General Terms and Conditions

1. These General Terms and Conditions (hereinafter referred to as ‘GTC’) apply to all orders (all services and deliveries) placed with ConWys AG, Rothenburg (hereinafter referred to as ‘ConWys’), unless otherwise agreed in writing between ConWys and the customer. The GTC take precedence over the customer's general terms and conditions.
2. The German version of these GTC is authoritative. The other versions are for information purposes only.
3. Should any provision of these GTC prove to be wholly or partially invalid, it shall be replaced by a provision agreed between the parties that corresponds as closely as possible to the invalid provision in legal and economic terms.

1. Based on the customer's enquiry or requirements specifications, ConWys shall prepare a quotation detailing the services to be provided or products to be delivered (hereinafter referred to as ‘products’).
2. The quotation shall contain the scope of services, prices (excluding VAT, advance recycling fees, customs duties and other additional costs), provisional delivery and payment terms, and the period of validity of the quotation.
3. The offer contains a reference to these General Terms and Conditions.
4. ConWys accepts no liability for printing and typing errors in offers and is not bound by them.
5. Quotations, any drawings and samples, as well as the specifications of written quotations or products, remain the property of ConWys. They may not be disclosed to third parties or used for their own purposes. In particular, quotations may not be used to obtain competitive quotations, even if the commercial conditions are covered.

By accepting the offer in writing, the customer confirms that they have read and agree to these terms and conditions. They can also be viewed at any time on the ConWys website (currently: https://www.conwys.ch/agb.php). The provisions of the offer take precedence over the terms and conditions.

1. Upon receipt of the customer's acceptance of the offer, ConWys shall send the customer a written order confirmation. The order confirmation shall contain the scope of services, prices (excluding value added tax and advance recycling fees, customs duties and other additional costs), delivery and payment terms.
2. If there are any discrepancies between the customer's acceptance of the offer and ConWys' order confirmation with which the customer does not agree, the customer must notify ConWys of this in writing without delay. In this case, no contract shall be concluded and ConWys shall have no performance or financial obligations. If the customer does not respond in writing to ConWys' order confirmation, the order confirmation shall be deemed accepted. ConWys accepts no liability for printing and typing errors on order confirmations and shall not be obliged to fulfil any obligations arising therefrom.

1. A contractual relationship shall only come into effect once ConWys has confirmed in writing the offer accepted by the customer without reservation (see section 4).
2. Ongoing events affecting the fulfilment of the contract for which ConWys is not responsible shall entitle ConWys to withdraw from the contract by means of a written declaration to the customer without any obligation to pay compensation. Such events beyond ConWys' control include, in particular, cases of force majeure, delivery delays by ConWys' suppliers, industrial unrest, labour shortages as a result of general market changes, delivery and transport disruptions, etc.

6.1 Scope of services

1. The scope of services is based on the order confirmation.
2. A user manual including installation instructions will be provided to the customer upon delivery.

6.2 Performance dates and partial deliveries

1. The delivery dates and implementation times are based on the order confirmation. However, these are only approximate values. ConWys shall endeavour to meet the deadlines it has specified.
2. Delayed deliveries shall not entitle the customer to claim damages or withdraw from the contract. Nor can any legal warranty be derived from this.
3. ConWys is entitled to make partial deliveries and provide partial services.

7.1 Prices

1. Prices are specified in the respective order confirmation or in the quotation on which the order confirmation is based.
2. Deliveries with a net goods value of less than CHF/EUR 100.00 are subject to a processing surcharge of CHF/EUR 15.00.

7.2 Payment terms

1. Unless otherwise stated in the order confirmation, the invoiced amount is due for payment net within 30 days of receipt of the products. Bills of exchange or cheques will only be accepted by agreement and free of costs and expenses for ConWys.
2. For payments not made in accordance with the contract, default interest of 10% will be charged on the amount due for payment.
3. The customer's invocation of defects does not release them from the obligation to comply with the payment deadlines. Offsetting against counterclaims is excluded. In the case of partial deliveries and partial services, ConWys is entitled to invoice these separately.

