GENERAL TERMS AND CONDITIONS
OF SALE AND DELIVERY
1 - General provisions
The following provisions apply to all products from MOSER-BAER AG (as the vendor).
The only exceptions are special agreements that have been confirmed in writing by the vendor. These Terms and Conditions of Sale and Delivery (TCSD) apply to all product orders. Additional or deviating conditions, in particular the customer's general terms and conditions, are excluded. Amendments and ancillary agreements are only effective if they are confirmed in writing by the management of MOSER-BAER AG. Should a provision be or become ineffective or should the contract contain a loophole, this does not affect the validity of the remaining provisions. In place of the ineffective provisions, an effective provision is deemed to have been agreed upon from the start that comes as close as possible to the economic intention of the parties. The same applies in the event of a loophole.
2 - Orders
Orders are only valid with written confirmation from the vendor. Changes to orders and cancellations are only possible with the written consent of both contractual partners. If an order cancellation has been accepted by the vendor, then the buyer shall pay the vendor no later than 30 days after the cancellation date for all costs incurred (including order-specific costs for any studies, construction work, hardware and software development, etc.) according to a detailed cost statement from the vendor with a surcharge of 25 % on the total amount shown (in Swiss francs). If an order cancellation is not accepted by the vendor, any prepayments will not be refunded to the buyer.
3 - Prices
The products are delivered at the prices valid at the time of the order. All prices are net, FCA Sumiswald (Incoterms 2020). Prices without packaging and without installation, assembly, and commissioning. All additional costs included in the sales contract for packaging, transportation, insurance, official certification, etc. are borne by the buyer.
Special packaging, cabling, lettering (labels), certificates, test reports, documentation, etc., which are not included in standard products, are at the expense of the buyer.
The vendor is entitled to adjust the prices at any time without prior notice.
4 - Payment
Prepayment or by written agreement. All bank charges for any letters of credit are borne by the issuer (including charges from the Swiss bank).
5 - Deliveries, delivery dates
Deliveries are made according to the information provided by the vendor in the order confirmation. The vendor is entitled to make complete or partial deliveries. The delivery period begins on the date of the order confirmation.
Delivery dates are confirmed and adhered to as precisely as possible by the vendor. For delivery delays that the vendor is not responsible for, e.g. caused by subcontractors, transportation companies, accident, death or illness, the vendor can neither be liable for contractual penalties nor for an order cancellation. If no delivery has been made within 6 months after the confirmed date, one of the two contractual partners can request the purchase or sales contract to be withdrawn; an exception to this is a deadline delay caused by force majeure. Advance payments and/or down payments that have been made will only be reimbursed to the buyer if the vendor is at fault for the delay. Repayments are made without interest. Additional claims against the vendor are hereby excluded.
6 - Transportation risks
In the case of deliveries "Free Carrier" (FCA) Sumiswald (Incoterms 2020), the dangers and risks are transferred to the buyer from the effective delivery date FCA Sumiswald. The vendor can take out transportation insurance at the request of the buyer. The costs for this are borne by the buyer.
Shipments of goods must be checked promptly upon receipt by the buyer or upon receipt at the specified delivery address. Any transportation damage must be reported in writing to the carrier and the vendor within 1 week. The vendor is only responsible for transportation damage if the transportation insurance has been covered by the vendor. The buyer is responsible for forwarding from the buyer to third parties.
7 - Incoming goods inspection
All deliveries of goods must be unpacked and checked within 1 working week of receipt by the recipient. Obvious defects (such as product models, quantities, visible damage, color, etc.) must be reported to the vendor in writing within 1 working week. This also applies to shipments that are forwarded directly to third parties by the recipient and to shipments that are delivered directly to the end customer by the vendor on behalf of the buyer. Complaints can no longer be accepted after this period.
8 - Returns
Returns of material are only permitted with the written consent of the vendor. In the event of a return, the vendor shall deduct at least 10 % of the original sales price from the credit to cover the vendor's expenses. Material returns must be made with carriage paid to the vendor's domicile. Any arising costs will be deducted from the credit.
9 - Warranty
The vendor guarantees all delivered goods for a period of 24 months from the date of delivery FCA Sumiswald for material and construction. Exceptions are time servers of the models DTS41xx, DTS42xx and NTS. These 3 model series DTS41xx, DTS42xx and NTS are guaranteed for 36 months from the date of delivery FCA Sumiswald. Interventions by the vendor during the warranty period do not result in an extension of the warranty. The warranty services are limited to the repair or replacement of the defective material. The vendor decides whether a repair or a replacement delivery will be made. Other ancillary and follow-up costs are excluded and will not be assumed by the vendor. In particular, import costs in the receiving country are borne by the buyer/recipient. Material returns for repairs must be made with carriage paid to Sumiswald.
If the material is handled improperly, the warranty expires. Likewise, no warranty is given if the material is tampered with (e.g. dismantling/assembling clockworks and hands, opening clockworks, master clocks and all electronic items).
The vendor only provides a conformity warranty for software if the installation was carried out according to the vendor's instructions. If software errors occur during normal operation with the delivered product, the vendor will deliver 1 corrected software update free of charge if the defective original software is returned postage paid to Sumiswald. The vendor is not liable for consequential damage that is directly related to the defective software. This does not apply to hardware errors that have arisen as a result, which are corrected by the vendor free of charge during the warranty period after the hardware concerned has been returned to Sumiswald carriage paid. Additional costs incurred for return transportation from the buyer to the vendor are borne by the buyer.
10 - Extended warranty
An extended warranty can be purchased. The prices can be found on the current price list.
11 - Property rights
Deliveries remain the property of the vendor until all payment obligations have been fulfilled by the buyer in accordance with the contract. Until full fulfillment of their contractual obligations, the vendor must transfer the vendor's property rights to their customers.
12 - Liability
Any liability of MOSER-BAER AG or its vicarious agents and assistants for damage arising in connection with the provision of services under the contract as well as in the deployment and use of the delivered objects or rendered services is excluded. Liability for indirect or consequential damage such as lost profit, unrealized savings, additional expenses for the customer, claims by third parties, loss of data, etc. is excluded, in particular and not exclusively. The following is excluded from the warranty and liability of the vendor: damage that cannot be proven to have arisen as a result of poor material, faulty construction or poor workmanship, e.g. as a result of natural wear and tear, poor maintenance, disregard of operating provisions, excessive use, unsuitable operating materials, chemical or electrolytic influences, as well as due to other reasons for which the supplier is not responsible. The supplier is only liable for claims made by the customer due to inadequate advice and the like or due to the violation of any secondary obligations in the event of unlawful intent or gross negligence. In the event of unjustified complaints, we reserve the right to invoice the costs.
13 – Software
Device software and software tools are protected by copyright and may only be used for their intended purpose. Any copying of, modification to or intervention into the software is prohibited.
14 - Intellectual property
All intangible rights to technical drawings and documents given to the buyer by the supplier remain the exclusive property of the supplier. The change, use, reproduction or distribution thereof is only permitted with the written consent of the supplier. The supplier or its sub-suppliers are and remain the owner of all intellectual property rights to the delivered goods, including design rights, trademark rights and copyrights to software that forms part of the delivered goods.
15 - Place of performance and jurisdiction
These Terms and Conditions of Sale and Delivery and extracts from them are subject to Swiss law. The place of performance and jurisdiction for both parties is a Swiss court in the Canton of Bern. The vendor is entitled to designate the competent court and law at the buyer's registered office.
Sumiswald, March 1, 2021/RM