Unless explicitly otherwise agreed between us and our Client in writing, these General Terms and Conditions of Sale and Delivery and/or Services («Deliverables») apply for all our deliveries. The Swiss code of obligation applies if a subject is not covered by special or general terms and conditions.
In any event, acceptance of the ordered goods or of the delivered services shall be considered as the unconditional recognition of the present General Terms and Conditions of Sale and Services. Any purchasing conditions of the buyer are non-binding to our deliveries and services even in case we have not expressly protested them.
The term «services» shall include both services of Blaser Swisslube AG’s («Blaser») related to a construction contract or to a mandate.
2. Order, Prices and Payment
Nature and scope of goods and services owed are exclusively defined in Blaser’s written offer accepted by the Client, or in the Client’s order confirmed in writing by Blaser. Changes and amendments of the scope of performance shall be binding only in written form. Unless otherwise noted, the VAT is not included in the price, and invoices shall be payable within 30 days after delivery without any deduction.
Blaser invoices for packaging at cost and Blaser shall have no obligation to accept returned packaging. Boxes, palettes, etc. are invoiced separately and are credited to the Client when returned at Client’s expense.
4. Shipping Costs/Tariffs
All increases of rates and fees, such as transportation, insurance costs, customs duties, etc., that incurr after the signing of the contract will be charged to the Client, even if Blaser undertook the transportation, the insurance, the payment of customs duties etc. Decreases of rates and fees will be credited to the Client. An order is considered completed when the deliverer has unloaded the goods at the designated place or the goods are handed over to the post office or railway. Any delivery of service shall be deemed to be accepted at the payment of the invoice at the latest.
5. Quantity deviation
For special orders a tolerance of 10% in terms of quantity shall be acceptable.
6. Force Majeure
Blaser shall not be in default and not liable for a failure to perform any of her obligations if this Party proves that the failure was due to an impediment beyond its or its contractors, vendors, suppliers or subcontractors control, including but not limited to: acts of God, total or partial destruction of the production plant or site, shortages, conditions of war, mobilization, insurrection or civil disturbance, revolution, acts of government in either their sovereign or contractual capacity, fire, epidemics, quarantine restrictions, unusual severe weather conditions, embargoes or trade restrictions or any other cases which can be considered as Force Majeure according to the international practice.
7. Examination and Acceptance of Deliveries
The Deliveries must be inspected upon delivery by the Client and in any event at the latest before use or processing. Any claims regarding the weight, quantity or nature of the Deliveries shall only be valid if they are notified to us in writing within 8 days after reception or acceptance of services, and if Blaser can inspect the Deliveries on the site.
In case the Client fails to perform such examination, Blaser shall be excused of any liability to the extent admissible by law.
8. Payment Delays
In case the Client defaults on the payment for goods or services for whatever reason or becomes insolvent, all payments shall be, regardless any payment terms to the contrary, due for immediate payment and may be cashed in by Blaser without delay. In addition, without any obligation to prior notification of the Client, Blaser shall be entitled to suspend its performance or to rescind the contract with immediate effect. Blaser’s right to claim damages is expressly reserved. Also, Blaser shall be entitled to immediately rescind all orders which have been confirmed to the Client.
9. Blaser’s Liability
In case of notified breaches of the duty of care or defects, Blaser shall repair and remedy such defects of its Deliverables. Blaser may, at its own discretion and with the effect of being released from any further obligation, replace goods instead of remedying defects.
There shall be no further remedies or claims against Blaser. In particular, the Client has no right to rescind the contract, ask for reduction of price or any compensation, such as compensation for any special, actual, consequential, incidental or indirect damages, or any loss of profit, revenue or data based upon Blaser’s non-performance or breach of any of its obligations, whether based in contract, tort, or otherwise, even if Blaser has been advised of the possibility of such potential loss or damage. The mandatory regulations of the Swiss Product Liability Law and other acts are reserved.
Oral indications of our personnel shall not be deemed to constitute representations or express warranties of Blaser relating to the specific use of Deliverables and shall in no event be binding upon Blaser. Blaser shall not be liable for damages resulting from violation of operating instructions set forth by Blaser or due to improper implementation of the services results.
10. Place of performance, Venue and applicable law
Exclusive place of performance shall be Hasle-Rüegsau / Switzerland. Exclusive place of juris-diction for all proceedings between the parties shall be Hasle-Rüegsau / Switzerland.
All legal relationships between the Client and Blaser shall be subject to the substantive laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods of 11 April, 1980 (CISG) shall not apply.
Modifications or amendments to the General Terms and Conditions shall be binding only in written form.
Blaser Swisslube AG, Hasle-Rüegsau, February 1, 2006