Arnold & Partner AG Biogas and Process Engineering, Industrie Nord 12, CH-6105 Schachen/LU

Scope of the delivery obligation
Our offers are subject to change without notice. An order shall not be deemed accepted until it has been confirmed by us in writing. The order confirmation is decisive for the scope of delivery. Likewise, additions, modifications or verbal agreements must be confirmed by us in writing in order to be effective. The documents contained in the printed matter, the offer, such as illustrations and descriptions, drawings, dimensions and weights, are not binding. Excess and short weights within customary commercial limits do not entitle the customer to complaints and price reductions.
We reserve title and copyright to illustrations, sketches, drawings, cost estimates and other documents; they may not be made accessible to others without our approval and must be returned immediately upon request. The customer assumes full responsibility for the documents to be supplied by him, such as drawings, samples or the like.

Prices
Unless otherwise agreed, prices are net ex works, without packaging, in Swiss francs, without any deductions. Unless otherwise agreed, all ancillary costs, such as freight, insurance, export and transit, import and other permits as well as notarizations shall be borne by the customer. Without any agreement to the contrary, the customer shall bear all types of taxes, duties, fees and customs duties. The supplier/entrepreneur reserves the right to adjust prices if wage rates or material prices change between the time of the offer and the contractual delivery. In the case of orders with delivery periods of more than 12 months, prices shall be adjusted in accordance with the sliding price formula of the Association of Swiss Machinery Manufacturers (VSM).

Retention of title
The supplier/entrepreneur retains ownership of his delivery until it has been paid for in full (in the sense of Art. 715 of the Civil Code). The customer is obliged to cooperate in measures which are necessary to protect the property of the supplier/entrepreneur.

Terms of payment
If no special agreements have been made, the following terms of payment shall apply: 1/3 for orders 1/3 when the main parts are ready for dispatch, 1/3 30 days after due date of the second payment. If the payment deadlines are exceeded, we reserve the right to charge a default interest of 8% p.a. without any notice of default being required. The withholding of payments or the maintenance due to any counterclaims of the customer disputed by us are not permissible.

Delivery time
The delivery time is calculated from the date of the written order confirmation and the adjustment of all technical questions and applies to the readiness for dispatch of the goods in our workshops.
Unforeseen events, regardless of whether they occur in our works or at our subcontractors, e.g. operational disruptions, rejects, delays in the delivery of essential raw materials or other circumstances for which we are not responsible, shall result in an extension of the delivery period. If these obstacles cause a delay in delivery, we do not assume any liability and claims for damages of any kind can therefore not be made against us.

Shipment
Unless otherwise agreed, shipment shall be at the expense and risk of the customer. Rail consignments are always forwarded by freight unless express delivery is expressly stipulated.
The full risk of damage, destruction, theft etc. of the ordered objects or parts thereof shall always pass to the customer at the time of their departure from our works, even if transport and assembly are carried out under our direction. Complaints regarding damage, loss of delay during transport must be addressed by the customer to the last carrier before receipt. The consequences of damage resulting from failure to comply with the formalities necessary to safeguard his rights shall be borne exclusively by the customer. If the delivery of goods ready for dispatch cannot take place without our fault on the scheduled dates, then their storage with us or with third parties is at the expense and risk of the customer.
If an object is to be delivered assembled on site, we shall be liable for damage to the object caused by the fault of the fitters provided by us until completion of the assembly. Any other risk shall also be borne by the customer.

Packaging
Boxes and crates returned to us freight prepaid within one month in good condition will be credited with two thirds of the invoiced value. Packaging for export shipments will not be taken back.

Cancellation
Cancellation of orders that have been firmly placed and accepted by us is inadmissible, even if the agreed delivery dates are exceeded. In all cases, the customer must grant us a reasonable grace period for delivery and reimburse us for any expenses already incurred for material, wages and expenses in the event of withdrawal from the contract.

Warranty
We shall be liable for defects in the delivery, including the absence of warranted characteristics, to the exclusion of further claims as follows:
All those parts which become unusable within 12 months, during day and night operation due to defective design, poor construction materials or defective workmanship, shall be repaired free of charge at our discretion or replaced ex works. The discovery of such defects must be reported to us immediately in writing. If dispatch or inspection is delayed without our fault, the liability shall expire at the latest 18 months after receipt of the notification of readiness for dispatch. For third-party products, in particular engines, our liability shall be limited to the assignment of liability claims to which we are entitled against the supplier of the third-party product. Any replaced parts shall become our property.
The supplier/entrepreneur shall only bear the costs arising from the repair or replacement of the defective parts in his workshop. If the defective parts cannot be repaired or replaced in his workshops for reasons for which the supplier/entrepreneur is not responsible, all resulting additional costs shall be borne by the customer. Any further claims by the customer due to defective delivery, in particular for damages and dissolution of the contract, are excluded.
The prerequisite for liability is the punctual fulfilment of the contractual obligations incumbent upon the customer under the contract, in particular the fulfilment of the agreed payments. The Purchaser shall not be entitled to refuse payment of the contract price in whole or in part on account of any defects. No liability shall be assumed for delivery parts which are subject to premature consumption or natural wear due to their material properties or type of use, e.g. Simmerring seals, mechanical seals, etc. The customer shall not be entitled to refuse payment of the contract price in full or in part due to possible defects.
Furthermore, the liability for defects does not apply to damage caused by faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, in particular of the tanks, or due to the content of solid, gaseous or dissolved materials in the filling material or the pumped liquid, or due to a lack of pumped liquid or liquid level, or chemical, electrochemical or electrical influences that occur through no fault of our own.
If the customer makes modifications and repair work without our prior consent and does not expressly instruct us to do so, any liability on our part, any set-off with damages and any other claims shall be excluded and the contract price shall be owed to us without deduction.

Installation and assembly
The customer is obliged to complete all preliminary construction and installation work prior to commencement of assembly. If the necessary preparations have not been made and this results in waiting time for the fitter, this will be invoiced to the customer.
All work resulting from the assembly is in any case the responsibility of the customer, and the performance of the fitter is limited to the assembly and commissioning of the machine or plant, as well as the instruction of the personnel of the customer. Auxiliary workers, as well as the necessary scaffolding, lubrication and plaster material, must be provided by the customer to the fitter free of charge. Locksmith's and masonry work, which prove to be necessary due to the location, shall also be borne by the customer. All electrical supply lines and installations, of the machine, are taken over by the customer,
For our fitters, we charge the travel costs for the outward and return journey, the working time according to the respective rates, whereby travel, travelling and waiting time are charged as working time, as well as the costs for food and accommodation of the fitters and a daily allowance. Working hours shall be certified to our fitters on a daily basis, as shall the completion of installation after assembly and commissioning.

Place of performance and jurisdiction
Place of performance for both parties is Schachen. This shall also apply if we have taken over the dispatch and possibly the external assembly.
The place of jurisdiction for the assessment of any differences is Lucerne. If Swiss judgments are not enforceable in the country concerned, a place of jurisdiction to be determined by us shall apply.
If no provisions can be taken from the special or above-mentioned general terms of delivery, the relevant law shall apply.

Validity
Terms and conditions of the customer which contradict these general terms and conditions of delivery and guarantee shall only apply if we have expressly agreed to them in writing. Arnold & Partner AG / 01.11.2004 (30.11.2019).