General Terms & Conditions of Delivery (GTC)

  1. General
    1. These General Terms & Conditions of Delivery form an integral part of all the contracts concluded with HESS, except where otherwise agreed in writing.
    2. Customer’s conditions of purchase which differ from our GTC are herewith rejected. To be effective in law they need to be accepted by us expressly in writing. Even if we effect delivery without reservation, such conditions will not form part of the contract.
  2. Offers, orders
    1. Our offers are not binding unless they are expressly designated as such. A valid contract therefore only comes into existence through our written confirmation of an order or through the delivery of the goods.
    2. The statements contained in our leaflets, brochures, data sheets, inserts, drawings and other information materials are without obligation. They can become binding elements of a contract only when they have been expressly confirmed by us in writing.
    3. Details stated in offers on dryness, delivery date, weight, freight, etc. are given to the best of our knowledge but without obligation.
    4. HESS postulates for every order that the customer is familiar with and accepts our General Terms & Conditions of Delivery.
    5. The quantity, quality, description and specifications of the goods are stated definitively in HESS’s offer, or in the customer’s order, if it has been acknowledged and confirmed by HESS. Should difficulties arise in the procurement of materials or the execution of the order, HESS reserves the right to withdraw from the contract at any time, by written notification and without providing compensation.
  3. Doubtful ability to pay
    1. In the case of first orders or companies with insufficient creditworthiness, we reserve the right to deliver only against payment in advance.
    2. If circumstances come to our knowledge after conclusion of the contract which constitute reasons for doubting the customer’s ability to pay, we can make further deliveries dependent on the customer paying for the goods in advance. We can set the customer a reasonable date for advance payment of the goods and withdraw from the contract if we do not receive payment by the due date. The customer can, instead of payment in advance, furnish security by means of bank guarantee.
    3. Legitimate reasons for doubting a customer’s ability to pay are, among others, when an application is filed for the opening of insolvency proceedings on its assets or when it fails to make payment to us or to third parties by due date. The same applies when our credit insurers delete the customer’s name from the list of insured customers.
  4. Prices
    1. Unless otherwise stated, our prices are quoted in CHF (Swiss francs) or in EUR (euros) ex works. If, at the customer’s request, transport is organised by HESS, the costs of shipping, insurance, customs duty and the like will be invoiced separately. If HESS has offered a franco domicile price, this shall be understood to be – unless otherwise agreed – a DDU price (Incoterms), place of delivery as stated in HESS’s offer. If that place is unspecified, delivery will be to the customer’s company address.
    2. In the case of Swiss domestic deliveries, VAT will be charged by HESS at the rate valid at the time and shown as an additional item on the invoice. In the case of deliveries abroad organised by HESS, the invoice will not show or include VAT. When the goods are collected from abroad by the customers, HESS reserves the right to charge VAT on the invoice.
    3. Offers will be valid for 3 months unless otherwise stated in the offer document.
  5. Alterations to dimensions / Measurements
    1. Alterations to dimensions after confirmation of the order will depend on exact definition of the stage of production reached. The right is reserved to adjust dates and prices.
    2. Unless otherwise stated, all measurements are in millimetres. The first measurement refers to the length of the face veneers in fibre direction.
  6. Delivery time
    1. Unless otherwise agreed, the delivery time stated is the dispatch date from our works. It will as far as possible be adhered to, subject to our receiving our own deliveries on time. In the case of large orders HESS reserves the right to effect part deliveries.
    2. If we are prevented from meeting our obligations by the occurrence of unforeseen circumstances, which we were unable to avert despite using the utmost carer commensurate with the circumstances of the case, we will be entitled to extend the delivery period by the duration of the obstructive events. If the said circumstances make the delivery or the service impossible, we will be released from the obligation to deliver and from all the associated obligations. We will inform the client without delay of the occurrence of such events. If, in accordance with the above provisions, we are released from our delivery obligations, the customer will not be able to make any claims for damages. The same regulation will apply in the case of force majeure, and also operational breakdowns, lockouts and strikes, not only when such events affect us on our premises but also our suppliers on theirs.
    3. In the cases specified in subsection b), the customer will have the right to withdraw from the contract if the date or period stated in the order confirmation or the appropriately extended delivery period has been exceeded by more than 4 weeks, and if, thereafter, the customer has given us a reasonable new deadline which we have failed to meet. The delivery periods can be extended unilaterally by HESS if the customer fails to meet his contractual obligations, in particular the obligation to pay; the same will apply in cases of force majeure.
