The general sale, delivery and guarantee terms of the vanBaerle Group (hereinafter vanBaerle)
These GT&C govern the contractual relationship between all companies in the vanBaerle Group (vanBaerle AG, vanBaerle Hygiene AG and vanBaerle Management AG) and customers that receive products or services from vanBaerle.
The GT&C also apply without restriction to all orders placed through the webshops provided by vanBaerle at the URL www.vanbaerle.com. The use of the website and the webshops is governed by the GT&C valid at the time when the website is accessed or the order placed (see especially section 5).
2. The binding nature of the GT&C
The GT&C are binding if they are declared as such in the offer or the confirmation of order. In the absence of any individual agreements, all legal relations between vanBaerle and customers are governed by the present GT&C. The customer’s terms and conditions shall apply only if expressly accepted by vanBaerle in writing.
3. Offers and order confirmations
Subject to any express provision to the contrary, no offer by vanBaerle is binding until the order is confirmed in writing by vanBaerle. A contract is thus deemed to have been concluded if vanBaerle confirms the customer’s order in writing or executes it and the customer receives such confirmation or the goods. vanBaerle must be notified in writing of any discrepancies between the order and its confirmation within ten days, otherwise the customer shall be deemed to have approved them.
All prices are based on the current price list or the relevant agreement. They are expressed exclusive of value added tax (VAT) and of the Incentive Tax on Volatile Organic Compounds (VOCs). They are subject to change at any time.
The contractually agreed prices are also based on freight, customs and insurance costs and other charges valid when the contract is concluded. The prices of goods transported by ship are based on normal river or ocean freight rates. If these costs and charges alter after the contract is concluded, vanBaerle is entitled to charge the resulting cost increase to the customer. The customer is also responsible for all increased costs due to interruptions to shipping services, fuel supplements etc. Where products are supplied loose, invoicing will be based on their weight determined by vanBaerle on despatch.
5. Special provisions for orders placed through webshops
The version of the present GT&C in force when the website is accessed or the order placed applies, as does the separate data protection declaration. By using the website or placing an order, the customer confirms its comprehensive acceptance of the GT&C and the content of the data protection declaration.
No information on www.vanBaerle.com (especially product descriptions, illustrations, dimensions, prices and other data) constitutes assurances of characteristics or an issue of guarantees unless and to the extent that it is explicitly declared as such. Offers on the website are all non-binding. They may not be regarded as binding quotations. The right to change any information, especially on prices, product lines, specifications of products and services, availability and delivery times, is expressly reserved.
By placing an order through a webshop and accepting these GT&C, the customer issues a legally binding offer to conclude a contract. vanBaerle then sends an automatic e-mail confirming that it has received the customer’s offer ("confirmation of order"). Once placed, the order is binding on the customer: there is no right of withdrawal. The contract comes into force as soon as vanBaerle confirms by e-mail (or in writing) that the products ordered have been despatched ("confirmation of despatch").
The customer acknowledges that no guarantee can be given that the products on offer in the webshops are available without restriction, and that although vanBaerle makes every effort to keep webshop information up to date at all times, no guarantee can be given that it will be. Maintenance, security measures and updates can also disrupt the use of the webshops. If, after conclusion of the contract, it transpires that the products ordered cannot be supplied either in full or at all, vanBaerle is entitled to revoke the confirmation of despatch and the contract. In this event any payments made are reimbursed.
Customers can select from the payment methods offered in the course of the order process. vanBaerle reserves the right to exclude individual payment methods at any time without giving its reasons, or to require advance payment before products can be despatched. Invoices can be issued in writing or by e-mail.
A delivery deadline agreed as binding is met if the goods are delivered to the customer, and if ex works deliveries have been announced as ready for collection from the vanBaerle works, on time. Delivery deadline confirmations are conditional on the absence of any interruptions to production and delivery processes and or cases of force majeure. In the event of force majeure (war, strike, natural disaster, breakdowns etc.) affecting vanBaerle or its suppliers, or of other incidents beyond vanBaerle’s control rendering prompt delivery impossible, vanBaerle has the option of postponing the delivery or extending the delivery time by the duration of the resulting delay, giving its reasons, or of withdrawing from the contract without paying compensation.
If vanBaerle fails to meet an agreed delivery deadline in the absence of force majeure or of some other incident within the meaning of the foregoing paragraph, the customer must issue a written reminder to vanBaerle giving it a reasonable period of grace to fulfil its obligation. If vanBaerle fails to do so, the customer is entitled to declare without delay that it is withdrawing from the contract and to reclaim any payments already made against the return in perfect condition of goods already delivered.
Otherwise vanBaerle rejects claims for compensation by the customer in respect of delayed deliveries to the maximum extent permitted by law.
If the customer rejects goods delivered properly and on time by vanBaerle for reasons for which vanBaerle is not responsible, the customer shall be responsible for all the resulting additional costs.
7. Delivery terms
In the absence of any express agreement to the contrary between vanBaerle and the customer, the following delivery terms apply:
- Orders with a value of at least CHF 400 net (excluding VAT and VOC): delivered franco domicile or valley station, provided that HGV access is adequate.
- Orders with a value of less than CHF 400 net are subject to a small-order surcharge of up to CHF 35 net. The customer is responsible for all the additional costs of any express deliveries requested.
- Exports: in the absence of any other agreement reached between the parties, EXW CH-4142 Münchenstein, incl. packaging (Incoterms 2010, in force from 1 January 2011).
