1.1 Any BRUSA deliveries and services shall be exclusively governed by the terms and conditions below.
1.2 Any conflicting, deviating or oral agreements shall require the written confirmation of BRUSA to become effective.
1.3 The Customer shall confirm that any products delivered, development services rendered and knowledge acquired by BRUSA shall not be used for military purposes.
1.4 The respective most current version of the General Terms and Conditions of Business and Delivery published on the BRUSA website www.brusa.biz shall be valid.
1.5 Any return of goods shall only be permitted after prior coordination and confirmation on the part of BRUSA.
2.1 Any offers and quotes shall be non-binding.
2.2 Any purchase prices shall be net prices. The corresponding VAT shall be stated separately. VAT calculation shall be omitted only in those cases where the conditions for any tax exemption of export deliveries have been met.
2.3 BRUSA reserves the right to increase the purchase price upon notice to the contracting partner prior to the date of delivery if any changes in foreign exchange rates beyond the control of BRUSA or any unexpectedly increased raw material costs oblige BRUSA to do so.
2.4 The minimum order value shall be CHF 500.00; otherwise, a minimum quantity surcharge of CHF
100.00 shall become due.
2.5 Any order shall be accepted as binding upon transmission of a commercial letter of confirmation.
3.1 Under certain circumstances, BRUSA will have to rely on the timely transmission of necessary documentation, drawings, provisions, etc. by the Customer. If these conditions have not been met, BRUSA reserves the right to change the delivery date accordingly.
3.2 In the event of force majeure and any disturbances not attributable to BRUSA, such as import and export restrictions, etc., the agreed delivery dates shall be extended accordingly after consultation with the Customer.
3.3 In case of call-offs, the Customer shall be obliged to call off the goods within the agreed time limit. If no call- offs have been agreed upon in writing between the parties, BRUSA reserves the right, after expiry of a time limit of six (6) months, to require immediate call-off of the whole order.
3.4 In case of any postponement of the shipping date by the Customer by more than four (4) weeks after notification of the readiness for dispatch, BRUSA reserves the right, upon reaching the confirmed delivery date, to charge storage costs in the amount of 5% p.a. of the material value.
3.5 Unless otherwise agreed, the offer prices shall be FCA Sennwald in accordance with the respective applicable Incoterms.
4.1 Any defects shall be notified in writing by the Customer immediately after receipt of the goods; hidden defects shall be notified immediately after their detection. The respective date of receipt of the notification by BRUSA shall be decisive.
4.2 In case of any notification of defects not made in due time, the claims for defects shall lapse.
4.3 The Customer must not decline acceptance of any deliveries on the basis of any insignificant defects.
4.4 The limitation period for material defects shall start upon the passing of risk of the goods and shall end at the expiry of a warranty period of 12 months.
4.5 Where defects are notified on time, the statutory provisions shall apply. BRUSA shall be obliged to remedy the defect or to deliver goods which are free from defects.
4.6 Any claims for defects shall not exist in case of any insignificant deviation from the agreed quality of the goods.
4.7 Any replaced goods shall pass into the ownership of BRUSA.
4.8 Claims for defects in case of ordinary wear and tear, defects caused as a result of improper storage, stress or use following the passing of risk an in the event of non-reproducible software errors shall be excluded.
4.9 Any replacement deliveries and returns of repaired goods shall take place at the Customer’s expense, unless they are based on warranty. BRUSA shall submit a corresponding offer in advance.
4.10 If any defect is notified erroneously, BRUSA shall be entitled to cause the Customer to reimburse any expenses incurred.
4.11 Exempt from liability shall be any defects implemented on the basis of any construction specifications of the Customer. Any changes of and/or modifications to the goods by third parties without any written approval by BRUSA shall likewise result in the warranty becoming void.
5 Property Rights and Copyrights
5.1 BRUSA shall not be liable for any claims resulting from the infringement of any property rights, unless at least one property right has been published either by the European Patent Office or in one of the states of Germany or Switzerland.
