1. General

1.1. scope

The following conditions apply to all our offers, sales, deliveries and services and are part of our contracts. They also apply to all future business relationships, even if this has not been expressly agreed.

 

1.2. Deviations or additions

We hereby expressly contradict deviating or supplementary general terms and conditions of the buyer. They are not valid even if the buyer based his offer or other explanations on them.

 

1.3. Acceptance of deviations or additions

Deviations from these general terms and conditions only apply if and insofar as they are accepted in writing by the company.

 

2. Offers and orders

2.1. Account liabilities

Our offers are non-binding unless they have been designated as binding in writing. A valid contract is therefore only concluded through our order confirmation or the delivery of the goods.

An agreement is therefore only concluded when the contract has been signed by the company's Management Board (or CEO) and the customer, or on the day on which the company sends the written order confirmation, which must be signed by the Management Board (or by the managing director) or the Delivery of the goods including invoice. Unilateral termination of the contract by the customer is invalid unless the company agrees to such termination in writing.

 

2.2. Dimensions

Dimensions, weights, images, drawings and other information about our non-binding offers remain our property and are only approximate. They can only become part of the contract on the basis of our express written confirmation.

 

2.3. Notes, data, statements, samples

Messages, data, statements and samples, which are made or provided by the company in whatever form or type, are only guidelines and never bind the company, unless the agreement expressly states the opposite.

 

3. Solvency

3.1. Doubtful solvency of the buyer

If, after the conclusion of the contract, we become aware of circumstances that give rise to doubts as to the solvency of the buyer, we can make further deliveries dependent on a prepayment of the goods by the buyer. We can set a reasonable deadline for the advance payment of the goods and withdraw from the contract if the advance payment is not received in time; The buyer can give a bank guarantee instead of an advance payment. If we have already delivered the goods, the purchase price may be due regardless of previously agreed payment terms.

 

3.2. argumentation

Doubts about the solvency of the buyer are justified, among other things, if an application for bankruptcy has been made or if he does not make payments to us or third parties in good time.

 

4. Confidentiality

The customer will treat all business information relating to the company confidentially and will not pass it on to third parties. Business information is to be interpreted in the broadest sense and includes all information that is communicated to the customer by the company or that becomes known to the customer within the framework of the agreement.

 

5. Prices

5.1. Price validity

Our prices apply "ex works" if no other agreement has been made with the buyer. The costs for special packaging requested by the customer and deviating from our standard packaging are NOT included in the price.

The company has the right to increase the stated or agreed prices if the price of objects, raw materials or parts obtained from third parties increases or if wages, social security contributions, insurance premiums or other cost components (including) are increased (exchange rates). and fees (licenses).

 

5.2. VAT

The statutory value added tax is not included in our prices and is shown separately on the invoice in the amount required by law on the day of invoicing.

 

6. Delivery, delivery conditions

6.1. delivery terms

Unless otherwise expressly agreed, delivery is made “ex works” at the company's business premises. The interpretation of the delivery conditions is based on the issue of the Incoterms issued by the International Chamber of Commerce, which was the last at the time the contract was concluded.

 

6.2. Delivery dates

All delivery dates mentioned are non-binding and are agreed as approximate unless we have expressly described them as binding. In the case of non-binding delivery dates, a delivery within 60 days after the specified delivery time is considered punctual in any case.

 

6.3. Beginning of the delivery period

The delivery period begins at the latest on the following dates:

• the date on which the agreement is concluded

• the date on which the company has all the documents, information, permits, exemptions, permits, assignments, etc. required for the delivery of the goods

• the date on which the company receives payment

 

6.4. Delayed delivery

If more than 12 months pass between the conclusion of the contract and delivery and such a delay was not caused by us and our price list changes during this time, we can request the list price valid on the day of delivery instead of the agreed price. Before delivery, we send the buyer an appropriately modified order confirmation. In this case, the buyer can terminate the contract for the goods for which the price has been increased. He must declare his termination within one working day after receiving the changed order confirmation.

A reply by fax or email is sufficient.

 

6.5. Delay in debt

If we cannot culpably meet an agreed date or for other reasons, the buyer must grant us a reasonable grace period. The grace period must be agreed with the customer. After the grace period has expired, the buyer is entitled to withdraw from the contract.

 

6.6. Force majeure

If our performance is temporarily impossible or significantly impaired due to force majeure or due to other exceptional circumstances or circumstances that are wholly or partially beyond our sphere of influence, the agreed delivery time is automatically extended by the duration of such an unforeseen event. The extension will be activated automatically as soon as we inform the buyer that we are activating the force majeure condition and provide details of the reason and the estimated delay. The same applies to a statutory period for performance, in particular for a grace period in the event of a delay.

