Section 1 – General
1.1 All goods and services sold and supplied by COMPAIR GmbH (“the Seller”), registered in 8212 Neuhausen / Switzerland, shall be exclusively subject to these General Terms and Conditions. Any differing terms and conditions of purchase of the purchaser shall not become part of the contract unless explicitly agreed to by COMPAIR GmbH in writing.
1.2 The Seller reserves ownership of and copyrights to samples, cost estimates, drawings and the like, and to information embodied in a tangible or intangible manner, including in electronic form. This information shall not be reproduced or made available to a third party without the consent of the Seller. The Seller shall make documents designated as confidential by the purchaser available to a third party only with the consent of the purchaser.
Section 2 – Prices and payment
2.1 Unless agreed separately, the prices shall be ex works and shall include loading at the seller`s premises, but not include insurance, packaging, unloading and all other auxiliary costs. Value-added tax shall be added to the prices at the respective statutory rate.
2.2 Payments shall be made without deduction to the Seller`s account within 30 days of the date of the invoice.
2.3 The purchaser shall not be entitled to offset any counterclaims.
Section 3 – Delivery period, delay in delivery, force majeure
3.1 The delivery period shall be as agreed to by the parties. To allow it to commence and to be observed by the Seller, all commercial and technical questions must first be clarified and the purchaser must have fulfilled all his obligations, such as furnishing of the necessary official certificates or approvals or making of a down-payment.
If this is not the case, the delivery period shall be extended commensurately. This shall not apply if the Seller is responsible for the delay.
3.2 If shipment or acceptance of the article to be supplied is delayed for reasons for which the purchaser is responsible or if the purchaser culpably violates other duties of cooperation on his part, the Seller shall be authorised to demand compensation for the losses he has incurred in this regard, including any additional expenses, in particular store the article to be supplied at the risk and expense of the purchaser.
3.3 If a failure to observe the delivery period is due to force majeure, such as natural disasters, epidemics, war, armed conflicts, civil war, revolution, terrorism, sabotage, nuclear/reactor accidents, labour disputes or other events that are outside the Seller`s control, the Seller shall be discharged from his performance obligations for the duration of the event and the delivery period shall be extended appropriately. The Seller shall inform the purchaser of when such circumstances start and end as soon as possible. If such circumstances warrant it, the Seller shall also be authorised to terminate the contract.
Section 4 - Transfer of risk, acceptance, insurance
4.1 Risk shall pass to the purchaser upon the start of loading of the parts to be supplied at the Seller's works even if partial deliveries are made or the Seller has assumed other services, such as shipping cost or delivery and installation.
4.2 The purchaser cannot refuse acceptance due to an insignificant defect, provided the Seller acknowledges his obligation to remedy the defect.
4.3 lf shipment or acceptance is delayed or not performed due to circumstances not attributable to the Seller, the risk of accidental loss or accidental deterioration of the article to be supplied shall pass to the purchaser from the day on which notice is given of its readiness for shipment or acceptance. The Seller undertakes to take out insurance requested by the purchaser, such as transport insurance, at the expense of the purchaser.
4.4 Partial deliveries shall be permitted as long as this is reasonable for the purchaser.
Section 5 - Retention of title, assignment of claims
5.1 The Seller shall retain title to the supplied article until all claims have been settled, in particular the respective outstanding balances to which the Seller is entitled as part of the business relationship with the purchaser (overall retention of title)
5.2 lf the purchaser acts in breach of contract, in particular if he is in arrears with payment, the Seller shall be authorised to take back the supplied articles after issuing a warning.
Section 6 – Warranty
Warranty is limited to 12 month unless agreed to otherwise in writing.
Section 7 – Liability for defects
The Seller shall be liable for defects and legal imperfections in title to the exclusion of further claims - subject to Section 7 - as follows:
7.1 Material defects
7.1.1 Following agreement with the Seller, the purchaser shall give the Seller the required time and opportunity to make all the repairs and to supply such replacements as the Seller deems necessary. The purchaser shall have the right to rectify the defect himself or have it rectified by a third party only as an exception when agreed to by the Seller.
Section 8 – Liability
8.1 The Seller shall be liable for damage not caused to the supplied article itself - on whatever legal grounds, including liability for auxiliary personnel – only; if he has acted with intent; if he has been grossly negligent; in the case of defects the Seller has concealed with intent to deceive; in the case of defects to the supplied article, provided a mandatory legal obligation exists in accordance with the Swiss Product Liability Law. (Produkthaftungsgesetz)
8.2 Further claims for damages - on whatever legal grounds - shall be excluded.
Section 9 - Limitation of actions
9.1 lf, as part of rectification of a defect, the purchaser obtains new rights in relation to defects, all claims arising from these rights shall become statute-barred at the latest 6 months from when the defect was rectified, whereby such claims shall exclusively be limited to defects that arise directly in connection with the rectification of the defect.
Section 10 - Applicable law, place of jurisdiction
10.1 In addition to these provisions the laws of Switzerland shall apply exclusively to all legal matters between the Seller and the purchaser without applying conflicting legal regulations and the regulations of the United Nations Convention dated 11 April 1980 on the international sale of goods (CISG).
10.2 Any dispute, controversy or claim arising out of or in relation to the contractual relationship between the Seller and the purchaser, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three; the venue for the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English. Alternatively, the Seller shall also be authorised at his discretion to file legal action at the competent court in Schaffhausen, Switzerland.
Section 11 - General provisions
11.1 Unless otherwise specified in the acknowledgement of order, the place of performance for the parties' mutual obligations from the contractual relationship shall be the place of the Seller's registered offices. This shall also apply if there exist clauses customary in the trade which say otherwise.
11.2 The purchaser shall not assign his contractual rights to a third party without the written consent of the Seller.