Soba Inter AG General Terms and Conditions

Version as of 01/2024

  1. General provisions
    1. These General Terms and Conditions (GTCs) and the individual terms and conditions stipulated in the order confirmation form the binding legal basis for the contractual relationship between the customer and SOBA INTER.
    2. SOBA INTER concludes agreements solely based on its GTCs; the GTCs shall also apply even if no explicit reference is made to the GTCs in the offer or in the order confirmation from SOBA INTER. Special agreements on individual provisions in these GTCs shall only be valid in written form.
    3. The GTCs shall override all other terms and conditions stipulated by the customer - in whatever form. The version of the GTCs valid at the time of the order shall apply. This can be viewed at:

  2. Design of products, preliminary studies, proposals, planning, consultations and services
    1. The property and copyright rights of any preliminary studies, studies, developments, and plans created by SOBA INTER do not transfer to the customer upon the sale of the goods. Such documents and work results may only be duplicated or otherwise used or exploited by the customer with SOBA INTER’s prior written consent.
    2. Planning work and other services requested by the customer and provided by SOBA INTER shall be remunerated based on the effort involved, unless such services have been explicitly agreed to be free of charge or subject to a different cost arrangement according to the order conformation.
    3. SOBA INTER shall not under any circumstances be held liable for inadequate planning, faulty planning documents, or inadequate consultation (especially regarding product selection). 
    4. The customer guarantees that any products that SOBA INTER should supply according to customer drawings or models do not infringe any third-party rights in the production and provision of these products. In such cases, the customer shall indemnify SOBA INTER and bear all consequences of such an infringement, including all court and attorney fees, consequential damages, loss of goodwill, and lost profits that SOBA INTER may incur.
  3. Offers, Order Confirmation, and Subsequent Changes
    1. Offers from SOBA INTER are non-binding unless expressly declared binding for a specific period.
    2. SOBA INTER will issue an order confirmation after order placement. The content shall be deemed approved and become binding unless the customer rejects the content in writing within five working days of order confirmation issuance, or upon acceptance of the goods at the latest. 
    3. Any subsequent changes to the main contractual points agreed upon shall be made in writing.
  4. Prices
    1. All prices quoted exclude value-added tax (VAT) and are payable without deduction.
    2. Prices are net, ex works CH-Baden-Dättwil or CH-Altdorf (EXW - Incoterms 2020).
    3. SOBA INTER may alter prices listed in price lists or offers as required in response to changes in raw material prices, currency fluctuations, or transport costs, and do not require prior notice. This shall also apply to prices agreed upon in call-off contracts.
    4. The customer shall be held liable to SOBA INTER for any additional costs caused by subsequent alterations, instructions, specifications, or other actions by the customer.
    5. Costs for sampling (material and time expenditure) shall be borne by the customer.
  5. Payment terms
    1. Invoices from SOBA INTER shall be paid net without deductions.
    2. SOBA INTER may demand advance payment on issuing order confirmation for goods supply with bespoke specification.
    3. The customer shall not withhold, offset, or reduce payments due to complaints or their own claims. The implementation of warranty retentions is also excluded.
    4. Payment deadlines shall be adhered to even if transport, delivery, installation, commissioning, or acceptance of deliveries or services is delayed or frustrated for reasons not attributable to SOBA INTER, or if insignificant parts are missing or if rework proves necessary without impeding the use of the products supplied.
    5. SOBA INTER may withhold its own performance and only deliver against payment on a quid pro quo basis if the customer falls in arrears on payment, or if SOBA INTER has grounds to suspect that the customer will not be able to pay in full or on time.
    6. The payment period is thirty days from the date of the invoice. The customer shall be deemed in default on accounts outstanding after expiry of the payment period without requiring a reminder.
  6. Delivery Deadlines, Delay in Acceptance, and Transfer of Risk
    1. A delivery period defined as a timespan (number of days, weeks, etc.) shall begin from the date of the order confirmation issued by SOBA INTER. 
    2. Delivery periods and dates confirmed in the order confirmation shall be approximate (not guaranteed deadlines).
    3. In any event, delivery periods and dates shall be extended by the duration during which documents, plans, drawings, production details, or other information or documents to be provided by the customer are missing. The same shall apply if the customer fails to approve the documents received despite SOBA INTER’s request to do so, falls in arrears on payment, or fails to fulfil other obligations.
    4. SOBA INTER shall be released from its obligations arising from delivery periods and dates in cases of operational disruptions, strikes, and force majeure. This shall also apply if such an impediment occurs during a delay or affects a supplier or subcontractor.
    5. The customer shall not be entitled to compensation or cancellation of the contract due to delayed delivery under any circumstances.
