Terms and conditions
Our deliveries and other services to companies, legal entities under public law and special funds under public law are exclusively subject to the following terms and conditions.
- Conclusion of contract
The supply contract as well as any amendments, subsidiary agreements and other arrangements shall only become effective upon our order confirmation. The supply contract as well as any amendments, ancillary agreements, declarations regarding its termination and other declarations and notifications must be made in writing, unless otherwise agreed in these terms and conditions.
With the receipt of our confirmation of order and/or the acceptance of the ordered goods or services, the customer accepts our terms and conditions of sale and delivery. We are not bound by any deviating general terms and conditions of the purchaser. They shall not become part of the contract either by acceptance of the order or by any other implied action.
1 Prices / processing surcharges
The net prices and discounts valid on the day of delivery or service plus the respective legally owed value added tax (VAT) shall apply.
III. delivery periods / delay / call orders / partial deliveries
Delivery periods shall be calculated from the date of order confirmation, but at the earliest after final agreement has been confirmed in writing on the issues to be clarified with the customer prior to the start of production.
Unforeseen, unavoidable events during production and other obstacles such as force majeure, industrial disputes in our own company or in the companies of our suppliers as well as delayed deliveries according to our suppliers entitle us to extend the delivery period by the duration of the obstruction. We will inform the purchaser of the above-mentioned circumstances in good time.
HBB is not liable for consequential costs from delayed deliveries. The orderer can only withdraw from the contract within the scope of legal regulations if HBB is responsible for the delay in delivery.
If it has been agreed with the purchaser that within a fixed period of time ("conclusion period") a firmly agreed delivery quantity is to be delivered and the purchaser has the right to determine the delivery date in each case, the deliveries are to be called off at least twelve weeks before the desired delivery date. After expiry of the final period, we may deliver and invoice to the Purchaser the reduced quantity not yet called off.
Partial deliveries are permissible, provided this is not unreasonable for the customer.
1 Packaging / Dispatch / Transfer of risk
Shipment is EXW from a place named to us. Unless otherwise agreed, the choice of packaging material and type of packaging remains with HBB.
Pallets, containers and other reusable packaging remain our property and are to be returned by the purchaser to HBB Biegetechnik AG free of charge within 5 days of delivery. Non-returnable packaging is charged at cost and will not be taken back.
Additional costs for express deliveries and postage for small consignments will be charged to the customer.
1 Terms of payment
Payment must be made within 30 days of the invoice date without deduction. Other conditions require written agreement.
After expiry of the payment period indicated on the invoices, the purchaser is in default and must pay interest on arrears in accordance with section 2.2 in addition to any costs incurred (reminder fees). In the interest of equal treatment of all customers, unjustified cash discounts will be subsequently debited.
- If a customer has to be operated by HBB, goes bankrupt or the claim of HBB is included in a discount agreement, all benefits granted by HBB are cancelled. If a customer is operated by HBB, the entire claim including interest on arrears and costs becomes due.
- In case of late payment interest will be charged from the expiration date ( CHF Libor+5% ).
- Where the circumstances require it, we reserve the right to demand cash payment, security or payment before the normal payment period expires.
- Customers who have exceeded their credit limit or who are more than one month in arrears with their payments may be blocked for further deliveries on credit with immediate effect and without further notice.
1.Retention of title
We reserve title to all goods delivered by us until all claims arising from the business relationship with the customer have been settled (reserved goods). In the case of a current account, the retained title shall also serve as security for the claim to the balance.
If the reserved goods become part of a new item belonging to the customer by combination, it is agreed that the customer shall transfer co-ownership of the new item to us and shall keep it in safe custody for us free of charge. Our share of ownership shall be determined by the ratio of the value of the reserved goods to the value of the new item.
At the same time, the customer assigns to us all claims against his customers arising from the resale of the reserved goods. If the reserved goods are resold together with other goods which do not belong to us, the customer shall assign to us that part of the claim arising from the resale which corresponds to the invoice amount of the reserved goods. If goods subject to retention of title which only belong to us on a pro rata basis are resold, the part of the claim arising from the resale which is assigned to us shall be measured according to our share of ownership.
