These Terms of Delivery apply to all products (including spare parts and options) delivered and work performed by Agromont AG, Hünenberg, Switzerland ("Supplier"). Deviations from these conditions, collateral agreements, assurances and changes require written confirmation by the Supplier. The customer's terms and conditions of business shall only apply if the Supplier agrees to them in writing. If the object of purchase is financed by a bank, the general terms and conditions of the corresponding bank also apply.
2 Conclusion and scope of the contract
Orders become binding for the Supplier on the Supplier's written order confirmation or, in the case of spare parts, on delivery. Technical specifications (dimensions, weights, performance, etc.) and illustrations are to be treated as approximate only and not as binding. Designs are subject to changes.
3 Delivery period/date
The stated delivery periods and dates are not binding and relate to provision at the Hünenberg plant. The delivery periods begin with the order confirmation, provided that the customer has provided all the information necessary for the execution of the order and has duly fulfilled its contractual obligations. Partial deliveries are allowed. Unforeseen events beyond the Supplier's control, such as force majeure, operational disruptions, etc. - at the Supplier's own plant or at subcontractors - extend the delivery period or postpone the delivery date accordingly. Claims for damages due to non-compliance with the delivery period or delivery date are excluded.
All prices are quoted in Swiss francs (CHF) and are ex works Hünenberg, Switzerland, excluding packaging, loading and insurance and plus statutory value added tax (VAT). The prices at the time of order confirmation apply. The right is reserved to increase prices due to significant increases in production costs (material prices, wages, etc.) between order confirmation and delivery.
5 Terms of payment
Payments must be made without charges or any deductions within the agreed payment period. Only payments made directly to the Supplier are valid. The customer is in default when the payment is due, without specific reminder. In the event of default, the customer shall be charged default interest of 5% per annum. We reserve the right to claim further damages. Possible complaints shall not entitle the customer to withhold due payments. Offsetting against counterclaims is excluded. The entire outstanding purchase price shall become due for immediate payment without specific reminder if the customer is in arrears with payments by instalments, if ownership in the purchased item or control of the customer changes or if circumstances become known to the Supplier that call the solvency or creditworthiness of the customer into question. In the event of delayed payment or if the due date for payment is brought forward as described above, the Supplier shall be entitled at any time to take back the purchased items at the customer's expense and to dispose of or hold them in safekeeping in the best way possible on behalf of the customer and at the customer's risk, without the customer being released from fulfilling the contract or being entitled to claim damages for non-performance. Spare parts are usually delivered cash on delivery only. The Supplier is entitled to assign claims against the customer to third parties.
6 Withdrawal from the contract
The Supplier reserves the right to withdraw from the contract in whole or in part if the solvency or creditworthiness of the customer is thrown into doubt or in the event of default in payment of an instalment and to claim damages, as well as in the event of longer periods of force majeure. The customer is not entitled to compensation, even in the case of prepayment. If the Supplier exercises the right of withdrawal after delivery of the purchased item, the customer must return the purchased item in perfect and clean condition upon first request. The customer shall pay the following compensation: reasonable rent for the use and compensation for extraordinary wear and tear of the object of purchase (in particular in the event of insufficient maintenance, improper handling and damage) and for all correspondence, reminders and legal, return and transport costs. Payments made shall be credited, but the customer hereby expressly waives any deposit in court. If the customer withdraws from the contract, for whatever reason, the Supplier shall be entitled either to insist on performance of the contract or to demand a cancellation fee of 10% (standard vehicles and equipment) or 20% (special and custom-made products) of the gross sale price.
7 Reservation of proprietary rights
7.1 The Supplier retains title to all delivered goods, until all claims (including interest and costs), including future and conditional claims, of the Supplier arising from the business relationship with the customer have been settled. This also applies in the current account relationship. The Supplier is entitled to have the reservation of proprietary rights entered in the appropriate register at the customer's expense.
