The following General Terms and Conditions of Heating Tech AG (hereinafter "GTC HTAG") shall apply to all offers, services and supply contracts with our clients and customers (hereinafter “Client(s)”) for the entire duration of the business relationship, unless expressly agreed otherwise in writing.
1. Conclusion of contract. All offers made by Heating Tech AG are subject to change. Orders of the Client shall be accepted by written order confirmations and/or the execution of the order.
2. Prices, packaging, shipment. Heating Tech AG reserves the right to increase prices confirmed in writing unilaterally and in accordance with the additional costs, provided these are more than 3% in the areas of raw materials, wages, exchange rates etc. since the contract was concluded. Packaging is included in the price. Shipment shall be carried out by an external carrier at the expense and risk of the Client. The choice of shipping method and route is left to Heating Tech AG. In the event of recognizable damage to the packaging that suggests transport damage, a written reservation must be made on the delivery bill or consignment note. Until inspection by an average adjuster, the goods must remain unchanged at the disposal of Heating Tech AG, which will also decide whether return transportation is necessary. Return shipments must always be made in the original packaging and in accordance with the instructions of Heating Tech AG.
3. Delivery periods and deadlines. Delivery periods and deadlines are non-binding, but will be adhered to by Heating Tech AG wherever possible. If delivery periods or deadlines are expressly guaranteed as binding, they shall be automatically extended by a reasonable period in the event of the occurrence of an event for which Heating Tech AG is not responsible, such as force majeure, strike, fire, late delivery of materials or products by third parties, etc. In the event of non-compliance with an expressly bindingly guaranteed delivery period or deadline, Heating Tech AG shall be granted a grace period of two weeks, in special cases also a longer period. Clause 4 remains reserved. Compensation for damages, in particular also for loss of profit or for the additional costs of a covering purchase, cannot be demanded by the Client under any circumstances. This shall not apply in the case of intent or gross negligence. The date of dispatch by Heating Tech AG ex works shall be deemed the date of fulfillment.
4. Force majeure. Force majeure, in particular also war, terrorism, strikes and lockouts, energy shortages, significant disruption of traffic and operations, pandemics or similar events, insofar as Heating Tech AG is not responsible for them, as well as all phenomena that have a similar effect on business management or order processing, shall release Heating Tech AG from all contractual obligations. It entitles Heating Tech AG to make only a partial delivery or a part of the service and to extend the delivery periods or deadlines for an entire order or parts thereof. A special declaration is required for this. In such cases, the Client is neither entitled to withdraw from the contract nor to claim damages for non-performance or late performance.
5. Terms of payment. The invoices of Heating Tech AG are payable net without deductions in freely available Swiss francs within 30 days of the invoice date. Collection charges shall be borne by the Client. In the event of late payment, Heating Tech AG shall charge interest on arrears at a rate of 5% per annum. We reserve the right to claim compensation for further damages. In the case of larger orders or at the request of Heating Tech AG, an advance payment must be made; corresponding partial payments must be made for work already performed. Interest reimbursement or discount for earlier payments (anticipation) is excluded.
6. Intellectual property. Intellectual property shall always remain the property of Heating Tech AG. This also applies if the Client has paid a share of the costs.
7. Acceptance. The Client must accept the delivery immediately within a reasonable period after notification of completion or notification of dispatch. If shipment is not possible for a longer period of time due to circumstances for which Heating Tech AG is not responsible, Heating Tech AG is entitled to either take the delivery into storage itself at the expense and risk of the Client or to store it with a forwarding agent/warehouse keeper at the expense of the Client. Furthermore, Heating Tech AG is entitled to invoice the goods or the services provided to the Client. The costs of acceptance and inspection shall be borne by the Client.
8. Notification of defects, warranties. The Client must notify Heating Tech AG in writing of any defects within 24 hours of receipt of the goods. If no notice of defects is given within this period, the goods shall be deemed to have been approved. The Client must inspect the delivered goods even if reference samples have been sent. Heating Tech AG warrants that the goods sold comply with the specifications in accordance with the order confirmation. Any further warranty is excluded. The Client is responsible for ensuring that the goods are suitable for a specific further processing and that they can be used in conjunction with other goods (compatibility with filling material, etc.). If a part of the delivery is defective, this shall not lead to a complaint about the entire delivery. Only a reduction in price can be requested, but not rescission or compensation. Heating Tech AG reserves the right to make a replacement delivery. Warranties on the part of the suppliers of Heating Tech AG also apply to the products of Heating Tech AG within the scope of the warranty obligation of the respective suppliers. Otherwise, all warranties on the part of Heating Tech AG - insofar as legally permissible - are excluded. Heating Tech AG is not liable for damage to property or personal injury caused by the delivery item after delivery has been made.
9. Retention of title. Heating Tech AG retains title to the delivery item until all payments have been received. This requires an entry in the retention of title register. If the goods are sold from Switzerland to a country that does not have an entry (e.g. Germany), the retention of title is already established in Switzerland, but only becomes fully effective at the time of crossing the border. The delivery items also remain the property of Heating Tech AG if they are delivered as consignment goods to a consignment warehouse. If the Client processes the delivered goods with other goods before payment of the entire purchase price, Heating Tech AG shall have co-ownership of the new products in proportion to the value of the goods delivered by it. The Client is obliged to insure the goods against fire and other damage as long as they are subject to Heating Tech AG's retention of title, have not yet been paid for or are in a consignment warehouse. Proof of insurance must be provided by the Client at the first request of Heating Tech AG.
10. Termination of the contract. If unforeseen events significantly change the economic significance or the content of the deliveries or services or have a significant impact on the work of Heating Tech AG, as well as in the event of subsequent impossibility of delivery, the contract will be adjusted accordingly. If this is not economically justifiable, Heating Tech AG has the right to terminate the contract or the affected parts of the contract. In the event of termination of the contract, Heating Tech AG is entitled to remuneration for the deliveries and services already provided. Claims for damages by the Client due to such a termination of the contract are excluded.
11. Scope. The GTC HTAG shall apply exclusively. The general terms and conditions of the Client are not valid for Heating Tech AG. However, Heating Tech AG may expressly agree in writing that contrary provisions shall apply. The GTC HTAG also apply if Heating Tech AG carries out the delivery to the Client without reservation in the knowledge of conflicting and deviating terms and conditions of the Client.
12. Written form requirement. Verbal agreements shall only become valid upon written confirmation by Heating Tech AG.
13. Place of performance, place of jurisdiction, applicable law. The exclusive place of performance (special domicile for foreign Clients) and place of jurisdiction is Kilchberg. If the Client is domiciled abroad, it may be pursued at the special domicile (Kilchberg) (Art. 50 para. 2 SchKG). This agreement and other agreements between Heating Tech AG and the Client are subject exclusively to Swiss law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
