The GTC’s are to be kept!
1. offer and order
Our offers are subject to change with regard to price, delivery possibility and delivery period. If an agreed delivery date is exceeded by more than 12 weeks and if a reasonable grace period set by the purchaser thereafter has expired without success, the purchaser may withdraw from the contract. Further claims are excluded unless otherwise agreed. All delivery periods shall commence on the date of issue of the order confirmation. The place of delivery is our company headquarters in Worb. In any case, delivery shall be made at the expense and risk of the purchaser. Unforeseen events such as force majeure, mobilization, war, industrial action, warlike events or other unrest, delays in transport, strikes or other interruptions in production shall release us for their duration from the obligation to deliver on time. Claims for damages in this respect are excluded. The risk shall pass to the customer when the ordered goods are handed over to the person carrying out the transport. This also applies if we use our own means of transport. We are entitled, but not obliged, to insure the goods to be shipped against transport risks of all kinds at the expense of the customer. This has no influence on the transfer of risk. We are entitled to make partial deliveries.
2. conclusion of contract
Contracts with us shall only be concluded if they are confirmed by us in writing or if we comply with them by transferring the goods. All offers are subject to confirmation unless their binding nature is expressly emphasized. The conclusion of the contract is governed exclusively by these terms and conditions, which are accepted by the customer by placing an order or accepting the ordered goods or services. This shall also apply if we do not expressly object to any other terms and conditions of the customer. Subsidiary agreements, amendments or supplements to these terms and conditions as well as to our offers require our written confirmation.
3. terms of payment
All prices are net ex our company’s registered office. All shipping costs, in particular packaging, transport and transport insurance as well as statutory value added tax, shall be borne by the purchaser. Prices and ancillary costs are calculated according to our price list applicable at the time of delivery. The remuneration for services results from the contract. Unless otherwise agreed, the agreed prices shall be due for payment in full immediately upon delivery of goods or after performance of the service. A unilateral price increase by us is permissible insofar as the list price for the equipment or goods to be delivered or the services to be rendered has increased. The purchaser must be informed of this in writing at least one month before the delivery date. The customer shall then have the right to withdraw from the contract by written declaration within 14 days after notification of the price increase. If he does not do so, the new, increased, announced list price shall be deemed agreed. If payments are not made within 30 days of the invoice date or service, we shall charge interest on arrears in accordance with the statutory provisions. We reserve the right to claim further damage caused by default. The customer has no right of retention against our claims. Offsetting with counterclaims is only possible if these counterclaims are undisputed by us or have been legally established. Any claims arising from the contracts may only be assigned by the purchaser to third parties with our written consent. Should doubts arise as to the solvency of the purchaser, we reserve the right to demand security or advance payment for the current transaction.
The customer is obliged to accept the ordered item or the agreed service. Upon acceptance, he shall satisfy himself as to the proper condition of the object of purchase or the service. The acceptance has to take place as soon as we have offered the delivery of the object or the provision of the service. If acceptance does not take place within 8 days, we shall nevertheless be entitled to the agreed price. If the customer is in default of acceptance, he shall reimburse the financing and storage costs incurred by us as a result. If we demand acceptance of the ordered items, stating that the items will be disposed of after expiry of a two-month period, and if the customer does not accept the ordered items within this period, we shall be entitled to dispose of the items by private sale at the best possible price at the expense of the customer. The proceeds of the sale shall be set off against the customer’s payment obligation after deduction of any costs of sale. If the Customer does not accept the agreed service in whole or in part, we shall be entitled to demand from the Customer at least 50% of the remuneration agreed for the service as lump-sum compensation for the costs incurred and the loss of profit. If higher compensation is to be claimed, this must be proven in detail in total. The Purchaser shall be entitled to pay less if it proves that we have incurred no damage or significantly less damage than the aforementioned lump-sum compensation.
We deliver our products either in boxes or in standard cartons that we deem sufficient. Cartons are charged at cost price and are not returnable. In the case of boxes – provided that they are returned freight paid – 1/3 usage fee will be charged, 2/3 will be used as deposit amount and can be refunded.
