The following provisions apply exclusively to the deliveries and services provided by Durot Electric GmbH.
Any deviations or verbal agreements to the contrary require the written confirmation of Durot Electric GmbH to be effective.
Only the latest version of the general terms and conditions of business and delivery as amended is valid as available from the homepage under www.durotelectric.ch.
Offers including cost quotes are non-binding.
All sales prices are net prices. The respective value-added tax is shown separately. The calculation of the value-added tax is not applicable only in those cases where the requirements of tax-exempt export deliveries are satisfied.
Die Durot Electric GmbH reserves the right to raise the sales price by notification to the contracting parties before the time of delivery should Durot Electric GmbH be forced to do so by any changes in foreign currency rates beyond the influence of Durot Electric GmbH or unforeseen increases in the price of raw materials.
A binding contractual acceptance is confirmed by a commercial letter of acknowledgement.
Durot Electric GmbH is in certain circumstances dependent on the timely delivery of the documentation, diagrams, other provisions etc. required by the customers. Should these requirements not be fulfilled then Durot Electric GmbH reserves the right to amend the date of delivery accordingly.
Durot Electric GmbH is to prolong the delivery dates agreed accordingly after consultation with the customer should circumstances arise beyond their control and should disruptions occur such as import and export restrictions not due to their actions.
The customer undertakes to cancel delivery of the goods within the agreed period of notice. Should no rejection of the goods be agreed between the parties then Durot Electric GmbH reserves the right to demand the immediate revocation of the order after expiry of a 6 month period of notice.
Should the customer postpone the delivery date by more than 4 weeks after notification of dispatch then Durot Electric GmbH reserves the right to charge a storage fee amounting to 5% p.a. of the material value on reaching the agreed delivery date.
The prices quoted are FCA-free carrier-St. Gallen and the respective Incoterms apply unless otherwise agreed.
Any defects are to be notified without undue delay on receipt of goods in writing and hidden defects directly on their discovery. The date of receipt of the complaint by Durot Electric GmbH is decisive in each case.
Should notification of a defect not be received in a timely manner then the claim expires.
The customer is not entitled to refuse the acceptance of the delivery due to a negligible defect.
The expiry of a limitation period begins with the transfer of risk of the goods and ends after expiry of the 12 month guarantee period.
The statutory provisions apply for notification of defect claims. Durot Electric GmbH is obliged to remedy the defect or to supply the goods free of defects.
Defect claims are not substantiated where the goods deviates insignificantly from the agreed features.
Replacement goods remain the property of Durot Electric GmbH.
Defect claims relating to normal wear, defects caused by improper storage, demands or use occurring after transfer of risk as well as those caused by non-replicable software errors are not included.
Replacement deliveries and the return of repaired goods are undertaken at the cost of the customer provided these are not covered by the terms of the guarantee. Durot Electric GmbH is to provide an appropriate offer in advance in this regard.
Should a claim be unsubstantiated then Durot Electric GmbH is entitled to have the expenses incurred reimbursed by the customer.
Defects arising from the design construction requirements of the customer are exempted from liability. Alterations or modifications to the goods by third parties without the written approval by Durot Electric GmbH additionally void the warranty.
Trademark and copyright
Durot Electric GmbH is not liable for claims arising from an infringement of trademarks should the trademark not be at least issued by either the European Patent Office or one of the states of Germany or Switzerland.
The customer is to notify Durot Electric GmbH without undue delay on becoming aware of trademark infringements.
Claims by the customer are excluded should the customer be responsible for the trademark infringement or not provide sufficient support to Durot Electric GmbH in the defense of such claims against third parties.
Provided Durot Electric GmbH produces the product in accordance with the specifications or the instructions of the customer then the customer is liable when third parties infringe the trademark protection.
Claims for damages
After a successful review of the completed work then content-related responsibility transfers to the contracting customer.
Durot Electric GmbH is only liable within the parameters of the statutory provisions.
Durot Electric GmbH provides a warranty for standard products free of defects in accordance with the publicized product specifications. The warranty is restricted exclusively to defects which appear on delivery or in the final examination of the parts at the customer (so-called zero km or zero hour defects). Durot Electric GmbH assumes no further guarantee in this regard.
Should it exclusively relate to a product designated as a workable or test prototype then Durot Electric GmbH assumes no liability for damages resulting from consequent improper usage.
Retention of title
Durot Electric GmbH reserves the right to ownership of all goods delivered until final settlement of all claims.
Should there be arrears of payment or other culpable infringement of material contractual obligations by the customer then Durot Electric GmbH is entitled to demand the return of the product covered by the retention of title.
The application for the opening of insolvency proceedings by the customer entitles Durot Electric GmbH to withdraw from the contract and demand the immediate return of the delivery.
All prices are in Swiss Francs (CHF) unless otherwise agreed. These apply ex-works (FCA St.Gallen) including packaging. The calculation of the value-added tax is not applicable only in those cases where the requirements of tax-exempt export deliveries are satisfied.
Provided not otherwise agreed then payments are to be settled within 30 calendar days without any deduction.
Durot Electric GmbH reserves the right to alter the payment terms to payment in advance for new customers or in cases where there are justifiable indications of payment risk.
Furthermore payment arrears or other changes to the customer relationship which endanger the settlement of claims entitle Durot Electric GmbH to withdraw from the contractually agreed service or to assert their claim to outstanding payments irrespective of their due date.
Claims against Durot Electric GmbH expire only on receipt of the full payment amount of the invoiced amount on our bank account.
The customer is immediately in arrears of payment on expiry of the due date of payment – even when no reminder is issued.
Durot Electric GmbH reserves the right to calculate penalty interest should the due date of payment be exceeded. Penalty interest is calculated at 5% per calendar year. Further claims for damages remain explicitly unaffected.
The right to retain or set off counter claims are only available to the customer should the counter claim be uncontested or determined by law.
Partial deliveries are invoiced immediately.
All information of any kind whether written, verbal, digital, photo-technical, graphic, diagrammatic or other information are subject to non-disclosure by the customer towards third parties. This includes especially but not solely all information relating to product development, product design, technical data, operational procedures, prices etc. Third parties are neither economic and/or legally associated companies. Information is only provided to employees of the customer which is required for the completion of their contractual duties. A customary non-disclosure agreement is concluded with you.
A missing statement regarding the confidentiality of information is innocuous.
Provided not otherwise agreed the customer undertakes to immediately return confidential information to Durot Electric GmbH on termination of the agreement.
Court of jurisdiction and applicable law
Exclusive and mandatory court for all legal disputes is the ordinary court of the city of St.Gallen, Switzerland. The commercial court of the Canton St.Gallen is factually competent insofar permissible, in respect of Durot Electric GmbH exercising a universal right of choice in favour of the commercial court of the Canton St.Gallen.
All legal relations between Durot Electric GmbH and the customer are governed exclusively by Swiss law with the exclusion of any conflict of laws (IPR) and the conventions of the Vienna Convention of the United Nations on contracts on the international sale of goods dated 11.04.1980 (UN-Sales Law/CISG).