Terms of Conditions

Swiss Engineering Partners AG (SwissEP)

1. Scope and Validity
1.1–These General Terms and Conditions (GTC) govern the legal relationship between the customers (hereinafter referred to as "Customers") and Swiss Engineering Partners AG (hereinafter referred to as "SwissEP"). They apply to all deliveries and services provided by SwissEP to the Customer.

1.2–The GTC are an integral part of all agreements between the Customer and SwissEP. In the event of contradictions between the provisions of these GTC and specific agreements with the Customer, the specific agreements shall prevail.

1.3–Deviations or supplementary conditions of the Customer are only valid if they have been expressly recognized by SwissEP in writing. Conflicting GTC of the Customer shall not apply.

1.4–The GTC are published in their currently valid version on the website (www.swiss-ep.com). For the Customer, the version of the GTC valid at the time the contract is concluded shall apply.

1.5–The invalidity or unenforceability of one or more provisions of these GTC shall not affect the validity of the remaining provisions of the GTC. Invalid or unenforceable provisions shall be replaced by a new regulation that comes as close as possible to the economic and legal intent of the invalid or unenforceable provision.

2. Offer and Conclusion of Contract
2.1–Offers from SwissEP and the associated documents are only decisive for the conclusion of a contract if they are expressly designated as a binding offer. Otherwise, the offers are subject to change without notice. All prices quoted in offers are net prices (excluding VAT) in Swiss Francs (CHF).

2.2–A contract between Swiss Engineering Partners AG and the Customer only comes into effect once both the Customer and Swiss Engineering Partners AG have signed the written offer. The Customer accepts the offer by returning the signed copy of the offer to Swiss Engineering Partners AG by mail, email, or another agreed-upon method. Swiss Engineering Partners AG confirms acceptance and the conclusion of the contract by its counter-signature and the issuance of an order confirmation.

3. Scope of Deliveries and Services
3.1–SwissEP undertakes to carefully fulfill the deliveries and services in accordance with the contractually agreed specifications and requirements.

4. Plans and Technical Documents / Intellectual Property
4.1–Brochures and catalogs are not binding unless otherwise agreed. Data in technical documents are only binding insofar as they are expressly warranted.

4.2–Each party reserves all rights to plans and technical documents handed over to the other party. The receiving party acknowledges these rights and shall not make the documents available to third parties, in whole or in part, without the prior written authorization of the other party, nor use them for purposes other than those for which they were handed over.

4.3–All intellectual property rights to the services provided and products developed remain with SwissEP.

5. Prices and Payment Terms
5.1–All prices in all offers and contracts between the Customer and SwissEP are net prices (excluding VAT) in Swiss Francs, Ex Works (EXW, Incoterms 2000).

5.2–Ancillary costs incurred during delivery (such as freight, insurance, export, transit, import, or other permits) shall be borne by the Customer. Likewise, the Customer shall bear all types of taxes, levies, fees, customs duties, and the like, as well as the associated administrative costs imposed in connection with the contract or its fulfillment.

5.3–Unless otherwise agreed, all invoices are due for payment without deduction within 30 days of the invoice date. SwissEP reserves the right to demand advance payment.

5.4–Any warranty claims and insignificant shortages in delivery do not entitle the Customer to withhold due payments. The Customer is not entitled to offset payment obligations against any counterclaims.

5.5–Upon expiry of the payment deadline, the Customer shall automatically be in default without further notice and shall owe default interest at a rate of 5% p.a. The right to assert further damages caused by delay (including reminder and collection fees) is reserved. Upon the occurrence of default, all granted discounts and special conditions shall lapse.

5.6–If the Customer is in default with a payment obligation, if there are doubts about their solvency or creditworthiness, or if SwissEP's claim for remuneration appears otherwise endangered, SwissEP may, at its discretion: (a) demand security or advance payment and withhold delivery until such security or payment is provided, or (b) withdraw from the contract.

6. Deadlines and Deliveries / Benefit and Risk
6.1–The milestones and dates agreed upon in the contract with the Customer are mere guidelines and—unless otherwise agreed in the contract—are not binding. Delays in delivery entitle the Customer neither to refuse acceptance nor to withdraw from the contract or claim damages.

6.2–For deliveries of goods, benefit and risk shall pass to the Customer at the latest upon the departure of the deliveries from SwissEP. At the Customer's request and expense, the shipment will be insured by SwissEP against theft, breakage, transport, fire, and water damage, as well as other insurable risks.

