General terms and conditions of Mechtop AG for deliveries and services
1.1. The present General Terms and Conditions form the basis of Mechtop's business dealings with its customers. The valid terms and conditions of Mechtop AG also apply to additional and / or follow-up orders of customers. The terms and conditions are enclosed with offers and order confirmations, but can also be requested from Mechtop AG and are available at www.mechtop.ch.
1.2. General terms and conditions of the customer as well as agreements in deviation of these terms and conditions are only binding for the Mechtop AG if they have been explicitly recognized in a document. Changes and / or additions to these terms and conditions must be written down in a document.
1.3. If any provision of these terms and conditions prove to be invalid, ineffective or unenforceable, this shall not influence the validity, effectiveness and fulfillment of the remaining provisions of the GTC. The agreements with the customer are not affected. In this case, the parties undertake to replace the invalid, ineffective or unenforceable part of the GTC by a valid, effective and satisfiable provision, which comes closest to the content of the GTC.
2. Offer and conclusion of contract
2.1. Offers of Mechtop AG are non-binding.
2.2. A contract between Mechtop AG and the customer comes into existence by sending the written order confirmation, delivery of the ordered goods or by providing the service by Mechtop AG.
3.1. Unless otherwise agreed, all prices are net, ex works, excl. VAT, excluding packaging / postage / shipping and insurance costs and in Swiss francs. All additional costs such as freight, insurance, export, transit, import and other authorizations as well as official costs shall be borne by the customer. Likewise, the customer has to bear all sorts of taxes, duties, fees and similar costs.
3.2. For additional services that are commissioned after the conclusion of the contract by the customer, the prices are defined in accordance with "Conditions Mechtop AG".
3.3. Is there an increase in the price of material after submission of the offer by the Mechtop due to a change in the calculation basis, there will be an appropriate surcharge. In addition, a reasonable price increase will be made in particular (not final) if:
- the nature and extent of the agreed delivery or service have undergone a change due to the customer;
- the material or design undergoes changes because the documents provided by the customer did not reflect the actual conditions or were incomplete;
- additional costs of assembly work, storage and material management costs in case of unforeseen interruptions due to on-site delays;
- Overtime surcharges and supplements for night, holiday and Sunday work requested by the customer.
- Proven excess deliveries of work and materials not listed in the offer or order confirmation.
4.1. Agreed delivery periods are not fixed dates and, in any case, require fulfilment of the customer's contractual obligations. Delivery times are not binding, unless otherwise agreed. All claims of the customer incl. contract cancellation due to late delivery are excluded.
4.2. Partial deliveries are permitted and must be accepted by the customer.
5. Terms of payment
5.1. Payments must be made within 30 days from date of invoice net without any deduction. If the payment is not made on time, the customer owes a default interest of 7% p.A.
5.2. If the invoice is not paid on time, default charges of CHF 25 per reminder will be made. The withdrawal from the contract, the assertion of further damage caused by delay and / or claims for damages remain reserved by Mechtop.
6. Transition of benefit and danger
6.1. Benefit and risk are transferred to the customer at the conclusion of the contract, but at the latest at the time when the goods are ready for dispatch or assembly.
6.2. The transportation risk is borne by the customer. In case of transport by third parties, any transport damage is to be asserted exclusively at the respective haulier.
6.3. If the shipment of the goods for reasons is delayed or impossible, which does not have to be represent by Mechtop AG, the goods are stored at the expense and risk of the customer.
7. Retention of title
The goods including accessories change ownership to the customer only after full payment of the price plus any costs and interest. Until then, the customer may not dispose of them, in particular neither use, install, sell, rent or pledge, etc. In the event of seizure, distress upon or retention, the customer must notify the debt enforcement or bankruptcy office of Mechtop's property and notify them immediately. Mechtop AG is entitled to register the retention of title at the expense and without the participation of the customer in the responsible register.
8. Warranty and liability
8.1. Notifications of defects must be addressed to Mechtop in writing, stating the exact complaint within no more than five working days from the beginning of the initial operation and risk. Inadequate or late complaints result in forfeiture of the rights of the defect.
8.2. The Mechtop always has the right to rectification before asserting other rights of defects. The warranty period for delivered goods is two years. It starts from the moment of the transfer of Utility and danger.
8.3. The warranty expires prematurely if the customer or a third party makes changes or repairs, or if the customer, if a defect has occurred, does not immediately take all suitable measures to mitigate the damage and gives Mechtop AG the opportunity to remedy the defect.
8.4. Mechtop AG does not take any liability for products of other manufacturers, even if these products are sold or offered together with products of Mechtop AG.
8.5. Unless otherwise regulated, defective products are to be delivered by the customer at his expense to the domicile of Mechtop AG.
8.6. Excluded from the guarantee and liability of Mechtop AG are all damages, which cannot be proven as a result of bad material, faulty construction or inadequate execution and are represented by Mechtop, e.g. due to natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive use, unsuitable equipment, chemical or electrolytic influences, construction or assembly work not performed by Mechtop AG, and any other cause beyond the control of Mechtop. Hence, excluded are all consequential damages and indirect damages.
8.7. Any liability of Mechtop AG is limited in amount up to the amount of the agreed delivery resp. Service price for the contract. Likewise, the liability for auxiliary persons is restricted within the same framework.
9. Premature contract termination
9.1. If a delivery / service of Mechtop AG is not possible due to the customer, or if he violates a legal or contractual obligation, Mechtop AG is entitled to withdraw from the contract without compensation. Mechtop AG is to be fully indemnified, including compensation for lost profits.
9.2. In the event of premature termination of the contract by the customer, Mechtop AG shall in any case be fully indemnified, including compensation for loss of profit.
10. Special provisions
10.1. Mechtop AG reserves the right of ownership and copyright to plans, illustrations, drawings, know-how and other intellectual property rights.
10.2. The customer has no right of retention of the invoice claim. The customer is only entitled to offset if counterclaims have been legally established and / or recognized in writing by Mechtop.
11. Place of execution, jurisdiction and applicable law
Place of execution and jurisdiction is CH-Wangen bei Olten. It applies exclusively Swiss substantive law, excluding the conflict of laws of international private law (in particular the Vienna Sales Convention of 11.4.1980).
© Mechtop AG, Wangen b. Olten, Switzerland.01.06.2017 Any changes to these terms and conditions without prior notice are reserved.