General Terms and Conditions
We sell exclusively according to the following terms of sale, delivery and payment. Other conditions of the buyer are only valid if they have been accepted by us and confirmed in writing. These General Terms and Conditions apply to all contractual relationships that are entered into with SpanSet AG, Oetwil, Switzerland (SpanSet) and form an integral part of these contractual relationships. SpanSet does not recognise any conflicting or deviating terms and conditions of business of the contractual partners.
- Conclusion of contract
- Offers are generally subject to change and non-binding. The sales contract is only concluded when our acceptance of the buyer's order (order confirmation) is received by the buyer. Changes to the contract and verbal subsidiary agreements are only effective if the parties have agreed and confirmed their agreement in writing.
- Documents belonging to the offer, such as illustrations, drawings and weight specifications, serve only to clarify the offer and are only authoritative if they have been expressly designated as binding. We reserve the property rights and copyrights to drawings and other documents.
- Unless otherwise agreed, prices are ex works Oetwil am See (EXW according to Incoterms 2000), without packaging, excluding value added tax.
- If a binding price agreement has been reached, the Seller may nevertheless correct the prices if the delivery or service is made more than four months after conclusion of the contract and is made more expensive directly or indirectly by an increase in cost factors such as wages, material prices, public charges, ancillary fees on which the Seller's price calculation is based.
A price adjustment will also be made if the type or scope of the agreed delivery or service, the material or the execution undergoes changes because the documents supplied by the buyer did not correspond to the actual circumstances or were incomplete.
- Terms of payment
Purchase on account is only possible after a credit check, which usually takes 1-2 working days. Our invoices are payable strictly net within 30 days of the invoice date. Any unauthorized deductions such as discounts, etc. are not permitted and will be subsequently debited.
- Delivery time
In principle, the delivery time according to the order confirmation applies. The delivery time shall be extended in the event of unforeseeable hindrances beyond our control (force majeure) to the appropriate extent, insofar as such hindrances can be proven to have a considerable influence on the production or delivery of the goods. This also applies if the circumstances occur at our suppliers. Such circumstances will inform the buyer immediately. If the execution of the contract becomes unreasonable for one of the parties due to these circumstances, it may withdraw from the contract to this extent. The seller is entitled to make partial deliveries to a reasonable extent.
The risk shall pass to the Buyer when the goods are handed over to a carrier, but at the latest when the goods leave the warehouse - or in the case of drop shipments from the supplier's works - the risk shall pass to the Buyer. Transport insurance will only be taken out at the instruction of the buyer, in his name and at his expense.
- Warranty, liability for defects
With regard to the goods delivered by us, we provide a warranty for faultless material and professional processing.
Warranted characteristics are only those which have been expressly designated as such in the order confirmation or in the specifications. Excluded from warranty and liability are damages that are not demonstrably caused by bad material, faulty design or defective workmanship, e.g. improper use, natural wear and tear, poor maintenance, environmental influences, etc.
Under no circumstances does the warranty extend to repair and installation work that was not carried out by us as seller.
The buyer has to examine the received goods immediately for visible defects, immediately give written notice of any defects and to inform the seller in writing of any hidden defects within 5 working days after receipt of the goods at the latest. If the complaint is not made in due form and/or time, the goods are considered to have been delivered and accepted in perfect condition. Possible claims of the buyer are forfeited after unused expiry of the aforementioned deadlines.
In the case of a justified notice of defect, the seller may, at its option, either remedy the defect (repair) or deliver a defect-free item (subsequent performance). If the subsequent performance fails or is refused, the buyer can set the seller a deadline of 30 days to remedy the defect. After unused expiry of this period, the buyer can either demand a reduction in price or withdraw from the contract. If the defect is not substantial, he is only entitled to the right to reduce the purchase price. In any case, the buyer must fully prove the damage as well as the defect and the adequate causal connection between the two elements. If the seller is not given the opportunity to convince himself of the defects, in particular if the buyer does not make the rejected goods or samples thereof available to the seller upon request, the seller shall not be liable. Further claims are excluded in accordance with paragraph 7. This applies in particular to claims for compensation for damage not occurring to the goods themselves, in particular liability for consequential damage (financial loss) and for claims by third parties (consequential damage caused by defects).
Properly delivered goods will be taken back by the seller without recognition of a legal obligation only in exceptional cases and within the scope of possibilities, if the goods are in perfect condition and do not originate from a contract manufacturing. We are entitled to retain 25% of the value of the goods, but at least CHF 100, to cover the expenses incurred. The return shipment must be made at the expense of the sender.
- Limitation of liability and statute of limitations
The liability of the seller is limited to the contractual obligations regulated in these terms and conditions, insofar as they do not conflict with mandatory law. In any case the liability of the seller is limited to the value of the goods (excl. special equipment, value added tax, etc.). In particular, claims of the buyer for compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders and loss of profit (financial losses) as well as other indirect or direct damages are excluded. Unless otherwise agreed, contractual claims which arise for the buyer against us as a result of or in connection with the delivery of the goods shall expire by limitation one year after delivery of the goods ex works. For deliveries of goods that are not manufactured by us, the warranty periods of the respective supplying factory apply. This does not affect our liability for intentional and grossly negligent breaches of duty and the limitation of statutory recourse claims. In cases of subsequent performance, the period of limitation shall not begin to run again.
In the event of misuse of the customer login by third parties (e.g. hackers), SpanSet declines all liability. In the event of theft of the login information, this must be reported to SpanSet immediately and it is recommended that the password be reset.
- Place of jurisdiction, applicable law
The place of jurisdiction is agreed to be at the registered office of our company. Swiss law applies exclusively.
- If one of these conditions should be void for any reason, this does not affect the validity of the remaining conditions. The void clause shall be replaced by a provision which comes closest to the intention of the parties.