General Sales and Delivery Conditions by ROBI-AG (in the following "ROBI-AG")
§ 1 General conditions
These general sales and delivery conditions are an integral part of each purchase contract and/or each order confirmation. The supersede any possible purchase conditions of a buyer.
This policy applies unless otherreements have been expressly issued in writing. Oralreements and supplements remain invalid without prior approval in writing by ROBI AG.
§ 2 Obligations of offers
All offers, especially offers in catalogues, price lists, etc., are made on a non-binding basis.
The contract comes only into force through written confirmation (order confirmation) by ROBI AG and on the basis of an oral or written order. Facsimiles or emails are considered as written order.
In any case, though, the general sales and delivery conditions by ROBI AG are regarded as accepted at performance of the order at the latest.
§ 3 Delivery
Thereement stated in the order confirmation is applicable for the extent and execution of the delivery.
The delivery dates are specified in the order confirmation or a separatereement. Schedules confirmed in writing are, whenever possible, fulfilled. The customer is notified on delivery delays caused by internal or external failures. Delivery delays are not subject to cancellation or claims for compensation. The delayed delivery is not subject to customer's right to contract cancellation.
If the delivery is delayed due to the orderer's mistake, ROBI AG is entitled to invoice the orderer for any costs caused through the storage and, after expiration of any deadline on which the orderer has been notified on, to dispose of the delivery object and to supply the orderer with an extended delivery date.
The right on partial deliveries exists depending on the order extent. Construction and design modifications state the reserved right during deliver time as far as the contract object is not substantially modified in its function and design and the modification is reasonable for the orderer.
§ 4 Prices
All prices are understood - unless otherwisereed on in writing - as net, ex works, excluding packaging, in freely available Swiss Francs, without any deductions.
Not included are VAT and other taxes, fees and charges as well as costs for packaging, transport, customs, insurances, any approval charges, certifications, installation, set-up and approval.
Printed price lists and catalogues may change at any time.
§ 5 Payment conditions
The payment has to be made within 30 days, without any deduction of any discount, in Swiss Francs to the domicile of ROBI AG, unless any special payment conditions have beenreed on in writing. ROBI AG has the right to request a prepayment or down payment at their own discretion. Partial deliveries as well as belated delivered additional equipment shall be separately invoiced and the above mentioned payment conditions shall apply.
The payment deadlines shall be complied with even if transport, delivery, installation, set-up or approval of the goods or services are delayed or impossible for reasons not being ROBI AG's responsibility or if insignificant parts are missing or reworking is needed, which does not affect the delivery's utilization.
If the orderer delays payment or if there are any doubts on the orderer's solvency or his willingness to pay, ROBI AG is entitled on an unlimited basis to waive thereed on payment goals or after approval of an appropriate extension of time to cancel the contract and request compensation for damages due to non-fulfillment.
Does the orderer not comply with the payment terms, he shall be held liable to late interest from the period of time after thereed due time and without reminders. Such late interest is subject to the usual interest rate at the orderer's domicile, but at least 5% p.a. Replacement remains subject to reserved right.
Should full payment not be made despite verbal or written reminders beforehand, the fee charged for a reminder via registered post shall be € 20,00
Payments shall not be reduced or kept back due to claims or not accepted claims. Compensation with other claims than the ones indisputable or juridical determined counterclaims by ROBI AG are subject to explicit approval in writing by ROBI AG.
§ 6 Transfer of profit and risk
Profit and risk are transferred to the orderer at the latest with the order delivery ex works.
If the delivery is delayed due to the orderer's request or other reasons not being ROBI AG's responsibility, the risk shall be transferred to the orderer at the time originally planned for delivery ex works. From that point on, the goods shall be stored and insured at the orderer's own costs and risks.
§ 7 Transport and insurance
ROBI AG shall be notified in due time regarding special requests in regard to dispatch, transport and insurance. Transport costs are at the orderer's own costs and risks.
Claims in connection with the dispatch or transport shall be made immediately to the last carrier at receipt of the delivery or freight documents by the orderer.
The insuranceainst damages of any kind is borne by the orderer.
§ 8 Retention of title
The delivered or stored product remains property of ROBI AG up to complete payment of the purchase price. In case of delayed payment, the retention of title can be entered in the respective register.
§ 9 Check and approval of deliveries and services
The orderer has to check the deliveries and services within 5 days and notify ROBI AG on any possible damages immediately and in writing. If the orderer misses to do so, the deliveries and services are regarded as approved.
For purposes of repair work under warranty, the products and modules have to be sent to ROBI AG freight prepaid Wallbach (Switzerland).
If the orderer requests repair work done on site, the travel expenses and possible overtime work have to be compensated to ROBI AG. Efforts shall be compensated on a prepaid basis.
§ 10 Warranty
ROBI AG is obliged to perform deliveries according to the contract and to fulfill any warranty according to the description below.
The warranty is set to 24 months unless otherwise stated in writing.
Spare parts are also subject to a warranty time of 24 months but without the warranty being extended on the complete purchase object.
In case that the delivered products are subject to claim by the orderer for whatever reason, it is at ROBI AG's own description whether the respective parts shall be exchanged or repair work done. If ROBI AG exchanges the parts claimed, the latter shall become ROBI AG's property.
Further claims and liabilities, especially damage claims and any damages as a consequence therefrom, invoice amounts held back, annulment or reductions are excluded. ROBI AG cannot be held liable for any individual damages or damages as a consequence therefrom, such as e.g. missed profits or claims by third parties as well as incidentals and installation costs.
Damage claims are not subject to any damages caused by inappropriate or unprofessional handling, extensive wear, inappropriate operation and such influences and damages being a consequence of any of above action and which do not state a contract condition. ROBI AG can only be held liable for characteristics being ensured and made in writing.
Goods being received by sub-suppliers are subject to the warranty to the extent of the warranty conditions by the manufacturer.
In case the orderer or a third party has made any modifications to the goods delivered, any warranty shall be waived in regard to claim.
§ 11 Place of fulfillment, applicable law and place of jurisdiction
Place of jurisdiction and fulfillment is the company domicile of ROBI AG in CH-4323 Wallbach.
The legal relationship is subject to Swiss Law. The execution of the regulations of the Vienna UN Convention is excluded.
Any possible deviations are mutually settled whenever possible.
The ineffectiveness of a regulation of these general sales and delivery conditions leaves the effectiveness of the remaining regulations unchanged. The parties are obliged to replace the ineffective regulation by an effective regulation, which economically complies as far as possible with the ineffective regulation.
