General Terms and Conditions of Sale and Delivery

Status: 21.12.2022

1. scope of application

The following General Terms and Conditions of Sale and Delivery shall apply to all orders placed with NEWGREENTEC. Any deviations and specifically different terms and conditions of the customer shall only be valid if they have been expressly confirmed in writing by NEWGREENTEC.

 

2. scope of the delivery obligation

The object of purchase and scope of services shall be determined in accordance with the written order confirmation. Services not included therein shall be invoiced additionally.
Technical specifications are to be regarded as guidelines unless they are expressly designated as binding. NEWGREENTEC reserves the right to make necessary changes at any time.
Installation is not included in the scope of delivery and services unless it is included in the quotation. Otherwise, a separate contract must be drawn up for installation.

 

3. technical documentation

All technical documents, such as drawings, illustrations, descriptions, etc., remain the property of NEWGREENTEC.
They may only be made available to third parties and copied for the realisation of the project. They may not be reproduced or used for self-production without express authorisation.

 

4. regulations at the destination

The customer shall inform NEWGREENTEC in good time of the regulations applicable at the place of destination regarding delivery, assembly, operational requirements, labour protection, etc. Safety devices on and around the building shall be installed by the customer to the extent necessary, unless otherwise agreed.

 

5. prices

Prices are quoted net and excl. VAT ex works, excluding packaging, or ex construction site if agreed accordingly.
All ancillary costs, such as freight, insurance, taxes, fees, customs duties, authorisations, etc. shall be borne by the customer, unless otherwise agreed and specified in the offer.

 

6. terms of payment

Payments shall be made directly to NEWGREENTEC net, without deduction of discounts, expenses etc.. The obligation to pay shall be deemed fulfilled if Swiss francs have been made freely available to NEWGREENTEC at the place of fulfilment.
The dates of payment shall also be observed if delivery ex works is delayed for reasons for which NEWGREENTEC is not responsible. The absence of insignificant parts which do not render the use of the object of purchase impossible or any claims arising from warranty or other obligations of NEWGREENTEC shall not entitle the customer to postpone or reduce payments.
The offsetting of counterclaims of the customer against the purchase price claim of NEWGREENTEC is excluded.

 

7. delivery period

The delivery period in days or months begins as soon as the contract has come into force, any necessary official formalities have been completed, the payments to be made at the time of ordering and any securities have been provided and the essential technical data have been finalised.
The deadline shall be deemed to have been met if the delivery is ready for dispatch at the factory or has been delivered to the construction site in accordance with the offer.
The delivery period shall be extended accordingly:

• if the Customer fails to provide information required by NEWGREENTEC for the performance of the order in due time or modifies such information subsequently,
• if hindrances occur which are beyond NEWGREENTEC's control, irrespective of whether they occur at NEWGREENTEC, at the Customer or at a third party. Such hindrances include, for example, epidemics, mobilisation, war, riots, significant operational disruptions, accidents, labour disputes, official measures and natural disasters,
• if the customer is in arrears with the work to be carried out by him or is in default with the fulfilment of his contractual obligations, in particular if he does not comply with the terms of payment.

Partial deliveries shall be permissible, in which case the respective partial delivery shall be deemed to be a delivery. The Customer may only rescind the contract due to late delivery if it has granted NEWGREENTEC a reasonable grace period for delivery in writing which NEWGREENTEC culpably fails to observe.

 

8. reservation of title

Until the purchase price has been paid in full, NEWGREENTEC shall remain the owner of the object of purchase, even if the object is permanently installed or anchored. The Customer is obliged to co-operate in measures to protect the property of NEWGREENTEC, such as the official registration of the reservation of title.

 

9. benefit and risk

Benefit and risk shall pass to the customer upon dispatch of the delivery ex works.

 

10. insurance

With the transfer of use and risk, it is the responsibility of the purchaser to insure the object of purchase against damage of any kind.

 

11. transport

Transport ex works or ex construction site shall be at the customer's expense and risk. NEWGREENTEC must be notified in good time of any special requests regarding dispatch or transport. Complaints in connection with the transport shall be addressed by the customer to the last carrier and the insurer immediately upon receipt of the delivery or the freight documents.

 

12. inspection and acceptance of the delivery

The Customer shall inspect the delivery and notify NEWGREENTEC in writing of any defects immediately, but no later than 10 days after receipt of the delivery.
If he fails to do so, the delivery shall be deemed to have been approved and warranty claims for defects that could have been recognised during a proper inspection shall lapse.
If NEWGREENTEC undertakes the installation, an acceptance report to be signed jointly shall be drawn up at the time of handover ready for operation, in which any defects shall be recorded. Acceptance shall take place no later than 1 month after completion of the installation work. The commencement of productive operation shall in any case be deemed acceptance.

