Version 09/2022
I Basic Principle
1. Conclusion of the Contract
No contract shall bind Jansen AG unless and until it has been confirmed in writing by Jansen AG. Any and all agreements deviating from this written confirmation require the written consent of Jansen AG.
These General Terms and Conditions (“GTC”) apply to the processing of all our deliveries of goods and the related services, as well as services to Buyers. Any terms and conditions of the Buyer that conflict with or deviate from our GTC require our express written consent in order to be valid. Our GTC shall apply even if we perform the delivery to the Buyer without reservation in the knowledge of terms of the Buyer that conflict with or deviate from our GTC.
2. Transfer of Risk, Freight Costs and Damage in Transit
All shipments travel at the expense and risk of the Buyer. To the extent permissible by law, Jansen AG excludes all liability for damage which arises in connection with the transport of the goods, even if the damage has been caused by auxiliary persons.
Freight and transport costs for outbound and return transport shall be borne in full by the Buyer, regardless of whether or not the transport is arranged by Jansen AG.
All liability is excluded for accidents that occur when loading or unloading the products of Jansen AG, or in connection with auxiliary materials, such as belts, ropes, binding wire, etc.
3. Pricing, Scope of Delivery
All prices are in Swiss francs (CHF) excluding value-added tax (VAT), the heavy goods vehicle charge (HGVC), transport surcharge ex works (FCA) Oberriet (Canton of St Gallen), Switzerland. We reserve the right to make under and over deliveries of goods of up to 10%. Price changes and rounding differences may be made at any time.
4. Returns, Credits
Returns and resulting credits are only possible upon prior agreement and for current articles in perfect condition and in original packaging, in raw manufacturing lengths or complete sales units. The credit is composed as follows: billed price less 20% (minimum CHF 50) handling costs per item. Outbound and return freight charges shall not be reimbursed.
5. General Liability
Jansen AG is liable within the scope of the mandatory provisions of product liability. All other cases of breach of contract and their legal consequences as well as all claims of the customer are conclusively regulated in the present conditions. Unless and insofar as no other provision provides for a different handling, any further liability is excluded - except in the case of unlawful intent or gross negligence.
The contractual or non-contractual liability of Jansen AG in connection with damage attributable to acts or omissions of the legal representatives, employees and auxiliary persons of Jansen AG, as well as for the personal contractual or non-contractual liability of these persons, is excluded to the extent permitted by law. Any liability for damages on the part of Jansen AG, its bodies, its employees and any third parties called in by Jansen AG is - to the extent permitted by law and irrespective of the legal grounds - in any case limited to the price paid or to be paid by the customer in accordance with the contract.
In any case, liability for indirect damage / consequential damage incl. financial loss is fully excluded.
6. Delivery and Default
The delivery period shall commence on the date of the definitive and complete confirmation of the order. If Jansen AG consents to subsequent changes to the delivery, the delivery period shall start to run again. Jansen AG shall not be liable for accidents.
6.1 In the event of Force Majeure
For the purposes of these GTC, force majeure shall include any and all unforeseeable events in the service provision processes of Jansen AG, or third parties with which it has a contractual relationship, which could cause the provision of services to be disrupted (delayed, rendered impossible or more difficult, etc.). This includes acts of state with the same or similar repercussions (e.g. import and export bans, increases in duties, changes to permit practices).
Force majeure events include but are not limited to natural phenomena of a certain severity (earthquakes, volcanic eruptions, resource shortages and energy supply shortages [including but not limited to electricity, oil and gas], etc.), wars, acts of terrorism, boycotts, lockouts, authorised/unauthorised strikes, shortage of raw materials, epidemics and other serious incidents and their consequences in the locality of the business premises of Jansen AG or of third parties with which it has a contractual relationship.
In the event of such impairment of performance, Jansen AG shall be (i) released from the service obligation without compensation if performance is impossible, (ii) in case of default or (iii) in the event of disproportionate impediment to performance, entitled to propose a new delivery period to the Buyer in the former case or a new offer in the latter and, in the event of rejection, to withdraw from the contract. Should the provision of services by Jansen AG be otherwise disrupted, the legal consequences of (iii) above shall apply. Jansen AG shall not be liable in any of the above cases for damages for financial loss, particularly consequential damages, including pecuniary damages.
