GENERAL TERMS AND CONDITIONS OF BUSINESS
1. General Provisions
1.1. These General Terms and Conditions of Business and Delivery (hereinafter “GTC”) apply to all deliveries and services (e.g., training, services & support) provided by Covatec AG (hereinafter “Covatec”). Any terms and conditions of the customer to the contrary shall only be valid if they have been expressly accepted by Covatec in writing.
1.2. All agreements and legally relevant declarations by the contracting parties must be in writing to be valid. Explicitly confirmed emails satisfy the written form requirement. Verbal agreements are only valid if they have been confirmed by us in writing.
1.3.The contract between Covatec and the customer shall be deemed concluded upon the customer’s receipt of Covatec’s written order confirmation, subject to the finalization of all material technical and commercial details
2.Scope of Deliveries and Services
2.1.Covatec’s deliveries and services shall be performed in accordance with Covatec’s order confirmation.
2.2. Covatec reserves the right to determine the shipping method appropriate for the type of goods and to charge the customer for the resulting packaging, shipping, and administrative costs. For every express package, every express letter, and the direct shipment of goods, shipping fees or postage charges will be billed in full.
2.3. The return of goods requires the express consent of Covatec. Covatec charges a processing fee of 40% of the value of the goods. Any shipping and packaging costs are fully borne by the party returning the goods. All necessary repairs and maintenance work on returned goods will be billed according to the actual costs incurred. Products made to order, based on drawings or measurements, or custom-made products cannot be returned under any circumstances.
3. Sales and Technical Documentation, Software Usage Rights
3.1. Price lists, brochures, and catalogs are not binding unless otherwise agreed. Information in technical documentation is only binding to the extent that it is confirmed in writing
3.2. Covatec is the copyright holder/owner of any software provided to the customer for use, including the accompanying documentation. The customer is granted a non-transferable right to use the supplied software. The customer may not make any modifications. Unless otherwise agreed, Covatec bears sole responsibility for both the selection of the software and its implementation.
4. Prices
4.1. Prices are calculated in Swiss francs. Invoices in foreign currencies are always issued at the respective daily exchange rate of the Swiss National Bank (SNB).
4.2. The prices listed in Covatec’s price list or quotation valid at the time of the order shall apply. Unless otherwise agreed in Covatec’s quotations and order confirmations, all prices are net, plus any applicable value-added tax, ex works from Covatec (INCOTERMS 2020). All other incidental costs (e.g., for commissioning, training, packaging, transport, customs formalities, etc.) shall be borne by the customer.
4.3. If the customer requests special certificates, certificates of origin, translations of technical documents, etc., these will be invoiced.
4.4. Covatec reserves the right to adjust prices if the delivery period is subsequently extended for any of the reasons listed in Section 7.2, or if the documents and information provided by the customer did not correspond to the actual circumstances or were incomplete
5. Terms of Payment
5.1. Contract amounts up to CHF 40,000 must be paid within 30 days of delivery (date of delivery note), unless otherwise confirmed in writing by Covatec in offers or order confirmations.
5.2. Contract amounts exceeding CHF 40,000 shall be paid as follows, unless otherwise confirmed in writing by Covatec in offers or order confirmations:
30% upon order placement, payable immediately
30% at the halfway point of the delivery period, payable within 30 days
30% prior to shipment, payable immediately
10% after delivery/commissioning, no later than 60 days after delivery
5.3. Unless otherwise agreed in Covatec’s offers and order confirmations, payments shall be made at Covatec’s registered office without deduction of any discounts, expenses, taxes, levies, fees, customs duties, or similar charges.
5.4. If the customer fails to meet the agreed payment deadlines, default interest may be charged at the rate customary among banks. If the customer is sent a reminder, Covatec is entitled to charge an additional reminder fee of CHF 20 per reminder. After a maximum of two unsuccessful reminders, Covatec will initiate collection proceedings against the customer.
5.5. Covatec is entitled to demand advance payments, security deposits (e.g., a bank guarantee), or cash payments within a reasonable period of time and to withhold performance if, after the conclusion of the contract, circumstances arise that objectively impair the customer’s creditworthiness and thereby jeopardize Covatec’s right to payment. In the event of the customer’s refusal or failure to provide security within the specified time, Covatec is entitled to withdraw from the contract and/or claim damages.
