General Terms and Conditions (GTC)

1. General/Contractual Components
1.1 These general terms and conditions (hereinafter referred to as T&Cs) apply to all purchase contracts between Steinemann Fernwärme | RemCal AG (supplier) and customers (buyers) in Switzerland. By placing an order, the buyer acknowledges these T&Cs as part of the contract. The T&Cs also apply mutatis mutandis to the provision of services by the supplier in connection with the purchase contract (e.g. commissioning, assembly and planning work).

1.2 The contractual relationship between Supplier and Buyer is based in descending order of hierarchy on (1) the order confirmation, (2) the General Terms and Conditions and (3) the Swiss Code of Obligations.

1.3 Deviations from the General Terms and Conditions, including the adoption of other general terms and conditions (e.g. SIA standards, buyer's purchasing conditions), are only binding if expressly agreed in the order confirmation. In the event of a conflict, these General Terms and Conditions take precedence.

2. Order, order confirmation, order changes, cancellations
2.1 The supplier issues an order confirmation after receipt and acceptance of the order. This alone is decisive for the scope and execution of the delivery. The supplier reserves the right to reject orders without stating reasons.

2.2 Unless the Buyer objects to the order confirmation in writing to the Supplier within 7 days of the order confirmation being sent, the order confirmation, in particular the specifications listed therein, shall be deemed to be binding.

2.3 Materials or services not included in the order confirmation will be invoiced separately to the buyer.

2.4 Order changes or cancellations after expiry of the deadline as per clause 2.2 are only binding for the supplier if he agrees to them in writing. The costs arising from the order change are to be borne by the buyer.

3rd prize
3.1 The buyer is obliged to pay the price stated in the order confirmation plus VAT/LSVA and other costs stated in the order confirmation (e.g. for services). The payment conditions according to section 14 apply.

3.2 The prices stated in the supplier’s documentation may be changed at any time without prior notice and are exclusive of VAT/LSVA.

4. Illustrations, characteristics and technical conditions
4.1 The technical information, illustrations, dimensions, standard diagrams and weights contained in the supplier's documents can be changed by the supplier at any time and are not binding on the buyer unless expressly referred to in an order confirmation. We reserve the right to make design changes. The supplier can replace materials with other equivalent ones at any time.

4.2 When placing an order, the Buyer must inform the Supplier of all circumstances regarding the intended use of the goods that deviate from the Supplier’s recommendations.

5. Intellectual Property
All rights to technical drawings and documents that are handed over to the buyer remain the exclusive property of the supplier. Their modification, use, reproduction or distribution is only permitted with the written consent of the supplier. The supplier or its suppliers are and remain the owners of all intellectual property rights to the goods delivered, including trademark rights and any copyrights to software that forms part of the goods delivered.

6. Delivery conditions
6.1 The delivery date stated in the order confirmation is given to the best of our knowledge but is not guaranteed by the Supplier.
Delivery dates are only binding if this is expressly agreed. Unless otherwise agreed in the order confirmation, the supplier is not liable for damages and costs caused by delays.

6.2 If the ordered goods are not accepted by the Buyer on the agreed delivery date, the Supplier is entitled to invoice the goods to the Buyer and, if necessary, to store the ordered goods at the Buyer's expense.

6.3 In the case of orders on call, the supplier reserves the right to only produce the ordered goods after receipt of the call.

7. Shipping/Transport Conditions
7.1 The supplier is free to choose the means of transport. Unless otherwise agreed in writing:

• the transport costs are included in the product price;
• In the case of truck shipments, the supplier will ensure unloading using a lifting platform on the ground in a place accessible to trucks at its own expense. Unloading using a crane and bringing in materials are not included in the price and are at the buyer's expense;
• if the destination is not accessible for trucks, the buyer must specify a delivery location accessible for trucks in good time;
• Deliveries are made to mountain areas up to the Swiss valley railway station.

7.2 When accessories and spare parts are delivered, the buyer must bear the packaging and shipping costs, which will be invoiced to the buyer. 7.3 The packaging and means of transport used will be those which the supplier considers appropriate.

