CSA Engineering AG General Terms and Conditions
The following General Terms and Conditions govern the relationship between the Customer and CSA Engineering AG (hereinafter “CSA”). These terms and conditions shall serve as the basis for delivering equipment, systems and services. Deliveries may consist of products and services, hardware or software or different services integrated together. Depending on the type of business, these General Terms and Conditions shall be supplemented by addenda in the relevant contracts.
- Validity
CSA’s General Terms and Conditions (GTC) shall apply if the parties expressly or tacitly acknowledge them. Changes shall only be effective if CSA confirms them in writing. The applicability of other conditions sent by the Customer or found in the Customer's documents shall be excluded unless otherwise agreed in writing. - Scope of service
The order confirmation shall be decisive for the scope and execution of the products and services; if there is no order confirmation, the CSA offer shall be decisive. Services that are not expressly warranted therein – specifically documentation, programming, customising, installation, commissioning, training and application support – do not form part of the scope of services. Customer requests for changes which deviate from the order confirmation shall require CSA’s written consent. - Place of performance and transport
CSA shall provide the products and services at its place of business unless a special place of performance has been agreed upon or arises from the nature of the business.
If CSA delivers products to another place, the Customer shall bear the risks and costs of transport as well as packaging expenses and customs clearance costs, even if CSA arranges the transport.
If CSA provides services at another location, the Customer shall reimburse the travel and accommodation expenses. - Performance by third parties
CSA is entitled to involve third parties to fulfil the contract or to assign the performance entirely or partially to third parties. - Information
Each party shall provide the other with all the necessary information to fulfil the contract and for the safe use of the products and services in a timely, correct and complete manner and shall hand over the relevant data carriers, drawings, samples and documents to the other party. In particular, the Customer must, in a timely manner, draw CSA’s attention to any special technical requirements and to the statutory, official and other regulations at the place of destination, if they are important.
The parties shall check the information provided and immediately notify the other party of any inaccuracies found. If one party deems it necessary to make changes to the information provided, it shall notify the other party in writing within a reasonable period of time.
Any expenses shown to have been incurred as a result of late, incorrect or incomplete information or subsequent changes to the information shall be borne by the party responsible. - Project organisation
If the services to be provided take the form of a project, the parties shall be aware that a project requires close supervision during its creation, handling and execution. As a result, the parties shall establish a project organisation. In the absence of a specific agreement, the following rules shall apply:
a) Each party shall designate the individuals responsible in this project. These individuals must be authorised to represent and commit their company within the scope of this project.
b) The parties shall delegate their representatives to a project team, which will be responsible for setting targets and monitoring the project and will define the main project steps.
c) CSA shall appoint a staff member as project manager. This person shall lead the project and be responsible for planning, work allocation, coordination, control, updating project documents, documentation and acceptance.
Decisions by the project team and instructions from the project manager shall be deemed to have been approved if neither the Customer nor CSA objects within the set deadline or, if there is no set deadline, within five working days. - Documentation
If the documentation is not included in the scope of services, the Customer may obtain it in the usual format for a fee. If the Customer desires documentation in special formats or in languages which are not available, this shall be agreed separately.
Deviations in the documentation – specifically in descriptions and illustrations – are permissible provided that the documents fulfil their purpose. - Intellectual property rights
The ownership and copyright of software developed by CSA, other work results (such as drawings, drafts) and expertise shall remain the property of CSA unless otherwise agreed and the Customer shall be granted a right of use in this regard for an unlimited period. - Use
The Customer is responsible for the use of the services and products as well as for combining them with other products, namely with information technology or electrical devices and equipment. The Customer must exercise the necessary care, follow all of the manufacturer's and the supplier's instructions
and undertake to pass on all information relevant to safety to the users in an appropriate form. - Deadlines
Only deadlines guaranteed in writing shall be binding. Such deadlines shall be extended appropriately
a) if CSA does not receive details, samples or materials required for the execution in good time or if the Customer subsequently changes them;
b) if the Customer is behind in their work to be carried out or in fulfilling their contractual obligations, and especially if the Customer fails to comply with the payment terms;
c) if obstacles occur which are beyond the responsibility of CSA such as natural events, mobilisation, war, riots, epidemics, accidents and illness, significant operational disruptions, labour disputes, late or defective deliveries and official measures.
