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General Terms and Conditions |
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Firestar AG’s General Terms of Sale and Delivery |
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1. |
General information |
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1.1. |
The General Terms of Sale and Delivery are binding if they are declared applicable at the time of concluding the contract. Any terms and conditions of the ordering party are only valid if they were expressly accepted by Firestar AG in writing. |
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1.2. |
All agreements and legally relevant declarations made by the contractual parties shall be made in writing if they are to be valid. |
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1.3. |
Should any of the provisions in these General Terms and Conditions be or become void, this shall not affect the validity of the other provisions. The respective legal provision that comes closest to the purpose and idea of that formulated here shall replace any legally void stipulations contained in these General Terms and Conditions. |
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2. |
Scope of delivery |
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2.1. |
The scope of delivery of the individual products depends on the respective valid offer and the respective valid prices at Firestar AG. |
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3. |
Safety instructions |
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3.1. |
The ordering party shall observe the rules authoritative for handling heating fuels and cleaning agents, especially the industrial safety and accident prevention rules as well as the generally accepted engineering practice. Firestar AG shall keep the respective information material at hand for the ordering party. The ordering party shall confirm by signature on the delivery slip that they have or have received this information material. |
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4. |
Regulations in the country of destination |
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4.1. |
The ordering party shall draw the attention of Firestar AG to any regulations of the authorities, to statutory or other provisions that affect the delivery, operation or health and safety no later than at the time of order placing. |
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5. |
Prices |
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5.1. |
The prices are based on the respective valid price list stating the product prices in CHF and EUR. Firestar AG reserves the right to make changes to printed price lists and catalogues at any time and without notice. |
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5.2. |
Except when otherwise stipulated, the prices quoted by Firestar AG are net prices for delivery ex works (as per valid version of the Incoterms 2000, ICC Publ. No. 560 ED), in CHF or EUR, incl. inner and outer packaging. All other additional costs, such as transport costs, insurance, permits for export, transit, import and the like as well as authentications shall be charged to the ordering party. Moreover, the ordering party shall bear all types of taxes (esp. VAT), dues, fees, customs duties and the like that are imposed in the context of the Contract. |
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6. |
Conditions of payment |
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6.1. |
Payment shall be made to the Firestar AG office net within 30 days of the date stated on the invoice, or by advance payment or an irrevocable letter of credit confirmed by a Swiss bank. Any other conditions of payment require a written agreement between the contractual parties. |
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6.2. |
The terms of payment shall also be observed if transport or delivery of the ordered goods is delayed or impossible due to reasons that are not the responsibility of Firestar AG. |
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6.3. |
In the event of delayed payment, Firestar AG is authorised without restriction of its legal rights to suspend the further fulfilment of the contract and to retain any scheduled deliveries. In addition, Firestar AG is entitled to charge an annual interest rate of 8% on arrears or at least CHF 150,00. The right to assert any subsequent claims is expressly reserved. |
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6.4. |
The ordering party shall not offset the amount due against outstanding amounts charged to Firestar AG. |
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7. |
Place of performance / Passing of benefit and risk |
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7.1. |
The place of performance is the Firestar AG works in CH-8360 Eschlikon (Switzerland). |
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7.2. |
The benefit and risk shall pass to the ordering party at the latest when the goods leave the works. If the ordering party wishes dispatch to be delayed or if it is delayed for any other reasons outside of the responsibility of Firestar AG, the risk passes to the ordering party at the point in time originally designed for delivery ex works. From this time onwards, the goods are stored at the expense and risk of the ordering party. Any other agreements about the passing of benefit and risk requires the written consent of Firestar AG. |
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8. |
Retention of title |
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8.1. |
Firestar AG shall retain ownership over the goods supplied until full payment has been made in accordance with the contractual conditions. The ordering party is obliged to take any measures required to protect the property of Firestar AG. |
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8.2. |
Firestar AG is entitled to have the retention of title included in the respective register with the cooperation and at the expense of the ordering party. |
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8.3. |
