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Terms and Conditions

General Terms and Conditions of Sale, Delivery and Warranty of the vanBaerle Group (hereinafter referred to as vanBaerle)

1. Scope of application
These GTC shall govern the contractual relationship between the companies of the vanBaerle Group located in Switzerland and customers who purchase products or use other services from vanBaerle.

2 Binding nature of the GTC
The GTC are binding if they are declared as applicable in the offer or in the order confirmation. For all legal relations between vanBaerle and customers (subject to individual agreements) these GTC shall apply exclusively. Other terms and conditions of the customer shall only be valid if they have been agreed upon in writing or if they have been accepted by vanBaerle expressly and in writing.

3. Offer and order confirmation
Unless expressly stated otherwise, offers made by vanBaerle are subject to change until vanBaerle has confirmed the order in writing. Thus, a contract shall be deemed concluded when vanBaerle confirms or executes the customer's order in writing and the customer has received this confirmation or the goods. VanBaerle shall be notified in writing of any deviations in the order confirmation compared to an order without delay, but in any case within 10 days, otherwise these deviations shall be deemed approved by the customer. If the agreed delivery period is shorter than 10 days, the shorter period shall apply in any case.

4. Prices
All prices are shown exclusive of value added tax (VAT) and are based on the respective agreement. Prices are subject to change at any time.
The contractually agreed prices are also based on the freight, customs and insurance rates applicable at the time of conclusion of the contract and any other fees. In the case of shipment by ship, the prices are based on the normal river or sea freight rates. If these costs and fees change after conclusion of the contract, vanBaerle shall be entitled to charge the additional costs incurred. Likewise, all additional costs due to obstructions in shipping, fuel surcharges, etc. shall be borne by the customer. For the invoicing of products delivered in bulk, the weight determined by vanBaerle upon dispatch of the goods shall be decisive.

5 Delivery of goods
A bindingly agreed delivery date shall be deemed to have been met if the goods are delivered to the customer on time or, in the case of ex works deliveries, are reported ready for collection at the vanBaerle plant. The confirmed delivery dates are subject to unhindered production and delivery possibilities as well as force majeure. In the event of force majeure (war, strike, damage, operational disruptions, etc.) at vanBaerle or its suppliers or other events for which vanBaerle is not responsible and which make timely delivery impossible, vanBaerle shall be free to postpone the delivery date by the duration of the delay caused or to extend the delivery period accordingly or to withdraw from the contract without compensation.
If vanBaerle exceeds the agreed delivery deadlines without the existence of force majeure or another event in the sense of the preceding paragraph, the customer shall remind vanBaerle in writing and set a reasonable grace period for subsequent performance. If this period of grace expires unused, the customer shall be entitled to withdraw from the contract, provided that he declares this immediately, and to reclaim any payments already made, against return of goods already delivered in perfect condition.
In all other respects, claims for damages by the customer in the event of a delay in delivery by vanBaerle shall be excluded to the extent permitted by law.
If the customer does not accept the goods duly and timely offered by vanBaerle for reasons vanBaerle is not responsible for, all additional costs related thereto shall be borne by the customer.

6. Terms of delivery
The respective agreed terms of delivery shall apply. These agreed terms of delivery shall be recorded by vanBaerle in the corresponding order confirmation. 
Loaned containers provided by vanBaerle shall be returned upon request of vanBaerle after use (emptying). The return can take place in each case with a new delivery of goods.

7. Transfer of benefit and risk
Shipment and transfer of risk shall be in accordance with the agreed INCOTERMS. Unloading shall in any case be at the risk of the customer. VanBaerle shall not be liable for any acts or omissions of the carrier or the carrier, or for any damage resulting therefrom. Any defects, damages or delays must be recorded in writing on the delivery documents upon receipt of the goods, if possible with simultaneous official preservation of evidence. (recording of facts).
If the shipment is delayed for reasons for which the customer is responsible or for other reasons for which vanBaerle is not responsible, the risk shall pass to the customer at the time originally foreseen for the delivery ex works. From that moment on, the goods in question shall be stored for the account and at the risk of the customer.
Means of transport collecting deliveries ex works from vanBaerle shall be checked for suitable equipment and cleanliness. Unsuitable means of transport will be rejected.

8. Warranty
vanBaerle is only liable for those product characteristics that are stated in writing in the technical specifications, analysis protocols or the order confirmation. Beyond that, a liability for a certain purpose or processing success only exists if this has been expressly guaranteed in writing by vanBaerle. Furthermore, any warranty and liability for deliveries of goods as well as services rendered by vanBaerle shall be excluded to the extent permitted by law. Likewise, any further liability, in particular for consequential harm caused by a defect or loss of profit, remains excluded, as far as legally permissible.
The customer shall inspect the goods immediately upon receipt. Any defects in the delivered goods must be reported to vanBaerle in writing immediately, but no later than two working days after the arrival of the goods. If the goods delivered by vanBaerle are further processed, sold or otherwise handled by the customer, any defects in the goods shall be deemed to have been tacitly approved.
vanBaerle undertakes to remedy all defects reported in due time at vanBaerle's discretion or alternatively to deliver conforming replacement goods free of charge or to compensate the reduced value of the goods, provided that the defect is demonstrably due to defective production or the use of unsuitable material on the part of vanBaerle and no case of exclusion of warranty exists. The liability is in no case higher than the invoice amount of the delivered goods. For indirect or consequential damages or disadvantages such as production hindrances, processing costs and similar consequences, any liability is excluded to the extent permitted by law.
The assertion of warranty claims shall have no effect on the customer's obligation and period of payment.

9. Returned goods
Goods may only be returned with the prior written consent of vanBaerle. In case of independent return without prior agreement, the respective order values shall not be credited or reimbursed to the customer; vanBaerle also reserves the right to dispose of the returned goods and to charge the costs to the customer.

10. Payment
Invoices from vanBaerle are payable according to the agreed terms and currencies listed on the invoice.  Unless otherwise stated, invoices shall be paid net within 30 days. No discount shall be granted. Unauthorized deductions by the customer will be charged subsequently. The offsetting of claims of vanBaerle against claims of the customer is excluded.
For reminders by vanBaerle, a flat processing fee of CHF 40.- per reminder will be charged. vanBaerle reserves the right to claim further damages caused by delay.
If the customer exceeds the agreed payment dates, vanBaerle shall be entitled to charge a customary default interest of 5% and to make further deliveries only against advance payment or to withdraw from the contract altogether. If, after the conclusion of the contract, vanBaerle becomes aware of facts that give rise to justified doubts about the customer's ability to pay, vanBaerle may demand advance payments or appropriate securities prior to delivery or may withdraw from the contract. In these cases, vanBaerle expressly reserves the right to claim further damages and to take legal action. Payment shall be deemed to have been made when the full amount has been credited to vanBaerle's bank account.

11. Retention of title
The products delivered by vanBaerle shall remain the property of vanBaerle until full payment has been made. vanBaerle shall have the right to arrange for a corresponding entry in the retention of title register at the customer's place of business.

12. Applicable law
The place of jurisdiction for all disputes between vanBaerle and its customers shall be the registered office of vanBaerle AG . Alternatively, vanBaerle shall be entitled to sue the customer at the customer's place of business/residence. The legal relationship shall be governed by Swiss substantive law, also in international transactions. The provisions of the Vienna Sales Convention are excluded.

Münchenstein, November 2022

General Terms and Conditions, Version November 2022