General Terms and Conditions (hereinafter referred to as "GTC") of Ecolite AG, CHE-365.863.060, with registered office in Bubikon ZH
1. General provisions
1.1 These GTC in the version valid at the time of the conclusion of the contract are an integral part of each offer, each order confirmation and each contract between Ecolite AG and its customers. The GTC shall apply to every delivery and service of Ecolite AG.
1.2 Information in brochures and catalogs of Ecolite AG shall not be binding. Information in technical documents of Ecolite AG shall also only be binding if these have been expressly assured to the customer again in the contract.
1.3 In case of contradictions between these GTC and the contract with the customer, the provisions of the contract with the customer shall prevail. In any case, however, these GTC of Ecolite AG shall prevail over any general terms and conditions of the customer. Other general terms and conditions of the customer shall only be valid if they have been expressly accepted by Ecolite AG in writing.
2. conclusion of contract, verification of order confirmation and written form
2.1 Offers of Ecolite AG shall be deemed non-binding and subject to change. A binding contract or order with the customer shall in any case only be validly concluded when Ecolite AG expressly confirms a customer order or customer order by e-mail or in writing. This applies regardless of whether the customer order or customer order is based on a non-binding offer of Ecolite AG or not. The customer is obligated to check the order confirmation of Ecolite AG again immediately upon receipt and in the event of any oversights to immediately object to Ecolite AG. In the absence of an immediate objection, the order confirmation of Ecolite AG shall be deemed correct and approved by the customer.
2.2 Subsequent changes and additions to the scope of the order shall only become legally effective after written agreement between the parties. Complaints, reminders, notices of defects and similar require the written form to be legally valid.
3. Technical Documentation
3.1 Technical documents and data shall remain the property of Ecolite AG and may not be copied, reproduced or brought to the attention of third parties in whole or in part by the customer. They shall be carefully stored by the customer so that they are not accessible to unauthorized third parties.
3.2 Technical documents and data relating to offers that do not lead to an order, as well as all copies thereof, shall be returned by the customer or interested party at the request of Ecolite AG and deleted in full, with confirmation of the deletion at the request of Ecolite AG.
4. scope of delivery and dimensions
4.1 Ecolite AG delivers proven systems according to the state of the art at the time of conclusion of the contract. The contract between Ecolite AG and the customer shall be binding for the scope of delivery. Additional deliveries as well as additionally provided services, namely order changes, shall be charged additionally by Ecolite AG.
4.2 All information provided by Ecolite AG, in particular in quotations, brochures, drawings, on the homepage, etc., is based on the respective valid specifications and the state of the art at the time of writing. We reserve the right to make changes up to the delivery or execution date, provided that they do not impair the intended functional use.
4.3. The Customer shall be responsible for complying with the agreed building dimensions and plans.
5. dates and deadlines for deliveries
5.1 The customer shall be obliged to accept the ordered deliveries and services on the agreed date. If the customer postpones the date, for example as a result of delays in construction, the customer shall be obliged to notify Ecolite AG immediately. Ecolite AG may, if possible, offer the customer a postponement or other change in the performance modalities, without, however, being obligated to do so, always under full assumption of costs by the customer.
5.2 Delayed deliveries and services by Ecolite AG due to delay of subcontractors or postponements in the construction process as well as due to force majeure of any kind and similar events, in particular also due to epidemics, pandemics and coincidences, shall not result in any claim of the customer for damages, withdrawal or contractual penalty.
5.3 The delivery period shall not commence until the contract has been concluded and, in addition, all payments, securities and other services to be provided by the customer upon conclusion of the contract have been rendered and all material technical points have been settled. A delivery period or a delivery date shall be deemed to have been met by Ecolite AG if the material has either been unloaded or made available for collection within the period or on the day of the agreed date.
5.4 Any delivery period shall be reasonably extended if the customer fails to fulfill its obligations, namely if subsequent changes to the order are made or if Ecolite AG has not received the necessary information from the customer.
5.5. A reasonable extension of the delivery periods without any claim of the customer for damages or withdrawal shall be made in all cases of force majeure, namely in case of epidemics, pandemics, war, mobilization, riots, significant operational disruptions, accidents, labor disputes, natural events, official measures or omissions, rejection of important workpieces, transport damage by third parties or if, despite the application of due care by Ecolite AG, delayed or defective deliveries of the necessary raw materials, semi-finished or finished products are made to Ecolite AG.
6. Special designs and colours
6.1 Products which are not in stock at Ecolite AG or which have been specially manufactured or coated shall under no circumstances be taken back by Ecolite AG for credit. In any case, Ecolite AG shall charge the ordered quantity. However, the material can be returned to Ecolite AG for disposal after prior agreement, whereby the customer shall bear the full costs for the return and correct disposal.
