General business terms

1. General
The conditions below apply exclusively to orders; they therefore still count as agreed if the purchaser issues an order with reference to his own terms of business. Opposing purchaser conditions that we have not explicitly agreed to in writing are non-binding, even if we do not explicitly reject the terms. Our general terms of business can only be amended with our written agreement. Orders only count as accepted once they have been confirmed by us in writing. Our written order confirmation is also solely decisive for the scope of the delivery. Subsequent supplements or amendments to the order or additional verbal side arrangements also require written confirmation to take effect. The purchaser's rights are nontransferable with out our agreement. All claims regarding replacement of damages by the purchaser are, if legally permitted, excluded.

2. Delivery
Agreed delivery dates only apply subject to punctual deliveries from sub-suppliers. If the delivery date is delayed by more than four weeks after the agreed calendar date, the purchaser can withdraw from the contract in writing after the expiry of a follow-up deadline of two weeks to no avail. If the delay is due to circumstances over which we do not have any control (such as general difficulties in the procurement of all materials, operational disturbances in our factory or with our sub-suppliers, transport difficulties and other coincidences), the purchaser or our company can withdraw from a contract if the delivery date has already been exceeded by two months. The intention to withdraw from the contract must be declared in writing at least three weeks beforehand. We are entitled to provide early and partial deliveries.
The mode of shipment and shipment route will be selected by us; we will try to take the purchaser's requests into account wherever possible. We can arrange transport insurance, charged to the purchaser, upon request. If shipment is postponed at the request of the purchaser, the goods are stored at the risk and cost of the purchaser from the day of notification when the goods are ready for dispatch.
If the purchaser delays release of the goods after notification that they are ready for dispatch or if he is in arrears with payment obligation for longer than 10 days and he is responsible for these  circumstances, we are entitled to withdraw from the contract or demand replacement of damages due to non-fulfilment after setting a subsequent notice period of 10 days.
In these cases, as well as in the case of withdrawal by the purchaser from the contract or any other cases of incomplete fulfilment of the contract by the purchaser, we reserve the right to enforce a flat rate compensation fee of 10% of the net sales price, whereby we reserve the right to enforce higher damages than actually incurred. We are not required to provide proof of the actual damage incurred. However, the purchaser is entitled to provide proof that no damages have been incurred or that they are significantly lower than the flat rate compensation fee of 10% of the sales price.

3. Prices
Our prices are to be understood, if no other arrangements are made, as ex-works or from the shipment stores, excluding packaging and other additional costs such as customs duties; the legal Swiss VAT valid on the date of delivery will be charged and shown as a separate item on the invoice.
Additional costs incurred due to special shipping instructions from the purchaser (e.g. express freight) are always covered by the purchaser. The prices are based on the valid costing factors on the order confirmation date. If these costs increase in the time between the order confirmation and delivery due to cost increases outside of our company, such as material price increases and personnel cost increases, we are entitled to undertake a corresponding alignment of the sales price, unless we have explicitly agreed to fixed prices.

4. Payment and granting credit
Payment must, as long as no other agreements are specified, be made on the payment date stated in the invoice or upon expiry of the payment term stated in the quotation or order confirmation or, if this information is not provided, within 30 days after the due date and receipt of an invoice or an equivalent payment statement without any discount. All payments made will be charged against the oldest  outstanding claims.The same applies to partial deliveries that are invoiced separately.
Bills of exchange will only be accepted after previous agreement. Discounts and all other fees are covered by the purchaser. Bills of exchange and checks are only accepted for payment with the usual reservation; payment is fulfilled upon redemption.
If the purchaser defaults on payment, arrears interest (at 5% above the base interest rate or 8% above the base interest rate for a contract with a company) must be paid, subject to the reservation of enforcement of higher damages. Furthermore, we are entitled to demand immediate payment of all outstanding payment claims, even if they are due for payment, without any deductions. We can also refuse the full or partial fulfilment of non-implemented contracts or request a deposit payment or the provision of sufficient securities. If the deposit payment is not made within two weeks, we can also withdraw from the contract fully or partially after setting a subsequent notice period. The same applies if we become aware of circumstances with respect to the assets situation or credit situation of the purchaser that give reason for concern about fulfilment of the commitments, whether these circumstances already existed at the time of concluding the contract and we were not aware of them or if they occured later.