5.6. Retentions to cover warranty claims are not permitted
6. Cancellations
6.1. The cancellation of orders requires the express, written consent of Covatec, as well as reimbursement of our expenses for materials, wages, and other costs.
6.2. Complaints regarding the quality and scope of a delivery do not entitle the customer to cancel remaining deliveries of an order.
7. Delivery Period
7.1. The delivery period begins as soon as the contract has been concluded, all official formalities have been completed, any advance or down payments and security deposits have been made, and all essential technical details have been finalized. The delivery period is deemed to have been met if the notice of readiness for shipment has been sent to the customer by the time it expires.
7.2. The delivery period shall be extended appropriately:
7.2.1. if Covatec does not receive the information it requires to fulfill the contract in a timely manner, or if the customer subsequently modifies such information, thereby causing a delay in deliveries or services;
7.2.2. if force majeure events occur that Covatec cannot avert despite exercising due care, regardless of whether they arise at Covatec, at the customer’s premises, or at a third party’s premises. Such obstacles include, for example, epidemics, war, riots, significant operational disruptions, accidents, labor disputes, delayed or defective delivery of necessary raw materials, semi-finished or finished products, the scrapping of important workpieces, official measures or omissions, and natural disasters;
7.2.3. if, despite compliance with standard protective measures, virus attacks or other attacks by third parties occur on Covatec’s IT system;
7.2.4. if the Customer or third parties are in arrears with the services they are to perform or in default of their contractual obligations, in particular if the Customer fails to comply with the terms of payment.
7.3. The Customer shall have no rights or claims (e.g., penalties) due to delays in deliveries or services.
7.4. The customer has no right to withdraw from the order due to delays in deliveries or services.
8. Transfer of Title and Risk
8.1. Unless otherwise agreed (e.g., INCOTERMS 2020), title and risk pass to the customer upon handover of the deliveries and services to the carrier or another person designated by the customer.
8.2. If shipment is delayed at the customer’s request or for other reasons for which Covatec is not responsible, the risk passes to the customer at the time originally scheduled for delivery ex works. From this point on, the goods shall be stored and insured at the customer’s expense and risk
9. Inspection and Acceptance of Goods / Services
9.1. Covatec shall inspect the goods and services to the extent customary and reasonable prior to shipment. If the customer requests further inspections, these must be specifically agreed upon and paid for by the customer
9.2. The customer must inspect the deliveries and services, including any software, within 10 days of receipt and immediately notify Covatec in writing of any defects; otherwise, Covatec shall not be liable under any warranty or otherwise. If the customer fails to do so, the deliveries and services shall be deemed accepted.
9.3. Covatec must remedy the defects reported to it in accordance with Section 9.2 as quickly as possible, and the customer must give Covatec the opportunity to do so.
9.4. The conduct of an acceptance test and the determination of the applicable conditions therefor require an individual agreement.
10. Training, Services & Support
10.1. The agreed contractual terms and conditions (see Section 1.2 above) shall apply primarily.
10.2. Unless otherwise agreed, if Covatec provides training, service, or support, the customer shall bear all necessary incidental costs, such as travel and transportation expenses, in addition to the agreed-upon remuneration. If services are performed at the customer’s request outside of Covatec’s normal business hours or on Saturdays, Sundays, or holidays, the customer must pay an additional fee for such services.
10.3. The customer shall notify us of their service requirements by phone or email on a case-by-case basis. The technicians will perform the necessary work, which will be billed on a time-and-materials basis according to our hourly rates.
10.4. If the equipment is still under warranty, no charges will be incurred. However, if the information in question can be found in the user manual, charges will be incurred even for equipment that is still under warranty.
11. Retention of Title
11.1. Covatec retains ownership of all delivered goods until it has received full payment in accordance with the contract. In the event of a breach of contract by the customer, particularly in the event of default in payment, Covatec is entitled to reclaim the delivered goods. Covatec’s reclaiming of the goods does not constitute a withdrawal from the contract, unless Covatec has expressly declared this in writing.
11.2. The customer shall maintain the delivered items in good condition at its own expense for the duration of the retention of title and shall insure them in favor of Covatec against theft, breakage, fire, water damage, and other risks. The customer shall further take all measures to ensure that Covatec’s claim to ownership is neither impaired nor voided.
