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