1. Unless otherwise agreed, transport shall be at the expense and risk of the customer. ConWys must be notified in good time of any special requests regarding shipping and transport. Complaints relating to shipping or transport must be addressed by the customer to the last carrier immediately upon receipt of the deliveries. ConWys must also be notified at the same time. In the absence of an immediate complaint, the transport or shipping shall be deemed to have been carried out without defect.
2. The customer shall be responsible for insuring the products against damage of any kind from the point at which the benefits and risks are transferred.

Benefit and risk are transferred to the customer when the products are handed over for shipment. This applies regardless of whether the delivery or transport is subject to any Incoterms rules or who arranged for the transport of the products.

1. The return of fault-free products requires the express prior consent of ConWys. A request for return can only be made to ConWys within ten (10) days of receipt of the products. If ConWys agrees to a return, the products shall be returned at the customer's expense. The corresponding original delivery note must be enclosed. The products must be returned in their original packaging.
2. ConWys will reimburse the customer 50% of the net value of the goods up to a maximum of CHF/EURO 200.00 for returned products. For a net goods value above CHF/EURO 200.00, ConWys will reimburse 80% of the net goods value. Any extraordinary expenses incurred by ConWys in connection with the return will be charged to the customer additionally.
3. Special designs will not be taken back.

12.1 Principle

ConWys warrants that the services will be provided in accordance with the order confirmation, that deliveries will be made accordingly, and that the products are fit for their intended use. Defects must be reported by the customer in writing in accordance with Section 10. The warranty is limited, at ConWys' discretion, to the replacement of defective products or to rectification. Any further warranty is expressly excluded. Liability for indirect and consequential damages (including liability under the Product Liability Act) is also excluded to the extent permitted by law. The warranty period is 24 months from the date of dispatch of the products by ConWys. 2 Improper handling, installation and assembly

No warranty shall apply to defects and damage resulting from improper handling, installation or assembly – for example, not carried out in accordance with the instructions or guidelines in the user manual – or otherwise careless handling, incorrect storage or other mishandling of the products by the customer or third parties.

12.3 Deviations from manufacturer information

ConWys shall not be liable for any deviations between the description of the delivered products in the offer conditions or order confirmation and the product specifications published in writing by the manufacturer. The relevant manufacturer information can be requested at any time.

12.4 Obligations of the customer

1. The customer acknowledges that the products delivered by ConWys are intended for further use or installation by the customer at or by its customers. The customer therefore expressly undertakes to inform the customer or end user about the risks involved in handling the products and to instruct them accordingly. The customer further undertakes to provide the customer or end user with the relevant user manuals and to obtain confirmation of receipt thereof. The customer must also comply with all obligations and take all measures relating to the further use of the products that arise from the applicable legal provisions, such as product liability laws. The customer must provide ConWys with proof of compliance upon first request. By accepting the offer, the customer also confirms that they have secured adequate insurance cover for their activities in which they sell, transfer or otherwise dispose of the products to third parties.

12.5 Exclusion in the event of late payment

Warranty claims can only be asserted by the customer if the customer has fulfilled its contractual obligations, in particular its payment obligation.

1. The products remain the property of ConWys until the invoice has been paid in full. Entry in the retention of title register is reserved. In the event that the customer resells the products to third parties before payment, the customer assigns the claims to which they are entitled against these third parties to ConWys, up to the amount invoiced by ConWys to the customer. The customer remains obliged to pay ConWys to the extent of the outstanding claim. The customer is obliged and ConWys is entitled to inform the said third parties that payments can only be made to ConWys. In addition, the customer shall provide ConWys with the names and addresses of these third parties without being asked to do so. If the products are processed by the customer, they shall remain the property of ConWys. In the event of resale of the processed products, paragraph 2 above shall apply mutatis mutandis.

The customer is not entitled to assign any claims arising from the contractual relationship.

Swiss law applies to this contractual relationship. The exclusive place of jurisdiction for all disputes arising in connection with the order, including these GTC, is Rothenburg, subject to any deviating mandatory places of jurisdiction under federal law. ConWys is entitled to sue the customer at its place of jurisdiction at its own discretion.

These General Terms and Conditions are valid from 1 November 2024.