6.3–Partial deliveries are permitted at any time.

6.4–The shipment of goods by SwissEP to the Customer is at the risk and expense of the Customer. Any damage to the goods must be reported to SwissEP immediately upon receipt.

6.5–In the case of loaned crate packaging, the return of the packaging materials in perfect condition must be made "franco" (carriage paid) within 3 months. Otherwise, the packaging materials will be invoiced.

6.6–If shipment is delayed at the Customer's request or for other reasons for which SwissEP is not responsible, the risk shall pass to the Customer at the time originally scheduled for delivery. From this point on, the deliveries will be stored and insured at the Customer's expense and risk.

6.7–The delivered goods (type and scope) must be inspected upon receipt. Complaints regarding the type and quantity of the delivered goods must be made within 5 days of receipt; otherwise, the delivery shall be deemed approved.

7. Retention of Title
7.1–Until full payment of the purchase price, delivered goods remain the property of SwissEP and may neither be pledged nor transferred to third parties.

7.2–SwissEP may register the corresponding retention of title at any time. The Customer is obliged to provide all consents necessary for the registration of the retention of title.

8. Warranty
8.1–The warranty period is 12 months. It begins upon delivery of the goods. Replacement or repair does not lead to an extension of the original warranty period.

8.2–The warranty expires prematurely if the Customer or third parties carry out modifications or repairs, or if the Customer, should a defect occur, does not immediately take all appropriate measures to mitigate damage and give SwissEP the opportunity to remedy the defect. The warranty also expires in the event of improper storage or use of the delivered goods by the Customer.

8.3–SwissEP undertakes, upon written request by the Customer, to repair or replace at its discretion as quickly as possible all parts of the deliveries that demonstrably become defective or unusable due to poor material, faulty design, or poor workmanship until the expiry of the warranty period. Parts removed during such repair shall belong to SwissEP.

8.4–In the case of defects in installed hardware or software, the warranty conditions of the respective hardware or software manufacturer shall apply and replace SwissEP's warranty. SwissEP assumes no further liability, specifically not for the costs of troubleshooting, error correction, restoration of lost data, or costs of necessary bridging measures, etc.

8.5–The scope of warranty and guarantee services for the delivery of third-party goods is governed exclusively by the guarantee provided by the manufacturer. SwissEP shall, if applicable, assign any guarantee claims it may have to the Customer so that the Customer can assert these claims directly against the manufacturer. Any further liability of SwissEP arising from guarantee or warranty towards the Customer is expressly excluded.

8.6–Warranted characteristics are only those that have been expressly designated as such in the order confirmation or specifications. The warranty is valid at most until the expiry of the warranty period. If an acceptance test has been agreed upon, the warranty is deemed fulfilled if proof of the relevant properties has been provided during the test. If the warranted characteristics are not fulfilled, the Customer initially has a right to rectification by SwissEP. If this rectification fails, the Customer is entitled to a corresponding price reduction.

9. Liability
9.1–SwissEP is liable to the Customer for damages caused intentionally or by gross negligence in accordance with statutory provisions.

9.2–Liability for slight negligence, as well as for auxiliary persons, is limited to a maximum of the amount of the services rendered.

9.3–Liability for indirect damages and consequential damages (e.g., lost profit, business interruption, loss of data, claims by third parties) is excluded to the extent permitted by law.

10. Force Majeure
10.1–Operational disruptions outside the control of SwissEP, in particular non-delivery or delayed delivery by SwissEP's contractual partners, as well as other force majeure events (strikes, accidents, fire, natural disasters, etc.), entitle SwissEP—to the exclusion of damage claims by the Customer—to extend the agreed delivery periods (goods) or performance periods (services) and/or to cancel the agreement.

11. Prohibition of Assignment
11.1–Without the prior written consent of SwissEP, the Customer may not assign any claims arising from the contractual relationship to a third party.

12. Place of Performance
12.1–The place of performance for all services provided by SwissEP is the registered office of SwissEP or—if and insofar as the work must be performed on-site at the Customer's—the Customer's business premises.

13. Applicable Law and Jurisdiction
13.1–All legal relationships between SwissEP and the Customer are subject to substantive Swiss law (excluding the conflict of law rules of Swiss Private International Law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods/CISG).

13.2–The exclusive place of jurisdiction for disputes between the Customer and SwissEP is Zurich, Switzerland. However, SwissEP is also entitled, at its option, to assert its claims at the Customer's place of business.