 

6.7. Extension of the delivery time

Before the delivery time according to paragraph 3 expires, the buyer is neither entitled to termination nor to compensation. If the obstacle lasts longer than 24 weeks, both the buyer and we are entitled to cancel if the contract has not been executed.

 

6.8. Delay in delivery

In the event of a possible delay in delivery, claims for damages of any kind are excluded, unless the delay is due to intent or gross negligence.

 

7. Shipping

7.1. Buyer's invoice

The dispatch takes place on account of the buyer. The risk is transferred to him when the goods are transported, even if a freight-free delivery has been agreed and / or shipping is carried out with our own vehicles. We are not obliged to take out transport insurance.

 

7.2. Written agreements

Unless expressly agreed in writing, we are entitled to make partial deliveries to an appropriate extent, which will be invoiced separately.

 

8. Payment

8.1. Payment obligation

Invoices must be paid 50% when ordering, 50% after notification of readiness for dispatch - unless expressly agreed otherwise. Without receipt of the full 100% advance payment, no shipment will be released.

All payments are made without deduction or offset in the currency specified on the invoice.

 

9. Send shipments back

It is not permitted to return goods delivered by the company without the prior written consent of the company. Returns are always at the expense and risk of the sender.

The company only accepts return claims that relate to the quantity, weight or specification of the goods or if the goods do not conform to the samples provided by the company.

The customer must check the goods immediately after delivery.

Claims for returns due to relevant defects that occur during the inspection of the goods, as well as claims for returns in connection with the quantity, weight or specifications must be made in writing within 24 hours after delivery and contain a complete description of the alleged defects, in the event of which the right to delay, the right to do so to assert a claim expires.

Claims for returns related to other relevant defects must be made in writing within 24 hours of their discovery and include a full description of the alleged defects. No claims can be made in this regard if three 3 months have passed after delivery.

Claims of the customer in relation to delivered goods also expire if:

a. The agreement concerns the delivery of used or damaged goods.

b. The goods have been processed or for a reason (no longer) that is recognizable by the company.

c. The defects (partly) were caused by normal wear and tear or by improper or incorrect handling, use, storage or maintenance of the goods.

d. The customer has not immediately given the company the opportunity to examine the return claim and to meet its obligations.

e. The customer has not fulfilled an obligation based on this or has not fulfilled it properly or in good time.

 

With regard to parts or goods from third parties that have not been processed by the company, the customer can only assert rights against the company to the extent that the company can itself assert rights against its suppliers. In such a case, the company is relieved of the burden on the customer by transferring the customer the rights it has towards its supplier.

The customer cannot assert any rights in relation to defects against the company if he can also assert rights in relation to these defects directly against the manufacturer.

Without prejudice to the provisions of the preceding paragraphs, in the event of a timely and justified return claim, the company is only obliged at its own discretion to repair, replace or credit the customer for damaged goods. These general terms and conditions apply in full for replacement.

The technical specifications of the respective trademark as well as the catalogs, lists, dimensions and other information on the goods provided and / or used by the company and the suppliers of the company were created by the company and its suppliers in good faith. however, they are only approximations or estimates.

The company grants the customer the same guarantees regarding the goods as the company's suppliers.

If the customer does not meet his contractual obligations or fails to meet them too late, the customer is no longer entitled to the goods in question.

 

10. Guarantee

10.1. Buyer's obligation

The buyer is obliged to check the goods for completeness, transport damage, obvious defects, character and characteristics. Obvious defects must be reported in writing by the buyer within 8 days of receipt of the subject of the contract.

 

10.2. BTI's obligations

We are not obliged to guarantee if the buyer has not contested an obvious defect in writing in good time. If there is a defect in the goods caused by us, we are obliged to perform supplementary performance, excluding the buyer's rights to cancel the contract or reduce the purchase price, unless we are legally entitled to refuse the supplementary performance. The buyer must grant us a reasonable deadline for supplementary performance for each defect.

 

10.3. Complementary service

Supplementary services can be provided either by eliminating the defect or by delivering new goods at the request of the buyer. We are entitled to reject the choice of the buyer if this involves unreasonable costs. In the event of subsequent performance, the reduction of the purchase price or the cancellation of the contract by the buyer is excluded. A later improvement is considered to have failed after the second unsuccessful attempt. If the later approval has failed or the seller has completely rejected it, the buyer is entitled to choose either a reduction in the purchase price or a termination of the contract.

 

10.4. Claims for damages

Claims for damages due to the defect can only be asserted under the following conditions if the supplementary performance has failed or the supplementary performance has been rejected by us.

 

10.5. Breaches of duty

We are liable for intentional or grossly negligent breaches of duty as well as for damage from personal injury, bodily harm or health damage. Otherwise, we are only liable if the breached contractual obligation is recognizable for the contractual purpose and is of considerable relevance and only up to the amount of the typically foreseeable damage.