5. Reservation of title
The supplied goods remain our property until full payment of all claims from the business relationship including additional claims and any claims regarding replacement of damages.
Developing or processing the supplied goods under the reservation of title count as having taken place on our behalf, without binding commitments resulting for us. The goods therefore remain our property in any development or processing condition. If our goods under reservation of title are connected with objects that are not our property, we gain joint ownership of the new object, if the objects are also subject to reservation of title with a processing clause, in accordance with article 726, 727 ZGB, or sole ownership in other cases.
The goods subject to reservation of title may only be sold by the purchaser within the scope of normal business transactions. A pledge or security agreement is not authorised. If the purchaser sells the supplied goods under the reservation of title (in whichever status), he now surrenders all claims and ancillary rights resulting from the sale (if we have joint ownership) up until full settlement of all claims from the business relationship at the ratio corresponding with our proportion of joint ownership. Upon our request, the purchaser is obliged to notify his buyers about the surrender and, if necessary, we are also authorised to personally notify the purchaser's buyers about the surrender. In all cases, the purchaser is required upon our request to provide all necessary information and documents for enforcement of our rights against his buyers. The purchaser is not entitled to surrender these surrendered claims in any other way, including for security purposes, due to this extended reservation of title.
If the value of the securities we are entitled to exceeds the claims against the purchaser by more than 20%, we must release the corresponding scope of security of our own choice upon request of the purchaser.
The purchaser is liable for all damages incurred due to return of the supply object in an improper condition.
Seizure of the goods supplied by us is not to be viewed as withdrawal from the purchase contract.
6. Warranty
The legal regulations apply with respect to warranty. We accept liability for expendable parts and consumables for the functionality upon delivery, correct installation, correct induction and the normal service life of the product. We do not accept liability for the normal wear and tear during use or damages caused by incorrect use of the product.
The purchaser must examine the goods immediately upon arrival at the destination. Obvious defects must be notified in writing within 10 days after receipt of the delivery and hidden defects within 7 days of discovery (with the exception of transport damages which must be immediately reported to the transport company). In the case of an authorised and punctual damages complaint, our liability is generally restricted to our choice between free improvement or replacement delivery. If our improvement or replacement delivery is not successful, the purchaser can also request reduction of the purchase price instead of a new improvement or replacement delivery. If the contract is not based on a building service, the customer can also request for the contract to be made void. Further claims by the purchaser, particularly for replacement of damages, are excluded, including any consequential defect damages. This does not apply to the legal claims for replacement of damages due to the lack of explicitly promised properties.
Advice, analysis and information is provided according to the best of our knowledge and ability, however (if legally permitted) under the exclusion of all liability. This also applies to advice provided to other companies and the case that they provide us with drawings. Other terms are only valid if we make a corresponding agreement with the purchaser. We are entitled to enforce a separate payment for services not contained in the quotation.

7. Proprietorship and copyrights for drawings etc.

The client may only use quotation documents given to him to check the quotation and must return them immediately if a contract is not arranged. All of our quotation documents, including drawings, plans, descriptions and drafts are copyright protected and remain our intellectual property, including after the end of the contractual relationship. All of the photos shown on our website are copyright protected. The stated documents may not be reproduced without our previous agreement or made accessible to third parties or used for any other purpose than the purpose agreed. Violations are subject to replacement of damages and can have legal consequences. If our documents are passed on by the customer to a third party and are fully or partially used for implementation of an order, we are entitled to request payment of 50%, irrespective of the possibility to enforce actual high damages incurred, of the amount that would have been paid for implementation of the order.
If a customer explicitly commissions us to produce drafts before issue of an order, these must be paid separately if an order is not placed.

8. Place of execution and court of jurisdiction
The place of execution for delivery is the location of the supply facility or the dispatch stores and for all other contractual obligations, including payment, Pratteln, Canton BL.
The court of jurisdiction is exclusively in Pratteln, Canton BL (Liestal district, district and cantonal court in Liestal) for any disputes resulting from this contractual relationship.
The contract relationship is subject to Swiss law, including if we undertake proceedings in an international court or if an arbitrary agreement is made.

Additional clauses for performing construction and assembly work

1. At the beginning of assembly work, all building work must be at such a stage that assembly can be carried out without any hindrances.
2. A lockable recreation room for fitters, a storage area for materials and any scaffolding and lifting equipment, aids for transporting heavy objects, lighting, water and heating must be provided free of charge by the ordering party, unless other arrangements have been made.
3. After completion, the work must be approved by the ordering party; it must be approved in sections for larger amounts of work. Initialisation of the completed system by the ordering party also counts as approval.
4. If invoicing according to site measurement is agreed upon, the site measurements are taken and invoices issued according to section 5 of the ATV – DIN 18421, or according to the AGI worksheet Q 01 as an alternative.
5. For new facilities and construction work, we provide a warranty for the quality of the materials and components and for correct and professional performance of the work. The ordering party must notify us of any defects in writing.
In the case of a justified complaint, the ordering party is entitled to the legal warranty rights.
The legal periods also apply to expiry, as long as no other arrangements have been made. The period begins upon approval of our work by the ordering party. After expiry of this period, enforcement of warranty claims is excluded. If a defect is caused by a specific instruction from the client, supplied or specified materials by the client or can be traced back to preparation work by another company, we are released from this defects warranty. The warranty is also void if changes are made to the system with out our agreement or the system is damaged due to circumstances that are not our responsibility.
Further claims by the ordering party, especially with respect to claims for replacement of damages if the damage is not created by the actual supply item are, if legally permitted, excluded. Point 1 of our general terms of business apply accordingly in other cases for exclusion of claims to replacement of damages of all types.
6. The materials and components delivered to the building site remain our unrestricted property up until processing. The risk of damage and loss of these deliveries is covered by the ordering party. If objects we supply do not become fundamental elements of the produced system or constructional facilities due to our construction or assembly work, we reserve the right to proprietorship in accordance with point 5 of our general terms of business.
7. We are entitled to subject the beginning of work to payment of a corresponding deposit in line with the value of the supplied materials and components and to request corresponding partial payments  as work progresses.
8. In all other cases, our general terms of business apply correspondingly.
KRAMER Schweiz AG . Zurlindenstrasse 21 . TVA : CHE-292.555.488 . Jurisdiction: Matthias Weckesser, Franz Willi

Zurlindenstrasse 21
CH-4133 / Pratteln
Telephone +41 61811 5555
Fax +41 61811 5554
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