1. General
1.1
These General Terms and Conditions (hereinafter referred to as "GTC") apply to orders for goods from the product range of BRUNNER-ANLIKER AG as well as to all services, offers, deliveries and other performances of BRUNNER-ANLIKER AG in the respective version valid at the time of the order.
1.2
The contractual partner of the customer is BRUNNER-ANLIKER AG, Flughofstrasse 55, 8152 Opfikon-Glattbrugg, Switzerland, Tel.: +41 44 804 21 00, E-Mail: mail@brunner-anliker.ch (hereinafter "BAAG").
1.3
These GTC form an integral part of the contract concluded between BAAG and the customer. Provisions deviating from these GTC shall only become legally binding if they are expressly accepted by BAAG in writing. BAAG does not accept any general terms and conditions of customers or partner companies.
2. Order process, quotation and conclusion of contract
2.1
The offers in catalogues or on the BAAG website are not considered binding offers. For orders received in person, by telephone, by e-mail or by post, a contract shall only be concluded upon BAAG's declaration of acceptance, i.e., an order confirmation sent to the customer by e-mail or by post; however, no later than upon dispatch of the ordered goods or notification of collection.
2.2
If the ordered goods are not available, BAAG reserves the right not to accept the customer's offer, so that no contract is concluded. The customer will be informed of this by e-mail or by post. In this case, any payments already made for the ordered goods will be refunded to the customer.
2.3
Should it transpire after conclusion of the contract that the ordered goods cannot be delivered, either in part or in whole as a result of force majeure or for other reasons for which BAAG is not responsible, BAAG shall be entitled to withdraw from the contract in whole or in part. The customer shall be informed of this by e-mail or by post. Any payments already made for the corresponding goods will be refunded to the customer, either in full (in the case of a complete withdrawal) or with regard to the goods that cannot be delivered (in the case of a partial withdrawal). The customer may not assert any further claims.
2.4
All information, service descriptions, images, media data, product details, product images, technical
specifications, accessory relationships, etc. on the BAAG website are provided without guarantee. BAAG also accepts no liability for the content of external websites and linked partner companies.
2.5
All information (product descriptions, illustrations, films, dimensions, weights, technical specifications, accessory relationships and other information) on the website or in catalogues of BAAG are subject to error and do not constitute a guarantee of properties.
2.6
All product and project descriptions, operating and service manuals, images, photographs, text and media data, plans, systems, schematics, prototypes, models and designs originate from BAAG – except where expressly indicated otherwise – and are subject to the exclusive right of use by BAAG. Intellectual property rights associated with these remain the intellectual property of BAAG in all cases. Without the written consent of BAAG, the customer may neither use, copy, duplicate nor hand them over to third parties. If no contract is concluded, the customer shall return these documents to BAAG in full. Furthermore, BAAG disclaims any liability in connection with the unlawful use of the aforementioned documents and products and reserves the right to make any kind of changes, renewals and adjustments.
3. Regulations in the country of destination and protective devices
3.1
The customer shall draw BAAG's attention to any special technical requirements as well as to the legal, official and other regulations at the place of destination at the latest when placing the order, insofar as these are of significance for the delivery and use of the product.
3.2
In the absence of a reference pursuant to section 3.1 of these GTC, the deliveries and services shall comply with the regulations and standards at the registered office of BAAG. Additional or other protective devices shall only be supplied insofar as this is expressly agreed.
4. Delivery
4.1
If the customer decides to have products sent to him, he will be notified by e-mail or by post when the products are ready for dispatch. BAAG reserves the right to choose the carrier. Dispatch, transport, packaging, assembly and any other additional costs (e.g., surcharges as per the selected means of payment) shall be shown separately and charged to the customer in addition. For deliveries abroad, customs duties, taxes and fees may be incurred which are not included in the total price shown. The risk for the item shall pass to the customer in accordance with the order confirmation of BAAG. If nothing to this effect is stipulated in the order confirmation, the risk shall pass to the customer upon confirmation of dispatch.
4.2
The customer is obliged to accept the consignment. If a consignment proves to be undeliverable and the goods are returned to BAAG by the carrier, BAAG reserves the right to waive subsequent fulfilment of the obligations without setting a grace period with regard to the goods not accepted. BAAG is also entitled to claim damages for non-fulfilment of the contract and to charge additional expenses, processing and/or storage costs.