12. Warranty, Liability for Defects
12.1. The warranty period for the delivered goods is 12 months under normal use in a single-shift operation (8 working hours per day) or a maximum of 2,000 operating hours. In the case of multi-shift operation, the warranty period is reduced accordingly. The terms and conditions agreed upon in the respective contract apply to service and support services. The warranty period begins upon shipment of the goods ex works or, if applicable, upon acceptance of the services to be performed, but no later than 60 days after delivery. If shipment or acceptance is delayed for reasons beyond Covatec’s control, the warranty period ends no later than 15 months after notification of readiness for shipment or after the services have been offered.
12.2. For replaced or repaired parts, the warranty period begins anew and lasts for 6 months from the date of replacement or completion of the repair.
12.3. Excluded from Covatec’s warranty and liability are damages that cannot be demonstrably attributed to defective material, faulty design, or poor workmanship, such as damages resulting from natural wear and tear, inadequate maintenance, non-compliance with operating instructions, excessive use, unsuitable operating resources, chemical or electrolytic influences, modifications, replacements or additions by third-party supplies or services that do not comply with Covatec’s quality specifications, or that were not installed in accordance with Covatec’s instructions or general industry standards, as well as damages resulting from other causes for which Covatec is not responsible.
12.4. No warranty or liability is assumed for software in general. In particular, Covatec neither provides any warranty nor assumes any liability for uninterrupted or error-free operation of the software under any operating conditions, nor for trouble-free operation in conjunction with other software programs operated by the customer.
12.5. Upon the customer’s written request, Covatec undertakes to repair or replace, at Covatec’s discretion and as quickly as possible, all parts of Covatec’s deliveries that become defective or unusable before the expiry of the warranty period, provided that such defects can be demonstrably attributed to defective material, faulty design, or poor workmanship. Replaced parts shall become the property of Covatec.
12.6. Guaranteed characteristics are only those expressly designated as such in the specifications. Such guarantees shall remain valid only until the expiry of the warranty period.
12.7. The warranty shall expire prematurely if the customer or third parties carry out improper modifications or repairs, or if the customer, upon the occurrence of a defect, fails to take all appropriate measures without delay to mitigate the damage and to provide Covatec with the opportunity to remedy the defect.
12.8. All wear parts are excluded from the warranty, i.e. components subject to normal wear and tear (e.g. thermodes, electrodes, tools, etc.).
13. Exclusion of Further Liability of Covatec
13.1. All cases of breach of contract by Covatec and their legal consequences, as well as all claims of the customer, irrespective of the legal basis on which they are made, are exhaustively regulated in these GTC. In particular, all claims for damages, price reduction, termination of the contract, or withdrawal from the contract that are not expressly mentioned are excluded.
13.2. Furthermore, any liability is excluded to the extent permitted by law. In particular, Covatec expressly excludes any contractual and non-contractual liability for damages resulting from negligent conduct of its corporate bodies and auxiliary persons, for any consequential damages as well as indirect damages (e.g. loss of profit, production downtime, loss of use, loss of orders, etc.), and for claims by third parties who have purchased products covered by this contract from the customer.
13.3. Mandatory statutory provisions of higher-ranking law and liability for culpably caused personal injury shall remain reserved.
14. Confidentiality Obligation
The customer undertakes not to disclose to third parties any information from Covatec’s business operations that is neither publicly accessible nor generally known and to make all reasonable efforts to prevent third parties from gaining access to such information. The customer shall impose the same obligation on its employees. Should the customer violate this confidentiality obligation, the customer shall indemnify Covatec against all damages and losses.
15. Duty of Care
The customer bears sole responsibility for the use of Covatec products and for their combination with other products. In doing so, the customer must observe the necessary care and safety aspects. If the customer acts as a reseller, the customer shall provide its respective customers with all information necessary for safety in an appropriate form, for example by means of notices on the product itself, on the packaging, or in an operating manual. The customer shall obtain the necessary information independently.
16. Severability Clause
Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, a legally valid provision shall be deemed agreed that comes as close as possible to the economic purpose intended by the invalid provision.
17. Jurisdiction and Applicable Law
17.1. The legal relationship between Covatec and the customer, and all matters arising therefrom or in connection therewith, shall be governed exclusively by Swiss law.
17.2. The exclusive place of jurisdiction for all disputes arising out of or in connection with the legal relationship shall be the registered office of Covatec in Biel/Bienne, Switzerland.
17.3. In the event of a dispute, the German version shall be legally binding.
18. Amendments to the General Terms and Conditions
We expressly reserve the right to amend and supplement these General Terms and Conditions at any time and at our sole discretion.