general terms and conditions of
e+m elektrifizierung + mechanik ag

1. Exclusive Validity

All orders (all services and deliveries) of e + m elektrifizierung + mechanic ag, Rothenburg (hereinafter "e+m"), are subject to these General Terms and Conditions (hereinafter "GTC") unless otherwise agreed in writing between e+m and the customer. The GTC take precedence over the customer's general terms and conditions.

The contract language is German. The German version of these GTC is authoritative. The other versions are for information purposes only.

Should it transpire that a provision of these GTC is invalid in whole or in part, it shall be replaced by a provision to be agreed between the parties which corresponds legally and economically as far as possible to the invalid provision.

2. Quotation

e+m prepares a quotation on the basis of the customer's enquiry or requirement definitions with the services to be provided or products to be delivered (hereinafter "products").

The quotation contains the scope of services, the prices (excluding VAT, advance recycling fee, customs duties and other additional costs), provisional delivery and payment deadlines and the validity period of the quotation.

Quotations that do not contain a validity period are non-binding.

The offer contains a reference to these GTC.

e+m accepts no liability for printing and spelling errors on quotations and is not bound by them.

The quotations, any drawings and samples as well as the specifications of the written quotations or of the products remain the property of e+m. They may not be disclosed to third parties or used for own purposes. In particular, quotations may not be used to obtain competing quotations, even if the commercial conditions are covered.

3. Offer Acceptance and Terms and Conditions

By accepting the offer in writing, the customer confirms that he has taken note of these GTC and agrees to them. They can also be viewed at any time on the e+m website (currently: epulsm.ch/agb.php). The provisions of the offer take precedence over the terms of these GTC.

4. Order Confirmation

After receipt of the customer's acceptance of the offer, e+m shall send the customer a written order confirmation. The order confirmation contains the scope of services, the prices (excluding VAT and advance recycling fee, customs duties and other additional costs), delivery and payment deadlines.

If there are any discrepancies between the customer's acceptance of the offer and the order confirmation from e+m with which the customer does not agree, the customer must inform e+m immediately in writing. In this case, no contract is concluded and e+m has no fulfilment or financial obligations. If the customer fails to respond in writing to e+m's order confirmation, the order confirmation shall be deemed accepted.

e+m accepts no liability for printing and spelling errors on order confirmations and shall not be bound by them.

5. Conclusion and Cancellation of Contract

A contractual relationship is only concluded when the offer accepted by the customer without reservation has been confirmed in writing by e+m (see section 4).

Persistent events affecting the fulfilment of the contract, for which e+m is not responsible, entitle e+m to withdraw from the contract by written declaration to the customer, without liability for damages. Such events for which e+m is not responsible include, in particular, cases of force majeure, delays in delivery by suppliers of e+m, disturbances of industrial peace, labour shortages due to general changes in the market economy, delivery and transport disruptions, etc..

6. Scope of Services and Fulfilment Dates

6.1 Scope of Services

The scope of services is based on the order confirmation.

A user manual including installation instructions is handed over to the customer with the delivery.

6.2 Fulfilment Dates and Partial Deliveries

The delivery dates and realisation times are based on the order confirmation. However, these are only approximate values. e+m endeavours to meet the deadlines it specifies.

Delayed deliveries give no right to compensation or cancellation of the contract. Nor can a legal warranty be derived from this.

e+m is entitled to make partial deliveries and render partial services.

7. Price & Payment Conditions

7.1 Pries

The prices are stated in the respective order confirmation or in the offer on which the order confirmation is based.

Deliveries below a net value of CHF/EUR 100.00 will be charged with a handling surcharge of CHF/EUR 15.00.

7.2 Terms of Payment

Unless otherwise stated in the order confirmation, the invoiced amount is due for payment net within 30 days of receipt of the products. Bills of exchange or cheques will only be accepted by agreement and free of costs and charges for e+m.

For payments not made in accordance with the contract, default interest of 10% will be charged on the amount due for payment.

The customer's invocation of defects shall not release the customer from the obligation to comply with the payment deadlines. Offsetting against counterclaims is excluded.

In the case of partial deliveries and partial services, e+m is entitled to invoice these separately.

8. Despatch, Transport and Insurance

Unless otherwise agreed, transport is at the expense and risk of the customer. Special requests regarding dispatch and transport must be made known to e+m in good time. Complaints in connection with the dispatch or transport must be addressed by the customer to the last carrier immediately upon receipt of the deliveries. e+m must be informed at the same time. In the absence of an immediate complaint, the transport or dispatch shall be deemed to have taken place without defects.