If, due to similar events (force majeure, acts of state or other circumstances), changes in the Buyer’s needs or interests should occur on the part of the Buyer, it shall remain obligated to make full payment to Jansen AG, irrespective of their foreseeability or the fault of the Buyer. The foregoing shall be subject to any other provision to be agreed between the Parties on a case-by-case basis.
6.2 In the event of Delays
To the extent permitted by law, Jansen AG rejects any liability in connection with any delays of less than 45 calendar days regarding the delivery date of the order. During this period, the Buyer shall not be entitled to withdraw from the contract. A claim for damages is excluded in its entirety.
In the event of a delay in the delivery date of orders of 45 calendar days or more, Jansen AG shall be (i) released from the service obligation without compensation if delivery of the service is impossible, (ii) in case of default or (iii) in the event of disproportionate impediment to delivery, entitled to propose to the Buyer a new delivery date in the former case (ii) and a different service in the latter (iii) and, in the event of refusal, to withdraw from the contract in each case. The compensation for damages shall be limited to the amount of the goods or services delivered too late.
7. Buyer’s Duty to Provide Information
The Buyer shall inform Jansen AG of any official provisions and legal standards that have or may have an effect on the delivery or use of the goods or services ordered or to be delivered.
The duty to provide information includes all provisions and legal standards that could have an impact on the service to be provided by Jansen AG. These include, but are not limited to, specifications concerning the characteristics and use of the goods ordered, official regulations, general and special police regulations, safety decrees, specifications concerning prohibited substances, etc.
Jansen AG rejects any liability in the event of claims arising from a breach and/or non-compliance with the aforementioned duty to provide information.
8. Duty to Examine Goods and Report Defects
The goods must be inspected immediately by the Buyer or recipient. If the inspection is not carried out or identified defects are not reported to Jansen AG in writing within 10 working days of receipt of the delivery, the possibility of asserting warranty claims shall lapse.
Jansen AG provides its warranties at its own discretion and limits them to the free replacement, the free repair of components that Jansen AG acknowledges as defective, as well as the return and cancellation of the goods concerned. Any further warranty claims of the Buyer, such as assertion of claims for consequential damages, pecuniary damages and compensation for damages are excluded.
9. Prohibition of Set-Off
The Buyer may not withhold payments due or offset them against actual or alleged counter-claims.
10. Payment Deadline and Reminder Fees
Unless otherwise agreed, invoice amounts are payable strictly net, without any deduction of any kind, within 30 days. The Parties acknowledge without reservation the payment date indicated on the invoice as the due date. Failure to comply with the payment deadline (payment date) shall result in default, no reminder being required. In the event of default on the part of the Buyer, all claims arising from the business relationship shall fall due for payment immediately, and the statutory default interest must also be paid.
11. Retention of Title
Until payment in full, including payment of all ancillary claims, the delivered goods shall remain the property of Jansen AG. Jansen AG is entitled to register the retention of title. If the goods are seized by a third party, or if the property rights of Jansen AG are otherwise infringed, the Buyer must notify Jansen AG immediately. In the event of a resale, the proceeds shall be deemed to have been assigned in advance to Jansen AG, notwithstanding any further claims on the part of Jansen AG.
12. Drawings and Tools
Jansen AG reserves the right of ownership and copyright over drawings, sample books, brochures and other documents. They may not be copied or made available to third parties. Tools and similar items for which the Buyer has assumed prorated costs shall also remain the property of Jansen AG. Jansen AG may dispose of the tools without giving prior notice once a period of two years from the date of the last delivery has expired.
