GENERAL

 

1.1      Orders  must be in writing (i.e. including telefax or e-mail). All other arrangements  must also be in writing.

 

1.2      Any  offers made by EBT swiss engineering AG are not binding. A contract is only validly  concluded upon issuance of the written (i.e. incl. telefax of e-mail) order  confirmation of EBT swiss engineering AG.

 

1.3      These  terms and conditions of sale are binding. Any deviating terms  and conditions of the ordering party are valid only insofar as they are  accepted expressly and in writing by EBT swiss engineering AG.

SCOPE OF DELIVERY, PASSING OF BENEFITS AND RISK 

 

Scope  and details of the delivery and services of EBT swiss engineering AG are exhaustively  set out in the order confirmation including any annexes or written  addenda to said order confirmation.

 

Benefits and risk pass to the ordering party on the  date when dispatch is ready at the plant and as notified in writing  (i.e. incl. telefax of e-mail) to the ordering party.

 

PRICES

 

3.1      All  prices are calculated net, ex works, without packaging, without dispatch or  delivery and without any discounts whatsoever.

 

3.2      EBT  swiss engineering AG reserves the right to adapt prices if material prices  or wage rates change between the time of the order and the time of  contractual performance for at least 5%.

 

An adaption of price may also be made based on  changed costs if the delivery period is extended by the ordering party.

 

PAYMENT TERMS/PLACE OF PERFORMANCE

 

4.1      Payments  are due within 30 days after the notified date of readiness for dispatch,  unless defined otherwise in the order confirmation. Payments must be made at  the domicile of EBT swiss engineering AG and without any deductions. Setting-off  with alleged counterclaims of the ordering party is not allowed.

 

4.2      If  the ordering party fails to comply with the agreed payment deadlines, EBT  swiss engineering AG is entitled, upon issuance of a written warning to  charge, starting as of the due time for payment, default interest, which is  equivalent to the then current discount rate of the Swiss National Bank  but at least 5%. In addition, it may withhold its deliveries without  penalties for default and pursue any other legal remedies for default  against the ordering party.

 

4.3    In  case of delayed payments or reasonable doubt with regard to the solvency or  creditworthiness of the ordering party, EBT swiss engineering AG is entitled  to request prepayments for not yet or not entirely executed deliveries and to  declare any and all claims based on a pending order immediately due for  payment.

 

DATE OF DELIVERY

 

5.1      If  the date of delivery is not expressly fixed in the order confirmation, it occurs  as soon as the contract is concluded, the major technical points have  been straightened out with the ordering party and the authorities, and any  agreed down payment has been made, but not until a suitable preparation  and production time has passed.

 

5.2      The  delivery time is extended as appropriate:

 

a)       if EBT swiss engineering AG does not  receive the details on time that it needs for performance of the contract or  if the ordering party subsequently amends these details and thereby causes a  delay in delivery;

 

b)       if obstacles arise that EBT swiss  engineering AG cannot prevent despite due care, irrespective of whether they  arise at EBT swiss engineering AG, the ordering party or a third party.  Examples of such obstacles are epidemics, war, insurrection, major equipment  failure, accidents, labour disputes, delayed or defective provision of necessary materials, official measures or omissions, natural events.

 

5.3      The  ordering party is entitled to claim default damages for delayed deliveries  if a delay was demonstrably the fault of EBT swiss engineering AG  and the ordering party can prove loss as a consequence of this delay. The default damages amount to 1% for each full week of the delay, but not more  than 5% in total, calculated based on the contract price of the delayed part  of the delivery. The first two weeks of the delay do not give rise to any  claim for default damages.

 

Once the maximum of the default damages has been  reached, the ordering party must set in writing a suitable extension of time  to EBT swiss engineering AG. If this extension of time is not observed for  reasons for which EBT swiss engineering AG is responsible, the ordering  party is entitled to refuse acceptance of the delayed part  of the delivery and to withdraw from the contract for such part.

 

5.4      The  ordering party has no rights and claims due to delay of the delivery  or services other than those expressly stipulated in this section 5.  This limitation does not apply to unlawful intent or gross negligence of EBT swiss engineering AG but it does also apply to unlawful intent or gross  negligence of auxiliary persons.

