1. General information
1.1
These General Terms and Conditions (hereinafter referred to as "GTC") apply to orders for goods from the product range of PBT AG as well as to all services, offers, deliveries and other services of PBT AG in the version valid at the time of the order.
1.2
The customer's contractual partner is PBT AG, Dufourstrasse 71, 8570 Weinfelden, Switzerland, Tel.: +41 71 633 21 51, e-mail: email hidden; JavaScript is required (hereinafter "PBT").
1.3
These GTC form an integral part of the contract concluded between PBT and the customer. Provisions deviating from the GTC shall only become legally binding if they are expressly accepted by PBT in writing. PBT does not accept any general terms and conditions of customers or partner companies.
1.4
The protection of your personal data is important to us. We undertake to process your data in accordance with the applicable data protection regulations. By using our services and/or concluding a contract, you declare that you agree to our freely available data protection declaration on our website www.pbt-ag.com/en/privacy-policy.
2. Order process, quotation and conclusion of contract
2.1
The offers in catalogs or on the website of PBT are not binding offers. In the case of orders received in person, by telephone, by post or by fax, a contract is only concluded by PBT's declaration of acceptance, i.e. an order confirmation sent to the customer by e-mail, by post or by fax, but at the latest by the dispatch of the ordered goods or the notification of collection.
2.2
If the ordered goods are not available or the ordered service cannot be provided, PBT reserves the right not to accept the customer's offer, so that no contract is concluded. The customer will be informed of this by e-mail. Any payments already made for the ordered goods or services will be refunded to the customer in this case.
2.3
Should it become apparent after conclusion of the contract that the ordered or processed goods cannot be delivered either in part or in total due to force majeure or for other reasons for which PBT is not responsible, PBT is entitled to withdraw from the contract in whole or in part. The customer will be informed of this by e-mail. Any payments already made for the corresponding goods will be refunded to the customer either in full (in the event of complete withdrawal) or in relation to the undeliverable goods (in the event of partial withdrawal). The customer may not assert any further claims.
2.4
The written offers of PBT for the planning, development or production of machines or machine parts or for the planning and development of software and for the provision of development, project planning, installation, assembly, consulting, training, maintenance or other services are non-binding for PBT until the written order confirmation. PBT reserves the right to make corresponding adjustments, even in the case of offer prices confirmed in writing, should changes in the calculation basis arise during the execution of the order due to price increases, additional fiscal burdens, customs increases or currency fluctuations.
2.5
All information, service descriptions, photos, media data, product details, product photos, technical specifications, accessory relationships etc. on the PBT website are provided without guarantee. PBT also accepts no liability for the content of external websites and linked partner companies.
2.6
All product and project descriptions, operating and operating instructions, images, photos, text and media data, plans, systems, diagrams, prototypes, models and designs originate from PBT - unless expressly indicated otherwise - and are subject to the sole right of use by PBT. Intellectual property rights associated with these remain the intellectual property of PBT in all cases. Without the consent of PBT, the customer may not use, copy, reproduce or hand them over to third parties. If no contract is concluded, the customer must return these documents to PBT in full.
2.7
1. The [Distributor/Buyer/Customer] shall not sell, transfer, export or re-export, directly or indirectly, to the Russian Federation or the Republic of Belarus, or for use in the Russian Federation or the Republic of Belarus any Machines, spare parts, wear parts, tools or any other products supplied under or in connection with this quotation that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 (as amended) or Article 8g of Council Regulation (EU) No 765/2006 (as amended).
2. To the extent intellectual property rights or trade secrets (including rights to access or re-use any material or information protected by intellectual property rights or protected as trade secret) related to common high priority items as listed in Annex XL of Council Regulation (EU) No 833/2014 or Annex XXX of Council Regulation (EU) No 765/2006 (as amended) are provided by PBT (and its subsidiaries) the [Distributor/Buyer/Customer] warrants to PBT (and its subsidiaries) that it shall prohibit possible sublicensees from using such intellectual property rights, trade secrets or other information in connection with such common high priority items that are intended for sale, supply, transfer or export, directly or indirectly, to the Russian Federation or the Republic of Belarus, or for use in the Russian Federation or the Republic of Belarus.