13. Advice
All sketches, drawings, lists, brochures or other designs, processes and ideas proposed by Jansen AG are given to the Buyer for examination free of charge and without obligation as a voluntary service. It is the Buyer‘s responsibility to ensure, by manufacturing prototypes or by taking other suitable measures, that these designs, processes and ideas are suitable for the Buyer‘s purposes and that no industrial property rights, standards or regulations are infringed by their use. The requirements in the system documentation must be complied with in all cases. Deviations from the system specifications shall be the sole responsibility of the Buyer. Building requirements are not checked by Jansen AG. The liability of Jansen AG for such recommendations and advice is expressly excluded.
14. Amendments to the Present Provisions
These GTC may be amended and/or supplemented by Jansen AG at any time. The version of the GTC valid at the time of conclusion of the contract shall apply.
15. Severability Clause
Should any individual provision of these GTC be or become invalid and/or ineffective, in full or in part, (e.g. due to contradictory GTC [battle of the forms]), this shall not affect the validity or effectiveness of the remaining provisions or parts thereof.
Should individual provisions be invalid or ineffective, or should these GTC be incomplete, the Parties shall endeavour to reach a mutual solution before bringing the matter before a court.
16. Governing Law and Jurisdiction
The contractual provisions of the Parties shall be governed by Swiss law, excluding private international law and the Vienna Convention on Contracts for the International Sale of Goods. The ordinary courts at the registered office of Jansen AG (Switzerland) shall have jurisdiction over all disputes arising from or in connection with the contractual relationships between the Parties. Jansen AG reserves the right to take legal action against the Buyer at its registered office.
17. Binding Original Text
In the event of any discrepancies between the German version and a different language version of the GTC, the original German version shall apply in all cases.
18. Additional Terms for Selected Services and Products
For selected services and products, provisions shall also apply in addition to the aforementioned provisions, which – insofar as services and/or products in the following categories form an integral part of the order – shall also form an integral part of the contract and shall thus apply. These are as follows:
II. Supplementary Terms and Conditions for leased Items
III. Supplementary Terms and Conditions for Assembly Instructions
IV. Supplementary Terms and Conditions for Installation Service
V. Supplementary Provisions for Tests and Calculations
VI. Supplementary Terms and Conditions for Schüco Products
II. Supplementary Terms and Conditions for Leased Items
19. Transport
In the event that transport is carried out by the Lessee and/or by a third party commissioned by the Lessee, the Lessee shall take out corresponding insurance. Jansen AG shall not be liable for any damages which arise or have arisen in connection with the transport of the leased items unless the transport is carried out with vehicles of Jansen AG.
In order to protect the leased item, the original packaging must always be used during storage or transport.
20. Liability for Defects, Maintenance, Inspection and Reporting Obligations
20.1 Defects in the leased item at the time of delivery
The leased item must be inspected by the Lessee immediately at the time of delivery. If the inspection is not carried out, or if identified defects that exclude fitness for the intended use are not notified to Jansen AG in writing within four days of delivery, Jansen AG shall have no duty to rectify defects.
Jansen AG’s duty to rectify defects shall be limited to the replacement free of charge or, at its absolute discretion, to the repair free of charge of parts that are recognised by Jansen AG as defective and are not fit for the intended use. Any further defect remediation claims of the Lessee, such as a reduction in the rent or the assertion of damages for financial loss, are excluded.
20.2 Defects in the leased item during the lease term
The leased item must be used exclusively in a professional and appropriate manner. Any losses arising in connection with improper use of the leased item shall be borne in full by the Lessee. Any liability of Jansen AG is excluded.
During the term of the lease, the Lessee shall be responsible for the maintenance of the leased item and thus for any rectification of defects. Maintenance and any defect remediation shall be carried out in accordance with the instructions of Jansen AG. Defects may only be rectified upon prior consultation with Jansen AG. Any losses arising in connection with improper maintenance during the lease term shall be borne by the Lessee. Any liability of Jansen AG in this regard is excluded. This obligation on the part of the Lessee shall be duly taken into account when setting the rent. The Lessee is aware of the average maintenance costs of the leased item. If the Lessee is unaware of the average maintenance costs of the leased item, the Lessee shall notify Jansen AG accordingly. If the Lessee does not notify Jansen AG prior to the conclusion of the Agreement, the Lessee may not assert any claims on this basis and shall be presumed to be aware of the average maintenance costs.
