General Terms and Conditions of Sale of Bircher Reglomat AG
1. General
1.1. Contracts shall be final on receipt of a written confirmation from Bircher Reglomat AG that the
order has been accepted (confirmation of order) or of the purchaser’s written statement that
he accepts the quotation of Bircher Reglomat AG.
1.2. These General Terms and Conditions of Sale shall be binding subject to being confirmed as
applicable in the quotation or a confirmation of order and having been handed over to the
purchaser.
The purchaser explicitly waives the application of his own General Terms and Conditions,
General Terms and Conditions of Sale or any other preformatted contract conditions.
1.3. In order to be valid, any agreements and material statements by the Parties hereto shall be
made in writing. Statements in the form of written texts, transmitted or recorded by electronic
means, shall be equal to the written form subject to having been specifically agreed between
the Parties hereto.
1.4. Should one of the provisions of these General Terms and Conditions of Sale become fully or
partly ineffective, the Parties hereto agree to replace the said provision by a new provision
being equal in legal and financial effect, where possible.
1.5. In addition to the original German version, these General Terms and Conditions of Sale are
also available as an English translation. Should general variations be found, the German
version shall prevail.
2. Quotations and Signature of Contracts
2.1. A contract shall be deemed to have been signed subject to Bircher Reglomat AG having
confirmed acceptance in writing after receipt of the order.
2.2. Quotations shall be binding subject to para. 6 subpara. 2 for the period of acceptance stated
in the quotation. This shall apply to written quotations only. Quotations in which no period of
acceptance is stated shall not be binding.
3. Scope of Supplies
3.1. The scope and completion of supplies and services shall be based on the confirmation of
order. Material or services not included therein shall be charged extra.
3.2. In principle, the supplier reserves the right to change designs and make technical
modifications.
4. Technical Documentation
4.1. Leaflets and catalogues shall not be binding without any reference to some other agreement.
The contents of product data sheets shall only be binding as and when explicitly assured.
4.2. Bircher Reglomat AG reserves all rights to technical documentation handed over to the
purchaser. The purchaser acknowledges these rights and agrees not to make such
documentation accessible to third parties without the written approval of Bircher Reglomat
AG or use it for any other purposes than those for which it has been handed over.
4.3. Should no order result, all documentation shall be returned to Bircher Reglomat AG on
request.
5. Regulations in the Country of Destination
5.1. The purchaser shall notify Bircher Reglo-mat AG by the point in time when an order is placed
of any legal, official and other regulations and standards associated with effecting supplies
and rendering services, operation and Health and Safety provisions.
5.2. Unless otherwise agreed, supplies and services comply with the regulations and standards
applicable to the purchaser’s domicile, which have been notified to the supplier in
compliance with para. 5.1.
6. Prices
6.1. Unless otherwise agreed, prices of Bircher Reglomat AG shall be quoted net ex works
CH-8222 Beringen, Switzerland in Swiss Francs, excluding packaging, transport, insurance,
general taxes, certification, customs fees, assembly, installation and commissioning.
6.2. Should in exceptional cases prices be agreed in any other currency than Swiss Francs,
Bircher Reglomat AG shall be entitled to adjust prices, should the rate of exchange of any
currency agreed vary upwards by more than 1.5 % for Swiss Francs. Prices shall be based
on the rate of exchange agreed. Should no base rate of exchange be agreed in error, the rate
of exchange (of foreign currencies, buying rate) valid at the time at which the quotation has
been accepted by the purchaser shall apply.
7. Terms of Payment
7.1. Payment of the purchasing price shall be due as follows:
a) 30 days net after notification of readiness for shipment and invoicing.
b) For exports, Bircher Reglomat AG shall be entitled to demand payment by irrevocable letter of
credit, confirmed by a Swiss bank designated by Bircher Reglomat AG. Any bank charges
incurred shall be paid by the purchaser.
7.2. The mode of payment shall be agreed in the quotation and/or the confirmation of order.
7.3. Payments shall be effected by the purchaser to the domicile of Bircher Reglomat AG without
any deduction of cash discounts, fees, taxes and charges whatsoever in free Swiss currency.
Any terms of payment to the contrary shall be specifically agreed.
7.4. Should payment be delayed, Bircher Reglomat AG reserves the right to suspend scheduled
supplies without delay and shall be entitled to charge interest for delay of 12 % p.a..
8. Retention of Title
8.1. Bircher Reglomat AG reserve title to the supplies prior to full payment.
8.2. The purchaser agrees to co-operate in taking action for the protection of property of Bircher
Reglomat AG as required. The purchaser authorises Bircher Reglomat AG specifically on
signature of the contract to register or enter the title in public registers books or similar at the
purchaser’s expense in compliance with applicable local laws and to fulfil all formalities in
this respect.
The purchaser agrees to maintain any items supplied at his cost for the period of retention of
title and to insure these in favour of the supplier against theft, breakage, fire, floods and any
other risks. In addition, the purchaser agrees to neither affect nor cancel the supplier’s title in
any way whatsoever.
