General Terms and Conditions of SOBA INTER AG (GTCs)
The current General Terms and Conditions (GTCs) and the individually stipulated conditions according to the order confirmation form the binding legal basis for the contractual relationship between the purchaser and SOBA INTER.
SOBA INTER concludes agreements solely on the basis of its GTCs; these apply even if the quote or order confirmation from SOBA INTER does not explicitly refer to the GTCs. Special agreements on individual points of these GTCs must be made in writing in order to be valid.
The GTCs shall override any other terms and conditions stipulated by the purchaser in any form whatsoever.
The version of the GTCs valid at the time of the order shall apply. This can be viewed at: www.soba-inter.com.
Design of products, preliminary studies, proposals, planning, consultations and services
The property rights and copyrights of SOBA INTER to the preliminary studies, designs and plans created by it are not transferred to the purchaser by the sale of the goods. Such documents and work products may only be duplicated or used or exploited in any other way by the purchaser with the prior written consent of SOBA INTER.
The planning work performed by SOBA INTER and other services requested by the purchaser are to be reimbursed at cost, unless the order confirmation explicitly stipulates that such services are free of charge or another cost arrangement has been agreed.
In no case shall SOBA INTER be liable for inadequate planning, incorrect planning documents or inadequate advice (especially with regard to product selection).
Quote, order confirmation and subsequent changes
Quotes by SOBA INTER are not binding unless they are expressly declared to be binding for a specific period.
Once the order has been placed, SOBA INTER will issue an order confirmation. The content of the order confirmation shall be deemed to have been approved and shall be binding unless the purchaser rejects it in writing within 5 working days of the order confirmation being issued – at the latest, however, upon taking delivery of the goods.
Subsequently agreed changes to the main contractual points must be documented in a suitable manner.
All prices are exclusive of VAT without any deductions.
Prices are net ex works CH-Baden-Dättwil (EXW-Incoterms 2010). Freight costs, customs duties, sales taxes, etc. shall be borne by the purchaser. Shipment of the goods is at the risk of the purchaser.
The prices listed in the price lists or quotes may be adjusted by SOBA INTER as required due to changes in purchase prices or currency fluctuations.
The purchaser is obliged to compensate SOBA INTER for additional costs caused by changes, instructions, specifications or alterations made in any other way by the purchaser.
The costs of samples (in materials and time) shall be borne by the purchaser.
Invoices from SOBA INTER are to be paid strictly net.
In the case of delivery of goods to be provided individually, SOBA INTER is entitled to claim 50% of the agreed price as down payment when issuing the order confirmation.
The purchaser shall not be entitled to withhold, offset or reduce payments due to complaints or its own claims. Guarantee retentions are also excluded.
The payment dates must also be observed if transport, delivery, assembly, commissioning or acceptance of the deliveries or services are delayed or made impossible for reasons for which SOBA INTER is not responsible, or if insignificant parts are missing or rework proves to be necessary, but does not make it impossible to use the deliveries
If the purchaser defaults on a payment or if SOBA INTER has reason to fear that payments from the purchaser will not be received in full or on time, SOBA INTER is entitled to withhold its own performance and only make deliveries against payment step by step to the purchaser and to deposit goods at the purchaser's expense; upon deposit, the contractually agreed price for the deposited delivery is due for payment immediately.
The payment period is 30 days from the date of issue of the invoice. After the payment deadline has passed, the purchaser shall be in default without the need for a reminder.
Delivery periods, default in acceptance and transfer of risk
If the delivery period has been defined in the form of a time span (number of days, weeks, etc.), this period starts to run on the date of the order confirmation issued by SOBA INTER.
The delivery periods and delivery dates confirmed in the order confirmation are approximate (no fixed dates).
In all cases, the delivery periods and delivery dates shall be extended by the duration of the absence of documents, plans, drawings, production details or other information or documents to be supplied by the purchaser. The same applies if the purchaser, after receipt of documents, despite a request by SOBA INTER, fails to approve them, is in default of payment or does not comply with other obligations.
In case of operational disturbances, strike and cases of force majeure, SOBA INTER is released from the obligation to comply with the delivery periods and dates. This also applies in the event that such an impediment occurs during a delay or due to occurrences at a supplier or sub-supplier.
In no case shall the purchaser be entitled to compensation or termination of the contract due to late delivery.
