1 - General
These General Conditions of Sales and Delivery of Novasina AG, Lachen/ SZ (hereinafter called „Novasina“) shall apply to all sales agreements entered into with Customers for all goods sold by Novasina. Any conditions stipulated by the Customer, which are in contradiction to these General Conditions shall only be valid if expressly accepted by Novasina.
2 - Conclusion of the contract
The contract shall be deemed to have been entered into upon receipt of written confirmation stating that Novasina has accepted the order. Novasina reserves the right to reject purchase orders without indicating the reasons therefore.
3 - Scope of Supplies
3.1 The supplies are specified in the order confirmation. Any material and services, which are not included therein, shall be additionally charged.
3.2 Novasina shall be entitled to make any changes, as long as they lead to improvements in quality or performance.
4 - Prices
4.1 Goods sold by Novasina shall be priced according to the price lists valid at time of receipt of the order.
4.2 Unless otherwise agreed upon, all prices shall be deemed to be net ex works, in Swiss Francs, including standard packing.
4.3 All cost for sea freight- and airfreight packing, freight, insurance, duties, export, transit and import duties permits and other certificates, as well as cost for installation, operation and maintenance shall be borne by Customer.
4.4 Novasina reserves the right to modify its prices at any time without notice. Price increases shall be valid for purchase orders on or after the date of the price increase was effective.
5 - Terms of payment
5.1 Payments by Customer domiciled in Europe as far as no other terms have been agreed upon, shall be made within 30 days from date of invoice.
5.2 Payments by Customer domiciled outside Europe, as far as no other terms have been agreed upon, shall be made by irrevocable letter of credit granted by a well-known reputable Swiss bank. Ordered goods shall only be delivered upon receipt of the written confirmation from the bank. All banker’s charges and expenses in and outside of the country are on opener’s account.
5.3 Payments shall be made by the Customer to the registered address of Novasina without any deduction for cash discount, expenses, taxes or duties of any kind.
5.4 In case of delay in payment Novasina is entitled to charge a default interest of 6 % p.a Novasina shall have the right without prejudice to any other rights to withhold delivery of open purchase orders or to accept new orders against pre-payment or other securities.
5.5 Customer is neither entitled to partial payment nor to offset against counter-claims. Customer shall not have the right to withhold payment in case of complaints
6 - Proprietary Right
Novasina shall retain ownership of the products supplied until full payment has been received. The Customer shall take all necessary measures for the protection of the property of Novasina, and to insure against theft, fire, water and other risks.
7 - Delivery Time
7.1 The delivery time shall start as soon as the order has been entered into and all technical and commercial points have been settled.
7.2 Novasina shall, whenever possible, deliver to Customer the full purchase order in one shipment. Customer agrees to accept partial delivery.
7.3 The delivery time shall be reasonably extended:
- if agreed terms of payment are not met, letters of credit are opened too late, or the necessary import licenses are not received by Novasina on time.
- if hindrances occur which Novasina cannot prevent despite using the required care. Such hindrances include, but shall not be be limited to, epidemics, mobilization, war, revolutions, serious breakdown in the works, late or deficient delivery by subcontractors of raw material semi finished or finished products, natural catastrophes.
7.4 There shall be no return of goods but in exceptional cases and subject to a written agreement
8 - Forwarding, Transport and Insurance
8.1 The products will be carefully packed by Novasina. Special packing shall be available upon Customer’s request and at Customer’s expense
8.2 Transport shall be at the Customer’s expense and risk. Complaints in respect of transport shall be submitted immediately by the Customer to the last carrier on receipt of the products or the shipping documents.
8.3 Insurance against risk of any kind is the responsibility of the Customer.
9 - Inspection and Taking-over of the Supplies
The Customer shall inspect the supplied products within 5 days after having received them and shall immediately notify Novasina in writing of any deficiencies. If the Customer fails in doing so, the products shall be deemed to have been taken over.
10 - Warranty and Disclaimer
10.1 Novasina hereby warrants that the product delivered will be free from defects in material and workmanship.
10.2 Unless agreed otherwise , the warranty shall be valid for 24 months after the date of delivery. For wear parts such as measurement cells, protection filters and humidity calibration standards the warranty is only valid for problems clearly classified as material defects or defects due to the workmanship during production. Defects due to inappropriate modification or use are not covered.
10.3 Goods or parts of goods proven to be defective shall, at Novasina’s or its designee’s option, be repaired, exchanged for other goods or taken back against credit of the invoice amount. Novasina reserves the right to reduce the invoice value by an amount of diminution. In case of replaced or repaired goods, this warranty shall be valid for 6 months after the day the repair of the goods is completed or the goods are replaced.
10.4 The warranty expires prematurely, if the Customer or a third party undertakes inappropriate modifications or repairs or if the Customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and give to Novasina the possibility of remedying such defect.
10.5 With respect to any defective material, design or workmanship, the Customer shall not be entitled to any rights and claims other than those expressly stipulated in article 10.2 and 10.3
10.6 Not mentioned claims for compensation, for reduction, for termination and for withdrawal of the contract are excluded. Novasina shall not be liable for any direct, indirect, consequential or incidental damages, including damages for loss of business, information, loss of profits, production interruption and the like, subject to the compelling product liability law.
11 - Governing Law
The present contract shall be governed in all respects by Swiss Law
12 - Jurisdiction
The place of jurisdiction for any disputes shall be at the registered office of Novasina.
13 - Final Provisions
13.1 Novasina shall not acknowledge any General Terms of Business other than these provided herein. Customer hereby expressly waives the application of Customer’s own General Terms of Business.
13.2 Novasina’s acceptance of a purchase order shall not be deemed as an acceptance of Customer’s General Terms of Business even if such cceptance appears in the purchase order.
13.3 The invalidity of a specific provision of these General Terms of Business shall not affect the validity of the remaining provisions.