The customer shall remain revocably authorised to collect the claims from the resale. Upon request, he shall notify his customers of the assignment, provide us with all information at any time and hand over all relevant documents which we require to assert our rights.
HBB undertake to release the securities to which we are entitled insofar as their value exceeds the claims to be secured by more than 10%.
If the goods subject to retention of title are seized or if our rights are affected in any other way by third parties, the orderer has to inform us immediately.
Insofar as mandatory legal provisions of the respective country do not provide for a reservation within the meaning of this VI 1-6, but know of other rights to secure the claims from the supplier's invoices, we reserve the right to do so. The customer is obliged to cooperate in measures which we are entitled to take to protect our right of ownership or any other right to the goods subject to retention of title replacing it.
VII. breaches of duty
The statutory rights of the purchaser under Swiss law (OR) shall apply in accordance with the following provisions:
If delivery items are completely or partially unusable due to defects, we shall, at our discretion, either remedy the defects or deliver free of charge delivery items free of defects (hereinafter referred to as "subsequent performance").
The customer shall bear the costs for damages which are due to natural wear and tear corresponding to the time of use.
In order to carry out the subsequent performance which we deem necessary at our discretion, the
to give the customer a reasonable time and opportunity. Only in urgent cases where operational safety is endangered or to prevent disproportionately large damage or if we are in default with the rectification of defects shall the customer have the right to carry out the rectification of defects himself or have it carried out by third parties and to demand reimbursement of the direct costs incurred by us for the rectification of defects. The local hourly rates apply. In such a case we are to be informed immediately.
The further statutory rights of the customer shall apply in accordance with the following provisions: We shall be liable exclusively in the following cases:
Deliberate breach of duty
Grossly negligent breach of duty by our legal representatives and vicarious agents
culpable injury to life, body and health
fraudulent concealment of defects or guarantee for the quality of a delivery item
Culpable violation of essential contractual obligations - in the case of gross negligence of non-executive employees and in the case of slight negligence, however, limited to reasonably foreseeable damage typical for the contract.
Insofar as liability for personal injury or property damage to privately used objects is assumed under the Product Liability Act.
Our liability is excluded unless otherwise regulated in III clause 3 and VII clauses 1 and 2.
Defects must be reported to us in writing immediately after they have been detected and in a binding manner. The delivery items complained about shall be kept at our disposal. We shall only reimburse the costs of the return shipment if this is done at our request.
The customer shall bear the burden of proof that the prerequisites of the claims asserted by him due to breach of duty are given. This also applies to any fault on our part.
Warranty claims shall become statute-barred 24 months after delivery of the delivery item, unless a longer period of limitation is stipulated by law.
Swiss law (OR) shall apply to statutory rights of withdrawal.
VIII. Guarantee / Procurement Risk
The assumption of guarantees or the procurement risk on our part must be made expressly, must be designated as such and must be in writing to be effective.
The customer and HBB will treat the information received from the other party confidentially. Confidentiality must expressly be in written form. This also applies after termination of the supply contract. This obligation does not apply to information which was already known to the receiving party at the time of receipt without obligation or which becomes known thereafter without obligation or which - without breach of contract by one of the parties - is or becomes generally known.
Each party shall retain title and any rights to the information provided by it.
Documents or data carriers. duplication and passing on of such documents or data carriers.
Data carriers are only permitted with the consent of the party making them available.
The agreements according to the "Non-disclosure agreement" shall apply.
Place of performance for deliveries is the place from which HBB delivers.
The place of jurisdiction is the registered office of HBB entered in the commercial register.
The contractual relationship is subject to Swiss law.
Complete or partial omission or late assertion of any right from this delivery contract does not mean a waiver of this or any other right.
Should a provision be or become invalid, the validity of the remaining provisions shall not be affected.
We would like to point out that we store personal data in compliance with the statutory provisions and process them in connection with business transactions.