4.3
If the customer decides to collect the goods from the BAAG premises, he will be notified by e-mail or by post when the order is ready for collection. The risk of the item shall also pass to the customer in accordance with the order confirmation. If nothing is mentioned in the order confirmation, the risk shall pass to the customer as of the notification of collection. For collection, the customer must present the collection notification and a photo ID issued by a public authority (identity card, driver's licence, passport, etc.). The customer is obliged to collect the order from BAAG within 10 days of receipt of the collection notification. If the customer does not collect the order within this period, BAAG reserves the right to waive the subsequent fulfilment of the obligations without setting a grace period with regard to the uncollected goods. BAAG is also entitled to claim damages arising from the non-fulfilment of the contract as well as to invoice additional expenses, processing and/or storage costs.
4.4
If the goods are not delivered within the period agreed with BAAG due to circumstances independent of the will of the parties which are to be qualified as cases of force majeure, e.g. war, labour conflicts, insurrection, natural events, fire, official seizure, embargo, pandemic, etc., either at the customer's, BAAG's or a supplier's plant, the delivery period shall be extended for the duration of the delay caused thereby. Any liability of BAAG for direct or indirect damages of the customer is excluded.
4.5
A delay in delivery or a failure to deliver not caused by the customer and not covered by Clause 4.4 entitles the customer to withdraw from the contract, provided that the customer has set BAAG a period of grace of at least 60 days in writing and this period has expired unsuccessfully. Any liability of BAAG for direct or indirect damages of the customer resulting from a delay in delivery is excluded to the extent permitted by law.
4.6
Furthermore, the stated delivery period shall be extended appropriately if the customer subsequently changes necessary information (after order confirmation) and if the customer is in arrears with work to be carried out by him or is generally in default with the fulfilment of his obligation.
5. Price and payment
5.1
All prices on the website or in BAAG catalogues are quoted in Swiss francs (CHF), US dollars (USD) or euros (EUR). They are non-binding (subject to change) and exclude the statutory value added tax. Dispatch, transport, packaging, assembly and any other additional costs (e.g. surcharges according to the selected means of payment) are shown separately and charged additionally to the customer. Any adaptation to cantonal, local or in-house regulations of the customer will also be charged separately. The prices for development, installation, assembly, consulting, maintenance, after-sales or other services provided by BAAG are net prices. The applicable statutory value added tax shall be charged additionally. Orders with prices from the website or catalogue shall only become binding upon confirmation of the order by BAAG in accordance with Clause 2.1.
5.2
The payment options specified in the order process are available to the customer. BAAG reserves the right to exclude customers from individual payment options without giving reasons or to insist on payment in advance. The payment deadline stated in the BAAG order confirmation is binding. In the case of purchase on advance payment, the invoice shall be settled with a due date of 10 days. Otherwise, BAAG may cancel the order. For development, installation, assembly, consulting, maintenance, after-sales or other services to be provided by BAAG or also for the payment of goods ordered or to be developed, the provision of a down payment or partial payments can be agreed with the customer, which will then be shown on the order confirmation.
5.3
With the first delivery or unsuccessful delivery attempt of the goods, first collection or with the expiry of the ten-day collection period (cf. Clause 4.3) or with the expiry of the payment periods in the case of payment by invoice (cf. Clause 5.2) or with the expiry of the agreed payment period, the customer shall be in default without reminder and, from the time of the due date, the customer shall pay interest on arrears in the amount of 5% as well as reminder charges. BAAG is free to stop all further deliveries or services in whole or in part until all due claims have been settled. BAAG also reserves the right, after the expiry of a grace period of at least 10 days, to waive the subsequent fulfilment of the customer's obligations in whole or in part, to demand the return of any goods already delivered in whole or in part and to claim damages arising from the non-fulfilment of the contract as well as to invoice additional expenses, processing and/or storage costs.
6. Retention of title, diligence, insurance
6.1
The goods shall remain the property of BAAG until full payment of all claims arising from or in connection with the purchase made or the project commissioned. Upon conclusion of the contract, the customer authorises BAAG pursuant to Art. 4 of the Ordinance of the Federal Supreme Court on the Registration of Reservations of Title (SR 211.413.1) to make a corresponding entry in the register of reservations of title at the customer's expense.
6.2
Until the transfer of ownership, the delivery item may not be pledged, resold or moved to other premises
without the consent of BAAG.
6.3
In the event of a change of domicile by the customer, the customer shall be obliged to inform BAAG thereof without delay.