Returnable containers provided by vanBaerle must be returned on request after use (emptying). They can be returned when goods are next delivered.
8. Transfer of risks and benefits
The risks and benefits of exports are transferred in accordance with the agreed INCOTERMS. Unloading is always at the customer’s risk. vanBaerle accepts no liability for the actions and omissions of the carrier(s) or any resulting damage. Any defects, damage or delay must be noted on the delivery documents on receipt of the goods, if possible with officially certified evidence (statement of the facts).
The risks and benefits of deliveries within Switzerland are transferred to the customer when the goods leave the vanBaerle works, even if vanBaerle carries out the delivery to the customer itself. vanBaerle accepts no liability for actions by third parties instructed to carry out delivery and transportation, or for any damage resulting from them. If despatch is delayed for reasons for which the customer is responsible or for other reasons beyond the control of vanBaerle, the risk is transferred to the customer at the time when despatch from the works was originally scheduled. After that time the goods are stored for the customer’s account and at the customer’s risk.
Checks are conducted of the equipment and cleanliness of vehicles collecting ex-works deliveries. Unsuitable vehicles are rejected.
In the absence of any agreement to the contrary, vanBaerle guarantees that the cleaning machines supplied by it will function perfectly for the purposes set out in writing in the technical specifications, analysis reports or confirmation of order for 24 months or 1,000 operating hours, whichever is reached first, as of the invoice date (six months from delivery in the case of second-hand goods). vanBaerle appliances as well as cleansing, conditioning and protective products are covered by a guarantee as set out above for 12 months from the invoice date. Repair and/or maintenance work carried out by vanBaerle is covered by a guarantee that the equipment concerned will function perfectly for its intended or promised purpose for six months from the date of its completion.
vanBaerle is liable only for product characteristics set out in the technical specifications, analysis reports or confirmation of order. Furthermore it is only liable in respect of a particular purpose or successful process if this has been expressly promised by vanBaerle in writing. Furthermore any guarantee and liability for goods and services delivered by vanBaerle are excluded to the maximum extent permitted by law. Any more extensive liability, especially for consequential damages or lost profit, are also excluded to the maximum extent permitted by law.
The customer must inspect the goods immediately on receipt. Any defects in the goods delivered must be reported to vanBaerle in writing immediately, and at any event no more than two working days after delivery. Concealed defects that are not immediately apparent must be reported in writing as soon as they are discovered. If goods delivered by vanBaerle undergo further processing by the customer, are sold or otherwise altered, any defects are deemed to have been tacitly approved.
The following claims against vanBaerle under guarantee are especially excluded:
- for defects arising in all products from normal wear and tear or from their intended use
- for defects caused by negligent or incompetent operation
- where machines or appliances have been opened and/or repaired by third parties without the prior written consent of vanBaerle
- in the event of non-compliance with the instructions issued by vanBaerle for the correct operation and use of its products (safety data sheets, hazardous-goods information sheets, instructions for operation and use etc.);
- where spare parts and accessories used are not original vanBaerle parts and accessories.
vanBaerle undertakes that when defects are promptly reported during the guarantee periods set out above, it will at its option rectify them, supply compliant replacement goods free of charge or pay the reduced value of the goods, provided the defect is shown to be attributable to faulty design, defective production or the use of unsuitable materials on the part of vanBaerle and is not subject to an exclusion of liability. Liability is limited in all cases to the invoiced value of the goods delivered. All liability for indirect or consequential damage or problems such as production stoppages, processing costs and similar is excluded to the maximum extent permitted by law.
Customers’ payment obligations and their schedules are unaffected by any claims for compensation lodged by them.
10. Returned goods
Goods may not be returned without the prior written consent of vanBaerle. If goods are returned without its prior written consent, vanBaerle will not credit the customer with the value of the goods ordered. vanBaerle also reserves the right to dispose of the goods returned and to invoice the customer for the costs of doing so.
vanBaerle invoices are payable in accordance with the terms and currencies agreed and set out in the invoice. Subject to any special agreements the customer is not entitled to payments in currencies other than Swiss francs. In the absence of any indication to the contrary, invoices are payable net within 30 days. No discounts are granted. Any amounts improperly deducted will be invoiced to the customer. Customers may not offset payables to vanBaerle against receivables from vanBaerle.
vanBaerle charges a processing fee of CHF 20 per reminder. vanBaerle reserves the right to make further claims for default damages.
If the customer exceeds the agreed payment deadlines vanBaerle is entitled to charge standard default interest at the rate of 5%, to make future deliveries conditional on advance payment or to withdraw from the contract entirely. Should vanBaerle become aware after the conclusion of the contract of facts giving rise to justified doubts about the customer’s solvency, vanBaerle may call for advance payments or corresponding collateral prior to delivery or withdraw from the contract. In these cases the right to make further claims for damages and take legal action is expressly reserved. Payment is deemed to have been made when the full amount has been credited to the vanBaerle bank account.
12. Reservation of title
Products delivered by vanBaerle remain its property until payment is made in full. vanBaerle is entitled to arrange for an entry to this effect to be made in the reservation of title register at the location of the customer’s registered office.
13. Applicable law
The venue for all disputes between vanBaerle and its customers is the registered office of vanBaerle Management AG (CHE‑414.985.405). Alternatively vanBaerle is entitled to bring an action against the customer at its registered office or place of residence. National and international legal relationships are subject to material Swiss law. The provisions of the Vienna Sales Convention are excluded.
Münchenstein, 12 December 2017