General Terms and Conditions for the Sale of Machines and Chemicals of Chemie AG
1. General
1.1 These General Terms and Conditions (GTCs) govern all offers of Chemie AG, Alte Tiefenaustrasse 4d, 3048 Worblaufen, Switzerland (Seller) in relation to the sale and delivery of chemicals, dosing systems, spare parts and other accessories (together Goods) to business customers (Buyer) as well as all contracts resulting therefrom. Deviating, conflicting or supplementary general terms and conditions of the Buyer are expressly excluded, unless their validity has been previously recognized in writing by the Seller. A mere failure to object does not constitute consent. Offers in the seller’s webshop are directed exclusively at customers who have their place of business in Switzerland or the Principality of Liechtenstein.
1.2 Unless expressly agreed otherwise in writing, all offers made by the seller are merely an invitation to submit an offer. Offers made outside the web store lose their validity 30 days after their date of issue. An order by the Buyer based on an offer by the Seller (order) shall not be binding on the Seller unless the Seller confirms the order in writing or electronically or delivers the goods, thereby concluding a contract.
1.3 The seller reserves the right to refuse orders without giving any reasons.
2. Specifications
2.1 The Buyer is responsible for ensuring that the goods are suitable for the intended purpose. The Seller shall not be bound by any statement as to the scope, performance or characteristics of the Goods unless expressly set out in the safety data sheet, manual or equipment specification. However, nothing in these T&Cs shall be construed as seeking to limit either party’s liability for fraud or fraudulent misrepresentation.
2.2 Descriptions and illustrations in the webshop, in catalogs, price lists or other advertising material of the seller serve only as a general description of the goods listed therein and do not constitute an integral part of the contract.
2.3 Nothing in these Conditions or in any contract made hereunder shall confer on the Buyer any ownership rights in any industrial or intellectual property rights of the Seller or in any such property rights in respect of the Goods supplied (where intellectual property rights include, but are not limited to, patents, design rights, copyright, trademarks, database rights, know-how and proprietary information). No designs, drawings or goods provided by the Seller may be reproduced, disclosed, copied or reverse engineered without the Seller’s prior written consent.
3. Prices
3.1 Unless otherwise agreed in writing with the seller, the prices for the goods displayed in the web store at the time of the order or, in the case of orders outside the web store, published in the seller’s valid price list shall apply.
3.2 The prices quoted are exclusive of any applicable value added tax or comparable sales tax, VOC steering tax, any import duties or other taxes payable in the Buyer’s country and any costs or charges in connection with loading and unloading, transportation and insurance. All such amounts shall be in addition to Seller’s quoted price unless otherwise quoted. These amounts shall be paid by Buyer in addition to Seller’s price, unless expressly agreed otherwise in writing.
3.3 For orders placed via the webshop that exceed a net value of CHF 950.00, the seller shall deliver postage paid and carriage paid to the domicile. For orders with a net value of goods of less than CHF 950.00 or outside the webshop, the seller shall charge a handling fee of CHF 65.00. For orders with a net value of goods of less than CHF 50.00, the seller shall charge an additional surcharge of CHF 12.00 for small quantities.
3.4 The Seller shall charge an additional freight share for tubular film, wire hangers and solvents and filter aids, irrespective of the order value. Additional services such as express delivery or special packaging shall be invoiced separately.
4. Payments
4.1 All prices quoted in the web store or elsewhere are in Swiss francs (CHF), net ex works (EXW, Incoterms 2020), plus the applicable statutory value added tax as well as shipping and packaging costs.
The available payment methods and any credit lines can be viewed in the web store or on request. The seller reserves the right to change prices, to exclude individual payment methods, to make deliveries only against prepayment or to demand proof of creditworthiness.
4.2 Unless advance payment is applicable, all amounts owed to the Seller must be paid within 30 days of the invoice date without deduction, whereby compliance with the payment deadline is an essential contractual condition. The Buyer shall not be entitled to make any deductions or set-offs – whether by offsetting, counterclaim or otherwise – unless the Buyer’s claim is not disputed by the Seller or has been legally established by a court of law.
