GENERAL TERMS AND CONDITIONS OF SALE
- General Conditions
The following terms and conditions of sale and delivery apply to all agreements between the Customer and Cavitech SA and the obligations arising therefrom. They also apply to all future orders, even if they have not been expressly the subject of a new agreement. All the Customer’s terms and conditions are explicitly declared inoperable against Cavitech SA, unless expressly accepted by the latter. Where the Parties agree to special conditions derogating from this Agreement, such conditions shall be the subject of a written agreement. Otherwise, these general conditions apply to all goods and services. The Client may transfer its contractual rights to third parties only with the prior written consent of Cavitech SA.
- Privacy
The technical and commercial documents provided to the Customer are confidential and may not be communicated to third parties without prior authorisation from Cavitech SA. Furthermore, the studies, plans, drawings and documents entrusted to the Customer remain the property of Cavitech SA and must be returned to it on first request.
- Formation of the contract
Orders become firm and final upon acceptance by Cavitech SA. Order acceptance is done in writing in the form of an order confirmation. Cavitech SA may require orders to be placed in writing. Any amendment or modification concerning orders already placed must be submitted in writing by the Customer and confirmed by Cavitech SA through a new order confirmation. The return or exchange of parts of the goods is not foreseen. In the case of orders specific to the Customer, any return is excluded. The latest version of the General Terms and Conditions provided to the Customer shall apply.
- Scope of delivery obligations
delivery times confirmed by Cavitech SA are given for information purposes only and cannot constitute an undertaking on its part, unless it has been expressly agreed as having binding force. In any event, delivery times may only start to run once all technical questions have been resolved and when there is a written agreement concerning the details of the order. The Client must fulfil its obligations in a timely manner, in particular, provide timely documentation and supplies, as well as necessary authorizations, and make agreed payments.
Depending on the insolvency risk presented by the Client, Cavitech SA reserves the right to set a ceiling on outstanding amounts.Cavitech SA cannot be held liable in any way whatsoever in case of delay of delivery, no sum can be claimed as penalties of delay, damages or other reason. Under no circumstances may a delay in delivery be considered as a cause of breach of contract on the part of the Customer without the agreement of Cavitech SA.
- Shipping / Packaging
Loading and delivery are done according to the chosen incoterm. The goods are sold at our rate and do not take into account the packaging, mode of delivery or mode of transport chosen.
When the delivery has been delayed due to a Customer’s request or through its fault, Cavitech SA will store the goods concerned at the Customer’s risk and at the Customer’s expense.
When the Customer fails to fulfil its commitments or obligations in accepting the delivery, Cavitech SA shall be entitled to claim damages for any loss resulting therefrom and any additional costs incurred.
- Prices and terms of payment
Offers, prices and payment terms shall be communicated in writing. The validity period is indicated on the document. The prices are net excluding VAT, transport, shipping and packaging costs, in the currency used in the offer. For deliveries abroad, any costs and customs duties are the responsibility of the Customer. For deliveries of small quantities with an invoice amount of less than CHF 50.- a surcharge of CHF 20.- per delivery/invoice is charged. Any increase in subcontractor prices, any significant change in price, any increase in customs duties and any additional tax charges that occur during the performance of the contract entitles Cavitech SA to change its prices. Such changes shall be communicated to the Customer in advance. The Customer may request a justification for price increases. Unless otherwise agreed in writing, invoices must be settled net within 30 days from the date of the invoice. Once the payment period has elapsed, default interest and recall fees may be charged. Customers may not withhold or suspend payments for any reason, whether in connection with claims or other claims they have made. It is not permissible to set off any counterclaims. The delivered goods remain the property of Cavitech SA until full payment. If a Customer does not comply with the payment conditions or becomes insolvent, all outstanding assets of Cavitech SA are due immediately. For other orders, including those that have been confirmed, Cavitech SA is free to change the conditions immediately and without notice and/or deliver the goods only against an advance payment. If, after the conclusion of the contract, Cavitech SA becomes aware of circumstances reducing the solvency of the Customer, Cavitech SA is entitled to deliver the service only against an advance payment. If no advance payment is made within a reasonable period set by Cavitech SA, Cavitech SA shall have the right to withdraw from the contract.
- Force majeure
In case of force majeure such as fires, war and strike and any other harmful, unforeseeable and unavoidable events, which are not the responsibility of Cavitech SA, the delivery time will be extended accordingly. This provision also applies in case of delay in delivery of materials and components necessary for delivery to the Customer, unless the delay is the responsibility of Cavitech SA, as well as in case of serious accidents of materials or tools. Where the foregoing circumstances change the economic significance of the contract or the content of the contractual obligations in a material manner, or significantly affect the business of Cavitech SA, or if it becomes clear that the contract cannot be satisfied for factual reasons, the contract must be adapted accordingly. Where this is not economically justifiable, Cavitech SA shall have the right to terminate the contract in whole or in part. In this case, Cavitech SA informs the Customer without delay of its intention to terminate the contract, even in cases where it has first agreed to an extension of a delivery time with the Customer. All claims for damages due to such termination are excluded.
- Guarantee
In the absence of specific requirements from the Customer, the products are checked in accordance with internal directives. The Customer is required to inspect the delivered goods to verify the quality and quantity, and to report any damage, defects, delivery errors or incomplete deliveries immediately, but no later than within 5 working days to Cavitech SA. If it fails to do so, the delivery shall be deemed to be properly executed. Any hidden defects must also be reported immediately after their discovery, but no later than 7 days after discovery. The declaration to Cavitech SA must be made in writing and must contain at least information concerning defects and differences from what was expected as well as observations. If the declaration is not made on time, all warranty rights shall lapse. The same time limits apply for the execution of development work and manufacturing and repair orders on behalf of the Customer. Cavitech SA does not offer any other or more extensive warranty due to defects in the item or warranty in the event of eviction. In particular, Cavitech SA does not guarantee that the delivery is suitable for the required use or that it does not infringe any third party rights. The warranty of Cavitech SA is limited to manufacturing or material defects, which can be remedied, according to its choice, by repairing defects or subsequent delivery. Cavitech SA is not responsible for damage to the goods during transport. Such damage must be declared and be the subject of a claim directly with the carrier or the postal service responsible for delivery. In the case of electronic data transmission, the delay begins to run from the arrival of documents such as drawings, diagrams, parts lists, etc. at the Customer. The guarantee period is defined under Swiss law.
In the event of a justified complaint, Cavitech SA shall, within a reasonable time, carry out the repair work on the goods following the reported defects. Any right and claim of the Customer concerning compensation, conversion of the purchase or reduction of the purchase price are expressly excluded. If the repair work for defects in the goods remains unsuccessful, the liability is limited to a free replacement of the defective goods. If it is not possible to deliver a replacement, the purchase price is refunded against return of the defective goods.
- Personal data
The personal information collected by Cavitech SA (surname, first name, address, telephone, email address, bank details, etc.) is stored in a Customer file and used for the proper management of relations with the Customer and the processing of orders. The personal information collected is kept for a period that cannot exceed the legal period. Access to personal data is strictly limited to the employees and agents of Cavitech SA, authorized to process them due to their functions.
- Jurisdiction
In the event of a dispute, the Court of Boudry shall have sole jurisdiction, even in the event of an appeal in guarantee or of a plurality of holders.
- Validity
These general terms and conditions of sale are valid from 1 January 2021 until further notice.
