GTC.

BP DECKENMODUL AG (hereinafter referred to as "DECKENMODUL") for deliveries and services - as of May 01, 2021

(1.1.) All our offers, order acceptances and/or all deliveries and/or all services are provided exclusively on the basis of our terms and conditions set out below. Conflicting or deviating terms and conditions of our customers are expressly rejected. Our terms and conditions shall also apply if we carry out deliveries or other services without reservation in the knowledge that our customers' terms and conditions conflict with or deviate from our terms and conditions.

 

(1.2.) Our General Terms and Conditions shall also apply to all future transactions with our customers.

(2.1.) Our offers are always subject to change.

 

(2.2.) Our information on dimensions and weights, as well as illustrations or information on dimensions and weights etc. in brochures, price lists, Internet etc. are only approximate values and are therefore non-binding, unless otherwise expressly agreed.

 

(2.3) The Buyer's order shall be deemed a binding contractual offer. DECKENMODUL reserves the right to reject orders. DECKENMODUL may either expressly declare its acceptance of the contractual offer (e.g. by order confirmation) or implicitly (e.g. by delivery of the delivery item).

(3.1) Our prices are always subject to change and are quoted ex works, free on truck or wagon, unless it is expressly agreed that the freight costs shall be borne by us. Packaging is free of charge. Any special packaging made necessary by the customer's instructions shall be at the customer's expense. Handling charges, freight and customs duties shall be paid in advance by the customer without discount.

 

(3.2.) Our goods prices are net prices. They do not include value added tax. This shall be shown separately on the invoice at the rate applicable at the time of invoicing and added.

 

(3.3.) The agreed prices shall apply for 3 months from the conclusion of an agreement. If longer delivery periods are agreed or if delivery cannot be made within 3 months of conclusion of the contract due to circumstances for which the customer is responsible and if changes in material, energy, wage and other general production costs have occurred in the meantime, our sales prices valid at the time of delivery shall apply.

(4.1.) Payments are due immediately after invoicing or within the agreed payment periods. Our sales consultants, travelers and/or representatives are only authorized to accept payments if they are in possession of a corresponding written power of attorney.

 

(4.2.) We shall issue the invoice for the delivered goods at the same time as the delivery. If the customer does not receive the invoice with the delivery, he is obliged to send us a reminder within 8 days of delivery, otherwise the customer can no longer make any deductions for discounts or other payment reductions.

 

(4.3.) Bills of exchange and checks shall only be accepted on the basis of express agreements and on account of performance. Discount, collection or other charges shall be borne by the customer.

 

(4.4.) With a positive credit rating, payment by SEPA business-to-business direct debit is possible. The pre-notification can also announce several direct debits. The deadline for sending the pre-notification is reduced from 14 days to one day. It is carried out by displaying the relevant information on the invoice or by transmitting the data (together with the invoice data) electronically.

 

(4.5.) If the customer does not pay within 14 days of invoicing or after expiry of the agreed payment period, the customer shall automatically be in default even without a reminder. This is an expiry date within the meaning of Art. 102 para. 2 OR. In this case, we shall charge default interest at a rate of 8% above the base interest rate. The dunning costs incurred by us shall be charged additionally.

 

(4.6.) The customer may only offset or assert rights of retention against undisputed or legally established claims. Any retention of payments is excluded if the retention claim is based on another contractual relationship.

 

(4.7.) Claims of the customer against us may only be assigned or pledged to third parties with our prior consent.

(5.1.) Excess or short delivery quantities that are taken into account in the calculation can be made to a customary extent of up to 5 % for standard panels and up to 10 % for special panels.

 

(5.2) We shall be entitled to render partial performance to a reasonable extent; each partial performance shall be deemed an independent transaction.

 

(5.3.) We shall endeavor to meet the stated delivery and performance deadlines as far as possible. However, the deadlines shall be deemed to have been agreed as approximate only.

 

(5.4.) The delivery periods shall commence on the date of our order confirmation. Upon notification of readiness for dispatch, the delivery periods shall be deemed to have been met if dispatch is not possible for reasons for which we are not responsible. In the case of collection by the customer, the delivery periods and dates refer to the time for which we have notified the goods as ready for dispatch.

 

(5.5.) Compliance with the deadlines for deliveries and services requires the fulfillment of the customer's contractual obligations.

 

(5.6.) If non-compliance with the deadline for deliveries or services is demonstrably due to mobilization, war, riot, strike, lockout or the occurrence of unforeseeable obstacles (e.g. pandemics), the deadline shall be extended accordingly.

 

(5.7.) If the customer sets us a reasonable deadline after we are already in default, the customer shall be entitled to withdraw from the contract if the deadline expires without result. The customer shall only be entitled to claims for damages in lieu of performance in the amount of the foreseeable damage if the delay is due to intent or gross negligence.

