Terms and Conditions

CONDITIONS OF DELIVERY AND PAYMENT

GENERAL
All our deliveries are made subject to the following conditions of delivery and payment of the CWK² Technical consult AG or companies connected to CWK² Technical consult AG (hereinafter referred to as “CWK”).
The respectively valid edition of the General Conditions for the Supply of Products and Services of the German Electrical and Electronics Industry (ZVEI) with the supplementary clause on extended title of retention. Any agreement divergent from the above conditions requires our express written approval.

OFFERS
Our offers are not binding .The contract does not become conclusive until after written confirmation or execution of the order.

PRICES
Our prices shall be net prices in EURO (EUR), USD or Switzerland Franks (CHF) and shall exclude VAT, for delivery ex-factory, without packaging .The prices valid on the day of delivery will be charged.

ORDER MODIFICATIONS
Order modifications require our written consent. The purchaser shall bear all costs incurred by us in the case of order cancellations.

DELIVERY QUANTITIES
We deliver only in the specified packaging units. For customized products we reserve the right to deliver 10% more or less of the ordered or confirmed amount due to production engineering reasons. Partial deliveries are permissible. Partial order calls with a value below EUR 500,- are made per item at the graduated price corresponding to the respective delivery quantity.
Orders up to a value of EUR 500,- are delivered immediately ex-ware-house for cost reasons, provided we have the goods on stock.

DELIVERY DATES
Delivery dates are stated according to our best estimations .They are only binding if expressly stated as such. The delivery time will be extended by a reasonable amount if we are prevented from delivering on time by problems in procurement, production or delivery for us or our suppliers due, for example, to energy shortages, difficulties in procuring materials, traffic holdups, strikes, lockouts or other unforeseeable events. Purchaser’s claims for damages due to delay in delivery as well as claims for damages in lieu of performance shall be always limited to the amount of damage foreseeable. In case of ordinary negligence we are not liable for consequential damage of the delayed or failed delivery, especially not for a purchaser’s loss of profit or any other costs resulting from production loss.

PACKAGING AND SHIPMENT
All goods shall be packaged according to normal trade procedures. Disposable packaging shall not be taken back. Reusable packaging shall be returned to CWK by the purchaser at his cost. We shall always choose the cheapest type of shipments providing no other agreement has been made.

TRANSFER OF RISK
The risk shall pass to the purchaser as soon as the goods leave our factory or warehouse. All shipments, including return shipments, travel at the purchaser’s risk.

RETURN SHIPMENT AND CREDITS
Shipments may only be returned with our consent. For cost reasons, it is not possible to issue a credit note for orders of less than EUR 100,-. We will retain 15% of the value of the goods, but at least EUR 100,- for inspection and repackaging of the goods to protect the next purchaser’s interests. Customized products cannot be taken back.

CONDITIONS OF PAYMENT, DEFAULT
Payment must be made within 30 days net after date of invoice. All bank charges in the country of payment will be paid by the purchaser. Bills of exchange will only be accepted without charges and on special agreement. We reserve the right to ask for securities or pre-payment. Delivery may be refused, if these requests are not granted. The purchaser is not released from his obligation to accept delivery. If the purchaser makes default in payment, we are entitled to request interest for default amounting to at least 9% above the respective basic interest rate.

RETENTION OF TITLE
The delivered goods shall remain our property until each and every claim has been duly satisfied. In connection with other parts we will acquire a share in the new product in the ratio of the value of our parts to the value of the other parts. It can already be considered agreed that any claims ensuring from resale of our property will be assigned to us.

DEFECTS, LIABILITY
Our deliveries must be checked on receipt, whether they confirm to the contract. Short or false deliveries and any defects must be reported to us within 14 days after receiving the goods or at the latest 14 days after discovering the defect in the case of latent defects. Failure to meet these deadlines may void the purchaser’s rights resulting from breach of warranty against defects. The purchaser’s rights resulting from breach of warranty against defects are statue-barred after 12 months from the date of transfer of risk. Justifiably rejected goods will be replaced or repaired at our discretion free of charge within a reasonable period (subsequent fulfilment).The purchaser can withdraw from the contract or reduce the purchase price, if subsequent fulfilment fails or is impossible. Other claims or demands are excluded, especially claims for damages not incurred on the delivered goods themselves. This does not apply, for example, to personal injury and damage to property according to the product liability laws or to gross negligence, injury to life, body or health or breach of the substantive contractual obligations, where liability is conclusive.

CONDITION OF GOODS
The descriptions of our goods only inform on their condition and are in no way a guarantee for their condition. Guarantee is only given if this has been declared expressly.

TOOLS
Tools constructed for manufacturing our products shall remain our property even if the customer has had a share in the costs.

JURISDICTION
Place of jurisdiction are the courts of the Canton Schaffhausen / Switzerland. Swiss law is applicable.

MODIFICATIONS
We reserve the right to make technical modifications and improvements to our products.

PARTIAL INVALIDITY
The invalidity or incompleteness of any one of the aforesaid conditions shall not affect the validity or enforceability of the remaining conditions.

November 2014
CWK

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