3. The [Distributor/Buyer/Customer] shall undertake its best efforts to ensure that the purpose of paragraph 1 and 2 is not frustrated by any third parties further down the commercial chain, including by possible resellers or sublicensees.
4. The [Distributor/Buyer/Customer] shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers or sublicensees, that would frustrate the purpose of paragraph 1 and 2.
5. Any violation of paragraphs 1–4 shall constitute a material breach of an essential element of the quotation, and PBT (and its subsidiaries) shall be entitled to seek appropriate remedies, including, but not limited to:
a. termination of the quotation; and
b. a penalty of 100% of the total value of quotation or price of the [Products] exported under the quotation, whichever is higher.
6. The [Distributor/Buyer/Customer] shall immediately inform PBT (and its subsidiaries) about any problems in applying paragraphs 1–4, including any relevant activities by third parties that could frustrate the purpose of paragraph 1 and 2. The [Distributor/Buyer/Customer] shall make available to PBT (and its subsidiaries) information concerning compliance with the obligations under paragraphs 1–4 within two weeks of the simple request of such information.
3. Regulations in the country of destination and protective devices
3.1
The customer must draw PBT's attention to special technical requirements as well as to the legal, official and other regulations at the place of destination at the latest when placing the order, insofar as these are relevant to the delivery of the product.
3.2
In the absence of a reference pursuant to Section 3.1 of these GTC, the deliveries and services shall comply with the regulations and standards at the registered office of PBT in Switzerland. Additional or other protective devices are only supplied insofar as this is expressly agreed.
4. Delivery
4.1
If the customer decides to ship goods, he will be notified by e-mail when the goods have been handed over to the carrier for shipment. PBT reserves the right to select the carrier. For deliveries abroad, customs duties, taxes and fees may be incurred which are not included in the total price shown.
4.2
The risk of the goods shall pass to the customer at the factory from the date of notification of readiness for dispatch. If the transport is organized by PBT, PBT insures the goods against transport damage if the value of the goods exceeds the maximum liability limit of the carrier. The insurance covers the actual damage incurred during transportation, up to a maximum of the value of the goods at the time of the order. In order to safeguard claims against the carrier and/or the insurance company, the customer must check the goods for intactness and completeness upon acceptance of the shipment. In the event of externally recognizable transport damage or differences in quantity, the customer must make a precise and detailed reservation with the carrier. Transport damage or differences in quantity that are not externally visible must be reported to PBT's customer service immediately, but at the latest within five days (Tel.: +41 71 633 21 51 or e-mail: email hidden; JavaScript is required). In the event of complaints, all parts of the original packaging must be retained. Unconditional acceptance (in the case of externally recognizable transport damage or quantity differences) or after expiry of the five-day period (in the case of externally unrecognizable transport damage or quantity differences) forfeits the claim against the carrier and/or the insurance company.
4.3
The customer is obliged to accept the shipment. If a shipment proves to be undeliverable and the goods are returned to PBT by the carrier, PBT reserves the right to waive the subsequent fulfillment of the customer's obligations with regard to the goods not accepted without setting a grace period. PBT is also entitled to claim damages for non-performance of the contract.
4.4
If the customer decides to collect the goods from PBT's premises, he will be notified by e-mail when the order is ready for collection. The risk of the goods shall pass to the customer upon notification of collection. For collection, the customer must present the collection notification and a photo ID issued by an authority (identity card, driver's license, passport, etc.). The customer is obliged to collect the order from PBT within 10 days of receiving the collection notification. If the customer does not collect the order within this period, PBT reserves the right to waive the subsequent fulfillment of the customer's obligations without setting a grace period with regard to the uncollected goods. PBT is also entitled to claim damages for non-performance of the contract.
4.5
If the product is not delivered within the period agreed with PBT due to circumstances independent of the will of the parties, which are to be qualified as cases of force majeure, such as war, labor disputes, insurrection, fire, official seizure, embargo, etc., either at the customer, PBT or a supplier plant, the delivery period shall be extended for the duration of the delay caused by this. Any liability of PBT for direct or indirect damages of the customer is excluded.
