2017 General Terms and Conditions of Schenker Hydraulik AG
In the case of contradictions between the German and the English version of these General Terms and Conditions, only the German version applies.
1. General Terms and Conditions
These General Terms and Conditions apply to all contractual agreements of Schenker Hydraulik AG, in particular to purchase, works and delivery contracts as well as orders. Upon conclusion of a contract, the contracting party acknowledges them unconditionally and unconditionally. All compulsory legal provisions as well as any contractual deviations in the individual case remain reserved.
Any deviating terms and conditions of the contracting party shall be waived unless they have been accepted in whole or in part in writing.
Contracts may be in writing or orally. The risk of a faulty fulfillment of the contract, which results from the oral validity of the contract, shall be borne by the contracting party.
The performance and scope of delivery of Schenker Hydraulik AG is finally specified in the order confirmation and any supplements to this. Smaller orders (amount Fr.5'000 .-- or less) are always confirmed verbally. In this case, the scope of service and delivery is based on the order reprints delivered by the contract partner or the internally generated order reports.
Schenker Hydraulik AG is authorized to make independent changes to the scope of supply and delivery insofar as this leads to an improvement in the product or performance and does not result in a price increase.
Schenker Hydraulik AG grants unrestricted proprietary rights and copyrights to all drawings, drafts, solution concepts, cost estimates and other documents of this kind, which are drawn up in the context of the contract and the performance of the contract. These documents may only be made accessible to third parties by the contractual partner with the written consent of Schenker Hydraulik AG, or handed over or otherwise brought to the attention of the customer.
Contractual changes of any kind by the contracting party require the written form. Schenker Hydraulik AG is not bound by verbal changes to the contract by the contractual partner. The written form requirement also applies to this clause of the GTC.
Schenker Hydraulik AG undertakes to comply with the contractually agreed delivery and fulfillment deadlines in principle. The delivery resp. The period of fulfillment begins as soon as all due payments or advance payments or any collateral have been made and the technical points for product manufacture or maintenance have been completely cleared.
Schenker Hydraulik AG is then no longer bound by the contractually agreed delivery and fulfillment deadlines,
- if it does not receive information and documents necessary for the performance of the contract in time or if such changes are subsequently made,
- if the contractor makes subsequent changes to the scope of delivery or service, or
- if there are obstacles of any kind that Schenker Hydraulik AG can not avert, despite the due diligence, regardless of whether they arise with it, the contracting party or third parties (significant breakdowns, accidents, natural disasters, labor disputes, delayed or faulty delivery of raw materials, semi-finished or finished products and the like required for production or repair etc.).
In such cases the delivery resp. Performance period appropriate.
Withdrawal of contract by the contractual partner due to delays in delivery and performance of Schenker Hydraulik AG is only possible if it has previously been set in default in writing and a grace period of at least 60 days has been set. If this period of grace can not be met by Schenker Hydraulik AG, the contractual partner is entitled to declare withdrawal from the contract by registered letter.
The contracting party expressly waives the assertion of compensation for delay and compensation claims of all kinds, which are due to a delay in delivery and performance and a possible withdrawal from the contract.
Assured features are only those that are expressly designated as such in the specification of the individual order. In any case, the warranty is valid until the expiration of the warranty period.
The agreed delivery resp. Fulfillment dates oblige Schenker Hydraulik AG, the subject matter of the contract at the agreed time on
To provide the place of final production of the repair or at an agreed other place.
The terms of delivery are based on purchase and delivery contracts, subject to special contractual agreement, according to the Incoterms 2016. Unless otherwise agreed, the collection clause EXW. applies
Insurances of all kinds (transport etc.) as well as the fulfillment of formalities of all kinds (customs etc.) are in any case a matter of the contracting party.
Until full payment of the agreed purchase price, including any default interest and costs, the subject matter of the contract with all components and accessories remains the property of Schenker Hydraulik AG. The contractual partner expressly authorizes Schenker Hydraulik AG to enter the reservation of title in the relevant reservation of title register in accordance with Art. 715 ZGB. During the period of retention of title, the contracting party may neither sell nor pledge or lend the subject matter of the contract. In the event of any seizure, retention, arrest or seizure, etc., of the contractual item, the contractual partner must point out the reservation of proprietary rights of Schenker Hydraulik AG and immediately notify them of such restrictions on disposal. The contracting party undertakes to notify Schenker Hydraulik AG of a change of seat or domicile at least 14 days in advance for the duration of the retention of title.
The contractually agreed compensation (purchase price, order fee, etc.) is based on the conditions valid at the time the contract was concluded. In the event that a change in the conditions of third parties occurs prior to the delivery or transfer of the contractual item (increase of list prices, raw material prices and the like), which also apply to the subject matter of the contract, Schenker Hydraulik AG reserves the right to modify the verein & shy; bear compensation. The contractually agreed compensation is subject to an appropriate amendment. Schenker Hydraulik AG also reserves the right to make price adjustments due to changes of a constructive or other nature, in particular those that are the result of new statutory regulations or regulatory requirements.
Unless expressly agreed otherwise, the agreed compensation shall be net, without discount or other deduction. It shall be settled by the contracting party to the exclusion of any counterclaims as well as any objection of retention or set-off according to the contractual or invoiced payment date. Prepayments and advances are not interest-bearing.