7.4 The buyer is obliged to notify the supplier in good time of any special requests in connection with transport, packaging and delivery (e.g. express or partial deliveries, special arrival times, special means of transport, packaging or destinations, unloading by crane, etc.) and to bear the additional costs incurred as a result. The supplier is not obliged to take special requests into account without consent.

7.5 Complaints regarding transport damage must be made in writing to the railway, post office or freight forwarder immediately after receipt of the goods by the Buyer.

8. Transfer of Benefit and Risk
If the buyer collects the goods from the factory or if the goods are shipped by a freight carrier or another third party on behalf of the supplier, the benefit and risk shall pass to the buyer when the delivery leaves the factory. If the transport and unloading are carried out by the supplier's personnel and equipment, the benefit and risk shall pass to the buyer when the goods are placed on the ground at the delivery location. If the goods are unloaded by personnel and
If the Goods have been transported by the Supplier's facilities, by the Buyer's personnel and/or facilities or by third parties on behalf of the Buyer, the benefit and risk shall pass to the Buyer upon arrival of the transport vehicle at the delivery location.

9. Return of goods
9.1 The supplier is not obliged to take back ordered goods. However, the supplier is free to take back catalogue goods against credit after prior written agreement with the buyer, provided that these are still part of the delivery program at the time of return and are brand new. The supplier is not obliged to return to the buyer any returns made without the supplier's prior written consent or to issue a credit note for them.

9.2 Credit notes will not be paid out unless otherwise agreed in writing, but will only be credited against other claims of the supplier against the buyer. The value of the credit note for agreed returns is determined by the supplier and is a maximum of 85% of the product price (excluding taxes, shipping and assembly costs). The following will be deducted from a credit note: inspection fee and any repair costs.

9.3 The return shipment must be sent back with the delivery note to the location specified by the supplier at the buyer’s expense and risk.

10. Inspection/Notification of Defects upon Receipt of Delivery
10.1 The buyer is obliged to examine the goods with all due care immediately after receipt. Any defects or deviations from the order confirmation must be reported in writing by the buyer within 8 days of receipt (sections 7.5 and 8 apply with regard to transport damage). If the buyer fails to do so, the supplier's deliveries and services are deemed to have been approved and no warranty claims can be made against the supplier.
become.

10.2 Defects that become apparent later and which are not discovered by the Buyer upon receipt of the goods and which could not have been discovered even in the event of a properly and carefully conducted inspection in accordance with clause 10.1 must be reported to the Buyer in writing immediately after they are discovered. In all other respects, clause 10.1 applies accordingly.

10.3 Acceptance tests requested by the buyer by the supplier must be agreed in writing with the supplier and are at the buyer's expense. If the acceptance tests cannot be carried out within the specified period for reasons for which the supplier is not responsible, the properties determined by these tests are deemed to exist until proven otherwise.

11. Warranty, warranty claims and warranty period
11.1 The supplier guarantees that the goods are free from defects at the time of delivery and that the goods correspond to the order confirmation. When providing services, the supplier guarantees careful execution.

11.2 In the case of defects reported in a timely manner, the supplier may, at its own discretion and at its own expense, either repair the defective products or parts thereof on site or at the supplier's factory or provide the buyer with appropriate replacement parts within a reasonable period of time. Clause 7 applies accordingly.

11.3 Rights of conversion or reduction, withdrawal from the contract and other claims of the buyer are excluded, subject to mandatory statutory provisions, in particular claims for compensation for damage that does not arise from the ordered goods themselves, compensation for replacement costs, costs for determining the cause of damage, expert opinions and consequential damage (e.g. interruption of operations, loss of use, loss of profit, costs for replacement systems, water and environmental damage, etc.). The exclusions in accordance with section 13 also apply.

11.4 If, in an emergency, the replacement or repair of defective parts must be carried out by the Buyer for compelling reasons, the Supplier shall, after obtaining the prior consent of the Supplier, reimburse the Buyer for the proven third-party costs incurred by the Buyer in accordance with industry standards. This does not include replacements abroad.

11.5 All warranty claims of the Buyer require a timely and formal notification of defects and expire, subject to mandatory statutory provisions, after two years from the date of delivery.