4.6
PBT's obligation to perform the service begins at the earliest as soon as a) all technical details have been clarified, b) the customer has created the technical and legal prerequisites, c) PBT has received agreed advance payments or security deposits, and d) the customer fulfills his contractual advance performance and cooperation obligations, in particular also those mentioned in the following section.
In the case of installations to be carried out by PBT, the customer is obliged to ensure that work can begin immediately after the arrival of our installation personnel. The customer must arrange for the necessary permits from third parties as well as notifications and permits from authorities at his own expense. The energy and compressed air required for the performance of the service, including trial operation, must be provided by the customer at his own expense. The customer must provide PBT free of charge with lockable rooms that are not accessible to third parties for the stay of the assembly personnel and for the storage of tools and materials for the duration of the performance of the service. The customer is liable for ensuring that the necessary structural, technical and legal requirements for the work to be produced or the object of purchase are met, which were described in the contract or in the information provided to the customer prior to conclusion of the contract or which the customer must know due to relevant specialist knowledge or experience. The customer is also liable for ensuring that the technical systems such as supply lines, cabling, networks and the like are in technically perfect condition and compatible with the works or objects of purchase to be produced by us. PBT is entitled, but not obliged, to check these systems for a separate fee. In particular, the customer must provide the necessary information about the location of concealed power cables from the start of the installation work.
4.7
Any liability of PBT for direct or indirect damages of the customer resulting from delay in delivery is, as far as legally permissible, excluded.
5. Price and payment
5.1
All prices on the website or in PBT catalogs are quoted in Swiss francs (CHF) and are exclusive of VAT. Shipping, packaging, assembly and any other additional costs (e.g. surcharges according to the selected means of payment) are shown separately and charged to the customer additionally. Any adaptation to cantonal, local or in-house regulations of the customer will also be charged separately. In the case of development, project planning, installation, assembly, consulting, training, maintenance or other services provided by PBT, the prices are net. The applicable statutory value added tax will be charged additionally.
5.2
The payment options specified in the order process are available to the customer. PBT reserves the right to exclude customers from individual payment options without giving reasons or to insist on payment in advance. When purchasing on account, the total amount must be transferred to the specified account within 30 days. When purchasing in advance, the invoice must be paid within 10 days. Otherwise PBT may cancel the order. For development, project planning, installation, assembly, consulting, training, maintenance or other services to be provided by PBT or also for the payment of goods ordered or to be developed, the payment of a deposit or partial payments can be agreed with the customer.
5.3
The customer shall be in default without reminder upon first delivery or unsuccessful delivery attempt of the goods, first collection or upon expiry of the ten-day collection period (see Section 4.4) or upon expiry of the payment periods for payment by invoice (see Section 5.2) or upon expiry of the agreed payment period. PBT is free to suspend all further deliveries or services in whole or in part until all due claims have been settled. In addition, in the event of default, PBT has the right to block the control of purchased goods and to announce the activation code only after the due debt has been paid. Furthermore, no guarantee is granted for outstanding payments. PBT also reserves the right, after the expiry of a grace period of at least 10 days set by it, to waive the subsequent fulfillment of the customer's obligations in whole or in part, to reclaim any goods already delivered in whole or in part and to claim damages for non-performance of the contract.
6. Retention of title
6.1
Until the transfer of ownership, the delivery item may not be pledged, resold or moved to other locations without the consent of PBT.
6.2
In the event of a change of domicile of the customer, the customer is obliged to inform PBT immediately.
6.3
The customer is obliged to treat the delivery item or the product with all due care in accordance with its intended use, to carry out the usual maintenance and the maintenance specified by PBT or the manufacturer.
6.4
Before taking possession of the delivery item or product, the customer is obliged to insure the object of purchase adequately against fire, natural hazards, machine breakage, etc. with a recognized insurance company based in Switzerland until full payment has been made.
7. Warranty and liability
7.1
Provided that the customer complies with the inspection and complaint obligations in accordance with the law, PBT warrants the functions and the contractually agreed performance and characteristics of the products for a period of 24 months in the case of one-shift operation, provided that PBT has planned, developed and commissioned the products. The warranty period begins with the dispatch of the deliveries ex works or with the possibly agreed acceptance of the deliveries and services or, if PBT has also taken over the assembly, with their completion.