21. Assembly Instructions for the Leased Item and Return
The leased item shall be assembled in accordance with the instructions provided by Jansen AG. Any damages incurred in connection with improper installation of the leased item shall be borne by the Lessee. Any liability of Jansen AG is excluded.
The Lessee shall return the leased item to Jansen AG in clean condition at the end of the lease period. Cleaning must be carried out professionally and with a non-harming cleaning agent. The instructions of Jansen AG in this regard must be followed. Any damages incurred in connection with improper cleaning of the leased item shall be borne by the Lessee. Any liability of Jansen AG is excluded.
22. Rent and Other Costs
In addition to the agreed rent, the Lessee shall be invoiced for the transport charges incurred by Jansen AG, the costs of replacing missing or defective materials and any costs for cleaning the leased item.
III. Supplementary Terms and Conditions for Assembly Instructions
23. Scope of Assembly Instructions
Assembly instructions for Jansen Plastic Systems shall be provided by employees of Jansen AG and are always subject to their availability. At the Buyer’s request, the available documentation and information material shall be made available to it.
In the course of providing assembly instructions, Jansen AG’s experts shall not perform any assembly, installation or testing work. These activities are to be carried out by the Buyer. The Buyer has no authority to issue instructions to Jansen AG's experts.
24. Appointment, Cancellation Conditions
The date for the provision of instructions shall be agreed separately after the conclusion of the contract between Jansen AG and the Buyer.
The date shall only become binding on Jansen AG upon written confirmation thereof.
Cancellations by the Buyer are possible free of charge up to 24 hours before the start of the appointment. If the appointment is cancelled on shorter notice, the full instruction fee shall apply and shall be invoiced to the Buyer. Any travel costs actually incurred shall also be invoiced to the Buyer. The same applies to accommodation costs or cancellation costs for accommodation, as applicable.
If an appointment is cancelled by Jansen AG, the Buyer may promptly request the arrangement of a substitute appointment for a date in the near future. The Buyer shall not have any further claims against Jansen AG based on the cancellation.
25. Usability of Assembly Instructions / Warranty
Jansen AG has compiled its assembly instructions carefully and based on its experience in the assembly of our systems. The assembly instructions are therefore to be understood as recommendations for use in normal cases. They do not claim to be complete, accurate or up to date. Any liability of Jansen AG is excluded. It is up to, and the responsibility of, the Buyer to check the applicability of the recommendations for its specific requirements and to carry out the assembly in a professional and proper manner.
Jansen AG shall only be liable for losses caused by its experts through wrongful intent or gross negligence. Otherwise, any liability of Jansen AG is excluded. For the sake of clarity, this exclusion applies particularly to consequential damages, including pecuniary damages.
IV. Supplementary Terms and Conditions for Installation Service
26. Appointment, Cancellation Conditions
The date(s) for the installation of the Jansen Products shall be agreed separately after the conclusion of the contract between Jansen AG and the Buyer.
The date(s) shall only become binding on Jansen AG upon written confirmation thereof.
Cancellations by the Buyer are possible free of charge up to three working days before the start of the appointment. If the appointment is cancelled on shorter notice, the Buyer shall be invoiced for the estimated hours per scheduled technician. Any travel costs actually incurred shall also be invoiced to the Buyer. The same applies to accommodation costs or cancellation costs for accommodation, as applicable.
If an appointment is cancelled by Jansen AG, the Buyer may promptly request the arrangement of a substitute appointment for a date in the near future. The Buyer shall not have any further claims against Jansen AG based on the cancellation.
27. Duties to Cooperate
Jansen AG shall carry out the installation service in the presence of the Buyer at the place of installation after the Buyer has familiarised Jansen AG with the circumstances on site. However, the Buyer shall not have any right to give instructions to employees of Jansen AG.
If the Buyer fails to provide the instruction or is not on site, Jansen AG may refuse to perform the installation service and may invoice the Buyer for the costs incurred in the same manner as for short-notice cancellations as per Section 26. However, the Buyer may not infer any claims for itself from Jansen AG’s refusal.