12. Warranty
12.1 The Supplier guarantees, subject to the reservations set out in clauses 12.2, 12.3 and 13, the perfect functioning of the goods and the perfect condition of the materials used for 24 months from commissioning, but for a maximum of 27 months from the delivery date.

12.2 The prerequisites for asserting warranty claims in accordance with section 12.1 are professionally carried out installation, commissioning by the supplier or a partner authorized by the supplier, careful and regular maintenance and the execution of all repairs and modifications to the goods by the supplier or a partner authorized by the supplier. The warranty expires if the buyer or third parties not authorized by the supplier carry out modifications or repairs to the goods or which affect the goods without the prior written consent of the supplier.

12.3 All parts subject to wear and tear (e.g. nozzles, seals, stuffing boxes, assembly material, etc.) are excluded from the guarantee, as are operating materials (e.g. coolants, etc.). Services are excluded from the guarantee.

12.4 Warranty claims must be made in writing to the supplier within the warranty period in accordance with clause 12.1. The supplier is not obliged to provide warranty services for claims made after the warranty period has expired.

12.5 The 10-year warranty claim for the DRWT WUF only applies to the double-pipe heat exchanger coil. A prerequisite for asserting warranty claims is a valid system service subscription from the supplier.

13. Disclaimer
13.1 Warranty and guarantee claims of the Buyer as well as any liability of the Supplier are excluded in the case of defects and damages caused or aggravated by:

• through the fault of the buyer, his assistants or third parties commissioned by the buyer;
• due to force majeure, external influences, fault of third parties, system concepts and designs that do not correspond to the state of the art, improper assembly and operation, failure to comply with the supplier’s instructions and guidelines, inadequate or careless maintenance or improper or
  careless work of third parties;
• due to failure to carry out downtime maintenance on fans, motors, compressors or pumps;
• through the use of improper heat transfer media, exposure to water, corrosion (particularly when using unsuitable antifreeze, connecting water treatment systems, decalcifiers, etc.), improper electrical connection, insufficient protection, aggressive water, excessive water pressure, improper decalcification or chemical or electrolytic influences;
• in systems that are emptied periodically or for longer periods or when operating with steam, when aggressive substances are added to the heating water, as a result of excessive sludge deposits and in the case of temporary or permanent introduction of oxygen.

13.2 Subject to mandatory statutory provisions, any liability of the supplier for damages not caused by the delivered goods themselves and for consequential damages (e.g. interruption of operations, loss of use, loss of profit, costs for replacement systems, water and environmental damage, etc.) is excluded.

14. Terms of Payment

14.1 All payments by the buyer are due within 30 days net from the invoice date (due date). The buyer is obliged to pay the statutory default interest on payments not made by the due date.

14.2 Deposit for orders over CHF 50,000: If the value of an order exceeds CHF 50,000, a deposit of 30% of the order value is due when the order is placed. This condition serves to cover the production or procurement costs that are incurred specifically for this order. The deposit must be transferred within 14 days of the order being placed. Payment of the remaining amount: The remaining amount of the order value is due immediately upon delivery of the goods or the complete provision of the service. Delivery is deemed to have taken place as soon as the goods have been handed over to the customer or, in the case of direct delivery, have been delivered by the transport company to the delivery address specified by the customer. Retention of title: The delivered goods remain the property of RemCal AG until all claims arising from the contract have been paid in full. The customer is obliged to treat the goods with care during the retention of title.

14.3 Set-off against counterclaims not recognised by the supplier is excluded.

14.4 The Supplier reserves the right to make acceptance of the order dependent on the agreement of an appropriate advance payment, which will be invoiced and due for payment immediately after the order has been confirmed by the Supplier, for orders of a volume to be determined by the Supplier at its own discretion.

14.5 The supplier is entitled to make the acceptance of orders or the delivery of pending orders dependent on compliance with the terms of payment and on the payment of outstanding amounts from previous orders. If the buyer does not comply with the terms of payment, the supplier is entitled to cancel orders that have already been confirmed.

15. Applicable law and place of jurisdiction
This contract is governed by Swiss law, excluding the rules of international private law and the Vienna Sales Convention. Subject to the mandatory legal provisions for contracts with consumers, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of RemCal AG in Flawil, St. Gallen, Switzerland.