6.4
The customer is obliged to handle the delivery item or the product with all due care in accordance with its
intended use and to carry out the usual maintenance and servicing specified by BAAG or the manufacturer.
6.5
Before taking possession of the delivery item or the product, the customer is obliged to insure the object of purchase adequately against fire, damage by natural forces, machine breakage, etc. with a recognised insurance company until full payment has been made.
7 Warranty and liability
7.1
Provided that the customer complies with the inspection and complaint obligations in accordance with the law, BAAG warrants the functions and the contractually specified performance and characteristics of the products in accordance with the product and the product description for a warranty period of 24 months for catering equipment and 6 months for industrial equipment. The warranty period begins with the dispatch of the deliveries ex works or with the possibly agreed acceptance of the deliveries and services or, insofar as BAAG has also taken over the assembly, with their completion.
7.2
The warranty does not cover normal/natural wear and tear or the consequences of improper handling or damage by the customer or third parties or defects attributable to external circumstances. In all cases, a warranty claim shall only exist if the products were installed and commissioned in accordance with BAAG's specifications, if no third-party interventions were carried out and if proper maintenance was ensured.
In particular, the warranty is excluded if:
- excessive stress is applied and unsuitable operating materials are used;
- for pumps, damage due to freezing or chemical, electrolytic and electrical influences or wear and damage due to sandy, encrusting and contaminated water, corrosion, cavitation, water hammer;
- changes or repairs have been made to the products which have not been carried out by BAAG, unless BAAG has expressly agreed to this in writing;
- the customer does not take appropriate defensive measures after the occurrence of damage. He is always obliged to mitigate the damage.
7.3
Furthermore, the warranty by BAAG expires in the event of non-fulfilment of the terms of payment.
7.4
BAAG shall only be liable and provide warranty for parts delivered and installed by the customer if defects were not recognisable during a proper inspection of the goods and the products sold are used as intended. Furthermore, the assembly and installation instructions must be observed, the products must not be overloaded, overstressed or taken apart, and no unsuitable third-party parts may have been used. The installation must have been carried out professionally.
7.5
If the function of the product is impaired during the warranty period and the defect has been reported by the customer in due time and form, BAAG shall carry out the rectification of the defect free of charge – except in the cases listed in Clauses 7.2 to and including Clause 7.4 – provided that BAAG has been notified of the impairment during normal working hours; any other claims of the customer are excluded. Before handing over storage media to BAAG, the customer must make backup copies of data stored on computers, hard disks or other storage media, as these may be lost or damaged (e.g., during a repair). Any liability of BAAG for data loss and data damage is excluded.
7.6
The assignment of warranty claims and their offsetting is excluded.
8. Liability
BAAG fully excludes any liability regardless of the basis of liability and claims for damages against BAAG and any auxiliary persons and vicarious agents to the extent permitted by law. BAAG also accepts no liability whatsoever for items supplied by third parties or partner companies of BAAG and for development, project planning, installation, assembly, consulting, maintenance, after-sales or other services provided.
9. Software use
Insofar as software is included in the scope of the order, BAAG grants the customer a non-exclusive, non-transferable and only project-related right to use the delivered software including its documentation. This licence of use shall apply exclusively for the customer's own use in connection with the delivered product and at the designated location. The use of the software for other than the product delivered by BAAG is prohibited. Copies may only be made for archiving and backup purposes. In particular, the customer may not disassemble, decompile, decrypt or reverse-engineer or otherwise process the software without the prior written consent of BAAG. In case of infringement, BAAG may revoke the right of use. The use of the software shall be governed by a special licence agreement to be concluded between the customer and BAAG.
10. Final provisions
10.1
If any clause in these GTC is or becomes invalid, illegal or unenforceable, this shall not affect the validity of the other clauses.
10.2
Substantive Swiss law excluding the conflict of laws as well as international law, in particular the UN Convention on Contracts for the International Sale of Goods, shall apply exclusively.
10.3
To the extent permitted by law, the place of jurisdiction for disputes arising from or in connection with these GTC or otherwise from the legal relationship between the customer and BAAG, irrespective of their legal nature, shall be at the registered office of BAAG. BAAG has the right to alternatively assert its claims at the domicile of the customer or before any other competent court.
10.4
The German version of these GTC shall prevail in case of discrepancies with the version in another language.
Version: 1 June 2023