1 Validity of the GTC
1.1. The General Terms and Conditions are an integral part of all offers and contracts between the Customer and Leuenberger Technik AG (‘The Supplier’).
1.2. The General Terms and Conditions are based on Swiss law and apply worldwide, provided that the parties involved approve them explicitly or implicitly. Changes and ancillary agreements are only effective if they are confirmed in writing by Leuenberger Technik AG.
1.3. These General Terms and Conditions shall be valid for an indefinite period of time unless amended by the parties by written agreement.
1.4. In other respects, the provisions of the Swiss Code of Obligations shall apply (Article 184 et seq Swiss Code of Obligations) as well as other Swiss laws and regulations.
1.5. Should a provision of this contract be or become ineffective or should the contract contain a loophole, the legal effectiveness of the remaining provisions shall remain unaffected. In the place of the ineffective provisions, an effective provision which comes as close as possible to fulfilling the economic intent of the invalid provision shall be deemed to have been agreed from the beginning. The same shall apply in the case of an omission in these General Terms and Conditions.
2 Offers
2.1. Telephone information of the Supplier is only valid if such information clearly concerns offer deadlines.
2.2. Offers made in writing, by telephone, personal conversation, fax or by email shall be considered binding. If the Customer subsequently requests additional services, these may be invoiced.
2.3. The offer is only valid as long as the current raw material prices do not change and we are able to purchase the amount of material at the calculated price.
2.4. Offers with no term of acceptance shall not be binding.
2.5. Price lists and brochures contain indicative information and recommended prices.
3 Fulfilment of orders
3.1. The scope and execution of supply are specified in the order confirmation. Leuenberger Technik AG supplies the products as specified.
3.2. Unless expressly agreed otherwise, benefits and risks pass from the Supplier to the Customer with the departure of the goods from the factory.
3.3. The purchasing conditions of our Customers shall only apply if these are expressly accepted on our order confirmation.
3.4. If no special acceptance procedure has been agreed, the Customer must check the products themselves and give notification of any defects in writing. If the Customer fails to provide notification of defects within 10 days of the delivery, the products shall be deemed free of defects and the delivery as approved, with the exception of latent defects. The Customer is then required to make timely payment.
3.5. For framework contracts, the last part delivery must be accepted by the Customer 12 months from the date of purchase at the latest. After this date, 10% of the value of the goods shall be invoiced for handling and interest. All open order quantities shall be delivered to the Customer and invoiced no later than 18 months after the date of purchase.
3.6. Follow-up orders and subsequent additions to orders can only be delivered at the agreed prices, if the material and manufacturing costs are unchanged and the series is not smaller.
4 Delivery period and quantity
4.1. The delivery period begins as soon as the contract has been concluded, the production requirements have been adjusted and the order has been confirmed in writing.
4.2. Our aim is to meet the delivery deadlines promised. Any delivery delays, however, do not give the Customer the right to cancel the contract or to demand compensation.
4.3. The delivery deadline shall be extended appropriately:
- If the Customer makes subsequent changes. If obstacles arise that the Supplier cannot avert despite taking appropriate care, regardless of whether these obstacles arise at the Supplier, the purchaser or third parties. Such obstacles are, for example, epidemics, mobilisation, war, unrest, significant breakdowns, accidents, work conflicts, late or incorrect supply of the required raw, semi-manufactured or finished products, rejects, official intervention or omissions and natural events.
- If the purchaser is in arrears with the performance of their contractual obligations, particularly if the purchaser does not comply with the conditions of payment.
4.4. Differences between the part produced by us and the ordered quantity cannot be avoided in normal cases. The order quantity is supplied with a level of tolerance customary in the industry of +/-10%.
5 Prices and conditions of payment
5.1. Our prices are, unless otherwise indicated, exclusive of VAT at 8.0%, without packaging and shipping.
5.2. The Customer is obliged to pay net without deduction within the agreed payment period (order confirmation).
5.3. If conditions of payment are not met, the Supplier is entitled to take the following measures, cumulatively:
- Invoice interest on arrears at 5%.
- Levy a reminder fee of CHF 100.
- Request immediate guarantees for all outstanding claims.
- Execute outstanding deliveries only against advance payment.
- Demand compensation.
6 Retention of ownership
6.1. Leuenberger Technik AG remains the owner of all deliveries until full payment has been received in accordance with the contract.
6.2. The Customer shall maintain the delivered goods at their own cost during the retention of ownership. Furthermore, the Customer shall also take all measures to ensure that the right of ownership of the supplier is in no way prejudiced.
7 Packaging, shipping and transport
7.1. We charge packaging materials at cost price.
7.2. Packaging is invoiced separately by the Supplier and is not returnable. If it is in fact marked as the property of the Supplier, the Customer must send it back carriage paid to the place of departure.
7.3. Particular requirements for shipping, transportation and insurance shall be made known to the Supplier in good time. Transport shall be at the expense and risk of the Customer. Packaging is done with the utmost care.
7.4. In the event of breakage and transport damage, the Customer must immediately mark the delivery documents of the transport company accordingly and inform us in writing regarding the damage caused.
7.5. This also applies if the packaging of the goods shows no external signs of damage.
7.6. Insurance against damage of any kind is the responsibility of the Customer.
8 Examination and delivery
8.1. As far as is normal practice, the Supplier shall check the delivery and services before shipping. If the Customer demands further checks, these shall be agreed separately and paid for by the Customer.
8.2. The delivery shall be deemed to be met when the goods leave our premises, or in the case of direct deliveries from our suppliers, the goods leave their premises.
9 Warranty, Liability and Defects
9.1. We guarantee execution of the work in compliance with the drawings.
9.2. Notice of defects should be made in detail in writing, with samples provided, within 10 days of receipt of the delivery. If the Customer fails to do this, delivery and performance shall be regarded as approved. Defective parts should be sent back to the Supplier in the condition of their delivery, in the original packaging, if possible. The Supplier shall – provided the complaint is upheld – provide either free replacement or credit.
9.3. The Customer may file no claims for defects in material, construction or execution or for the absence of assured properties.
10 Transfer of use and risk
10.1. Unless expressly agreed otherwise, benefits and risks shall pass to the Customer with the departure of the goods from the factory.
10.2. If the shipment is delayed at the request of the Customer or for other reasons for which the Supplier is not responsible, the risk shall pass to the Customer at the time of the originally intended delivery from the factory. From this point in time, the delivery shall be held in intermediate storage at the expense and risk of the Customer.
11 Place of performance and place of jurisdiction
11.1. The place of performance and jurisdiction is Zäziwil.
11.2. The legal relationship is subject to Swiss law.
We are committed to resolving any differences with our customers amicably and by mutual agreement whenever possible.