 

WARRANTY,  LIABILITY FOR DEFECTS

 

6.1       The warranty period is 24 months. It begins at the time of take- over by  the ordering part If delivery is delayed for reasons beyond the control of EBT  swiss engineering AG, the warranty period ends not later than 24 months after  the notified date of readiness for dispatch. The warranty for defects expires  prematurely if the ordering party or third parties improperly carry out  assemblies, alterations or repairs.

     

6.2      Upon  receiving notices of defects duly prepared in writing by the ordering party  and if notified within 10 days upon discovery of such defects, EBT swiss  engineering AG undertakes to repair or replace at its plant as quickly as  possible all parts of the delivery that demonstrably become damaged  as a result of material defects, defective construction or  defective or faulty production before the expiry of the warranty period.

 

6.3      If  guaranteed characteristics are not or are only partly executed, the ordering  party is first entitled to immediate rectification by EBT swiss engineering  AG. If the defect is so serious that it cannot be remedied within a  reasonable time and if deliveries and services of EBT swiss engineering AG  fall well short of the guaranteed characteristics, the ordering  party has the right to refuse acceptance of the defective part or return such  part, respectively, and to withdraw to such extent from the contract. EBT  swiss engineering AG may only be obliged in this case to reimburse the  contributions that were paid to it for the parts affected by the withdrawal.

 

6.4      Excluded  from the warranty and liability of EBT swiss engineering AG are losses that  did not demonstrably arise as a result of material defect, defective  construction or faulty execution, but e.g. as a result of faulty transportation, storage and assembly, faulty maintenance, disregard of  regulations particularly in respect of restriction of free heat expansion,  introduction of forces from other plant parts, excessive thermal or  mechanical pressure, divergent chemical analysis of the materials coming into  contact with the apparatus, corrosion damage of any type, frost  damage and for other reasons beyond the control of EBT swiss engineering AG.

 

6.5      In  the event of occurrence of defects in material, construction or execution and  of absence of guaranteed characteristics the ordering party has no rights or  claims other than those specified in subsections 6.1 to 6.4.

 

EXCLUSION  OF FURTHER LIABILITY

 

All claims of the ordering party are excluded other  than those stipulated in these terms and conditions, irrespective of the  legal reason on which they are based. In no event do claims for damages of  the ordering party exist  that did not  arise in the delivery item itself such as lost production, loss of use, lost  profit and for other direct or indirect damage.

 

PLACE OF JURISDICTION AND APPLICABLE LAW

 

8.1      The  place of exclusive jurisdiction is the registered office of EBT swiss  engineering AG.

 

8.2      The  legal relationship is subject to material Swiss law with the exception of the  United Nations Convention on Contracts for the International Sale of Goods  (CISG, Wiener Kaufrecht).

 

IMPORTANT TECHNICAL NOTES:

 

1         IN GENERAL

 

1.1      SPECIFICATIONS

 

The specifications and dimensioning of the heat  exchanger are based on the figures set out in the specification sheets.

1.2      DEFINITION OF OPERATING UNITS 

 

The behaviour of a heat exchanger in the part-load  operational range can lead to distinct problems such as bad controllability  of predetermined process data, unstable temperature distributions and  irregular gas-side temperature distributions above the heat exchanger profile  and also the risk of freezing. Where operating data is known, the necessary  technical or construction measures can be taken.

1.3      FITTING OF APPARATUS

 

The gas-side inflow and outflow conditions of the  heat exchanger influence the heat transfer. They can also lead to flow-induced vibrations. Where building-side fitting conditions are known,  appropriate construction measures can be taken.

1.4      GASLIGHT EXECUTION

 

Apparatuses with box casings are, where not  specified, not executed tight gas-side. If a gastight execution is required,  the gas-side over- or under- pressure must be specified.

1.5      ASSEMBLY

 

Assembly must take place in the specified fitting  position. Rigid connections with transfer of static and dynamic forces to the  heat exchanger must be avoided by means of appropriate arrangement of wires  and links. The heat exchanger must be connected according to  specifications. Mechanical connections must be checked before activating the apparatus and retightened where necessary.

 

1.6      FREEZING

 

The necessary building-side frost protection  measures must be taken to prevent freezing.

 

1.7      ACTIVATION

 

To prevent a mechanical and thermal overload when  starting up (shock effect), the apparatuses must be put into operation as  gently and as slowly as possible.

Office / Sales / Workshop:

EBT swiss engineering AG

Tunnelstrasse 8

CH-8732 Neuhaus SG

Switzerland

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