 

(5.8) DECKENMODUL does not enter into fixed-date transactions or expiry date transactions within the meaning of Art. 102 para. 2 CO.

(6.1.) Shipment shall be at the customer's expense and risk. Goods notified as ready for dispatch must be called off immediately by the customer on the agreed date. Otherwise the risk shall pass to the customer immediately and we shall be entitled to store these goods at the customer's expense at our own discretion.

 

(6.2.) Otherwise, the risk - including the risk of confiscation - shall pass to the customer as soon as the goods have left our factory or distribution warehouse or have been handed over to a means of transport, including our own means of transport, a forwarding agent or carrier, irrespective of who bears the freight costs. This shall also apply if partial deliveries are made or if we have assumed other services, e.g. shipping costs or delivery.

(7.1.) If our customer does not accept the delivery, he shall nevertheless make the payments dependent on the delivery as if the delivery had been made. The same shall apply if the delivery is to be made on call and the customer does not call for the delivery or agreed partial delivery within the contractually agreed period.

 

(7.2.) The customer is obliged to compensate us for the damage caused by the delay, including any additional expenses.

 

(7.3.) If the customer does not comply with his obligation to accept or call for delivery within a reasonable period of time set by us, even after a written request, we shall be entitled to refuse to perform the contract and to claim damages in lieu of performance. Our delivery obligation with regard to the delivery not yet accepted shall lapse. The same shall apply to the deliveries not yet called off as well as to any (partial) deliveries to be called off in the future.

(8.1) The customer must inspect the delivery with all due care immediately upon receipt and report any defects within 8 days of receipt at the latest (notice of defects), otherwise the delivery shall be deemed approved.

 

(8.2.) The customer's claims for defects presuppose that the customer has properly fulfilled his obligation to inspect and give notice of defects and that there is a material defect in accordance with Art. 197 para. 1 CO.

 

(8.3.) Deviations within the meaning of clause (2.2.) shall not constitute defects. Otherwise, only our product description/offer shall be decisive for the agreed quality. Public statements, promotions or advertising statements do not constitute a contractual statement of quality.

 

(8.4) Our company shall only be liable for damages or futile expenses - for whatever legal reason - if the damage or the futile expenses

a) has been caused by us or one of our vicarious agents through culpable breach of a material contractual obligation or b) is due to a grossly negligent or intentional breach of duty by us or one of our vicarious agents.

In accordance with Clause 8.4 a) and b), we shall only be liable for damages or futile expenses caused by advice or information that is not separately remunerated in the event of intentional or grossly negligent breach of duty, insofar as this breach of duty does not constitute a material defect in accordance with Art. 197 para. 1 CO of the goods delivered by us.

Claims for defects shall only exist if a defect has occurred although the goods have been installed/assembled and cared for or maintained in accordance with our instructions and have been subject to normal use and the defect is not due to natural wear and tear of the goods or individual parts.

Insignificant deviations in color, coating, surface structure, material properties and/or dimensions/angular accuracy of the goods shall not give rise to any claims for defects. The regulations of T.A.I.M. and EN 13964 in their latest version apply.

 

(8.5.) If there is a defect in the delivery or service for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery. We are obliged to bear the necessary expenses, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the delivery or service has been taken to a place other than the place of performance.

 

(8.6.) The customer shall grant us the time and opportunity required at our reasonable discretion to remedy the defect. If he refuses to do so, we shall be released from liability for defects.

 

(8.7.) If we are not prepared or not in a position to remedy the defect/replacement delivery, if this is delayed beyond a reasonable period of time for reasons for which we are responsible, or if the remedy of the defect/replacement delivery fails in any other way, the customer shall be entitled, at his discretion, to withdraw from the contract or to reduce the remuneration.

 

(8.8.) Unless otherwise stated below, further claims of the customer - regardless of the legal grounds - are excluded. We are therefore not liable for damages that have not occurred to the delivery item itself; in particular, we are not liable for loss of profit or other financial losses of the customer.

 

(8.9.) The exemption from liability according to clause (8.6.) shall not apply if the cause of damage is based on intent or gross negligence. Furthermore, it shall not apply if we are obliged to pay damages due to the absence of a warranted characteristic. It shall also not apply if we are held liable for damages due to injury to life, body or health of the customer due to a breach of duty for which we are responsible.

If we are obliged to pay damages due to a breach of a cardinal obligation or a material contractual obligation, our obligation to pay damages shall be limited to the foreseeable damage typical for the contract.

 

(8.10.) Limitation period for claims for defects and damages

 

(8.10.1) Claims for defects are generally subject to a limitation period of one year. If the delivered goods have been used for a building in accordance with their normal use and the goods have caused its defectiveness, the limitation period shall be in accordance with Swiss law.

The limitation periods shall commence upon delivery of the goods.

