General Terms and Conditions (GTC) of DISA AG Sarnen
1. General Provisions
1.1 These GTC are binding for all business relationships between DISA AG Sarnen and the customer. In all cases, they take precedence over any conflicting terms and conditions provided by the customer or contained in the customer’s documents. Any terms and conditions of the customer that differ from these GTC are valid only if we have accepted them in writing.
1.2 If our delivery of goods also includes commercially available software programs along with the associated documentation, the applicable delivery and license terms of the relevant subcontractors shall apply exclusively.
2. Conclusion of the Contract
2.1 All offers and price lists are non-binding and subject to change, unless they specify a defined period of validity. We reserve the right to make changes to products.
2.2 Contracts are concluded only upon our written order confirmation or upon delivery or shipment of the goods. All other agreements or ancillary arrangements, including those made at a later date, become effective only upon our written confirmation.
3. Advertising Brochures, Plans, and Technical Documentation
3.1 Technical documentation and brochures are binding only to the extent that they are expressly guaranteed.
3.2 Each contracting party reserves all rights to drawings, technical documentation, and software programs that it has provided to the other contracting party. The receiving contracting party acknowledges these rights and shall neither make the drawings, documentation, and software programs available to third parties nor use them for any purpose other than that for which they were provided, without the prior written consent of the other contracting party.
4. Prices
4.1 Unless otherwise agreed in writing, our prices are quoted unpackaged, ex works, exclusive of taxes (VAT), and without any insurance. The costs for packaging, shipping, transport insurance, customs duties, and other ancillary services shall be borne by the purchaser and will be invoiced separately.
4.2 Minimum Order Value: Orders with a net merchandise value of less than CHF 100 will be subject to a surcharge of CHF 25 without prior consultation.
5. Shipping / Transfer of Title and Risk
Deliveries are made ex works from DISA AG Sarnen. Shipping is via mail or freight forwarder, uninsured. Title and risk pass to the recipient upon dispatch of the shipment ex works, even if we ship the goods carriage paid. Our delivery is deemed complete upon handover of the goods to the carrier. Any damage or loss caused during transport must be reported immediately to the relevant carrier upon receipt of the goods. We do not provide free replacement for transport damage or loss.
If shipment is delayed at the customer’s request or for other reasons beyond our control, the risk passes to the customer at the time originally scheduled for the goods to leave our facility. From that point on, the goods are stored and insured at the customer’s expense and risk.
6. Terms of Payment
6.1 The terms of payment are detailed in the order confirmation and on the invoice and are binding. Payments must be made to the accounts listed on our invoices. Payment is deemed to have been made when the amount due has been credited to one of these accounts and is at our free disposal.
6.2 Offsetting against counterclaims is not permitted.
6.3 If the purchaser fails to meet the agreed payment deadlines, the purchaser shall pay default interest of 5 percent without a separate notice of default, effective from the first day following the payment deadline.
7. Retention of Title
7.1 We retain title to our entire delivery of goods until we have received the agreed payments in full. Upon conclusion of the contract, the buyer authorizes us to have the retention of title entered in the official registers in accordance with the applicable state laws and to fulfill all related formalities.
8. Delivery Time and Obligation to Accept Delivery
8.1 Promised delivery times will be adhered to to the best of our ability, but are approximate only and are not binding. The purchaser has no rights or claims arising from failure to meet delivery deadlines. In particular, the purchaser is not entitled to rescind the contract.
8.2 If the purchaser does not accept the goods offered, we will invoice the purchaser for them. Storage of the unaccepted goods is at the purchaser’s expense and risk. We will take out insurance only upon the purchaser’s express request and at the purchaser’s expense.
9. Inspection and Notice of Defects
9.1 We inspect the goods prior to shipment in accordance with standard practice. If the buyer requests further inspections, these and their terms must be agreed upon separately and paid for by the buyer.
9.2 The buyer must inspect the quality of the delivered goods and services within a reasonable period and notify us immediately in writing of any defects. If the purchaser fails to do so, the goods and services shall be deemed accepted—subject to any latent defects.
9.3 We will remedy the defects reported to us in accordance with Section 9.2 as quickly as possible, at our discretion, either by repair or replacement. The purchaser must grant us the time and opportunity necessary to do so. To the extent that defective parts are replaced, ownership of the replaced defective parts shall pass to us.
9.4 The purchaser has no rights or claims arising from defects of any kind in the delivery of goods or services other than those expressly stated in Sections 9.3 and 10 (Warranty, Liability for Hidden Defects).
10. Warranty, Liability for Hidden Defects
Unless expressly agreed otherwise, the warranty period for the goods is 12 months. It begins to run upon the goods’ departure from our facility.
For replaced or repaired parts of the goods, the warranty period is 6 months from the date of replacement or completion of the repair, provided that the warranty period for the goods as specified in the preceding paragraph expires earlier. Motor protection switches older than 10 years will no longer be repaired for safety reasons and due to material aging.
10.1 The warranty shall expire prematurely if the purchaser or a third party makes modifications or repairs without our prior written consent, or if, in the event of a defect, the purchaser fails to immediately take all appropriate measures to mitigate damage and give us the opportunity to remedy the defect.