9. Delivery
9.1. Delivery shall commence on acceptance of the order by Bircher Reglomat AG and after full
clarification of technical matters.
9.2. Delivery shall be suitably extended:
- should details required for com-pleting the order not be received by Bircher Reglomat AG in
due course or be modified retrospec-tively by the purchaser.
- should terms of payment not be adhered to, letters of credits be opened too late or any import
licences required not be received by Bircher Reglomat AG in due course;
- should restricting events occur, which Bircher Reglomat AG is unable to avert, irrespective of
the application of due care and irrespective of whether these occur to Bircher Reglomat AG,
the purchaser or third parties. The said events may be Acts of God, such as epidemics,
mobilisation, war, rebellion, considerable disruptions in operation, accidents, industrial
action, delayed or faulty supplies of any raw materials, semifinished or finished products,
uselessness of important parts (scrap), official intervention or omissions and natural disasters.
10. Supply, Transport and Insurance
10.1. All products shall be carefully packed by Bircher Reglomat AG. Packaging shall be invoiced
to the purchaser at cost price.
10.2. Special requests for shipment and insur-ance shall be notified to Bircher Reglomat AG in
good time. Shipment shall be effected by a haulier designated by the purchaser, who shall
be responsible for all export formalities for exports from Switzerland. Should the purchaser
not have designated a haulier, Bircher Reglomat AG shall be entitled at its discretion to
instruct a forwarding company with shipment. In this case, the costs of these additional
efforts shall be invoiced to the purchaser.
10.3. Transport shall be effected at the purchaser’s cost and risk. The purchaser agrees to notify
the last haulier without delay of any complaints associated with transport on receipt of the
consignment or the freight documentation.
10.4. All import arrangements for import to the country of destination shall be made by the
purchaser or his agent.
10.5. The purchaser shall be responsible for insuring the goods against damage. Although
insurance might have to be taken out by Bircher Reglomat AG, the purchaser shall be
responsible for the costs.
11. Inspection and Acceptance of Consignments
The purchaser agrees to inspect consignments within a period of eight days after receipt and
notify Bircher Reglomat AG of any defects in writing without delay. Should this be omitted,
supplies and services shall be deemed to have been accepted.
12. Warranty and Liability
12.1. Bircher Reglomat AG guarantees that any products supplied by the company are free from
faulty workmanship and materials.
12.2. Only properties explicitly referred to as such in product data sheets shall be assured
properties. Such assurance shall expire on expiry of the period of warranty.
12.3. The period of warranty for the products shall be twelve months, commencing with dispatch
of a shipment ex works but ending prematurely, should a product have been subject to
2'200 operating hours from commissioning in the purchaser’s or a third party’s premises.
The period of warranty shall commence on delivery of the products ex works Bircher Reglomat AG.
12.4. Should the products be faulty, the purchaser shall be entitled to demand a replacement
during the period of warranty or remedy of the fault by Bircher Reglomat AG.
In case of replacement, faulty material shall be returned to Bircher Reglomat AG within a
period of ten days on first request by Bircher Reglomat AG. Costs incurred for the return
shall be paid by Bircher Reglomat AG.
12.5. Should faults in compliance with Art. 12.4. not be remedied by Bircher Reglomat AG within a
suitable period of time by the supply of replacements or remedy of faults, the purchaser
shall be entitled to demand a reduction in the purchasing price or cancellation of the contract.
12.6. The period of warranty shall expire prematurely should the purchaser or third parties effect
inappropriate modifications or repairs or should the purchaser, when a fault has been
detected, not take all suitable steps available without delay in order to curtail any loss/damage
and grant Bircher Reglomat AG an opportunity to remedy the fault.
12.7. Damage not evidently due to inferior material, faulty designs and workmanship or for any
other reason whatsoever, for which Bircher Reglomat AG is responsible, shall be excluded
from the warranty and liability of Bircher Reglomat AG.
12.8. The purchaser shall have no other rights and claims than those explicitly stated in paras.
12.4 and 12.5 for faults in materials, design or workmanship and any lack of assured properties.
12.9. Should delivery be delayed, Bircher Reglomat AG shall only be responsible for intent or
gross negligence and for maximum damage/losses up to the value of any goods subject to
delayed delivery. Cancellations and reductions shall be excluded.
12.10.All cases of contract infringement and their legal consequences and any claims by the
purchaser, irrespective of their legal reason, shall be finally settled by these Terms and
Conditions. In particular, any claims for damages, reduction and cancellation of or
rescission from the contract shall be excluded. Liability for consequential damages shall
be excluded, unless cancelled by mandatory product liability provisions.
13. Applicable Law
This Contract shall be subject to Swiss law.
14. Jurisdiction
The Parties hereto agree to subject themselves to the jurisdiction of the courts of justice at CH-8222 Beringen, Switzerland.
Beringen / Speicher, November 30, 2001
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