GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
Scope of application
The following General Terms and Conditions of Sale and Delivery of Royal Ropes GmbH, Egelgasse 67, 3006 Bern, Switzerland, (hereinafter referred to as "Royal Ropes") are valid for all sales, deliveries and services of ROYAL ROPES to the customer unless they are amended or supplemented by written agreement reached by mutual agreement. The customer hereby expressly waives the assertion of any "General Terms and Conditions of Contract" of his own.
Offers made by ROYAL ROPES are always subject to change without notice.
Orders must contain clear specifications regarding all execution details. The customer is responsible for the clarity and wording of his order.
Conclusion of contract and scope of services
The contract shall be deemed concluded when ROYAL ROPES submits written confirmation of the order. The nature and scope of ROYAL ROPES' services shall be conclusively defined by the order confirmation. Orders for delivery from stock within ten (10) days shall not be confirmed by ROYAL ROPES. Services not included must also be agreed and invoiced in writing. Equipment, undocumented properties, dimensions and weight of the products ordered may vary slightly within the applicable international standards. Such deviations shall be deemed to be in conformity with the contract insofar as they do not impair essential functional features of the products.
The indicated delivery periods are non-binding indicative dates. They refer to the time at which the delivery item leaves the business premises of ROYAL ROPES.
They shall be extended appropriately if
a) ROYAL ROPES does not receive the information it requires to fulfil the contract on time or the customer subsequently changes this information and thus extends the manufacturing process;
b) unforeseen obstacles arise which ROYAL ROPES cannot avert despite exercising due care. Such hindrances include, but are not limited to, major operational disruptions, accidents, labour disputes, late or faulty delivery of necessary raw materials, semi-finished and finished products, official restrictions, natural disasters and other cases of force majeure;
c) the customer or third parties are in arrears with the work to be carried out by them or with the fulfilment of their contractual obligations, in particular if the customer does not comply with the terms of payment. Non-compliance with the delivery deadlines shall not entitle the customer to damages or to withdraw from the contract.
ROYAL ROPES expressly reserves the right to adjust the prices indicated in the quotations and order confirmations at any time to any changes in production costs and/or market conditions. The prices are net prices, ex works, transport packaging and VAT are not included. All additional costs such as insurance, taxes, levies, customs duties, fees for permits or certificates as well as any disposal fees shall be borne by the customer.
Terms of payment
Payments shall be made to the paying agents indicated on the invoice without deductions of any kind and in the currency of the invoice. The payment obligation shall be fulfilled as soon as ROYAL ROPES can freely dispose of the corresponding amount. Unless special terms of payment have been agreed between ROYAL ROPES and the Customer, invoices shall be issued at the time of delivery and the payment period shall be ten (10) days from the date of invoice. Upon expiration of the payment period, the consequences of default shall automatically occur. From this point on, the customer will be charged an interest on arrears of 10% p.a.. We expressly reserve the right to damages as a result of further damage and withdrawal from the contract after expiry of a reasonable grace period. Bank charges in international payment transactions shall be borne by the customer.
Retention of title and exploitation right
ROYAL ROPES Remanns Theo Ofner oft all dolierend Produkts until receipt of the full purchase price. It is authorised to enter the reservation of title in the official register at the customer's expense and to complete all the relevant formalities. For the duration of the retention of title, the Customer shall maintain the products delivered at its own expense and insure them for the benefit of ROYAL ROPES against theft, breakage, fire, water and other risks. He shall also take all measures to ensure that ROYAL ROPES' title is not jeopardised. In the event of mixing, ROYAL ROPES shall acquire co-ownership in proportion to the value of the components. If the customer fails to meet its acceptance and/or payment obligations even after the expiry of a grace period of thirty (30) days, ROYAL ROPES shall be entitled, for the duration of the continued existence of the default in acceptance and/or payment, to freely and unhindered distribute the products ordered by the customer to third parties irrespective of any industrial property rights to which the customer is entitled (e.g. patents, company, trademark, design, model and copyright rights).
The customer is obliged to accept partial deliveries.
Transfer of benefit and risk
The benefit and risk of the products to be delivered shall pass to the customer upon their departure from the ROYAL ROPES plant. If the agreed delivery date is postponed at the request of the customer or delayed for reasons for which ROYAL ROPES is not responsible, the risk shall nevertheless pass to the customer at the originally agreed time. From this point on, the products will be stored and insured at the expense and risk of the customer. The products to be delivered are insured by the supplier against all risks of transport at the expense of the customer.
Inspection of the products and notification of defects
ROYAL ROPES will check the delivery and services as far as usual before shipment. If the customer requests further tests, these must be agreed separately and paid for by the customer. The customer shall inspect the goods and services for condition and completeness within a reasonable period and notify ROYAL ROPES immediately in writing of any defects. If he fails to do so, the deliveries and services shall be deemed to have been approved. The performance of a special, more extensive acceptance test and the determination of the conditions applicable thereto shall require a special agreement.
Warranty and liability for defects
ROYAL ROPES disclaims all warranties. The customer has no rights and claims due to defects in material, design or workmanship or due to the absence of warranted characteristics. Warranted characteristics are only those which are expressly designated as such in the order confirmation or in the specifications. ROYAL ROPES shall not be liable for any costs incurred for disassembly or assembly or for damage caused directly or indirectly by the delivered products themselves, by their use or by their possible defects. In particular, ROYAL ROPES disclaims all liability for consequential damages and other damages, such as lost profits or other direct or indirect damages. ROYAL ROPES shall only be liable for claims of the customer due to defective advice and the like or due to violation of any ancillary obligations in the event of intent or gross negligence.
Should individual provisions of these "General Terms and Conditions of Sale and Delivery" be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision which comes closest in economic terms to the content of the invalid provision.
Amendments and Supplements
Amendments to these terms and conditions as well as all supplements necessary under these terms and conditions must be made in writing.
Applicable law and place of jurisdiction
These General Terms and Conditions and all contracts between ROYAL ROPES and the customer shall be governed exclusively by Swiss law to the exclusion of its international private law standards and the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980). For any disputes between the parties which cannot be settled amicably, the exclusive place of jurisdiction shall be Berne (Switzerland).