5.2 The Customer shall inform BRUSA without undue delay of any property right infringements that become known.
5.3 Any claims of the Customer shall be excluded if the property right infringement is attributable to the Customer or if the Customer does not support BRUSA to a reasonable extent in the defence against any third- party claims.
5.4 To the extent that BRUSA manufactures any products in accordance with the Customer’s specifications or instructions, the Customer shall be liable if any third-party property rights are infringed.
6 Claims for Compensation for Damages
6.1 BRUSA shall only be liable within the framework of the statutory provisions.
6.2 BRUSA shall guarantee flawless standard products in compliance with the product specifications published. The warranty shall exclusively be limited to errors occurring at the time of delivery or final inspection of the parts at the Customer’s (so-called "zero-km-error" / "zero-hour-error"). BRUSA may not assume any further warranty.
6.3 If the products have been explicitly labelled as functional models, pilot samples or prototypes, BRUSA shall not assume any liability for any damage resulting from any improper use
7 Retention of Title
7.1 BRUSA retains title to any goods delivered until all claims have been fully settled.
7.2 In case of default in payment or any other culpable violation of any major contractual obligations of the Customer, BRUSA shall be entitled to demand surrender of the objects subject to retention of title.
7.3 The application for initiation of insolvency proceedings at the Customer’s shall entitle BRUSA to withdraw from the agreement and to demand immediate return of the delivered items.
8 Terms of Payment
8.1 Unless otherwise agreed, all prices shall be in Swiss francs (CHF). They shall apply ex works (FCA Sennwald) including packaging. VAT calculation shall be omitted only in those cases where the conditions for any tax exemption of export deliveries have been met.
8.2 Unless otherwise agreed, any payments shall be settled within 30 calendar days without any deduction.
8.3 BRUSA reserves the right, in case of new customers or justified indications for any payment risk, to change the terms of payment accordingly to advance payment.
8.4 Any default in payment or any other changes in the Customer’s situation jeopardising the settlement of claims shall further entitle BRUSA to withdraw from the contractually agreed performance or, notwithstanding its due date, to immediately assert any outstanding claims.
8.5 Any liabilities vis-à-vis BRUSA shall only lapse upon full receipt of payment of the invoiced amount to our bank account.
8.6 Upon expiry of the payment term, the Customer shall be deemed to be in default of payment, even without any special reminder.
8.7 BRUSA reserves the right, in case of the payment term being exceeded, to charge default interest. The default interest rate for the calendar year shall be 5%. The assertion of any further damage shall remain expressly reserved.
8.8 The Customer shall have the right to retain payments or to set them off against any counterclaims only to the extent that the Customer’s counterclaims are undisputed or have been legally established.
8.9 Partial deliveries shall be invoiced immediately.
9.1 Any information of any kind, be it written, oral, digital, phototechnical, graphical, figurative or any other information, shall be subject to confidentiality by the Customer vis-à-vis third parties. This shall especially include, but not be limited to, any information regarding product developments, product design, technical data, operations, prices, etc. Third parties shall be neither economically nor legally linked undertakings. Any information shall only be forwarded to those employees of the Customer who need such information to perform the contractual task. They shall become parties of a usual confidentiality agreement.
9.2 Any lacking note of the confidential nature of the information shall be harmless.
9.3 Unless otherwise agreed, the Customer undertakes to immediately return to BRUSA any confidential information once the agreement is terminated
10 Place of Jurisdiction and Applicable Law
10.1 The exclusive and compulsory place of jurisdiction for any disputes shall be the ordinary court of the City of St. Gallen, Switzerland. To the extent permitted, the Commercial Court of the canton of St. Gallen shall have jurisdiction ratione materiae and/or BRUSA exercises any option to the benefit of the Commercial Court of the canton of St. Gallen.
10.2 Any legal relationships between BRUSA and the Customer shall be exclusively subject to Swiss law to the exclusion of the conflict-of-law rules (IPR) and of the United Nations Convention on Contracts for the International Sale of Goods dated 11/04/1980 (UN Sales Convention / CISG)
Status as of 17/05/2016, version 2.0