1. General
1.1 Steinemann CVS is the brand name of systems designed and produced by ConVacc AG.
1.2 The contract is concluded upon receipt of the supplier’s written confirmation of acceptance of the order (order confirmation). Offers that do not specify an acceptance period are non-binding.
1.3 These delivery conditions are binding for both parties if they are declared applicable in the offer or in the order confirmation. Differing conditions of the purchaser are only valid if expressly accepted in writing by the supplier.
1.4 All agreements and legally relevant declarations of the contractual parties must be in writing to be valid.
1.5 Should any provision of these delivery conditions prove wholly or partly invalid, the contracting parties shall replace such provision with a new one that comes as close as possible to the intended legal and economic effect.
2. Scope of Deliveries and Services
The supplier’s deliveries and services are conclusively listed in the order confirmation, including any annexes. The supplier is authorized to make changes that result in improvements, provided these do not cause a price increase.
3. Drawings and Technical Documents
3.1 Brochures and catalogs are not binding unless otherwise agreed. Specifications in technical documents are only binding if expressly guaranteed.
3.2 Each party retains all rights to drawings and technical documents provided to the other. The receiving party acknowledges these rights and shall not make such documents accessible to third parties, in whole or in part, without prior written authorization, nor use them for purposes other than those for which they were provided.
4. Regulations in the Country of Destination and Protective Devices
4.1 The purchaser must notify the supplier at the latest when placing the order of all regulations and standards relating to execution, operation, health and accident prevention.
4.2 Unless otherwise agreed, the deliveries and services comply with the regulations and standards at the purchaser’s place of business, as notified to the supplier under clause 4.1. Additional or different protective devices shall be supplied only if expressly agreed.
5. Prices
5.1 All prices are, unless otherwise agreed, net, ex works, without packaging, in freely available Swiss francs, without any deductions. All ancillary costs (e.g. freight, insurance, export, transit, import permits, notarizations) shall be borne by the purchaser, as well as all taxes, duties, fees, and customs charges arising in connection with the contract, or reimbursed to the supplier if the latter is liable for payment.
5.2 The supplier reserves the right to adjust prices if wage rates or material prices change between the date of the offer and contractual performance. A reasonable price adjustment shall also be made if:
- the delivery period is subsequently extended for reasons listed under clause 8.3, or
- the type or scope of the agreed deliveries or services changes, or
- the material or design changes because purchaser documents did not correspond to actual conditions or were incomplete.
6. Terms of Payment
6.1 Payments must be made by the purchaser in accordance with the agreed terms, at the supplier’s domicile, without deduction of discount, expenses, taxes, duties, fees, customs charges, or similar. Unless otherwise agreed, the price shall be paid as follows:
- One-third as advance payment within one month after receipt of the order confirmation,
- One-third after two-thirds of the agreed delivery period,
- The balance within one month after notification of readiness for shipment.
If payment by bill of exchange is agreed, discount charges, stamp duty, and collection fees are borne by the purchaser.
6.2 Payment deadlines must be observed even if transport, delivery, assembly, commissioning, or acceptance is delayed or rendered impossible for reasons not attributable to the supplier, or if insignificant parts are missing or rework is necessary that does not prevent use of the deliveries.
6.3 If the advance payment or agreed securities are not duly provided, the supplier may either uphold or withdraw from the contract and in both cases claim damages. If the purchaser falls into arrears with any further payment or if the supplier reasonably fears non-payment, the supplier may suspend performance, withhold deliveries, or withdraw from the contract and claim damages.
6.4 If the purchaser fails to meet payment deadlines, he shall, without reminder, pay interest from the due date at a rate customary at the supplier’s domicile, but at least 4% above the Swiss National Bank discount rate. Further damages are reserved.
7. Retention of Title
The supplier retains ownership of all deliveries until full payment is received. The purchaser shall assist with necessary measures to protect the supplier’s property rights and insure the delivered goods at his own expense against theft, fire, water, and other risks during the retention period.
8. Delivery Period
8.1 The delivery period begins once the contract is concluded, all official permits obtained, payments made, securities provided, and technical points settled. The period is met if the readiness for dispatch notice is sent before expiry.
