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General Terms and Conditions (AGB)


1. general

The General Terms and Conditions of NBS AG Nickel Betriebsanlagen + Systeme shall be deemed an integral part of the contract. Reference to these terms and conditions, in the respective valid version, in offers, order confirmations, technical interpretations etc. for the relevant contract and all subsequent contracts of the same contracting party shall suffice for their adoption as an integral part of the contract. Insofar as the contract (including these General Terms and Conditions) does not contain any conditions, Swiss law shall apply, but excluding the so-called "Vienna Sales Convention" (United Nations of April 11, 1980). Should the application of any of these terms and conditions be declared null and void by a competent jurisdiction, the remaining terms and conditions and the contract shall remain in force mutatis mutandis. Deviating or additional terms and conditions shall only be recognized if they have been expressly agreed in writing. Even if we have not expressly objected to them, the customer's terms and conditions shall only apply insofar as they are consistent with our terms and conditions. The customer acknowledges these GTC at the same time as placing the order.

2. prizes

Our offers and price lists are subject to change. All prices are based on CHF and are net prices plus VAT at the applicable rate. They are always quoted ex works. The price does not include packaging, transportation, insurance, customs, export costs, unloading, assembly, commissioning and return of packaging material. These services must be invoiced separately as contractually agreed. Quotations in currencies other than CHF are subject to the daily exchange rate and are therefore variable. Our prices only cover the items and agreements listed in the order confirmation. Additional services will be invoiced separately.

3. value added tax (VAT)

VAT is not included in our prices. It is payable in addition, unless VAT is not payable by law. The respective statutory VAT rates apply. Changes to VAT rates are not communicated.

4th offer

The offers, technical documents as well as plans, data carriers, methods, systems, manufacturing processes, formulas, etc. are subject to a duty of confidentiality. The recipient (purchaser) is liable in this confidentiality obligation for his employees, subcontractors, persons and companies with whom he is in contact or for whom an interest in corresponding information for the supplier can be proven. Such information and documents may only be passed on with the written consent of the Supplier. The information and documents shall remain the property and intellectual property of the Supplier.

5. delivery times and dates

The order confirmation shall be decisive for the scope of delivery. Services that are not listed in the order confirmation (e.g. transportation, engineering, assembly, expert opinions, commissioning, acceptance, troubleshooting, maintenance, etc.) may be invoiced additionally by the supplier. The supplier's standard rate applicable at the time of fulfillment of the contract shall be decisive in this respect. The delivery periods shall in no way commence before all details of the order have been clarified. All delivery periods and deadlines are subject to unforeseeable production disruptions. The reservation of deadlines applies equally to production and operational disruptions at the supplier's plant. Cancellation of orders or any claims in the event of delays or non-deliveries are excluded. The delivery period may be reasonably extended by subsequent changes with or without cost consequences. Events of force majeure in our own and other companies, such as traffic disruptions, shortages of goods and energy, operational disruptions of any kind, as well as labor disputes and official orders, entitle us to extend the delivery period or to cancel our delivery obligation in whole or in part by withdrawing from the contract, to the exclusion of any claims for damages. We are entitled to make partial deliveries and to issue a separate invoice for these.

6 Shipping, packaging and transfer of risk

In any case, the risk shall pass to the customer at the point in time at which the delivery item leaves our delivery plant or distribution warehouse - even in the case of carriage paid deliveries and deliveries free domicile. We shall determine the type and route of shipment and packaging. The insurance of the transportation is the responsibility of the carrier and therefore falls under the responsibility of the party who has the transportation in the contract. The customer must notify us in good time of any requests regarding packaging, shipment and means of transportation, otherwise no complaints can be substantiated. The Supplier shall not be liable for any damage or consequential damage resulting from delays in delivery for whatever reason. Claims for damage, loss, etc. must be made by the customer immediately upon receipt of the delivery or the freight documents to the last carrier or directly to the transport company within the prescribed period. In the event of failure to do so, the customer shall be responsible for all consequences arising therefrom.