    6. The customer shall ensure access to its buildings, premises, etc., in advance when notified of the exact delivery date for SOBA INTER to perform the delivery unhindered.
    7. SOBA INTER may charge the customer for all expenses (such as additional transportation, storage costs) caused by customer delaying goods acceptance.
    8. The risk shall be transferred to the customer on transfer of goods at the place of fulfilment or on dispatch; the risk transfers at the time of delay if timely delivery cannot be made or is delayed due to a delay on the part of the customer.
  7. Retention of Title
    All deliveries from SOBA INTER shall remain the property of SOBA INTER until the customer has settled all accounts from the deliveries in full. SOBA INTER may make the necessary entries in the official registers (particularly in the retention of title register).
  8. Inspection and Defect Notification
    1. The customer shall inspect the delivered item immediately upon arrival and report any defects. The customer shall report any hidden defects immediately upon discovery. Defect reports must be made in writing, precisely describing the defect in the complaint.
    2. Only characteristics explicitly designated as such in the order confirmation or specifications shall be considered as guaranteed properties.
    3. The customer shall no rights relating to any kind of defects in the delivered item beyond those explicitly stated below in clause 9.
  9. Defects in the Delivered Item:
    1. For joint bands (FlamLINE, RedLINE and EpoLINE), dilatations, and sealing collars:
      Customer rights due to defects in the delivered item shall expire two years after delivery to the customer, or five years after delivery to the customer for products incorporated into an immovable structure.
    2. For all other products and contract manufacturing:
      The customer shall inspect the delivered products immediately upon reception and report any defects immediately, but no later than within eight days, in writing. Later complaints and defect reports shall not be considered.
    3. The warranty period shall be six months from replacement or completion of the repair for replaced or repaired parts of the delivered item, or acceptance if the period according to clause 9.1 above expires earlier.
    4. In the case of defects: 
      • Defective parts in movable goods shall either be repaired or replaced at SOBA INTER’s discretion at its headquarters, with the customer bearing the costs of transporting the defective goods to SOBA INTER; SOBA INTER shall bear the costs of the return transport.
      • SOBA INTER shall either repair the defective parts or grant a price reduction in favour of the customer for works on the customer's land and soil that cannot be removed or only at disproportionate hardship.
    5. These rights arising from defects shall not apply to damage resulting from natural wear and tear, poor maintenance, disregard of operating instructions, incorrect operation, excessive strain, unsuitable operating materials, chemical influences, environmental influences, construction or assembly work not performed by SOBA INTER, or other reasons not attributable to SOBA INTER.
    6. Minor colour differences or alterations resulting from model adaptations by the manufacturer shall not be considered as defects and shall be excluded from any claims.
    7. Rights arising from defects shall expire prematurely if the customer or any third party makes alterations or repairs to the delivered item without SOBA INTER’s written consent, or in the event of a defect, if the customer fails to take all appropriate measures immediately in order to mitigate the damage, therefore denying SOBA INTER the opportunity to remedy the defect.
  10. Assembly Instructions, Operating Instructions, and Safety Notes
    The customer shall ensure strict adherence to all specifications and instructions, especially assembly instructions, operating instructions, and safety notes, and ensure that third parties allowed to use the delivered item also adhere to these specifications and instructions.
  11. Information on Product Characteristics
    The characteristics of the products are exclusively determined by the information in the offer and order confirmation, and - where such information is lacking - details provided in the data sheets provided by SOBA INTER. No other statements regarding product characteristics, particularly those in advertising materials, shall be considered binding.
  12. Exclusion of further liability
    1. SOBA INTER shall not entertain any liability for claims from the customer due to faulty information, violation of explanatory or ancillary obligations, incorrect advice, or similar.
    2. All cases of contract violations and their legal consequences, as well as claims of the purchaser, regardless of the legal basis they are derived from, are conclusively regulated in these Terms and Conditions. In particular, all claims not expressly covered regarding damages, reduction, or contract cancellation or withdrawal shall be excluded. Under no circumstances shall the customer be entitled to compensation for damages that did not occur on the delivered item itself (consequential damages due to defects), such as loss of use or other indirect damages. Product liability shall otherwise remain subject to statutory provisions.
  13. Applicable Law
    Swiss law shall apply to the exclusion of conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  14. Jurisdiction and Place of Fulfilment
    The exclusive jurisdiction for all disputes between the customer and SOBA INTER shall be the headquarters of SOBA INTER. Furthermore, SOBA INTER may file for litigation against the customer at the legally competent courts.

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