The Buyer shall be responsible for providing Jansen AG with all relevant information concerning the order at the time of placing the order. This includes, in particular, the availability and size of the access roads and the construction site, as well as the planning documents. The Buyer’s customers must be informed of the planned course of action and consent thereto. Jansen AG rejects any liability for damages resulting from non-fulfilment of these conditions.
The Buyer shall ensure that Jansen AG is granted the corresponding access rights and that the installation work can be carried out on the scheduled date. If this is not the case, the provisions on cancellation on short notice as per Section 26 shall apply.
28. Warranty
The Buyer is obligated to inspect the installation work carried out by Jansen AG immediately after its completion. If inspection is not carried out or identified defects are not reported to Jansen AG in writing within eight calendar days of completion of installation, Jansen AG shall have no duty to rectify defects. The warranty period shall be one year from the date on which Jansen AG has completed the installation, for purposes of which defects must be notified in writing to Jansen AG within eight calendar days of their discovery.
Jansen AG’s duty to rectify defects shall be at its sole discretion and shall be limited to the rectification, free of charge, of any installation work or the replacement of components that Jansen AG recognises as defective. If, in the opinion of Jansen AG, solutions other than those mentioned above are available, Jansen AG may also avail itself of these differing solutions. The decision in this regard shall be made exclusively by Jansen AG, and the Buyer has no entitlement in this regard. Any further defect remediation claims of the Buyer, such as asserting consequential damages, pecuniary damages and damages for financial loss, are excluded.
Otherwise, Jansen AG shall only be liable for losses caused by its employees through wrongful intent or gross negligence. Any further liability of Jansen AG is excluded. For the sake of clarity, this exclusion applies particularly to consequential damages, including pecuniary damages.
V. Supplementary Provisions for Tests and Calculations
29. Scope of Tests
The tests and calculations of Jansen AG are based solely on the information and documents provided to Jansen AG by the Client. Jansen AG shall not verify that they are complete, up to date or accurate. The information and documents shall be used as provided. All tests and calculations may only be used for the individual case for which they have been prepared. Building requirements shall not be verified by Jansen AG.
The services of Jansen AG shall be made available to the Client on the agreed submission deadline in electronic form, usually in PDF format. Jansen AG will not provide the Client with CAD drawings.
30. Compensation
If no lump-sum fee has been agreed with the Client, Jansen AG shall invoice its activities on a time and materials basis. In this case, the hourly rate shall amount to a maximum of CHF 150.00 plus VAT.
31. Warranty and Liability
Planning authority shall at all times lie exclusively with the Client. Any defects attributable to Jansen AG must be notified in writing to Jansen immediately, but at the latest within two working days of their discovery, failing which the tests and calculations shall be deemed to have been approved. The warranty period shall be one year from the date on which Jansen AG provides the Buyer with the tests and calculations. Defects accepted by Jansen AG in the tests and calculations shall be corrected free of charge. Otherwise, all warranty rights are excluded.
Jansen AG shall only be liable for damages that it has caused through wrongful intent or gross negligence. Otherwise, any liability is excluded. For the sake of clarity, this exclusion applies particularly to consequential damages, including pecuniary damages.
Jansen AG assumes no liability for damages attributable to the information and documents provided by the Client.
VI. Supplementary Terms and Conditions for Schüco Products
32. Shipment
Starting with a shipping weight of 250kg, delivery is free of charge (ramp), but the HGVC is extra. For postal, express and courier deliveries, full freight charges shall be levied. Additional costs for special transports (e.g. crane trucks, overlength, difficult delivery, lorry with tail lift) and for special transports outside the route plan shall be invoiced on a time and materials basis. For express profile orders, we charge a processing surcharge of CHF 100 per item (order and loading on lorries on the same working day).
33. Minimum order value
The minimum order value per order is CHF 100.00.
34. Packaging
Deliveries shall be made without packaging or in standard commercial packaging, as applicable. Reusable packaging shall be charged and, once returned (at the Buyer’s expense and in perfect condition), 100% will be credited (wooden crates at up to ⅔ of the invoiced amount).