 

10.6. Limitation of liability

The liability of the company from the agreement is limited to the fulfillment of the obligations described in the agreement.

The company is never liable for trade losses, consequential damages or other indirect losses.

If the company is held liable by a third party for a loss for which the company is not liable according to these general terms and conditions or in any other way, the customer is obliged to compensate for the damage

Companies against this loss and liability and to compensate for all damage, interest and costs incurred by the company in this account.

The limitations and exclusions of liability, as well as the compensation set by the company in the subsections above, also apply to and on behalf of its employees, all other parties used by it under the agreement and for all parties from whom the company receives goods or parts that are delivered under the agreement.

 

10.7. Quality and durability guarantees

If we have given a guarantee for the quality and / or durability of the goods or parts thereof, we are liable under this guarantee. We are only liable for damages that are due to the lack of guaranteed quality or durability, but do not occur on the goods themselves, if the risk of such damage is expressly covered by the guarantee of quality and durability.

 

10.8. Liability for damage

We are also liable for damage caused by simple negligence if this negligence concerns the breach of such contractual obligations that are essential for the achievement of the purpose of the contract (cardinal obligations). However, we are only liable if the damage is usually contractually bound and predictable. We are not liable for simple negligent violations of non-essential obligations. The liability restrictions contained in §7 also apply to the liability of legal representatives, executives and other proxies.

 

10.9. Further liability

Further liability is excluded regardless of the legal nature of the claim made. Insofar as the seller's liability is excluded or limited, this also applies to the personal liability of its employees, workers, employees, representatives and proxies.

 

11. Retention of title

11.1. Ownership of the goods

We reserve ownership of the goods (subject to retention of title) until all payments from the purchase contract have been received in full. The delivered goods only become the property of the buyer when he has fulfilled all obligations from the business relationship, including ancillary claims, claims for damages and cashing checks and bills of exchange. In the case of the draft check, the retention of title does not expire at the time the check is transferred, but only when the draft is cashed.

 

11.2. Third party access

The buyer is obliged to inform us immediately in writing of any access by third parties, in particular the enforcement of claims and the impairment of his property. The buyer has to compensate for all damages and costs which result from the violation of this obligation and the protection against access by third parties.

 

11.3. Payment obligation despite reminder

If the buyer does not meet his payment obligation despite a reminder from us, we can request the return of the goods that are still subject to retention of title without deadlines. The resulting transport costs are to be borne by the buyer. The confiscation of the retained goods always means the cancellation of the contract. After returning the reserved goods, we are entitled to sell them.

If the buyer does not meet his contractual obligation to make a down payment and despite a reminder from us, we have the right to automatically cancel the order and the contract for non-activation. Receiving the 50% down payment counts as contract activation and all processes like the creation of documents, the application for export permits and the production planning are only triggered by this down payment.

If the buyer does not meet his obligation to pay the remaining 50% after receiving the notification of readiness for dispatch despite ONE written reminder from us, we are entitled to terminate the contract after a grace period of 3 months. In this case, we will retain the down payment made as a cancellation fee and as compensation for the non-fulfillment of the contractual obligation of the buyer. (If the buyer pays the remaining 50%, but does not pick up the goods within 6 months after notification of readiness for dispatch, we reserve the right to charge storage costs of 5% of the order value per month from notification of readiness for dispatch.

If the buyer does not meet his obligation to collect the goods after 12 months from the notification of readiness for dispatch, and despite TWO written warnings on our part, we reserve the right to completely cancel the order and withhold full payment as compensation and to cover everyone Losses and costs.

 

12. Place of performance

The place of performance for payments is the official company address in Bern.

 

13. Data processing

The buyer agrees that we process the data about the buyer received during the business relationship to fulfill our own business purposes in compliance with the Swiss federal data protection laws. In particular, we can save them or forward them to a credit protection organization, insofar as this is within the scope of the contract or is necessary to protect our legitimate interests, if there is no reason to believe that protection deserves an interest in the exemption from processing, in particular forwarding this data is authoritative.

 

14. Severability clause

Changes or additions to the contract or these general terms and conditions must be in writing in order to become valid. Should a regulation of these payment and delivery conditions be invalid or not enforceable, this has no effect on the other payment and delivery conditions.

 

15. Place of jurisdiction and applicable law

15.1. Swiss law

Swiss law applies to the contractual relationship between us and the buyer, even if the buyer is domiciled or has his place of business abroad. The application of the uniform law on the international purchase of movables and the law on the conclusion of international sales contracts for movables is excluded.

 

15.2. Assignment of claims

The buyer is not entitled to assign claims from the buyer contract to third parties without the buyer's consent.

 

15.3. Place of jurisdiction

If the buyer is a businessman, a legal entity under public law or fund assets regulated under public law, Bern is responsible for both parties - including checks or legal proceedings. However, we are also entitled to sue the buyer at his general place of jurisdiction.