8.2 Meeting the delivery period presupposes fulfillment of contractual obligations by the purchaser.
8.3 The delivery period shall be extended if:
a) required information is not provided in time, or is later amended;
b) obstacles arise beyond the supplier’s control (e.g. epidemics, mobilization, war, unrest, major breakdowns, accidents, labor disputes, delayed raw material supply, government actions, natural events);
c) the purchaser or third parties are delayed in their contractual obligations, particularly payments.
8.4 The purchaser may claim liquidated damages for delay, up to 0.5% per full week, not exceeding 5% of the contract price of the delayed part. The first two weeks of delay give no entitlement. If the supplier fails to deliver within an additional grace period, the purchaser may reject the delayed portion or withdraw from the contract.
8.5 If a fixed date is agreed instead of a delivery period, this is treated as the last day of the period.
8.6 The purchaser has no other rights due to delay beyond those listed here, except in cases of gross negligence or willful misconduct by the supplier.
9. Packaging
Packaging is generally included in the price, unless otherwise agreed. Non-returnable packaging is charged separately. Returnable packaging must be returned carriage paid.
10. Transfer of Benefit and Risk
10.1 Benefit and risk pass to the purchaser at the latest upon dispatch ex works.
10.2 If dispatch is delayed at the purchaser’s request or for reasons beyond the supplier’s control, risk passes at the originally scheduled time of dispatch.
11. Shipping, Transport, and Insurance
11.1 Special requests regarding shipping, transport, and insurance must be notified in time. Transport, if not included in the price, is at purchaser’s cost and risk. Claims for transport damage must be addressed to the carrier.
11.2 Insurance, if not included in the price, is the purchaser’s responsibility.
12. Inspection of Deliveries and Services
12.1 The supplier will test deliveries as customary before dispatch. Further tests must be specially agreed and paid by the purchaser.
12.2 The purchaser must inspect deliveries within a reasonable period and notify defects in writing. Otherwise, goods are deemed accepted.
12.3 The supplier shall remedy duly notified defects as quickly as possible.
12.4 Acceptance is also deemed to occur when goods leave the factory, are refused without justification, or are used by the purchaser.
12.5 The purchaser has no claims beyond those expressly stated under clause 13.
13. Warranty, Liability for Defects
13.1 Warranty period: 12 months, or 6 months under continuous operation, from dispatch ex works, or from acceptance/assembly if agreed. Extended deadlines apply for replaced/repaired parts.
13.2 Supplier shall, upon written request, repair or replace defective parts due to poor material, faulty design, or workmanship.
13.3 Guaranteed properties are only those expressly designated as such. If not met, the purchaser may demand repair or price reduction, or withdraw if use is substantially impaired.
13.4 Exclusions: wear and tear, improper maintenance, misuse, unsuitable operating materials, corrosion, construction or assembly not carried out by supplier.
13.5 Sub-suppliers: warranty only within their own obligations.
13.6 Purchaser has no rights beyond those in 13.1–13.5.
13.7 Supplier is only liable for negligent advice in cases of gross negligence or willful misconduct.
14. Non-Performance, Defective Performance
If the supplier unjustifiably delays or executes defectively, the purchaser may set a grace period and, if unmet, withdraw from the contract. Claims for damages are limited to 10% of the contract value.
15. Cancellation by the Supplier
If unforeseen events fundamentally change delivery obligations or make execution impossible, the supplier may cancel the contract. Purchaser has no claims for damages in such cases.
16. Limitation of Liability
The purchaser has no claims other than those expressly stated. Excluded are in particular consequential damages such as production losses, lost profits, or other indirect damages, except in cases of gross negligence or willful misconduct.
17. Supplier’s Right of Recourse
If the supplier is held liable due to acts or omissions of the purchaser or his auxiliaries, the supplier has recourse against the purchaser.
18. Jurisdiction, Applicable Law, Place of Performance
18.1 Jurisdiction is at the supplier’s domicile, though the supplier may also sue at purchaser’s domicile.
18.2 The UN Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 is excluded.
18.3 The contract is governed by Swiss law.
18.4 Place of performance is the supplier’s place of business.
01.01.2016, ConVacc AG, CH-9230 Flawil, Schweiz