10.2 Upon written request from the purchaser, we undertake to repair or replace, as soon as possible and at our discretion, any parts of the delivered goods that demonstrably become defective or unusable by the end of the warranty period due to defective materials, faulty design, or poor workmanship. The parts subject to complaint must be sent to us upon request. To the extent that defective parts are replaced, ownership of the replaced defective parts shall pass to us.
10.3 After the expiration of the warranty period pursuant to Section 10.1(1), the warranty for replaced or repaired parts of the goods (Section 10.1(2)) shall extend only to the replaced or repaired parts in question. The costs for removal, transport, and reinstallation of such parts shall be borne by the purchaser.
10.4 Represented characteristics are only those that have been expressly designated as such in the specifications. The warranty shall remain in effect until the expiration of the warranty period at the latest. If the warranted characteristics are not met or are met only in part, the purchaser is initially entitled to prompt rectification by us. To this end, the purchaser must grant us the necessary time and opportunity. If such rectification is unsuccessful or only partially successful, the purchaser is entitled to a reasonable reduction in price. If the defect is so serious that it cannot be remedied within a reasonable period, and if the goods or services are not usable for the stated purpose or are usable only to a significantly reduced extent, the customer has the right to refuse acceptance of the defective portion of the goods or, if partial acceptance is not economically reasonable for the customer, to rescind the contract. If the contract is rescinded in part or in full, the purchaser is obligated to return the defective parts or the goods in their entirety. In return, the purchaser shall receive the price paid for the affected parts or the goods in their entirety, without interest.
10.5 Excluded from the warranty and liability are damages that cannot be proven to have resulted from defective materials, defective design, or faulty workmanship—e.g., as a result of natural wear and tear, inadequate maintenance, failure to follow operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, construction or installation work not performed by us, as well as other reasons for which we are not responsible.
10.6 The customer has no rights or claims arising from defects in materials, design, or workmanship, nor from the absence of warranted characteristics, other than those expressly stated in Sections 10.1 through 10.5.
11. Exchange or Return of Unused Equipment
Only standard equipment in like-new condition from the current product line and in its original packaging may be exchanged or returned. Returns must be shipped to our address in Sarnen, postage prepaid, and must include our invoice number. The following rules apply to compensate us for our administrative expenses:
For goods valued at up to CHF 500, a flat-rate deduction of CHF 50 applies.
For amounts over CHF 500, a minimum deduction of 10% applies.
12. Confidentiality
12.1 DISA AG Sarnen and the Client agree to treat the details of the contract as well as confidential information regarding technical, business, and operational matters as confidential and to maintain confidentiality, unless such information is generally available. The duty of confidentiality shall remain in effect even after the termination of the contract.
12.2 In connection with the order, DISA AG Sarnen may provide the client with certificates, reports, expert opinions, specifications, and similar documents. These documents are intended exclusively for the client’s intended use and may not be made available to third parties, either in whole or in part, without the prior consent of DISA AG Sarnen.
12.3 DISA AG Sarnen may engage partners or third parties to perform the services. The client acknowledges that DISA AG Sarnen, its partners, or third parties commissioned by it may gain access to data in the course of performing the services. DISA AG Sarnen shall ensure that such data is treated confidentially.
12.4 If DISA AG Sarnen is legally obligated or contractually authorized to disclose confidential information, the client in question will be informed of the information disclosed, unless prohibited by law.
12.5 Information about the client that originates from sources other than the client (e.g., complainants, regulatory authorities) shall be treated as confidential between the client and DISA AG Sarnen. DISA AG Sarnen shall treat the source of the information as confidential. This source of information shall not be disclosed to the client without its consent.
13. Disclaimer of Liability
13.1 Any claims by the purchaser other than those expressly stated in these General Terms and Conditions, regardless of the legal basis on which they are asserted—in particular, all claims for damages, reduction of price, rescission of the contract, or withdrawal from the contract that are not expressly mentioned—are excluded.
13.2 Under no circumstances shall the customer be entitled to compensation for damages that did not occur to the goods themselves, such as loss of production, loss of use, loss of orders, loss of profits, or other direct or indirect damages. This exclusion of liability does not apply in cases of gross negligence or willful misconduct, or to the extent that it conflicts with mandatory law.
14. Place of Performance, Governing Law
The place of performance for delivery and payment is CH-6060 Sarnen. Swiss law applies. In the event of a dispute, an attempt shall first be made to reach a negotiated settlement (mediation) before resorting to further legal remedies.
15. Jurisdiction
15.1 For all disputes arising directly or indirectly from the contractual relationship, the place of jurisdiction for both the customer and us is Sarnen. However, we are authorized to assert our rights at the customer’s place of business or before any other competent authority, provided that Swiss law remains exclusively applicable.
16. Severability Clause / Multilingual Versions
16.1 Should any individual provision be invalid, this shall not affect the validity of the remaining provisions of these General Terms and Conditions.
16.2 In the event of any contradictions between versions in different languages, the German version of the General Terms and Conditions shall prevail.
DISA AG Sarnen, Sarnen
General Terms and Conditions \ December 2023