We do not assume any liability for used contractual items. The warranty is excluded as far as this is required by law. Otherwise, we assume warranty as follows:
a) for defects of goods regarding delivered goods including manuals and other documents shall be remedied by us within the warranty period of 12 months from delivery. After expiry of this 12-month period, the warranty claim shall be time-barred. Our warranty obligation shall be limited, at our option, to rectification of defects at our business premises or replacement delivery. Replaced parts will be taken back by us and become our property.
b) for contract services in the area of individual software, for specific adaptation of standard software, for networking, for detailed adaptation of hardware to the requirements of the purchaser as well as for other contract services, we provide a warranty for conformity with the specifications agreed in writing. Further warranty claims are excluded. The warranty period is 12 months from acceptance. Acceptance shall be deemed to have taken place at the latest upon commissioning.
c) we do not assume any liability for the loss of data, programs or program parts as well as their damage. Any warranty obligation on our part shall lapse if rectification or other work has been carried out on the defective products without our approval. We also do not assume any warranty for defects that are due to normal wear and tear or improper handling. We also do not warrant that any programs or other software purchased are suitable for the customer’s purpose. If the elimination of defects by rectification or replacement delivery fails after at least three attempts at rectification, the purchaser may demand an appropriate reduction of the purchase price or rescission of the contract. Each purchaser is solely responsible for ensuring that the goods purchased from us or the program purchased from us is executable on the computer system intended for use with these goods or that the purchased goods are usable for the programs envisaged. We do not assume any warranty for this. Finally, the customer is obligated to inspect the work performed or the goods delivered for obvious defects as well as incorrect deliveries and faulty performance. Obvious defects, in particular the absence of data carriers or manuals as well as considerable, easily visible damage to the goods, must be notified to us in writing within five days of delivery. Defects which are not obvious must be notified within five days after they have been recognized by the customer. In the event of a breach of the duty to inspect and give notice of defects, the performance or the goods shall be deemed to have been approved in view of the defect in question.
7. cooperation of the customer
The customer shall provide us immediately and free of charge with all information required for the performance of services. The customer shall bear any additional expenses incurred by us due to the fact that work has to be repeated as a result of incorrect or incomplete information provided by the customer.
8. protection for third parties
Unless otherwise agreed, we do not assume any liability that the goods delivered by us do not infringe industrial property rights of third parties. The customer is obliged to inform us immediately if he is notified of such infringements. If the delivered goods or programs have been built or created according to designs or instructions of the customer, the customer shall indemnify us against all claims asserted by third parties on account of infringements of industrial property rights. If, despite the above exclusion of liability, the customer has claims against us, these claims shall be limited, at our option, to the customer’s being able to demand that we modify the equipment until it no longer infringes any industrial property rights, or that we procure for the customer a right of use, or that we replace the equipment or program concerned with one that does not infringe any third-party industrial property rights and meets the customer’s requirements, or that we take back the equipment or programs concerned and refund to the customer the purchase price less a reasonable amount for use and loss of value. In any case, we shall only be liable in this respect up to the amount of the respective purchase price.
9. retention of title
All goods, programs, data carriers etc. shall remain our property until payment has been made in full or until all our claims against the customer have been satisfied. In the event of processing, we shall also become the owner of the newly produced items. Any processing or treatment shall be carried out by the customer on our behalf without any obligations arising for us from this. A sale of the delivered goods or programs is only permitted in the ordinary course of business of the purchaser. The customer shall inform us without delay of any seizure by third parties of the reserved goods or of the claims assigned in advance, handing over all documents necessary for an intervention. Any intervention costs shall be borne by the customer.
Claims for damages and reimbursement of expenses of the Purchaser (hereinafter: claims for damages), irrespective of the legal grounds, in particular due to breach of duties arising from the contractual obligation and from tort, shall be excluded. However, the claim for damages for the violation of essential contractual obligations shall be limited to the foreseeable damage typical for the contract. This also applies to breaches of duty by our legal representatives and vicarious agents. A change in the burden of proof to the detriment of the purchaser is not associated with the above provisions. For other property damage, we have a normal business liability insurance with the usual conditions and an insurance sum of CHF 5,000,000. Liability for indirect or consequential damages, such as loss of production, interruption of business, loss of profit, etc., is excluded. Liability for damage caused by delay is also excluded. Liability is excluded for damage caused by software viruses or program manipulation by third parties. Furthermore, we are not liable for damages that occur due to faulty documents of the customer, technical failure or wear and tear of the hardware as well as recall. Furthermore it is clarified again that we do not take over any adhesion for lost data, programs or program parts. It is also pointed out that the customer is responsible for his own data. In particular, it is the responsibility of the customer to perform a data backup at sufficient intervals.
11. Ineffectiveness of individual provisions
If any provision of these terms and conditions is invalid, it shall be replaced by the valid provision that comes closest to the economic purpose of the invalid provision. All other provisions shall remain effective.
12. Jurisdiction/Applicable Law
The place of jurisdiction is Bern. Place of performance is CH-3076 Worb. Swiss law shall apply to all legal relationships and contracts with us. For deliveries abroad, the application of the UN Convention on the International Sale of Goods (CISG) is excluded. Status September 2008.
April 2022 © BiLL GmbH / CH-3076 Worb