Terms and
Conditions
1. APPLICABILITY
These General Terms and Conditions for Deliveries and Services (the ‘Terms and Conditions’) apply, with the exception of any expressly agreed changes in writing, to every agreement concluded (verbally or in writing) and form an integral part of such agreement if: (a) reference is made to these Terms and Conditions in the agreement or in an offer, order, order confirmation or other correspondence leading to the conclusion of the agreement; or (b) the agreement concerns the delivery of goods and/or services and these Terms and Conditions have previously been applied to an agreement between the contracting parties. These Terms and Conditions shall also apply without express agreement to all our sales, deliveries and other services. The general terms and conditions of the buyer, customer or contractual partner shall not apply. Agreements deviating from these Terms and Conditions shall only be valid if they are expressly stated in writing by VENURO AG in the offer and/or in the order confirmation or if they are agreed in writing between VENURO AG and the customer and signed by both parties. Unless otherwise specified in the following provisions, the contractual relationship, in particular the services provided by VENURO AG, shall be governed by SIA standards 118, 118/331, 331 and 343 and, subordinately, by the applicable provisions of the Swiss Code of Obligations and substantive Swiss law. These Terms and Conditions form an integral part of the individual contract for work between VENURO AG and the customer or the order and/or the order confirmation from VENURO AG.
2. DEFINITIONS
‘Contract’ refers to an individual agreement to which these Terms and Conditions apply (including, where applicable, offers, orders, order confirmations and other documents by means of which the contract was concluded). ‘Customer’ refers to the customer/purchaser/contractual partner named in the contract, who may be the end customer or a distribution partner. ‘Price’ means the price excluding VAT, net, ex works Wädenswil, excluding packaging, freight and transport insurance and excluding customs clearance.
3. DELIVERY, WARRANTY, NOTIFICATION OF DEFECTS AND RETENTION OF TITLE
VENURO AG guarantees that the delivered products are free of defects for a period of two years from acceptance or (in the case of distribution partners) from delivery. The Customer's rights in respect of defects shall expire upon expiry of the warranty period. During the warranty period, the following complaint periods apply to defects of any kind: The Customer must inspect the goods delivered under the Contract immediately upon delivery for transport and other obvious defects and damage. Any damage and defects must be reported to VENURO AG in writing within 7 days of delivery, specifying the defect or missing feature. After installation/assembly of the goods, the Customer must inspect the work (or part thereof) within 7 days. Any damage or defects must again be reported to VENURO AG in writing within 7 days, specifying the defect or missing feature. Any defects that arise later (so-called hidden defects) must be reported to VENURO AG in writing within 7 days of discovery, specifying the defect or missing feature. The Customer may only assert a right to rectification. No further warranty claims exist. In particular, the Customer has no right to withdraw from the contract or to rescind it. VENURO AG has the right to choose and may alternatively repair the defect, reduce the Price, withdraw from the Contract or rescind it. Small scratches and dents, greasy surfaces and similar irregularities that are not visible when viewed from a distance of 3 metres are not considered defects. Also excluded from the warranty are defects or damage resulting from or in connection with (a) violent or improper handling or unauthorised modification of the products; (b) the selection and installation of unsuitable products; (c) installation, operation or maintenance contrary to the instructions of VENURO AG; (d) third-party influences such as mechanical intervention, weather or environmental influences. To the extent permitted by law, any further warranty by VENURO AG is excluded. VENURO AG's liability under warranty is governed by Section 6 below. Reported defects do not entitle the Customer to withhold payment or to deviate from the payment agreements. Until full payment for the goods has been made, VENURO AG retains ownership of the goods. VENURO AG has the right to register the retention of title to the goods with the relevant registrar. It is obliged to have the retention of title deleted from the register as soon as the goods/work (including assembly) have been paid for in full by the Customer.
4. PERFORMANCE AND DELIVERY TIME
Performance and delivery times are not essential, and the specified delivery dates and delivery times are only non-binding estimates, unless VENURO AG and the Customer have expressly agreed that a specific delivery date or delivery period is binding. VENURO AG reserves the right to reschedule its services and deliveries after notifying the Customer, taking into account its legitimate interests. Binding delivery dates or delivery periods shall be extended appropriately in the event of impediments to performance for which VENURO AG is not responsible, including delivery interruptions by subcontractors. Delayed deliveries due to force majeure, operational disruptions or difficulties in procuring materials shall not entitle the Customer to claim damages or withdraw from the Contract. VENURO AG shall be obliged to inform the Customer immediately of any such impediments. If VENURO AG has not performed or delivered by a fixed and binding date or within a binding lead time or within a reasonable period after an expected date or expected lead time, the Customer may set VENURO AG a final and reasonable deadline for performance and delivery in writing. If VENURO AG has not performed or delivered by the expiry of this period, the customer may withdraw from the contract.
5. OTHER OBLIGATIONS OF THE CUSTOMER
The Customer is obliged to provide VENURO AG with the information and access to its premises that VENURO AG requires to fulfil its obligations under the Contract. Unless expressly agreed otherwise, the Customer shall bear all costs for transport and access to the work site, both during installation and in the event of any rectification of defects (e.g. sky worker costs). The Customer is obliged to inform VENURO AG in writing and in detail of all hazards at the workplace that may impair the safety of VENURO AG's personnel when working on the Customer's premises, as well as of all personal injury and/or property damage in connection with the goods delivered under the Contract. If and to the extent that the Customer fails to fulfil any of its obligations as described above or in any other part of the Contract, or is in default, VENURO AG shall not be liable for any delays caused thereby (without prejudice to any other legal remedies or rights available to VENURO AG).
6. LIABILITY
To the extent permitted by law, VENURO AG's liability under all titles is expressly limited to direct damage incurred during the warranty period. Except in cases of intent, gross negligence, personal injury or mandatory liability under the Product Liability Act (Bundesgesetz über die Produktehaftpflicht), VENURO AG's liability is also limited to the breach of essential contractual obligations, the fulfilment of which is essential for the proper execution of the Contract and on the observance of which the Customer regularly relies and trusts (cardinal obligations). To this extent, VENURO AG shall only be liable for foreseeable, typically occurring direct damage. VENURO AG's liability for further damage such as indirect or consequential damage of any kind (regardless of its content or legal basis), including but not limited to third-party claims, consequential damage, loss of profit, loss of use, unrealised savings, additional expenses and costs of any kind, loss of reputation, etc., is excluded to the extent permitted by law.
7. CHOICE OF LAW AND PLACE OF JURISDICTION
The relationship between VENURO AG and the Customer shall be governed by Swiss substantive law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory legal jurisdictions are reserved; the ordinary courts at the registered office of VENURO AG shall have jurisdiction in the event of legal action being brought. However, VENURO AG reserves the right to bring legal action against the Customer at their place of residence or registered office.