1. Scope of Application and Validity
1.1 These General Terms and Conditions of Sale and Delivery [GTC] of Ingenieurbureau Dr. Brehm AG shall apply to all future legal relationships (offers, contract negotiations, contracts) between Ingenieurbureau Dr. Brehm AG and its clients. They shall apply to all deliveries and work carried out by Ingenieurbureau Dr. Brehm AG.
1.2 Any additional or differing terms, in particular also General Business or Purchasing Terms of the client, shall be excluded.
1.3 Amendments and supplementary agreements to these GTC shall only be effective if confirmed in writing by management of Ingenieurbureau Dr. Brehm AG.
2. Conclusion of Contract
2.1 Offers submitted by Ingenieurbureau Dr. Brehm AG are not binding; they can be amended or revoked at any time unless the relevant document explicitly states otherwise.
2.2 The quoted prices are net prices, exclusive of freight, packaging, and VAT, ex works (EXW as per Incoterms 2010). Cost proposals and design drafts are non-binding. Drawings shall remain the property of Ingenieurbureau Dr. Brehm AG. Plans may neither be copied nor communicated to third parties or even used for the self-production of the relevant objects. Illustrations, performance specifications, power requirements, dimensions, and weights are as accurate as possible but not binding. We reserve the right to make improvements and dimensional changes.
2.3 Orders shall be confirmed by Ingenieurbureau Dr. Brehm AG in writing by means of a written order confirmation [order confirmation] or by invoice in the case of immediate delivery of small, readily available products. Insofar as offers submitted by Ingenieurbureau Dr. Brehm AG are non-binding, a contract shall only be concluded with the written confirmation of an order by Ingenieurbureau Dr. Brehm AG.
2.4 The client shall check the order confirmation for any discrepancies. Any discrepancies must be reported to Ingenieurbureau Dr. Brehm AG in writing within three (3) working days; failing this, the specified conditions shall become binding and deemed tacitly accepted by the client.
2.5 Explanations and assurances given verbally or over the phone by employees of Ingenieurbureau Dr. Brehm AG shall only be binding if confirmed in writing by the supplier.
3. Terms of Payment
3.1 Unless otherwise agreed, the buyer shall settle any invoice issued by Ingenieurbureau Dr. Brehm AG within 30 days of the date of invoice, without any deductions. If in addition to the delivery of the purchased objects installation by Ingenieurbureau Dr. Brehm AG was also agreed upon (see section 4.2), the Purchaser shall owe the installation costs in addition to the purchasing costs. The Purchaser shall make payment even if warranty claims are asserted or if deliveries or services are delayed for reasons beyond the control of Ingenieurbureau Dr. Brehm AG. The Purchaser shall not have the right to offset the price owed with any counterclaims.
3.2 Upon the expiry of the payment period, the Purchaser shall automatically be in default, i.e. without any special reminder. In the event of a default, the Purchaser shall pay default interest of six percent (6%) from the due date. We reserve the right to claim further damages.
3.3 If the purchase contract is subsequently converted to a leasing contract based on invoicing to the Purchaser, any entitlement to a discount shall be canceled.
4. Scope of Delivery Obligation
4.1 Ingenieurbureau Dr. Brehm AG shall deliver the ordered goods. Construction work, foundations, scaffolding, lifting equipment, sanitary and electrical installations, etc. required for the installation as well as switches and contactors that are not standard parts of the equipment and machines shall not be part of the delivery obligation.
4.2 Ingenieurbureau Dr. Brehm AG shall not be responsible for the assembly and commissioning of the delivered goods at the Purchaser’s location. A special agreement shall be required if the Purchaser wishes for Ingenieurbureau Dr. Brehm AG to carry out assembly and commissioning.
5. Terms of Delivery
5.1 The terms and the scope of delivery shall be governed by the order confirmation.
5.2 Compliance with the agreed delivery date pre-supposes that the Purchaser provides the information, drawings, etc. necessary for the execution of the order in due time and that the agreed payments are made on time. These conditions shall also apply in the event that the Purchaser subsequently makes modifications to the order that may cause a delay in the delivery.