7. complaints

The customer shall immediately subject all incoming goods to an incoming goods inspection. Any detectable defects must be reported to the supplier in writing without delay, at the latest within five working days of receipt of the goods. Subsequent complaints will only be accepted if the defects were not recognizable after expiry of the complaint period despite proper inspection. Otherwise the goods shall be deemed to have been approved.

8. warranty

The warranty period begins on the day the goods are ready for dispatch from our premises.

In order to avoid possible damage of any kind, the customer is obliged to inform us of all requirements relating to the end customer's product safety requirements. We are not obliged to check the requirements communicated to us. Incorrect or incomplete information excludes any liability on our part. Our product is based on the requirements communicated to us. Any further claims for damages, in particular consequential damages, are excluded in any case.

Recommendations in connection with further processing or the use or application of the goods, technical advice and other information on suitability and use, weights, dimensions, shapes, performance and appearance are non-binding. Claims for damages due to non-fulfillment or delayed fulfillment are excluded.

Excluded from the warranty are wearing parts and operating materials as well as any damage caused by force majeure, improper storage or use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, alteration or tampering, faulty or negligent handling, in particular excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, chemical or electrical influences, unless these are attributable to a fault on the part of NBS AG Nickel Betriebsanlagen + Systeme.

If the customer has any defects repaired by himself or by third parties without the written consent of NBS AG Nickel Betriebsanlagen + Systeme, this shall be done at the expense of the customer. At the same time, the supplier's warranty for future damage shall lapse.

Cancellation of the order is excluded.

Reworking or subsequent deliveries that are postponed at the customer's request within the scope of the warranty obligation have no influence on the duration of the warranty obligation or on the agreed payment terms.

Any warranty claims must be made in writing as soon as the defect becomes known.

The liabilities of our suppliers shall apply to the delivery of third-party products.

9. operating instructions

The operator and user of a system is obliged to read and follow the supplied operating instructions and in particular the chapters on safety instructions and the maintenance plan. As the manufacturer, NBS AG Nickel Betriebsanlagen + Systeme accepts no liability for damage to the system caused by non-compliance with the operating instructions. Changes to the operating instructions made by the customer or third parties are prohibited. Any reproduction requires the written consent of NBS AG Nickel Betriebsanlagen + Systeme.

10. terms of payment

Our invoices are payable net, within the agreed period, without any deduction, offsetting against counterclaims of the customer is excluded. The customer shall be in default of payment after expiry of the payment period without a reminder. We shall be entitled to all legal remedies derived from the right of default.

11. reservation of title

Delivered goods remain the property of NBS AG Nickel Betriebsanlagen + Systeme until full payment of the agreed price, including any interest on arrears, reminder and collection charges already accrued.

All software, plans, drawings and circuit diagrams are the property of NBS AG Nickel Betriebsanlagen + Systeme and it is expressly forbidden to operate them on other systems or to pass them on or resell them to third parties. In the event of unlawful use, NBS AG Nickel Betriebsanlagen + Systeme reserves the right to take legal action.

12. export control

The buyer undertakes to be aware of and fully comply with all national and international laws, regulations, sanctions and embargoes relating to export and re-export, as amended from time to time, including but not limited to restrictions in connection with domestic transactions, brokerage services and other prohibitions on circumvention, which directly or indirectly affect its activities (including the resale of our products), as well as the decisions within NBS AG Nickel Betriebsanlagen + Systeme - if and to the extent they have been made known to the buyer - regarding the delivery of products or services to specified countries, to specified end customers or for specified end uses.

13 Applicable law / place of jurisdiction / place of performance

The contractual relationship shall be governed exclusively by Swiss law, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction shall be Lucerne, whereby the Commercial Court of the Canton of Lucerne shall have subject-matter jurisdiction, provided that the relevant requirements are met. Kriens is agreed as the place of performance for all claims.

© NBS AG, April 2024