General Terms of Delivery and Conditions of Business
of Urs Gaudenz GaudiLabs, Neustadtstrasse 7, 6003 Luzern, Switzerland
I. Scope of Delivery
A written confirmation of order, or the order as accepted by the customer, shall exclusively be decisive for the scope of delivery. No supplement to or change or modification of any of the terms or conditions herein shall be valid or binding unless confirmed in writing by the seller.
II. Shipment and Delivery
1. Unless otherwise expressly stipulated, delivery shall be made free domicile on the understanding that the seller, or any carrier commissioned by the seller, shall be entitled to choose that means of transport which is most favorably priced.
2. The seller or the carrier shall be authorized to bindingly perform the following duties in the name of and for the account of the customer:
a) entering into shipping contracts,
b) making customs and other declarations,
c) invoicing the customer directly for any duties, costs and expenses accrued in this connection.
3. Delivery outside of Switzerland shall be effected ex works unless otherwise expressly agreed with the buyer. Any additional costs incurred such as taxes, custom charges, transportation costs, insurance, etc. shall be borne by the buyer.
III.Price and Payment
1. All prices are exclusive of value-added tax. This tax shall be specified separately in the applicable amount then prescribed by law.
2. If no other mode of payment has been agreed, the amount given on the invoice shall be due and payable within thirty days of the date of invoice, with no deduction allowed, and without prejudice to any notification of defects.
3. The retention of payments or setoff of sums based on any counterclaims contested by seller, shall be precluded.
4. In the case of default of payment the seller shall charge interest in the amount of 4 % above the European Central Bank discount rate upon expiration of the time fixed for payment. The buyer shall be billed a handling charge of 5 EURO, and in the case of delivery to foreign countries, in the amount of 10 EURO for every reminder.
1. The delivery periods stipulated shall be without engagement unless otherwise expressly agreed. In the event the seller is not in a position to meet the deadline agreed for delivery, buyer, upon expiry of such period, shall allow a reasonable period of grace of four weeks at a minimum, commencing on the date of receipt of the pertinent letter at the seller’s. Part shipments shall be admissible..
2. Any disturbance of the business operation beyond the seller’s control, and in particular labor disputes, illness, transportation problems, or any other force majeure events, occurring at the seller’s as well as at seller’s subcontractors shall extend the delivery period accordingly. The buyer shall not have the right to deduce any claims therefrom.
V.Retention of Ownership
1. The seller shall reserve the right of ownership in and to the merchandise subject to delivery until all payments due under the sales agreement have been received.
2. Independently thereof, the seller also reserves the right of ownership until all other claims against the buyer to which the seller is entitled on the basis of the performance of the sales agreement have been satisfied.
3. The buyer shall treat the goods subject to reservation of ownership with reasonable care. Any change of location and interference by third parties, in particular by way of attachments, shall promptly be made known to the seller in writing.
4. In the event the buyer does not abide by the terms of payment agreed upon, buyer undertakes to hand over the bought object immediately upon the seller’s request, without judicial order.
1. On the basis of his specialist knowledge, the buyer is aware which parts of the appliance of the facility are manufactured by the seller. For these parts, the seller shall give a one-year-guarantee commencing with the date of receipt of the invoice.
2. For any finished parts and units which the seller obtains from subcontractors, the subcontractors’ warranty provisions shall prevail if the customer has received a copy thereof and if, expressly, no other arrangement has been made. The seller herewith assigns his warranty claims with regard to the parts delivered by third parties to the buyer. This shall not apply if the buyer proves that the defect already existed at the time when the seller mounted such part in the object of sale.
3. The seller does not give any warranty for expendable parts such as test probes, temperature sensors, heating elements, Peltier elements, and the like.
4. No warranty shall be given in case the object of sale is used unsuitably or improperly, in case the buyer or third parties assemble or operate the same in a faulty manner, and in the case of natural wear and tear, faulty of negligent handling, unsuitable plants, substitute materials, chemical, electro-chemical or electrical effects unless they are attributable to any fault on the part of the seller.
5. The liability shall also preclude any alterations or repair work to the object of sale handled improperly or without the seller’s prior consent on the part of the buyer of any third party.
6. Warranty shall be precluded in the event of fault operation. The seller shall not be liable if the buyer does not meet the safety regulations and precautions listed under item VII. herein below. Should any dispute arise, the buyer shall have to prove that the systems and equipment have solely been operated by skilled personnel who has satisfied the prerequisites mentioned and has been adequately familiarized with any possible hazards of the equipment.
7. Upon detection of any deficiencies the seller shall be notified promptly. He shall decide at his own discretion how he will remedy the defect. Insofar as the defects are cured by subsequent improvement, the seller shall be given sufficient time and opportunity for making repairs and delivering replacement parts, or else the seller shall be released from his liability for defects.
8. The seller shall have the right to demand that the equipment he supplied be returned to him for effecting subsequent improvement work. Out of the direct costs incurred by the improvement or the delivery of replacement parts, the seller shall bear the costs of the replacement part, including shipment thereof, as well as reasonable costs of disassembly and assembly provided the notice of defects is held to be justified. In the case of delivery to countries outside of Switzerland, the provisions under item II. shall apply mutatis mutandis.
VII. Safety Regulations
1. Instruments and components supplied by the seller are not allowed for clinical use or medical purposes (e.g. for diagnosis or treatment of humans), nor for any other life-supporting system. The seller expressively disclaims any warranties for such purpose.
2. It shall be deemed a prerequisite that the operating manuals and the seller’s instructions are strictly followed. The buyer shall ensure that the equipment is solely operated by selected, trained and adequately instructed skilled personnel.
3. It shall be deemed a prerequisite that, in particular, possible hazards such as pressure, current, high voltage, temperature, chemical reactions, and the like be sufficiently brought to the attention of the operating personnel. If these preconditions are not met, the seller shall not accept any liability.
VIII. Final Provisions
Any further rights on the part of the buyer, in particular any right to the remedy of damage not originating on the delivered object itself, shall be precluded unless it is attributable to intent or gross negligence on the part of the seller
IX. Choice of law and Venue
1. The performance of this agreement shall be governed by Swiss law.
2. In all disputes arising out of contract jurisdiction shall lie with the courts of Lucerne. The place of performance shall be the seller’s domicile.