5.3 The deadlines shall be reasonably extended should obstacles arise that are beyond the control of Ingenieurbureau Dr. Brehm AG, such as unforeseeable natural disasters, mobilization, war, turmoil, epidemics, strike, government actions, etc.
5.4 In the event of late delivery, the Purchaser shall not be entitled to claim damages or to rescind the contract.
6. Retention of Title
6.1 The delivered goods shall remain the property of Ingenieurbureau Dr. Brehm AG until the agreed price, including any and all additional costs and interest, is paid. They may not be pledged nor sold until that time nor may they be leased to third parties without the approval of Ingenieurbureau Dr. Brehm AG. Pursuant to art. 715 of the Swiss Civil Code, Ingenieurbureau Dr. Brehm AG is expressly authorized to register retention of title in the relevant registry at the Purchaser’s place of residence. Furthermore, the Purchaser is obliged to immediately inform Ingenieurbureau Dr. Brehm AG of any change in place of residence or place of business or if third parties lay claim to the goods delivered subject to property retention.
7. Purchaser’s Preparatory Acts and Default of Acceptance
7.1 Prior to assembly, the Purchaser shall carry out all necessary preparatory work such as completion of construction work, foundations, supply of electrical connections, provision of lifting equipment, scaffolding and other aids, adequate lighting, etc. at his expense.
7.2 If the Purchaser fails to fulfill these obligations to cooperate or if the place of assembly can only be accessed by special effort, the Purchaser shall be responsible for the resulting additional expenditures, in particular for the costs incurred by Ingenieurbureau Dr. Brehm AG for required preparatory work and technical aids as well as for any possible downtime and delays.
7.3 In the event that Ingenieurbureau Dr. Brehm AG is unable to make an on-time delivery for reasons caused by the Purchaser or a third party (e.g. due to construction delays), we reserve the right to store the goods to be delivered at the risk and expense of the Purchaser. In this case, Ingenieurbureau Dr. Brehm AG shall be entitled to invoice the ordered goods 30 days after the originally agreed-upon delivery date and to charge default interest as mentioned in section 3.2 after the payment due date.
8. Delivery / Transfer of Ownership Rights and Risks / Place of Delivery
8.1 Unless expressly otherwise agreed, the ownership rights and risks shall be transferred to the Purchaser at the time of delivery (ex works, EXW).
8.2 Unless otherwise agreed, the place of business of Ingenieurbureau Dr. Brehm AG in Rotkreuz, Canton of Zug, shall be the place of delivery. If Ingenieurbureau Dr. Brehm AG has also assumed assembly and commissioning (see section 4.2 above), the place of assembly shall only be deemed to be the place of delivery with respect to assembly and commissioning.
8.3 If the goods are delivered to a construction site without the presence of Ingenieurbureau Dr. Brehm AG, the Purchaser shall assume responsibility for determining completeness and possible transportation-related damages. Any transportation-related damages and shortages shall be noted on the delivery slip and confirmed by the carrier and the sender shall be notified.
8.4 When delivering goods manufactured or supplied by third parties, Ingenieurbureau Dr. Brehm AG shall only assume the role of agent and/or procurer on behalf of the Purchaser. Any warranty or other liability by Ingenieurbureau Dr. Brehm AG for goods and services provided by third parties shall be excluded. This shall also apply to liability for the disassembly and reassembly of the goods or damages caused by third parties during disassembly and reassembly.
8.5 Ingenieurbureau Dr. Brehm AG shall not be liable for material damage caused by the delivered item after delivery if the delivered item is already in possession of the Purchaser. Furthermore, Ingenieurbureau Dr. Brehm AG shall not assume any liability for damages to the products manufactured by the Purchaser or to goods containing a product manufactured by the Purchaser.
8.6 The packaging is part of the delivery. Disposal of packaging material on behalf of the Purchaser shall be at the Purchaser’s expense.