7.2
The warranty does not cover normal wear and tear or the consequences of improper handling or damage by the customer or third parties or defects caused by external circumstances. In any case, a warranty claim only exists if the products developed by PBT have been installed and put into operation according to PBT's specifications, if no external interventions have been made and proper maintenance has been ensured. Furthermore, PBT's warranty expires if the terms of payment are not met. The warranty for consumables and wearing parts (e.g. tools, chains and guides) is also excluded.
7.3
In the case of used machines or parts, the warranty is excluded to the extent permitted by law, unless PBT has expressly stated otherwise in writing.
7.4
PBT's warranty obligation or liability is excluded if the defects are based on the materials supplied by the customer or a design prescribed by the customer.
7.5
PBT shall only be liable and provide a warranty for parts delivered and installed by the customer if defects were not recognizable during a proper inspection of the goods and the products sold are used as intended. Furthermore, the assembly and installation instructions must be observed, the products must not be overloaded, overstressed or disassembled, and no unsuitable third-party parts may have been used. The installation must be carried out professionally.
7.6
If the function of the product is disturbed during the warranty period and if the defect was reported by the customer in due time and form, PBT shall remedy the fault free of charge - except in the cases listed in sections 7.2 to 7.5 - provided that PBT was informed of the fault during normal working hours; any other claims of the customer are excluded. Before handing over storage media to PBT, the customer must make backup copies of data stored on computers, hard disks or other storage media, as these may be lost or damaged (e.g. during a repair). PBT accepts no liability for data loss or data damage.
7.7
All information (product descriptions, illustrations, films, dimensions, weights, technical specifications, accessory relationships and other information) on the website or in PBT catalogs are subject to errors and do not constitute a guarantee of properties.
7.8
The assignment of warranty claims is excluded.
8. Liability
PBT excludes any liability regardless of the basis of liability and claims for damages against PBT and any auxiliary persons and vicarious agents to the fullest extent permitted by law. PBT also assumes no liability for goods delivered by third parties or partner companies of PBT and for development, project planning, installation, assembly, consulting, training, maintenance or other services provided.
9. Sample parts
Any sample material required for the design, adaptation and commissioning of the delivery item or the product as well as existing standard regulations must be made available to PBT free of charge and carriage paid. If this material is no longer required, it will be returned to the customer or disposed of professionally by PBT at PBT's discretion.
10. Software usage
Insofar as software is included in the scope of the order, PBT grants the customer a non-exclusive, non-transferable and only project-related right to use the delivered software including its documentation. This license of use applies exclusively to the customer's own use in connection with the delivered product and at the designated location. The use of the software for products other than the product supplied by PBT is prohibited. Copies may only be made for archiving and backup purposes. In particular, the customer may not disassemble, decompile, decrypt, reverse engineer or otherwise process the software without the prior written consent of PBT. In the event of infringement, PBT may revoke the right of use.
11. Data protection
11.1
PBT is entitled to process and use personal data of the customer as part of the processing of the contractual relationship and to use it for marketing purposes. PBT shall comply with the applicable provisions of the Swiss Data Protection Act. In particular, the customer agrees that PBT may also disclose such data to third parties in Switzerland and abroad for the purpose of processing and maintaining the business relationship between the parties, unless otherwise agreed in writing.
11.2
The customer shall ensure compliance with all legal regulations regarding the recording and/or processing of images, sound and personal data and shall indemnify PBT against any violations of these regulations.
12. Final provisions
12.1
Should any clause in these GTC be or become invalid, illegal or unenforceable, this shall not affect the validity of the other clauses.
12.2
Swiss substantive law, excluding the conflict of laws and international law, in particular the UN Convention on Contracts for the International Sale of Goods, shall apply exclusively.
12.3
To the extent permitted by law, the exclusive place of jurisdiction for disputes arising from or in connection with these GTC or otherwise from the legal relationship between the customer and PBT, irrespective of their legal nature, shall be Weinfelden, Switzerland.
12.4
The German version of these GTC shall prevail in the event of discrepancies with the version in another language.