 

(8.10.2) Insofar as we have fraudulently concealed a defect, the warranty obligations set out in clause

 

(8.10.1) regulates the statutory limitation periods.

 

(8.10.3) The limitation periods also apply in principle to claims for damages and in particular with regard to compensation for consequential damages. However, insofar as we are guilty of intent, insofar as claims in tort, claims under the Product Liability Act or due to injury to life, limb or health of the customer are asserted, the statutory limitation provisions shall apply.

We grant our customer recourse in accordance with the following provisions:

 

(9.1.) The recourse presupposes that our customer has duly fulfilled his obligation to inspect and give notice of defects.

 

(9.2.) Insofar as the customer takes back the goods newly manufactured by us from his buyer due to the regulations on the sale of consumer goods as a result of their defectiveness or insofar as he had to accept a reduction by the buyer, we shall also reimburse the customer the purchase price in whole or in part on the basis of the purchase price invoiced by us, insofar as the goods were already defective at the time of the transfer of risk to the customer.

 

(9.3.) The customer's claim for reimbursement of expenses shall be limited to reimbursement of expenses on a cost price basis which the customer could reasonably consider necessary vis-à-vis its customer under the circumstances.

 

(9.4.) Further claims are excluded.

(10.1.)If the delivery or service is already initially impossible for us, we shall be liable in accordance with the statutory provisions.

 

(10.2.)If delivery or performance becomes impossible for us, the general principles of law shall apply with the following proviso: If the impossibility is due to our fault, the customer shall be entitled to claim damages. However, the customer's claim for damages shall be limited to the foreseeable damage typical for the contract. The customer's right to withdraw from the contract remains unaffected.

 

(10.3.)If unforeseen events within the meaning of clause (5.6.) significantly change the economic significance or the content of the delivery or service or have a significant impact on our operations, the contract shall be adjusted appropriately, insofar as this is in good faith.

in good faith. If the adjustment is not economically justifiable, we shall have the right to withdraw from the contract. If we wish to make use of this right of withdrawal, we shall inform our customer immediately after recognizing the consequences of the event, even if an extension of the delivery time had been agreed with the customer.

(11.1.)Any further liability for damages other than that provided for in clauses (5.7.), (5.8.), (8.6.), (8.7.), (8.8.), (10.1) and (10.2) is excluded, irrespective of the legal nature of the claim.

 

(11.2.)The provision under (11.1.) does not apply to claims under the Product Liability Act.

 

(11.3.)Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives or vicarious agents.

(12.1.)We reserve title to the goods delivered by us until our contractual partner has paid all claims, including future claims, arising from the business relationship existing between us. In the case of several claims, our retention of title shall serve as security for the balance claim irrespective of whether individual deliveries of goods have already been paid in full.

 

(12.2.) The customer is entitled to dispose of the purchased goods in the ordinary course of business or to install them for third parties. The customer hereby assigns to us in advance any claims against third parties arising from the resale or in connection with the installation of goods subject to retention of title (irrespective of the legal grounds, in particular including claims arising from a contract for work and services) in the amount of the purchase price owed to us. We accept the assignment. The customer remains entitled to collect these claims as long as he fulfills his obligations to us.

Furthermore, the customer hereby assigns to us any claims for compensation against insurance companies or third parties arising from damage to the goods subject to retention of title. We also accept this assignment.

 

(12.3.) The combination, processing, assembly or other utilization of the goods subject to retention of title shall be carried out exclusively for us. If the reserved goods delivered by us are processed, combined or mixed with goods owned by third parties, we shall be entitled to co-ownership of the new item or the mixed stock in the ratio of the value of our reserved goods plus the processing value to the value of the finished product at the time of processing, combining or mixing.

 

(12.4.) In the event of breach of contract by our contractual partners, in particular in the event of default in payment, we shall be entitled to take back the goods and charge a flat rate of 15% of the order value for our costs associated with taking back the goods. The customer shall be entitled to prove that no costs were incurred at all or that they were significantly lower. We reserve the right to claim higher damages.

 

(12.5.) Our contractual partner is not permitted to pledge or transfer our reserved goods as security as long as he has not repaid all liabilities to us.

Our contractual partner is also obliged to notify us immediately in writing of any seizure, an application for the opening of insolvency proceedings or other legally relevant events that may affect our rights. In the event of suspension of payment, the goods must be separated out without special request and kept at our disposal.

(13.1.) The place of fulfillment for both parties is Lager Zofingen - Switzerland.

 

(13.2.) Aargau shall be the exclusive place of jurisdiction for all legal disputes arising from the contractual relationship and its creation and validity, including bill of exchange and check proceedings, provided that our customer is a merchant, a legal entity under public law or a special fund under public law. However, we are also entitled to sue the contractual partner at the court responsible for its registered office.

 

(13.3.) Swiss law shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods.

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