9. Warranty
9.1 All devices and systems shall be delivered with a CE Declaration of Conformity or a CE Declaration of Incorporation. If subsequent to delivery technical changes are made (controls, process sequences, safety and protective devices, etc.), Ingenieurbureau Dr. Brehm AG’s responsibility for the CE Declaration of Conformity or for the CE Declaration of Incorporation shall terminate and thus also the warranty in the relevant scope.
9.2 If the delivered item is defective or lacks warranted essential characteristics or if it becomes defective due to manufacturing or material defects within the warranty period, Ingenieurbureau Dr. Brehm AG shall supply, at its discretion and to the exclusion of other warranty claims, a replacement or rectify the defect. Multiple rectifications shall be permissible.
9.3 Ingenieurbureau Dr. Brehm AG shall assume the warranty for the goods it has delivered in accordance with the following provisions, which contain the final warranty regulations and which do not constitute a guarantee in the legal sense. Any manufacturer’s guarantees for commercial merchandise shall remain unaffected by these provisions.
9.4 The prerequisite for granting the warranty shall be for Ingenieurbureau Dr. Brehm AG, a specialist contractor approved by Ingenieurbureau Dr. Brehm AG, or qualified specialists – as long as the latter were contractually agreed upon – to carry out the preparation, installation, and commissioning of the delivered item.
9.5 The warranty period shall be 12 months and shall begin with the date of delivery. This period shall also apply to spare parts exchanged during the warranty period. The warranty period for the original goods shall not be extended as a result.
9.6 If the technical data sheets, documentation, or instructions provided by Ingenieurbureau Dr. Brehm AG are not followed or if changes are made to the product, the warranty shall be void unless the Purchaser can provide evidence that the defect was not caused by these circumstances.
9.7 Technical telephone support, unless it falls under warranty, shall be invoiced separately.
9.8 Defects due to normal wear and tear; alteration of the object by incorporation of external parts; failure to observe operating instructions; failure to comply with maintenance instructions; excessive use of the delivered equipment; repair work by third parties without the consent of Ingenieurbureau Dr. Brehm AG; as well as defects caused by damage, negligent or improper handling, storage or transportation of the delivered item by the Purchaser, shall be excluded from the warranty. We shall not accept any liability for direct or indirect damages.
9.9 The Purchaser shall not be entitled to make any claims against Ingenieurbureau Dr. Brehm AG that can be derived, for example, from accidents in connection with the deployment or operation of delivered items.
9.10 If the delivered item becomes the property of third parties during the warranty period, the warranty shall become void. Further warranty claims shall be excluded, in particular those related to modification or reduction as well as all incidental costs.
9.11 The exchanged components shall become the property of Ingenieurbureau Dr. Brehm AG based on warranty claims provided.
9.12 If the place of performance is in a country other than Switzerland, the Purchaser shall bear the travel and ancillary travel expenses from the Swiss border.
10. Liability
10.1 Any liability by Ingenieurbureau Dr. Brehm AG or its vicarious agents for damages arising in connection with the provision of contractual services as well as with the installation and operation of the delivered items or services rendered, shall be excluded. In particular, liability for indirect or consequential damages such as lost profit; unrealized savings; additional costs to the Purchaser; claims by third parties; damage to the Purchaser’s equipment used by Ingenieurbureau Dr. Brehm AG during assembly or commissioning, shall be excluded.
11. Complaints
11.1 Notifications of defect concerning defects on the delivered goods shall only be considered within the framework of the supply agreements and if they are made in writing within eight (8) days after receipt of the goods and within three (3) days after discovery. Any counterclaims shall not entitle the Purchaser to postpone payments.
12. Place of Jurisdiction and Applicable Law
12.1 Rotkreuz shall be the place of jurisdiction. Ingenieurbureau Dr. Brehm AG is entitled to also take legal proceedings against the Purchaser at the Purchaser’s place of business.
12.2 The legal relationship between Ingenieurbureau Dr. Brehm AG and the Purchaser shall be subject to Swiss law. This shall also apply to these General Terms of Sale and Delivery.
12.3 This issue of the General Terms of Sale and Delivery supersedes all previous issues.