The default of payment of the contracting party occurs at the end of the agreed or on the invoice specified payment period without reminder. In the event of late payment, the contracting party shall pay default interest in the amount of the current account bank rate of the major Swiss banks together with the commission and a respective processing fee of CHF 20 .--. In the event of default of payment or default of the contractual partner in the performance of its contractual obligations or other contractual obligations, Schenker Hydraulik AG shall be entitled to the legal remedies pursuant to Art. 97 et seq. The contracting party has to settle any delay as fault. If the contractual partner is already in default with the fulfillment of his contractual obligations before handing over the subject of the contract, he is obliged by the contract in the case of the resignation of Schenker Hydraulik AG to pay a compensation of 20% of the agreed compensation, without the donors Hydraulik AG has to provide proof of damage (conventional penalty). Schenker Hydraulik AG is entitled to demand a higher compensation from the contracting party if it can prove a higher level of damage. In any case, Schenker Hydraulik AG reserves the right to demand performance of the contract in addition to the compensation payments. In the event of withdrawal from the contract of Schenker Hydraulik AG after delivery of the subject matter of the contract, any right of use and usage of the contracting party immediately expires. In this case, he is obliged to keep the subject of the contract immediately available. All expenses and expenses incurred in connection with the return, including any repair costs for damage and the like, shall be borne by the contracting party. The contracting party has no right of retention.
4. Avoidance of the contract
In case of cancellation or partial cancellation of the contract, regardless of the reasons, the contractual partner shall be fully liable for compensation.
The contracting party shall check the goods or the service rendered for completeness and serviceability immediately after delivery, acceptance or receipt. Defects must be notified in writing within 3 working days of delivery, acceptance or receipt of the goods at the latest. Late complaints will not be notified.
The contractual obligation of the contracting party shall also apply to the scope stated above if the goods are handed over to a third party for processing, transport, storage or the like at the request of the contracting party.
For all goods and services provided by Schenker Hydraulik AG, there is a warranty of 6 months exclusively with regard to material and work from the date of delivery or from the termination of the service provision. After expiry of this period, there is no longer any warranty obligation of Schenker Hydraulik AG. However, it is beyond this time limit to provide voluntary benefits in the form of a grace payment to cover extraordinary claims. For purchases made by Schenker Hydraulik AG, the warranty of the seller is minimal according to the law as far as this was not contractually extended.
Excluded from the warranty are damages due to natural wear, poor maintenance, disregard of operating instructions and operating instructions, disregard of installation instructions, use of unsuitable equipment (oils, etc.), chemical, mechanical or electrolytic influences, consequences of accidents and other reasons Schenker Hydraulik AG is not responsible for this. The warranty obligation expires immediately if the contractual partner or third party processes, modifies, disassembles, repairs or improperly in- or removes goods or components that were produced or processed by Schenker Hydraulik AG without the consent of Schenker Hydraulik AG. It shall expire immediately if the delivered goods or services are still used, even though there is a defect or there is a presumption of the existence of such goods.
Within the scope of the warranty obligation, Schenker Hydraulik AG provides the additional services it deems necessary for its own account. The ordering of the work to fulfill the warranty obligation at the registered office of Schenker Hydraulik AG or at another place designated by it remains reserved. Next, the replacement remains reserved. The contracting party is under no circumstances entitled to the right of change or reduction and the like.
Schenker Hydraulik AG generally does not assume repair costs, installation or disassembly costs, even if it was not commissioned by it, even within the scope of a recognized warranty obligation, as well as no costs for transport, travel and accommodation.
Subject to mandatory statutory provisions, the contracting party is under no circumstances entitled to compensation, in particular for compensation for consequential damage or lost profits in the event of accidents or breakdowns, as well as for the payment of pecuniary loss of any kind. Schenker Hydraulik AG assumes no liability for indirect damage or third party damage of any kind.
Schenker Hydraulik AG excludes any liability arising from the improper use or improper operation of delivered or installed goods, from breach of contract or from other negligent or intentionally unlawful actions of the contracting party (including environmental damage and the like).
Schenker Hydraulik AG is not liable for damages of the contracting party or third parties, which are due to force majeure. Acts of God shall be deemed to be force majeure which, due to an impediment beyond the control of Schenker Hydraulik AG, results in non-fulfillment or partial fulfillment of the contract without Schenker Hydraulik AG being able to reasonably expect the impediment to the conclusion of the contract in To consider or avoid the impediment or its consequences.
Insofar as claims resulting from product liability are brought against Schenker Hydraulik AG, the supplier is obliged - to indemnify Schenker Hydraulik AG completely (direct and indirect damage) insofar as the supplier has caused the liability wholly or partly.
6. Choice of law and jurisdiction
All contractual agreements with Schenker Hydraulik AG, in particular purchase, works and delivery contracts as well as orders, are subject to Swiss law .
The place of jurisdiction for the assessment of all disputes arising from contractual agreements with Schenker Hydraulik AG is Aarau , subject to mandatory statutory provisions. The contracting party waives any alternative place of jurisdiction.
CH-5018 Erlinsbach, 1. Januar .2017
Tel: +41 62 857 35 00