The purchaser is obliged to ensure access to their buildings, premises and the like in advance in case of notification of the exact delivery date, so that SOBA INTER can carry out the delivery unhindered.
If the purchaser is in default of acceptance, SOBA INTER is entitled to charge the customer for all expenses resulting from this default of acceptance (e.g. additional transports, storage costs).
The transfer of risk shall take place with the handover of the goods at the place of performance or with the dispatch; if timely delivery cannot be made or can only be made with a delay due to default on the part of the purchaser, the transfer of risk shall take place with the occurrence of the default.
Reservation of title All deliveries by SOBA INTER remain their property until full payment by the purchaser. SOBA INTER is entitled to obtain the necessary entries in the official registers (in particular in the retention of title register) by unilateral application.
Control and notice of defects
The purchaser shall inspect the delivery item immediately after its arrival and notify us of any defects. Hidden defects must be reported immediately after their discovery. Notifications of defects must be made in writing, stating the exact nature of the defect that is the subject of the complaint.
Only those characteristics that have been expressly designated as such in the order confirmation or in the specifications shall be deemed warranted characteristics.
The purchaser shall have no rights in respect of defects of any kind in the delivery item other than those expressly stated in Section 10 below.
Defects of the delivery item
The purchaser's rights in respect of defects in the product shall expire 2 years after delivery to the purchaser; in the case of products incorporated into an immovable work, such rights shall expire 5 years after delivery to the purchaser.
For replaced or repaired parts of the delivery item, the warranty period shall be 6 months from their replacement, the completion of the repair or acceptance, if the period pursuant to Section 10.1 above expires earlier.
In the event of defects:
(1) in case of movable goods, the defective parts shall either be repaired or replaced at SOBA INTER's place of business, at SOBA INTER's discretion; in this case the costs of transport of the defective goods to SOBA INTER are borne by the purchaser; the costs of return transport are borne by SOBA INTER;
(2) in case of works on the purchaser’s property which cannot be removed or can only be removed with disproportionate disadvantages, SOBA INTER shall either repair the defective parts or grant a price reduction to the customer, at SOBA INTER’s discretion.
The rights for defects do not apply to damage caused by natural wear and tear, insufficient maintenance, disregard of operating instructions, incorrect operation, excessive stress, unsuitable operating materials, chemical factors, environmental influences, construction or assembly work not carried out by SOBA INTER or due to other reasons for which SOBA INTER is not responsible.
Cases of minor colour differences and changes as a result of model adjustments by the manufacturer are not considered defects and are excluded from any claims.
The rights for defects expire prematurely if the purchaser or third parties carry out changes or repairs on the delivery item without the written consent of SOBA INTER or if the purchaser, in the event of a defect, does not immediately take all appropriate measures to mitigate the damage and give SOBA INTER the opportunity to remedy the defect.
Assembly instructions, instructions for use and safety instructions The purchaser undertakes to strictly comply with all specifications and instructions, in particular the assembly instructions, the instructions for use and the safety instructions, and to ensure that these specifications and instructions are also complied with by third parties to whom the delivery item is handed over for use.
Information on the product properties The characteristics of the products are exclusively determined by the information in the quote and the order confirmation and – if such are missing – by the information in the data sheets provided by SOBA INTER. Other information on product characteristics, in particular statements in advertising documents, are not binding.
Exclusion of further liability
SOBA INTER is not liable for any claims by the purchaser due to incorrect information, violation of information or secondary obligations, incorrect advice and the like.
All cases of breach of contract and their legal consequences as well as claims of the purchaser, irrespective of the legal grounds on which they are derived, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract not expressly mentioned are excluded. Under no circumstances shall the purchaser be entitled to claim compensation for damage that has not occurred to the delivery item itself (consequential damage), such as loss of use and other indirect damage. The legislation on product liability remains reserved.
Place of performance Place of performance is the registered office of SOBA INTER.
Applicable law Swiss law shall apply, with the exception of the conflict of laws provisions and the Vienna Sales Convention (CISG).
Jurisdiction The exclusive place of jurisdiction for any disputes between the purchaser and SOBA INTER is the registered office of SOBA INTER. Furthermore, SOBA INTER is entitled to take legal action against the purchaser before the courts having jurisdiction by law.