7. Acceptance of goods, inspection and notification of defects, cancellations and return of goods
7.1 The customer is obliged to immediately inspect the deliveries and services received from Ecolite AG. The customer shall report and give notice of any complaint immediately, but no later than within three working days, in writing and well documented to Ecolite AG. Transport damages or losses are to be confirmed in writing by the chauffeur of the carrier or the parcel carrier.
7.2 If an order is cancelled with the consent of Ecolite AG, Ecolite AG shall invoice the customer for the costs incurred up to the time of cancellation.
7.3 Ecolite AG shall only take back standard material in its original packaging after prior consultation. The costs for the return delivery shall be borne by the customer. Ecolite AG shall inspect and store the returned products and, if necessary, repair them. Ecolite AG will issue a credit note for the goods, taking these expenses into account, up to a maximum of 80% of the net invoice amount for the goods. No credit note can be issued for defective or soiled material.
8. Prices, Payment and Reservation of Title
8.1 Unless expressly agreed otherwise, all prices of Ecolite AG are net and in Swiss francs exclusive, i.e. plus statutory value added tax. In addition, all ancillary costs such as packaging, freight (GU tariff or prices parcel service provider), insurance, export, transit, import, customs duties and bank charges shall additionally be borne by the customer.
8.2 For small quantities, Ecolite AG shall charge a small quantity and set-up surcharge of CHF 60 for a goods value of up to CHF 150 or of CHF 30 for a goods value of over CHF 150 and up to CHF 300. This does not apply to small parts ex stock.
8.3 Unless otherwise agreed, all invoices of Ecolite AG shall be paid within 30 calendar days from the invoice date, without any deduction. Ecolite AG reserves the right to demand reasonable deposits or securities upon conclusion of the contract.
8.4 Any set-off is excluded. The customer may not arbitrarily reduce or set aside any payments, in particular not due to complaints, claims or counterclaims of the customer not recognized by Ecolite AG.
8.5 All payment terms for payments to Ecolite AG shall be deemed fixed dates. If the customer does not meet the agreed payment deadline, he shall automatically be in default without any reminder and shall pay interest on arrears of 8%. Ecolite AG may additionally charge an appropriate fee for each reminder, each collection and each enforcement measure. Ecolite AG reserves the right to claim further damages.
8.6 Ecolite AG shall consistently invoice unjustified discount deductions plus a processing fee.
8.7 Subject to mandatory legal provisions, all deliveries and services of Ecolite AG shall remain the property of Ecolite AG until full payment by the customer. The customer shall be obliged to cooperate in all actions to establish or maintain any retention of title. The customer is obliged to store and handle the deliveries and services of Ecolite AG properly and in accordance with the regulations until the transfer of ownership.
9. Warranty and disclaimer of liability
9.1 Ecolite AG shall assume warranty for deliveries and services for a period of 12 months. The warranty period shall commence upon dispatch of the goods. With regard to the customer's immediate obligation to inspect and notify defects, reference is made to section 7.1. above.
9.2 Excluded from the warranty by Ecolite AG are all damages due to natural wear and tear, excessive stress or use not provided for in the contract as well as improper or defective assembly.
9.3 In the event of defects due to faulty material, design or workmanship, Ecolite AG shall be exclusively obligated and entitled, at its own discretion, either to rectify the defect or to supply a replacement free of charge. All other legal remedies shall be excluded in this case.
9.4 As long as the customer is fully or partially in default with a payment or other performance, Ecolite AG shall be fully released from any warranty. However, this shall neither interrupt nor suspend the warranty period.
9.5 Ecolite AG shall only provide a warranty and shall only be liable for properties expressly warranted upon conclusion of the contract. Ecolite AG shall only be liable for claims of the customer due to defective advice and the like or due to breach of secondary obligations in case of unlawful intent or gross negligence.
9.6 Under no circumstances shall Ecolite AG be liable for errors that have occurred due to inadequate information or erroneous release of drawings or samples by the customer or its authorized persons or its representatives.
9.7 Ecolite AG is insured for personal injury and property damage arising from public liability. Upon request, the customer shall be given access to the relevant insurance policy. Any further liability of Ecolite AG is excluded.
10. Place of performance, choice of law and jurisdiction
10.1 The place of performance for deliveries, services and payments shall be the registered office of Ecolite AG.
10.2 The provisions of these GTC shall apply subject to any deviating agreements between Ecolite AG and the customer. In addition, Swiss substantive law shall apply exclusively to the exclusion of the provisions of Swiss private international law.
10.3 The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is expressly excluded.
10.4 The exclusive place of jurisdiction shall be the registered office of Ecolite AG. However, Ecolite AG shall be entitled to bring the customer before the courts at his place of residence or registered office or at any other place of jurisdiction provided for by law.
These GTC are valid as of 01.08.2023 and replace all previous versions as of this date.