  7. Delivery and dispatch
    1. The choice of means of transport (road, rail, post or other) for the delivery of the goods to the customer will, unless otherwise agreed, be at the free discretion of HESS.
    2. HESS reserves the right to execute orders on the basis of single part-deliveries.
    3. Unless otherwise agreed, the customer shall accept delivery quantities of 10% more or less than ordered.
    4. When the agreed terms are ex works, delivery shall be at the customer’s risk. The transfer of risk to the customer shall take place at the time the goods are loaded at the HESS premises. In the case of franco domicile delivery the risk shall pass to the customer at the time of unloading.
    5. By signing the delivery documents the customer confirms that the goods have been received without sign of damage from the outside none lower-alpha.
  8. Warranty
    1. We guarantee that in the case of defective delivery we will replace the defective item or, as applicable, the defective part with a functionally operational item, or repair it, at our choice. Only when we have failed to meet this obligation, in spite of having been reminded twice, within a reasonable period of time in each case, can the customer require a price reduction or withdraw from the contract.
    2. The warranty will lapse when signs of damage occur in a delivered item which are due to incorrect handling, improper storage (with regard to stacking and and temperature, humidity, etc.) or to damage during transport occurring after transfer of risk.
    3. Complaints about defects apparent from the outside none lower-alpha must be submitted to us in writing no later than 8 days after receipt of the delivered item, and those about hidden defects immediately after their detection.
    4. Complaints about hidden defects must be submitted immediately after their detection, otherwise the goods will be deemed to have been accepted in spite of the defects. The complaint must in every case be in writing. The customer must give HESS the opportunity of checking the goods itself. In other respects the statutory provisions for the establishment of defects will be applicable (under OR Section?).
    5. No responsibility will be accepted for unsuitable materials which differ from those normally used for the manufacture of the product and which have been expressly stipulated by the customer. The same will apply to other deviations from the normal manufacture of the delivered item stipulated by the customer, except where we have expressly agreed in writing to their being included under the warranty.
    6. The warranty will lapse when work is done on the delivered items or they are otherwise handled incorrectly by the customer or by a third party without approval on our part or when the goods are otherwise tampered with or unprofessionally repaired. The same will apply to damage which is due to unprofessional installation.
    7. Every performance of warranty by HESS will be conditional on the customer having fulfilled the obligations related to inspection and filing complaints (under subsections c) and d).
    8. The warranty obligation will, unless otherwise agreed, lapse in every case one year after delivery of the goods (date of delivery) and will refer exclusively to defects which were already present at the time of transfer of risk (see section 7d).
    9. HESS reserves the right to rectify defective goods or to carry out subsequent delivery of faultless goods. If the customer decides against having the goods rectified or replaced by HESS and processes the goods on its own responsibility, HESS’s liability will in every case be limited to the invoice amount. No liability over and above that amount will be assumed by HESS. HESS will in particular not be liable for consequential damage, for direct and indirect financial loss (including the cost of installing and removing the defective goods) and for damage or loss which is due to the inappropriate use, processing, storage etc. of the goods.
  9. Terms of payment
    1. Except where otherwise agreed, the following terms of payment will apply: strictly net, without deductions, for payment within 30 days of invoice date. Unapproved deductions will be charged subsequently.
    2. If the due date for payment is passed without payment, the customer will automatically, after delivery of a written reminder, be in default. HESS reserves the right to charge the statutory interest on default as from the due date for payment or, if otherwise agreed, the contractually agreed interest on default. In addition all the further costs incurred by HESS connected with the delay in delivery will be charged, in particular the costs of legal action. Any discounts granted by HESS will lapse in the event of default on payment.
    3. Complaints filed by the customer in relation to defects will not entitle the customer to withhold payments.
  10. Retention of title
    1. The goods delivered will remain the property of HESS until the time of payment in full by the customer. HESS is entitled and authorised, in the case of Swiss customers, to have the retention of title entered at any time in the public register administered by the Debt Enforcement Office at the customer’s place of residence. The procedure for other customers will depend on the country concerned.
    2. As long as retention of title is in effect, delivered items may be sold or processed only in the normal course of business.
  11. Place of performance, court with jurisdiction and applicable law
    1. Swiss law shall be applicable. The United Nations Convention on the International Sale of Goods shall not be applicable.
    2. The place of performance for all the services related to the contract between HESS and the customer will be the place of HESS’s registered office.
    3. The courts at the place of HESS’s registered office will have exclusive jurisdiction for all disputes arising from or in connection with the contract.
    4. HESS will also have the right to start suit at any other court under whose law an area of jurisdiction has been established.

    5. Döttingen, 6th of January 2020