 

13. industrial property rights and copyrights to the object of purchase

NEWGREENTEC or its licensors are entitled to the industrial property rights (in particular patents) and copyrights to the object of purchase. The Customer acquires the right to use the object of purchase in accordance with the contract. The Customer undertakes not to remove or alter any NEWGREENTEC labelling (trademarks, company name, etc.) or patent and copyright notices affixed to the object of purchase and its parts.

 

14. guarantee (material warranty)

NEWGREENTEC undertakes, at the written request of the customer, to repair or replace as quickly as possible, at its option, all parts which become defective or unusable as a result of bad material, faulty design or poor workmanship. Replaced parts shall become the property of NEWGREENTEC.
Any further claims of the customer due to defective delivery, in particular for damages and cancellation of the contract, are excluded.
The warranty period is 12 months in normal operation. It begins with the dispatch of the delivery ex works or, if NEWGREENTEC has taken over the assembly, after successful acceptance (signing of the acceptance report) or commencement of productive operation.
If dispatch or installation is delayed for reasons for which NEWGREENTEC is not responsible, the warranty period shall end no later than 18 months after the start of the warranty period for the main delivery.
Excluded from the warranty are damages due to natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive use, unsuitable operating materials, chemical or electronic influences and other reasons for which NEWGREENTEC is not responsible.
The warranty shall lapse if the Customer or third parties carry out modifications or repairs to the object of purchase without the written consent of NEWGREENTEC; furthermore, if the Customer does not immediately notify NEWGREENTEC and take suitable measures to prevent the damage from becoming more serious and to enable NEWGREENTEC to remedy the defect.
If the customer does not assert certain claims under the warranty by the expiry of the warranty period, all contractual and non-contractual obligations of NEWGREENTEC shall lapse.
For third-party products (products from other manufacturers) ordered and supplied by NEWGREENTEC, NEWGREENTEC assumes the same warranty obligation as the manufacturer grants.
Excluded are all third-party electronic data processing products (hardware and software). In this respect, the Customer's warranty claims shall be governed by the relevant terms and conditions of the third-party manufacturer, which shall be notified to the Customer by NEWGREENTEC upon request. It is the Customer's responsibility to conclude maintenance contracts with NEWGREENTEC or third party manufacturers or to take over the maintenance of third party electronic data processing products on its own responsibility or to have it carried out by authorised representatives.
NEWGREENTEC assumes the same warranty obligation for software developed by NEWGREENTEC and sold to the Customer (NEWGREENTEC software) as for all other items purchased. During the warranty period, NEWGREENTEC shall deliver all upgraded versions of NEWGREENTEC Software to the Customer free of charge, and the Customer undertakes to install the upgraded software versions and to use only such upgraded versions.
Service and maintenance work as well as other services in connection with purchased items which go beyond the warranty shall be performed by NEWGREENTEC on a time and material basis at the applicable standard rates and against reimbursement of expenses. The Customer may instead enter into a maintenance contract with NEWGREENTEC.

15. warranty of title

NEWGREENTEC warrants that no industrial property rights exist in respect of the purchased goods or parts thereof developed by NEWGREENTEC which exclude or substantially restrict their use at the place of destination in accordance with the contract.
If claims are asserted against the customer by third parties alleging that the contractual use at the place of destination infringes their industrial property rights, NEWGREENTEC shall assume the defence against such claims at its own expense and shall reimburse the customer for any damages finally awarded against the customer by a court of law. If claims for injunctive relief of the third party have to be recognised in accordance with a court decision or in the opinion of NEWGREENTEC, NEWGREENTEC may, at its option, procure for the Customer at its own expense the right to use the goods in accordance with the contract (licence of the third party) or take back the goods or parts thereof against reimbursement of the price less a reasonable amount for the previous use.
However, parts may only be taken back if their replacement by corresponding parts from third-party manufacturers is technically and functionally possible and the Customer can reasonably be expected to bear any price difference or if NEWGREENTEC replaces them.
Further statutory claims arising from warranty of title, in particular further claims for damages, are excluded. In addition, the above claims shall lapse if the Customer fails to notify NEWGREENTEC within five working days of claims asserted by third parties in or out of court, fails to give NEWGREENTEC unrestricted control over the defence against such claims and/or makes concessions to third parties without NEWGREENTEC's consent.

16. liability

NEWGREENTEC shall perform the object of purchase as agreed and fulfil its warranty obligations. Liability for contractual and non-contractual claims is excluded for all direct and indirect damage (personal injury, damage to property and financial loss) incurred by the customer in connection with the contractual relationship with NEWGREENTEC and its fulfilment, unless the damage was caused by gross negligence or wilful misconduct. This exclusion also includes the liability of auxiliary persons according to Art. 101 OR.

17 Place of fulfilment, place of jurisdiction, applicable law

The place of fulfilment and jurisdiction for the Customer and NEWGREENTEC is Zurich ZH/Switzerland. The legal relationship shall be governed by Swiss law to the exclusion of the Vienna UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of the Swiss Federal Act on Private International Law (IPRG).