A party may only perform a service before the agreed date with the consent of the other party.
In the event of delays, the Customer shall grant CSA, in writing, a reasonable period of time for subsequent performance.
If CSA is in default even after the reasonable grace period has expired, the Customer shall be entitled to withdraw from the contract. Compensation for damages due to the delay shall be excluded. - Acceptance
Unless a special acceptance procedure has been agreed, the Customer shall inspect all products and services themselves.
Immediately following receipt, the Customer shall check the products delivered with regard to identity, quantity, transport damage and accompanying documents. The Customer shall also check the products and services for other defects as soon as possible.
The Customer must immediately report any defects in writing. Products and services shall be deemed accepted when they are used commercially and no later than 20 working days after receipt of delivery.
Hidden defects which could not have been discovered during an ordinary inspection must be reported in writing immediately after discovery. - Warranty
CSA guarantees that it will exercise due care and that its products and services will meet the warranted characteristics.
CSA does not guarantee the results that the Customer wants to achieve with the products and services. CSA shall also not be liable for any damages resulting from use.
Faults and malfunctions for which CSA is not responsible, such as natural wear and tear, force majeure, improper handling, tampering by the Customer or third parties, excessive use, unsuitable equipment, malfunctions caused by other machines and systems, unstable power supplies, special climatic conditions or unusual environmental influences shall be excluded from liability for defects.
The Customer shall not assert any claims due to an insignificant defect and defects are deemed insignificant if they do not affect the use of products and services.
In the event of significant defects, the Customer shall grant CSA a reasonable grace period to remedy the defect (repair or replacement). CSA shall remedy the defects at its discretion either on its premises or at the Customer's premises, and the Customer must grant CSA free access for this purpose. The costs of dismantling and assembly, transport, packaging, travel and accommodation shall be borne by the Customer. Replaced parts shall become the property of CSA.
The warranty and limitation periods shall be twelve months from delivery or service provision.
If rectification of defects fails, the Customer shall be entitled to an appropriate price reduction. The Customer may only withdraw from the contract if acceptance is unreasonable for them. The entitlement to claim compensation as a result of withdrawal shall be excluded. - Liability
CSA shall be liable within the scope of its liability insurance for personal injury and property damage proven to be caused to the Customer through the fault of CSA. Further claims, specifically for the conduct of auxiliary persons, shall be excluded. Compensation for indirect damage shall also be excluded, such as loss of profit and other financial losses in particular. - Prices and terms of payment
Unless otherwise stated, prices are in Swiss francs and do not include value-added tax, levies, customs duties, transport, packaging, insurance, permits, certifications, installation, commissioning, training or application support. Net payment is due within thirty days of the invoice date.
The Customer may only offset with counterclaims with CSA's signed consent.
Invoices shall be payable net without deductions no later than 30 days after the invoice date.
If the Customer fails to meet the payment deadline, they shall pay default interest of five per cent per annum from the date on which payment was due, without any reminder being issued.
In the event of default of payment, CSA may
a) declare that all payments arising from the business relationship with the Customer are due immediately even if they do not originate from the same legal relationship;
b) set the Customer a reasonable grace period for all payments due and, if the Customer does not settle the entire amount due within this period, declare the cancellation of the contracts and reclaim the products and services delivered;
c) make the further performance of services (including rectification of defects) dependent on suitable securities from the Customer, including advance payment, even if these services do not originate from the same legal relationship. - Discretion
Both parties shall undertake not to disclose to third parties any information from the other's business which is neither generally accessible nor generally known and to make every effort to prevent third parties from accessing this information. Otherwise, each party may continue to use knowledge that it acquires in the course of business for its established activity.
The parties shall also impose this duty of confidentiality on their employees and agents. - Data protection and security
Personal data and data about companies, customers and employees in particular may be processed if it is necessary for business processing. Both parties shall observe the rules of data protection and take appropriate organisational and technical precautions to this end.
Each party shall be responsible for reliably backing up its own data as well as the data required for the provision of the service. The Customer shall back up all data in good time before a CSA employee can access their information technology. - Export
The Customer shall be responsible for complying with all relevant domestic and foreign export regulations. - Applicable law and place of jurisdiction
This legal relationship is subject to Swiss law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction is CSA Engineering AG’s registered office in Solothurn. However, CSA may also access the court at the Customer’s registered office.