1Preamble 1.1 The contractor (hereafter called Ramseier Normalien) accepts orders, sells, lets and delivers exclusively based on these termsandconditionsofsalesanddelivery.The following terms and conditions apply to all services carried out by Ramseier Normalien or one of their named subcontractors in the framework of this contract.The version valid at the time of completionof thecontract isalwaysdecisive. 1.2 These terms and conditions are considered to have been acceptedat the latestwith receiptof thegoodsorservices.Verballyagreedchangesoradditionstothiscontractareonlythen effective, if they have been confirmed in writing by Ramseier Normalien. 1.3Businessordeliveryconditions respectivelyby theclientare explicitly excluded from the objectivelegal transaction and the total business deal, unless they have been expressively acceptedinwritingbyRamseierNormalien. 1.4 Offers are in principle subject to change and without obligation. 1.5 Technical as well as other changes remain reserved within theboundsofwhat is reasonable. 1.6 Are or do some of these business conditions become invalid or ineffective, then the validity of theother regulations will not be affected by this. The regulation which is totally or partially ineffectivewill be replaced by a regulation which will approximate the economical success of the ineffectiveregulation theclosest. 2Deliveries 2.1 Delivery occurs according to the conditions quoted in the relevantdocuments,basedon theIncotermsvalidat this time. 2.2 Ramseier Normalien reserves the right to make partial deliveriesat itsowndiscretion. 2.3 Complaints due to transport damages can only be accepted iftheyarerecorded immediatelywiththecarrierresponsible on thedelivery receiptwhen takingdeliveryof thegoods.Furthermore, however, damages must be presented immediately, butat leastwithin14days, inwriting toRamseierNormalien. 2.4 Delivery dates stated according to the order confirmation are only valid as guidelines. Acts ofGod or other unforeseen circumstances in the sphere of Ramseier Normalien or its subcontractors release Ramseier Normalien from observing the arrangeddeliverydate. 2.5 Disruption in business and traffic and delivery by subcontractors not in accordance with the regulations are also part of unforeseen circumstances and release Ramseier Normalien for the duration of the delay or at Ramseier Normalien’s discretion also finally from the commitment to deliver, so that no claims based on the withdrawal by Ramseier Normalien arise for the client. In this case, the client will be informed promptly. The considerationwillbe refundedpromptly. 2.6 It isup toRamseierNormalien tochoose the typeofpackaginganddispatchof thegoodsand themeansof transport. 2.7 Observing the delivery dates requires the fulfilment of the contract requirementsby theclient,especially theobligation to payanagreeddepositaswellassettledueaccounts. 2.8Deliverydatesdon’tstartbeforecompleteclarificationofall performancedetails. 2.9 Ramseier Normalien charges part of the transportation costs to handle goods that are returned because of an order errorby theclient. 2.10RamseierNormalienchargesanadditionalminimumorder fee of CHF 15 (€ 15) for deliveries of a value of less than CHF 100 (€100). 2.11 The client bindingly declares his wish to purchase the ordered goods at the time of the order,regardless of the way of ordering. When goods are ordered electronically, Ramseier Normalienwillpromptlyconfirm receiptof theorder.However, this electronic confirmation is not a binding declaration of acceptionof theofferedcontract.RamseierNormalien is justified to accept the contract offer within 2 weeks. In case of goods orderedelectronically,RamseierNormalien is justifiedtoaccept theorderwithin5workingdaysof receipt.RamseierNormalien hastherighttodeclinetheacceptanceoftheorder– forexampleafterchecking thecredit ratingof thecustomer. 3Prices 3.1Thepricesmentioneddon’t includeanysales tax. 3.2Tocalculatetheprices,thepricesvalidonthedayofdelivery aredecisive; incaseofdoubt,thepricesmentionedontheorder confirmationor theoffer respectivelywillapply. 3.3 Should wages based on collective bargaining regulations in the industry or internal business dealsor should other cost centres relevanttothecalculationorcostsnecessary forperforming the service,such as those for materials, energy, transport, foreign workers, financing, etc., change, thenRamseier Normalien is justified to raiseor lower thepricesaccordingly. 4Payment 4.1 Payments are due 30 days after submission of the invoice without any deductions or expenses.The payment conditions, which have been arranged for the total order, apply to part invoicesequally. 4.2 For orders which include several schedule units, Ramseier Normalien is justifiedtosubmitan invoiceafterdeliveryofeach unitorservice. 4.3 The client only then has the right to an off-set, when his counterclaims have been establishedabsolutely or have been acknowledged by Ramseier Normalien. The client is not entitled toholdbackanypayments. 4.4 The client must pay interest on the debt during the late payment period at 8 % over the basic interest rate.The client is obliged to carry all costs and expenditures in connection with the collectionof the claim, such as collection agency expenses orothercostsnecessary foranappropriate legalpersecution. 4.5 In case of late payments by the client, Ramseier Normalien is released fromall furtherserviceanddeliverycommitments. 4.6 Ramseier Normalien is justified, regardless of any regulations to the contrary by the client, to first credit payments to his oldestdebt. 