The retention of title does not affect the provisions about the passing of risk as stated in the previous subsection 7.2. |
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9. |
Delivery |
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9.1. |
The terms of delivery are agreed individually. |
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9.2. |
Delivery times shall be extended appropriately: |
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if specifications required for completion of the order were modified at a later stage. |
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if terms of payment are not observed, if letters of credits are issued too late or if any required import licenses do not reach Firestar AG in due time. |
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if obstacles occur which Firestar AG cannot prevent despite exercising due care, irrespective of whether these arise on the part of Firestar AG, that of the ordering party or a third party. Such obstacles are events of force majeure, e.g. significant business disruptions, accidents, industrial conflicts, epidemics, riots, mobilisation, war, or delayed or faulty delivery of the required raw materials, semi-finished goods, measures taken or omitted by government agencies and acts of God. |
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9.3. |
Delays in delivery which Firestar AG is not responsible for entitle the ordering party neither to claim for damages nor to withdraw from or cancel the contract. |
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9.4. |
Firestar AG reserves the right to make partial deliveries. This shall not entitle the customer to withdraw from or cancel the contract. |
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10. |
Checking and accepting the goods delivered |
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10.1. |
The goods supplied shall be checked by the ordering party immediately upon receipt. Firestar AG shall immediately be notified in writing of any defects found, or at the latest within 3 working days of receiving the goods. Firestar AG shall immediately be notified in writing of any defects detected later despite careful inspection, or at the latest 3 working days after their detection. If the ordering party fails to send a proper notification of defects, the goods shall be considered approved. |
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10.2. |
Returns need to be approved by Firestar AG. They must be announced beforehand, quoting the invoice number. Any restocking costs incurred by Firestar AG shall be charged to the ordering party. |
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11. |
Warranty and liability |
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11.1. |
For lack of any other agreement, the warranty term shall be one year. The term begins at the time when the goods leave the works. Firestar AG decides from case to case whether defective products should be replaced or the amount credited to the customer's account. |
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11.2. |
Warranted properties are exclusively those that are expressly defined as such in the order confirmation or in the specifications. The warranty shall be valid at the most until the warranty term has expired. |
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11.3. |
The warranty lapses prematurely if the ordering party or third parties tamper with the goods or if the ordering party does not immediately take measures to minimise damage in the event of a defect and give Firestar AG the opportunity to rectify the defect. |
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11.4. |
Defects that are not demonstrably the result of inferior material, faulty design, bad workmanship or other reasons not within the responsibility of Firestar AG are excluded from this warranty and liability. |
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11.5. |
Firestar AG is only liable for claims made by the ordering party for poor consultation and the like and for breaching any ancillary obligations in the event of unlawful purposes or gross negligence. |
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11.6. |
All cases of contract violation and their legal consequences as well as all claims of the ordering party, irrespective of the reasons, are regulated conclusively in these Terms and Conditions. In particular, any not expressly mentioned claims for damages, abatement, cancellation of the contract or rescission of the contract are excluded. In no case shall the ordering party be entitled to claim for damages if the damage did not arise from the delivered goods themselves, such as production downtimes, loss of effectivity, loss of orders, lost profit or other direct or indirect damage. This exemption from liability applies in particular to slight negligence on the part of Firestar AG. |
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11.7. |
Excluded are mandatory provisions relating to product liability law. |
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12. |
Applicable law |
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12.1. |
The present Contract is subject to Swiss law excluding the UN Convention on Contracts for the International Sale of Goods (CISG). |
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13. |
Valid version for questions of interpretation |
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13.1. |
The General Terms and Conditions of Sale and Delivery are available in German, French, English, Spanish, Portuguese and Dutch. In the event of interpretation problems, the German version shall be authoritative. |
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14. |
Place of jurisdiction |
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14.1. |
The place of jurisdiction for all disputes between Firestar AG and ordering parties shall be CH-8360 Eschlikon (Switzerland). Firestar AG also has the right to sue the ordering party at the competent court of its head office or at any other competent court. |
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Issue: January 2009 |
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