4.3 If any amount due becomes overdue for reasons beyond the Seller’s control, the Seller shall be entitled, without prejudice to any other rights it may have, at its sole discretion, either to suspend deliveries or to terminate the Contract. In addition, the Seller may (a) charge the Buyer interest on overdue amounts at an annual rate of 6 percent for the duration of the delay; and (b) charge a reminder fee of CHF 20 upon initiation of the reminder procedure and a further fee of CHF 50 for each additional reminder issued.
5. Deliveries
5.1 Deliveries from the webshop are made exclusively within Switzerland and the Principality of Liechtenstein.
Inquiries from other countries shall be processed exclusively via the responsible field sales force or via authorized trading partners. Unless otherwise agreed in writing with the Seller, deliveries shall be made “ex works” from the Seller’s place of business in accordance with the current version of the Incoterms. The Seller is entitled to deliver the goods in several partial deliveries.
5.2 The delivery dates quoted are approximate only and compliance with these dates is not a material term of the contract. If no delivery dates are specified, delivery shall be made within a reasonable time. The Seller shall not be responsible for delays caused by unforeseeable events such as natural disasters, strikes, war, pandemics, political unrest or the like.
5.3 The Buyer shall provide in good time all permits, instructions, materials, facilities, equipment or other things necessary for the delivery of the Goods, unless the Contract expressly states that this is the responsibility of the Seller.
5.4 The Buyer shall be responsible for obtaining any necessary customs and import permits and shall provide all reasonable assistance to the Seller in obtaining any work permits, invitations, visas or similar documents which the Seller or its employees or agents may require at no cost to the Seller.
5.5 The Seller shall deliver certain goods in returnable containers. These containers remain the property of the Seller and are marked accordingly. The Seller shall invoice these together with the ordered goods (excluding VAT). The Buyer must return any containers to the Seller within 30 days of receipt, otherwise a usage fee will be charged. The return of the containers shall be at the expense and risk of the Buyer. A right to cash reimbursement of returnable containers is excluded.
6. Transfer of risk and ownership
6.1 Title to the delivery of goods (excluding software) shall pass to the Buyer as soon as the Seller has received all amounts due from the Buyer for the goods in full and the goods have been delivered. However, the risk of loss or damage to the goods shall pass to the Buyer upon delivery. The Buyer is obliged to keep the goods in perfect condition and to insure them appropriately at the full purchase price in the interest of the Seller and to provide proof of this insurance on request.
6.2 The Buyer shall keep accurate records to ensure full traceability of the purchased goods and provide reasonable assistance to the Seller if any of the purchased goods are affected by a recall or corrective action by the Seller.
7. Warranty
7.1 The Seller warrants that the goods supplied shall be free from defects in design, material and workmanship when properly used and shall conform to the specification set out in the contract for a period of 12 months from delivery. Proper use includes storage, installation, commissioning, operation and maintenance in accordance with the Seller’s specifications, operating instructions, warnings and safety instructions.
7.2 The Seller’s obligation under this warranty shall be limited to, at its option, either repairing or replacing the defective Goods or refunding the purchase price received for the Goods. If the Seller elects to repair the Goods, the Buyer shall return the defective Goods to the Seller’s place of business at the Buyer’s expense. The warranty for repaired or replaced goods shall only apply until the expiry of the original warranty period. Replaced goods shall become the property of the Seller. The Seller’s obligation is subject to the condition that (a) the Buyer notifies the Seller in writing of obvious defects immediately, but at the latest within 8 calendar days of delivery, and of hidden defects within a reasonable period of time after discovery; the statutory obligation to give notice of defects pursuant to Art. 201 CO remains unaffected, and (b) the Seller is given a reasonable opportunity to inspect the goods after receipt of the notice of defects. The Seller shall not be liable for any costs associated with the disassembly, transportation, reassembly or re-inspection of the goods concerned under this warranty.