7.2 Until the purchase price has been paid in full, the customer is not permitted to sell, pledge or assign the goods as security. The customer must inform the third party and the debt collection/bankruptcy office immediately of the reservation of proprietary rights and inform the supplier in the event of any attachment of the object of purchase by a third party or in the event of an application for bankruptcy. If the object of purchase is a vehicle to be registered, the customer hereby authorises the competent road traffic office, at the Supplier's request, to enter "No change of owner" in the vehicle registration document.
7.3 If the customer does not insure the object of purchase sufficiently at reinstatement value against loss and damage, the Supplier may take out insurance to the ordinary extent at the customer's expense.
7.4 If the delivered object of purchase becomes a component part, the Supplier acquires co-ownership in the ratio of the purchase price of the object of purchase to the value of the entire object.
7.5 The supplier is entitled to collect the object of purchase under reservation of proprietary rights, in the event of default or deterioration in the creditworthiness of the customer, at any time and at any location, if the customer does not provide suitable additional securities recognised by the supplier. The supplier is entitled to sell the object of purchase and to offset the proceeds against outstanding claims of the supplier against the customer.
8 Transfer of risk & shipment
Place of performance and delivery for the object of purchase is the supplier's factory in Hünenberg, Switzerland. The risk and any costs (including transport and forwarding costs, insurance costs, export duties, etc.), including if transport is carried out or organised by the supplier, shall pass to the customer at this place of performance and delivery. The object of purchase must be checked immediately on delivery to the customer or intermediary with the necessary care and identifiable defects must be noted in detail on the receipt, delivery note or consignment note in order to assert any warranty claims, otherwise any claims are excluded. If an immediate inspection is not possible on delivery, this circumstance must be noted on the receipt, delivery note or consignment note, otherwise all claims are excluded, and notice must be given of any defect found during subsequent inspection in detail in writing within three days of delivery.
The supplier grants a warranty to the following extent:
9.1 The right to warranty on purchased items must be asserted within twelve months of delivery, otherwise all claims are excluded. The supplier does not provide any warranty for used products (second-hand).
9.2 If the customer proves that the delivery was defective, it shall only be entitled to rectification or replacement free of charge - at the supplier's discretion - within a reasonable period of time. The wages and costs for removal and installation shall be borne by the customer. All further claims for cancellation of sale, reduction of the purchase price or replacement are excluded.
9.3 For parts not produced by the supplier itself, the supplier assumes the warranty only to the extent of its warranty claims against the supplier or producer.
9.4 The following is excluded from the warranty: natural wear and tear or damage due to negligence, improper handling or use of additional equipment, working equipment and similar, which were not purchased from the supplier or expressly recommended in writing.
9.5 The warranty shall expire:
a) if the customer does not follow the regulations for handling the object of purchase (operating instructions), does not have the maintenance work prescribed in the issued customer service booklets (compulsory customer services) carried out properly or if the permissible total weight or axle loads are exceeded;
b) if the object of purchase has been modified by the customer or by third parties without the prior consent of the supplier;
c) in the event of resale within the warranty period;
d) if the customer does not fulfil its obligations.
9.6 The Supplier's liability shall be governed exclusively by the agreements made in these General Terms and Conditions of Delivery. The supplier is liable for claims for damages based on the intent or gross negligence of the supplier. Liability of the supplier for minor negligence (Art. 100 para. 1 of the Code of Obligations) and for agents (Art. 101 para. 2 Code of Obligations) is excluded.
9.7 The object of purchase only offers safety that can be expected on the basis of approval regulations, operating instructions, specifications of the supplier regarding the handling of the object of purchase (operating instructions) - in particular with regard to the specified inspections - and other information given.
10 Goods on commission
The customer is liable for the loss and damage of the goods in its custody as well as the consequences of improper storage, unless loss or damage is due to circumstances that could not be averted by the care of a prudent businessman.
11 Place of performance and jurisdiction is Hünenberg (ZG), Switzerland.
These General Terms and Conditions of Delivery are governed exclusively by Swiss law, excluding Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) and private international law.