1. Conclusion of contract
1.1 All agreements, amendments to agreements and legally binding declarations between bk brändli ag and the Customer must be made in writing in order to be valid. Any waiver of this requirement for written form must itself be made in writing. Any electronic transmission of communications in the form of email shall be deemed to comply with the written form required by this clause.
1.2 The contract between the Customer and bk brändli ag is concluded at the moment that the order confirmation or the goods are sent by bk brändli ag.
1.3 If bk brändli ag has modified essential or minor points of the order in its order confirmation and the Customer does not agree to accept these changes, the Customer must notify bk brändli ag of this in writing immediately. This notification must be received by bk brändli ag within 5 working days after receipt of the order confirmation by the Customer, otherwise the contract shall be deemed accepted in accordance with the content of the order confirmation deviating from the order.
2. Application to future deliveries to the same Customer
These General Terms and Conditions of Delivery shall also apply to all future deliveries by bk brändli ag to the same Customer, even if no further explicit reference is made in a later contract between bk brändli ag and the Customer.
3. Scope of service
3.1 The scope of a delivery (quality and quantity) results only and finally from the order confirmation, including any annexes if these are declared an integral part of the order confirmation.
3.2 Excess or short deliveries up to 10% are permissible. bk brändli ag will invoice the amount actually delivered.
4. Delivery terms, inspection and approval of delivery
4.1 The delivery date does not apply as an expiry date, and there is no fixed date transaction.
4.2 Delivery dates may only be postponed by mutual written agreement. Postponements of delivery dates within 30 days requested by the Customer may only be granted on an exceptional basis. The resulting costs incurred by bk brändli ag must be borne by the Customer.
4.3 Delivery is EXW Unterkulm (Incoterm 2010).
4.4 The Customer shall inspect the delivery within 8 days of acceptance. The Customer must report any defects immediately upon discovery. Otherwise, the delivery shall be considered approved.
5. Prices and other costs
5.1 The confirmed prices are net prices excluding value added tax.
5.2 Costs of producing custom implements (e.g. tools, moulds) needed to perform the delivery shall be borne by the Customer and charged additionally.
6. Payment terms
The Customer must pay bk brändli ag’s invoices without any discounts from the invoice date, unless otherwise agreed. Failure to comply with a payment deadline entitles bk brändli ag to retain any deliveries owed to the Customer until all outstanding invoices have been paid, but does not release the Customer from their commitment to purchase.
7. Ownership of Customer-specific moulds and tools
Moulds and tools remain in our ownership and possession even in the case of partial or total cost sharing by the Customer, and we are under no obligation to hand over these moulds and tools. We do commit to using these moulds and tools exclusively for the Customer concerned, however, and to treating and storing them carefully. Costs resulting from any use and wear shall always be borne by the Customer. These moulds and tools shall be stored at our expense for 5 years after their final use.
8. Substitution/use of third parties
bk brändli ag is authorised to use third parties to prepare a delivery without the consent of the Customer or to transfer preparation to third parties.
9.1 bk brändli ag warrants defect-free delivery, i.e. it assures that the delivery has the characteristics and meets the quality requirements as expressly stated in the order confirmation and in any annexes mentioned therein as integral components.
9.2 Whether the delivery is suitable for a specific purpose is to be examined and decided by the Customer, unless expressly agreed otherwise. The sole responsibility for the results obtained from the use of the delivery lies with the Customer.
9.3 bk brändli ag has the right to repair or subsequent delivery at its discretion.
9.4 The warranty obligation of bk brändli ag ends 12 months after handover of the delivery. Upon termination of the warranty obligation, any warranty claims due to defects in the delivery expire.
10. Liability of bk brändli ag
10.1 If a delivery is delayed or made impossible due to difficulties in the procurement of materials, problems with a supplier of bk brändli ag or machinery failure, fire, absence of a specialist etc. at bk brändli ag, a subcontractor of bk brändli ag or a third party pursuant to section 8, bk brändli ag shall be liable to the Customer for any resulting damage, in the case that it can be fairly accused of deliberate or grossly negligent conduct.
10.2 bk brändli ag is liable to the Customer up to the value of the delivery in accordance with the order confirmation for all direct damages other than those mentioned in section 10.1 for which bk brändli ag is directly culpable. bk brändli ag is liable for any further direct damages if it can be accused of intentional or grossly negligent conduct.
10.3 As far as legally permissible, bk brändli ag excludes any further liability.
11. Property rights
The manufacture of deliveries made by bk brändli ag according to drawings or models supplied by the customer is subject to the condition and assumption that the customer owns the corresponding rights. If bk brändli ag is nevertheless prosecuted for infringement of third-party property rights, the Customer must indemnify it completely.
12. Severability clause
Should a provision of these General Terms and Conditions of Delivery or an agreement concluded between bk brändli ag and the Customer prove to be wholly or partly ineffective, the Parties shall replace this provision with a new agreement that approximates its legal and commercial success as closely as possible.
13. Place of jurisdiction and applicable law
13.1 The exclusive place of jurisdiction shall be the registered office of bk brändli ag in Unterkulm.
13.2 Swiss law shall apply to the exclusion of the Vienna Convention of 11 April 1980.