The customer is responsible for insuring the products against damage of any kind from the time of transfer of risk and benefit.

9. Transfer of Use and Risk

The benefit and risk shall pass to the customer when the products are dispatched. This applies irrespective of whether the delivery or transport is subject to any rules of the Incoterms or by whom the transport of the products was arranged.

10. Inspection and Notification of Defects

The customer must inspect the products immediately upon arrival at the place of destination and notify e+m in writing of any obvious defects within three (3) days of receipt of the products. If no written notice of defects is given within this period, the products shall be deemed approved. Hidden defects must be reported to e+m in writing within three (3) days of their discovery.

11. Returns

The return of faultless products requires the express prior consent of e+m. A request for return can only be made to e+m within ten (10) days of receipt of the products. If e+m agrees to a return, the products will be returned in full at the customer's expense. The corresponding original delivery note must be enclosed. The products must be returned in their original packaging.

The compensation paid by e+m to the customer for returned products up to a net value of CHF/EURO 200.00 is 50%. If the net value of the goods exceeds CHF/EURO 200.00, e+m will reimburse 80% of the net value of the goods. Extraordinary expenses incurred by e+m in connection with the return will be charged additionally to the customer.

Special designs will not be taken back.

12. Warranty and Liability - Obligations of the Customer Principle

12.1 Principle

e+m warrants that the services are rendered in accordance with the order confirmation and that the deliveries are carried out accordingly and that the products are fit for the intended use. Defects must be notified by the customer in writing in accordance with Clause 10. The warranty is limited, at e+m's discretion, to replacement of the defective products or to rectification. Any further warranty is expressly excluded. Liability for indirect and consequential damages (in particular also liability under the Product Liability Act) is also excluded to the extent permitted by law.

The warranty period is 24 months from dispatch of the products by e+m.

12.2 Improper Handling, Installation and Fitting

Warranty is excluded for defects and damage resulting from improper handling, installation or assembly - e.g. not carried out in accordance with the instructions or directions in the user manual - or otherwise careless handling, installation or assembly, incorrect storage or other mishandling of the products by the customer or third parties.

12.3 Deviations from Manufacturer Information

e+m is not liable for deviations of the delivered products between the description listed in the offer conditions or order confirmation and the product specifications published in writing by the manufacturer. The respective manufacturer information can be requested at any time.

12.4 Obligations of the customer

The customer recognises that the products supplied by e+m are intended for further use or installation by the customer at or by his customers. The customer therefore expressly undertakes to inform the purchaser or end user of the risks involved in handling the products and to instruct him accordingly. The customer further undertakes to provide the customer or end user with the relevant user manuals and to obtain a certificate of receipt.

The customer must also comply with all obligations and take measures for the further use of the products arising from the applicable statutory provisions, such as product liability laws. The customer must provide e+m with proof of compliance upon first request.

By accepting the offer, the customer simultaneously confirms that it has secured appropriate insurance cover for its activity in which it sells, transfers or otherwise disposes of the products to third parties.

13. Exclusion in the Event of Late Payment

Warranty claims can only be asserted by the customer if the customer has fulfilled his contractual obligations, in particular the payment obligation.

14. Retention of Title and Assignment

The products remain the property of e+m until the invoice has been paid in full. Entry in the retention of title register remains reserved.

In the event that the customer resells the products to third parties prior to payment, the customer assigns to e+m the claims to which it is entitled against these third parties up to the amount invoiced by e+m to the customer. The customer himself remains obliged to pay e+m to the extent of the unpaid claim. The customer is obliged and e+m is authorised to inform the said third parties that discharging payments can only be made to e+m. In addition, the customer must inform e+m of the names and addresses of these third parties without being requested to do so.

If the products are processed by the customer, they remain the property of e+m. If the processed products are resold, paragraph 2 above shall apply mutatis mutandis.

15. Assignability of Claims

The customer is not authorised to assign any claims arising from the contractual relationship.

16. Applicable Law and Place of Jurisdiction

Swiss law shall apply to this contractual relationship. The exclusive place of jurisdiction for all disputes arising in connection with the order, including these GTC, shall be Rothenburg, subject to deviating mandatory places of jurisdiction under federal law. e+m is at liberty, at its own discretion, to sue the customer at his place of jurisdiction.

These GTC apply from 01.01.2024.