1. General/conclusion of contract
1.1 The customer acknowledges the following terms and conditions of sale and delivery as the basis for the present delivery. The conditions of sale and delivery are binding if they are declared applicable in the offer or in the confirmation of order. Other terms and conditions of the customer shall only be valid if we have confirmed them in writing in each individual case. The purchase contract shall be deemed concluded upon receipt of Consel’s written order confirmation.
2. Subject of the contract, scope of delivery
2.1 Our order confirmation is decisive for the scope and execution of the delivery. Consel Group AG is entitled to make changes that lead to improvements as long as they do not cause a price increase.
2.2 Assembly work is based on the following installation conditions:
- free access to the equipment and apparatus locations
- Foundations with sufficient strength according to technical documentation
- Electrical installations for high and low current ready for operation
- including the necessary fuses, connection lines to external elements available
- Plant components labelled in accordance with the technical documentation
- Lifting equipment and scaffolding as well as unloading aids for heavy elements available on site
2.3 Additional expenses due to waiting times and empty trips, conditions not met, interface problems with third party suppliers not represented by Consel Group AG as well as deployments outside normal working hours will be charged additionally.
2.4 On-site adaptation and installation work is generally not included in the services.
3.1 The agreed delivery period begins with the receipt of all information necessary for the execution of the order and ends with the readiness for dispatch of the goods.
The delivery period shall be extended accordingly if the following conditions apply:
- if the information required by Consel Group AG for the fulfilment of the contract is not available in time or if the customer has subsequently changed it and thus caused the delay.
- if the ordering party or third parties are in arrears with the work to be carried out by them or with the fulfilment of their contractual obligations, in particular if the ordering party does not comply with the terms of payment.
- Cases of force majeure, trade barriers, difficulties caused by governments, operational incidents such as fire, floods, accidents, strikes and damage to factory equipment, delays due to transport, difficulties in procuring personnel and materials or any other causes beyond the control of our company. In any case, if the delivery period is exceeded, the customer shall not be entitled to any compensation or cancellation of the order.
4.1 Dismantling, removal and disposal of existing structures shall be invoiced on a time and material basis if no fixed price has been agreed. Constructions to be disposed of as hazardous waste shall be invoiced separately.
5. Transfer of benefits and risks
5.1 The customer shall bear the benefit and risk of the goods ex domicile Buchs/ZH or other place of dispatch. VAT, transport, packaging, freight and insurance, if expressly requested by the customer, shall be borne by the customer. He must notify the responsible transport company and the insurer of any complaints due to transport damage, delays, etc. in good time and in accordance with the regulations.
5.2 The customer must inspect the delivery within 14 days of arrival at the place of destination and report any defects in writing. If no notification is made within this period, the delivery shall be deemed to have been approved.
6.1 All prices are net, excl. VAT, ex domicile Buchs/ZH, without any deductions of cash discount, expenses, building deductions, fees or the like. Offers are generally valid for a maximum of 90 days, unless otherwise agreed. Consel Group AG reserves the right to adjust prices at any time without prior notice.
6.2 The prices usually remain fixed until the agreed delivery or assembly date, unless otherwise stated in the order confirmation.
6.3 Payments are to be made to the domicile of Consel Group AG, Buchs/ZH.
6.4 The minimum invoice amount is CHF 150.00.
6.5 The price for attachments shall be, if in the order confirmation
not otherwise mentioned or agreed, in the following instalments:
- 30% on receipt of order
- 30% with readiness for delivery according to deadline
- 30% on delivery or start of assembly by Consel Group AG or agreed date
- 10% after commissioning or acceptance
6.6 The payment period shall generally be 20 days, 10 days in the case of maintenance and fault operations, from the date of issue of the invoice. In the event of non-compliance with the agreed payment dates, default interest will be charged at the current private discount rate.
7. Retention of title
7.1 The equipment remains the property of Consel Group AG until the purchase price has been paid in full. The customer undertakes to inform us in writing of any changes to the location of the equipment. Consel Group AG can make use of the possibility of entering the retention of title according to article 715 ZGB at its own discretion and inform a landlord of business premises of the retention of title.
8. Inspection/acceptance of deliveries and services
8.1 Consel Group AG will check the deliveries and services as far as usual before dispatch or after assembly. Further tests are to be agreed separately, and
to be paid by the customer.
8.2 If acceptance is agreed, the following shall apply:
- A record of the acceptance shall be drawn up and signed by the customer (site management, building owner). It shall state that acceptance has taken place or that the customer refuses acceptance. Defects asserted shall be recorded individually in the minutes.
- The Purchaser may not refuse acceptance and signature of the minutes due to minor defects, in particular those which insignificantly impair the functionality of the delivery or services.
8.3 Acceptance shall also be deemed to have taken place as soon as the Purchaser uses the Supplies or Services.
9. Warranty, guarantee
9.1 The product warranty is 24 months. It begins with readiness for dispatch or upon completion of assembly or agreed acceptance. If dispatch, assembly or commissioning is delayed for reasons for which Consel Group AG is not responsible, the warranty period ends 30 months after readiness for dispatch at the latest.
9.2 For repaired or replaced parts, the warranty period begins anew and lasts 6 months from replacement or completion of the repair, but not more than 30 months from the basic delivery.
9.3 The warranty expires prematurely if the operator makes improper changes/repairs or does not use original spare parts or unsuitable, non-homologated operating material.
9.4 Within these periods Consel Group AG assumes the general guarantee for the faultless functioning of the systems delivered by Consel Group AG, with the exception of the user programs to the extent that Consel Group AG repairs or replaces as quickly as possible at our discretion all parts that are demonstrably defective or become unusable as a result of manufacturing faults, material defects or defective execution. We shall bear the costs for work and material incurred by Consel Group AG as a result of repairing the defective parts. Dismantling, assembly, transport and insurance costs of the defective or unusable or repaired parts sent to us or by us to the customer shall be borne by the customer. Natural wear and tear is excluded from the warranty. Rental and replacement equipment during the repair period will be invoiced.
9.5 Warranted characteristics are only those which have been expressly designated as such in the order confirmation. They shall be deemed to have been performed when the test has been performed. Consumables are excluded from the warranty. There is also no claim to warranty as a result of natural wear and tear, inadequate maintenance, improper operation, non-compliance with operating instructions.
10.1 Consel Group AG is only liable for direct damages which the customer has incurred in connection with the fulfilment of deliveries and services for any reason whatsoever, e.g. warranty, non-fulfilment, violation of due diligence, if these damages have been demonstrably caused by Consel Group AG by gross negligence or intention. However, the customer’s claim for damages is limited to 10% of the contract price of the deliveries and services.
10.2 Any further liability or obligation in connection with the deliveries and services, in particular for indirect or consequential damages such as loss of profit, unrealized savings, additional expenses of the customer or claims of third parties, is expressly excluded.
10.3 Consel Group AG is not liable if it is prevented from timely or proper fulfilment for reasons for which it is not responsible.
11. Technical documents
11.1 Our technical documents, plans, measurements, illustrations, printed matter, operating instructions and similar documents are the intellectual property of Consel Group AG; we reserve the right to modify them as we deem necessary. They must be treated confidentially and may not be handed over to third parties without our consent.
11.2 Documents relating to offers that do not lead to an order must be returned or destroyed.
13. Place of jurisdiction
13.1 The place of jurisdiction for the customer and for us shall be the head office of our company. Consel Group AG is, however, entitled to sue the customer at his place of business.