7.3 The Seller’s obligation shall not extend to defects or failures caused by normal wear and tear, improper use, storage, damage to containers, unauthorized repairs or modifications to the goods, unless these have been approved by the Seller. Also excluded are defects resulting from breaches of warnings or safety instructions or from failure to follow operating instructions or from other causes for which the buyer is responsible.
7.4 SUBJECT TO CLAUSE 9.3, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS AND, TO THE EXTENT PERMITTED BY LAW, EXCLUDES ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. SELLER’S LIABILITY AND BUYER’S REMEDIES WITH RESPECT TO DEFECTS IN THE GOODS AND RELATED DAMAGES SHALL BE GOVERNED SOLELY BY THIS WARRANTY CLAUSE. SELLER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DEFECT OR DAMAGE OCCURRING AFTER THE EXPIRATION OF THE WARRANTY PERIOD DESCRIBED ABOVE.
8. Privacy
The seller processes personal data exclusively within the framework of the applicable data protection regulations.
Details can be found in the current privacy policy, which the buyer can view at
https://www.chemieag.ch/privacy-statement/.
9. Limitation of liability
9.1 Subject to clause 9.3, in no event shall the Seller be liable for any loss of use, production, profit, business opportunity, contracts, revenue or anticipated savings, for any increase in operating costs, for any costs associated with product recalls or corrective action or for any other financial or economic loss or for any indirect or consequential loss of any kind, whether suffered by the Buyer or any third party.
9.2 The exclusions and limitations of liability contained in these GTCs apply to all types of claims – whether based on contract, tort or other legal grounds – against the Seller, its employees, agents, subcontractors or suppliers.
9.3 None of the limitations or exclusions of liability contained in these GTCs shall apply in cases of fraud or fraudulent misrepresentation, death or personal injury caused by the Seller’s negligence or in cases of grossly negligent breaches of material and central obligations of the Seller.
9.4 Except as otherwise provided in clause 9.3, notwithstanding anything to the contrary in these GTCs or otherwise, in no event shall the Seller’s aggregate liability to the Buyer for all claims of any kind in connection with performance or non-performance under this and all other contracts subject to these GTCs in any calendar year exceed an amount equal to of the net value of all Goods delivered during that period. Any further liability – irrespective of the legal grounds – is excluded, unless mandatory statutory provisions provide otherwise.
10. Other
10.1 The parties undertake to treat as confidential all non-public information that they receive under this contract and not to disclose it to third parties without the written consent of the other party. This obligation does not apply to information that is already known, lawfully obtained from third parties or required to be disclosed by law. The confidentiality obligation shall remain in force for 5 years after the end of the contract.
10.2 If any provision of these Terms or any Contract is held by any court of competent jurisdiction, arbitral tribunal or administrative body to be illegal, invalid, void, voidable or unenforceable in whole or in part, such provision shall be deemed severable to the extent that it is illegal, invalid, void, voidable or unenforceable. The remaining provisions of the Agreement and the remaining part of this provision shall remain in full force and effect.
10.3 The Seller is entitled to assign a contract or parts thereof to affiliated companies. Any other assignment of this contract is only permitted with the prior written consent of the other party, whereby this consent may not be unreasonably withheld or delayed.
10.4 A party’s failure or delay in enforcing or partially enforcing any provision of these Terms or any Contract shall not be construed as a waiver of its rights under these Terms or any Contract.
10.5 Amendments to these GTCs or a contract are only effective if they have been expressly confirmed in writing by the Seller. This shall also apply to any amendment to this written form requirement.
10.6 These GTCs are available in German, French, Italian and English. In the event of discrepancies or contradictions between the language versions, only the German version shall be binding.
11. Place of jurisdiction and applicable law
These GTC and any contract between the Seller and the Buyer shall be governed by the substantive laws of Switzerland, excluding its conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts of Zurich, Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (CISG), signed in Vienna in 1980, shall not apply.