4.7 A payment will only then be deemed as having occurred, when Ramseier Normalien can dispose over the amount. The client will bear the costs and expenses connected with chequesorpaperpayments 5Warrantee,Guarantee,LiabilityandComplaints 5.1 The client must examine the delivered goods for defects and report these toRamseierNormalien inwritingwithinaperiod of 14 days from receipt of the goods; otherwise asserting the guarantee will no longer be possible. Hidden defects must be reported in writing within a period of 14 days after the discovery of the defect. Punctual mailing suffices for maintaining the timeperiod. 5.2Specialdrawingpartsaswellasnon-stock itemscanusually notbe takenback. 5.3 Defects to part of a delivery cannot give cause for complaintsabout thewholedelivery. 5.4Each time,RamseierNormalien is responsible foronlyup to the value of the goods delivered by Ramseier Normalien with justifiedcomplaints. 5.5RamseierNormaliendoesn’t issueaguaranteethatthe item issuitablefortheplannedapplicationand,accordingly,replacementclaimswhicharisebasedondefectsbecauseof incorrect usewillbedeclined. 5.6 It is agreed that the client must legally assert his rights to a warranteeformoveableassets inthesenseof§933ABGBwithin sixmonths.This regulationdoesn’tapply toconsumerbusinesses,according to the lawagainstwrongfuldismissal. 5.7 Parts subject to wear and tear and accessories, as well as repairsasa resultofunauthorised interventionsby thirdparties areexcluded fromthewarrantee.Whenthecontractualobjects areused inconnectionwithequipmentand/orprogrammesof thirdparties,thenawarranteeonlyexists fordefects in function and/or performance, when such defects would also appear withoutsuchaconnection. 5.8Recourseclaims in thesenseof§12product liability laware excluded,unlesstherecourseclaimantprovesthattheerrorhas been caused in the sphere of Ramseier Normalien and at least canbeblamedongrossnegligence. General Terms and Conditions of Sales and Delivery 5.9 The client is responsible for the full burden of proof for all claim prerequisites, especially for thedefect itself, the time of its discovery and the timelines of its reprimand. No guarantees in the legalsense are given. Manufacturer’s guarantees remain unaffectedby this. 6LimitedLiability 6.1Except forthefieldofapplicationoftheProductLiabilityAct (PHG), the liabilityofRamseierNormalien is limited to intention and gross negligence. The liability for lesser negligence, the compensation for consequential damage and monetary loss, lost savings, tax losses, third party claims against the client due to the damages plus wrong descriptions and specifications in ourdocumentsareexcluded. 6.2 The above limited liabilities do not apply to physical and health injuries to the client, which could beblamed on RamseierNormalien. 7ReservationsofProprietaryRights 7.1The goods supplied remain the absolute property of Ramseier Normalien until the demands have been met. The client must lookaftertheup-keep inaccordancewiththeregulations (maintenanceand repairs)athisownexpenseduring this time. Mortgaging or protection transfers before complete payment are out of the question.The client must report immediately in writing about all actions by third parties regarding the goods, especially about access measures, as well as possible damage ordestructionofthegoods.Theclientmust immediatelyreport a change of ownership of the goods as well as its own change of address. The client must compensate Ramseier Normalien for all damages and costs, which arise from a violation against these obligations and from necessary intervening measures regardingaccessby thirdparties to thegoods. 7.2 Ramseier Normalien is justified when the client displays behaviour contrary to the contract, especially late payment, to back out of the contract and for the goods to be returned. In addition, Ramseier Normalien is justified to back out of the contract when an obligation is violated, according to point 7.1 and to request for the goods to be returned, when Ramseier Normaliencannotbeexpected tostandby thecontract. 7.3 The goods supplied remain the property of Ramseier Normalienuntil theobligationshavecompletelybeen fulfilled.The client is justified to further sell the reserved goods in proper business dealings. If the sale takes place on credit, then the client transfers the ensuing purchase price claim right away. If the sale takes place in cash, then the client is authorized and asked to receive the cash purchase price in the name of Ramseier Normalien. This must be kept separately and transferred immediately toRamseierNormalienaspaymentof thedebt. 7.4 Adapting and processing the goods by the client occurs in the name and on instructions ofRamseier Normalien. If processing thegoodsoccurs, thenRamseierNormalienacquiresa share in thenewasset in relationship to thevalueof thegoods supplied by Ramseier Normalien. The same applies, when goods are processed or mixed together with other goods, not suppliedbyRamseierNormalien. 8TransferofPerils 8.1 The danger of accidental destruction or accidental deterioration of the goods is transferred to theclient at the time of handing over, with a dispatch sale at the time of handing over the goods to theshipping agent, the carrier, or the persons or institution otherwise decided on for implementing thedispatch. 8.2 The transfer remains the same if the client is late in accepting it. 9PlaceofJurisdiction 9.1 As place of jurisdiction for all disputes arising indirectly or directly from the contract will be agreedto the local and competent Court of Jurisdiction at geographic registered office of RamseierNormalien. 9.2 For all legal relations between the client and Ramseier Normalien, including these terms and conditions of sales and delivery,geographicregisteredofficeofRamseierNor will apply. UN commercial law is not applicable.9.3The general terms and conditions of sales and delivery are written in German, French and English. In case of doubt the German version shallbebinding.ReleaseJanuary2010 (Subject toalteration
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