general terms and conditions of business and delivery
1. General information
The following conditions apply to all offers, sales and deliveries of Erich Keller AG. Differing arrangements, additional order-specific conditions or general contractual conditions or terms and conditions of business of customers shall only be deemed valid if confirmed in writing by Erich Keller AG.
2. Scope of contract and implementation
Written agreements shall be deemed binding regarding the scope and implementation of deliveries as well as performance. General catalogues and brochures are for information only and not decisive. We reserve the right to carry out construction and material amendments within the meaning of a progressive further development of the products and the production technology.
Requests for alterations and supplements on the part of the customer that are made after the signing of the definitive order confirmation will only be taken into account subject to consequential costs.
Project and detailed drawings as well as samples shall remain the property of Erich Keller AG; without its approval these may neither be used for other purposes nor made available to third parties.
3. Prices and terms of payment, ownership
The prices are understood to be without any deductions, payable in accordance with the confirmation of order. In the event of default of payment we shall charge the customer interest from the due date in the sum of 2% per annum above the respective valid discount rate. In the event of debt collection the customer shall also be charged with the external collection costs.
All the contractually agreed deliveries and services shall remain in the ownership of Erich Keller AG up until payment has been received in full.
4. Term of delivery
The term of delivery in accordance with the confirmation of order shall be deemed binding once the confirmation of order is signed. The observance of the term of delivery is dependent on the honouring of contractual obligations on the part of the customer. Delivery delays which are proven not to be the responsibility of Erich Keller AG shall neither entitle the customer to withdraw from the contract nor to lodge claims for damages or lodge other claims.
If the performance of the contract within the time limit is delayed as a result of lacking or delayed details, signing of the contract, plans, specifications, agreed advance payments, building work or the amendment of same on the part of the customer etc. during the contractual performance, the contractual deadlines shall be extended accordingly.
If the delivery date is postponed by the customer later than 6 weeks (plus possible periods for transport and customs clearance) prior to the agreed delivery date, costs may be charged for subsequent warehouse fees and the expenses for putting the goods into and taking them out of storage.
Case of force majeure shall be deemed to suspend the performance of contractual obligations affected by same without, however, granting the parties the right to withdraw from the contract.
Erich Keller AG warrants the quality of its products and the careful execution of agreed assembly work by its staff. We accept no responsibility for a specific use or specific suitability, except where this has been expressly agreed in writing. In all other cases, the risk of suitability and use lies entirely and exclusively with the customer.
The customer is obliged to check the scope of supply without delay. You must notify Erich Keller AG of any obvious defects in the scope of supply or services in writing within seven calendar days. Defects that, despite a careful inspection, cannot be discovered within the above-mentioned time period, must be reported immediately after their discovery. In case of delay in complaint, defects and/or claims for damages are forfeited. In case of complaint, the customer must immediately give the business owner an opportunity to check the delivered scope of supply. After completing mutual acceptance, claims for defects that were identifiable during acceptance are ruled out.
Should a defect exist, Erich Keller AG reserves the right to rework or replace the defective parts of the delivered scope of supply, or to cancel the contract in part or in full and to refund the corresponding service/purchasing price to the customer. Further or other claims for defects by the customer than an entitlement to supplementary performance are ruled out and waived. Also excluded from the warranty and liability of Erich Keller AG are damages that are not demonstrably attributable to poor materials, faulty design or poor workmanship, e.g., resulting from normal wear, improper use or installation, or improper maintenance, failure to follow operating instructions, excessive load, unsuitable operating equipment and other reasons for which Erich Keller AG is not responsible. Erich Keller AG is only liable for customer claims due to faulty advice or for violations of any auxiliary obligations in case of intent or gross negligence. Any and all entitlements under warranty are voided in case of incomplete fulfillment of payment obligations by the customer.
The limitation period is two years from delivery; should the deficiency relate to a mobile object that has been integrated into an immovable object in line with its intended purpose, the limitation period is five years from delivery. The scope of supply shall be deemed delivered on transfer of risk. The limitation period does not recommence in case of reworking or substitute delivery.
All cases of contractual violations and the legal consequences of same as well as all claims lodged by the customer, irrespective of whichever legal grounds of such claims, are regulated in these conditions. Under no circumstances shall claims be accepted for compensation of damage that was not caused to the subject matter of delivery itself, in particular production shortfalls, loss of usage, loss of orders, loss of expected profit as well as other remote or direct damages. This exemption of liability shall not apply to unlawful intent or gross negligence on the part of Erich Keller AG. In other respects this exemption of liability shall not apply insofar as it is contradictory to binding law.
7. Final provisions
The registered office of Erich Keller AG, Sulgen, Switzerland, shall be deemed agreed upon as the place of jurisdiction for all disputes resulting from, or in conjunction with, this contract. However, Erich Keller AG is entitled to file an action against the customer at a court with jurisdiction for his registered office.
Solely the Swiss substantive law shall apply to the contractual relationship by way of exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980.
On signing the confirmation of order the customer recognises these General Terms and Conditions of Business and Delivery of Erich Keller AG.