Wellness construction GTC
1. Scope
1.1These general terms of delivery and payment (GTC) form part of all quotations and contracts for deliveries of goods and services by SpaCulture in current and future business relationships. Should individual provisions be or become invalid, the remaining conditions shall not be affected.
1.2Contractual provisions deviating from these GTC take precedence if they are set out in a written contract. Where these GTC differ from the client's purchasing conditions, these GTC take precedence unless there is a different written agreement.
1.3Supplementary oral agreements that deviate from the GTC become legally effective only upon written confirmation by SpaCulture.
1.4Minors under 18 may order only with the written consent of their parents and within the limits provided by law. By placing the order, the client acknowledges this provision and confirms that they are entitled to make the purchase.
2. Quotations, orders and conclusion of contract
2.1The delivery time stated in the quotation must be met by SpaCulture if the order is placed immediately. If the order is placed later (after more than 10 days), it is non-binding and must be redetermined.
2.2Claims for damages on account of incorrect illustrations, texts and prices are excluded.
2.3Quotations are non-binding; prior sale is reserved.
2.4Orders become binding with regard to the nature and scope of the delivery only upon order confirmation by SpaCulture. Changes, additions and cancellations require written form. They may be subject to a charge and may affect the delivery time.
2.5Necessary auxiliary equipment for unloading, such as a crane, lift, etc., must be provided by the customer. If access is difficult, the additional effort will be invoiced.
3. Prices
3.1Prices are ex works or ex warehouse of SpaCulture, excluding packaging and value added tax, unless delivery and installation are included in the quotation. Value added tax is added at the statutory rate in each case. The amounts shown are – unless expressly declared otherwise – to be understood in Swiss francs (CHF).
3.2If delivery and/or service take place more than three months after order confirmation, SpaCulture is entitled to charge new prices in the event of a change in the meantime in list prices and/or in material, labour and other costs.
3.3For new orders (including follow-on orders), SpaCulture is not bound by previous prices.
4. Payment terms
4.1Unless otherwise defined in the quotation, invoices are payable net within 10 days of the invoice date. Unless otherwise defined, the following instalment payments are agreed:
50% upon receipt of order
30% no later than 10 days before delivery or installation
20% after delivery and installation
4.2Payments must be made exclusively to SpaCulture.
4.3Delivery, installation work and other services are, as a matter of principle, payable without deduction upon receipt of the corresponding invoice.
4.4Set-off of any counterclaims of the buyer that are disputed by SpaCulture and have not been finally established is not permitted.
4.5Failure to comply with the payment terms, or circumstances likely to reduce the buyer's creditworthiness, result in all of the supplier's claims becoming due immediately. In addition, SpaCulture is entitled to make further deliveries only against advance payment, to declare all outstanding invoice amounts, including deferred ones, immediately due and to demand them against return of bills of exchange accepted on account of payment, cash payment or the provision of security, and, after a reasonable grace period, to withdraw from the contract or to claim damages for non-performance. It may furthermore prohibit the customer from reselling the goods and retrieve goods not yet paid for at the buyer's expense.
4.6Invoices from SpaCulture are deemed accepted unless objected to in writing within 10 days of the invoice date.
4.7In the event of late payment, reminder fees of CHF 20.- as well as default interest of 5% from the due date are owed. The assertion of further damage caused by delay is expressly reserved.
4.8Agreements on cash discounts and/or rebates apply only if payment is made in accordance with the contract.
5. Duty of care of the client when placing the order
5.1SpaCulture provides the client and the contractors involved on its behalf (such as bricklayers, tilers, plumbers, electricians, etc.) with all necessary documents (dimensions, sketches, plans, etc.). The client is responsible for compliance with them.
5.2Additional expenses incurred by SpaCulture (additional travel, labour, clarification or material costs) that arise because the details in the various planning documents from SpaCulture were not complied with will be invoiced to the client (even if they were caused by third-party companies or by on-site conditions).
5.3The client undertakes to complete, at its own expense, all preparatory work on site before the date agreed for delivery and installation. On request, SpaCulture can recommend suitable companies to the client for the preparatory work. SpaCulture may invoice costs of delay caused by unfinished preparatory work.
6. Construction works / building owner's liability insurance
6.1For construction activities, the supplier recommends taking out construction works and building owner's liability insurance. Costs for insurance cover of any kind on the part of the client cannot be passed on and shall in any case be borne by the client.
7. Breaches
7.1Delivery dates and periods are non-binding target dates unless expressly agreed otherwise in writing. Should a delivery be delayed beyond a delivery date guaranteed by SpaCulture, the client is entitled to withdraw from the contract after setting a grace period of 3 weeks. In this case, SpaCulture is liable to the client only for direct and immediate damage, if and insofar as the delay or the impossibility of delivery is demonstrably attributable to a grossly negligent breach of contract by SpaCulture.
7.2In the event of force majeure affecting the supplier or its subcontractors, the delivery time may be extended, even where a delivery date has been agreed as binding. SpaCulture must keep any adverse effects on the buyer as small as possible. If SpaCulture falls into delay with its deliveries or services, the buyer shall grant SpaCulture a reasonable grace period. Claims for damages due to delayed deliveries are excluded.
7.3If delivery on call is agreed, the client is obliged to call off the delivery no later than 10 working days after notification that it is ready for call-off. If it fails to do so in good time or in full, SpaCulture is entitled to store the goods at the client's expense and risk. If the call-off still does not take place within a reasonable grace period set by SpaCulture, the goods are deemed to have been called off and delivered, and the client is obliged to pay.
7.4In the event of postponements of the agreed installation date that are communicated to SpaCulture less than 5 working days in advance, SpaCulture may pass on the resulting costs and inconvenience (in particular lost installation capacity) unless the schedule can be rearranged.
8. Transfer of benefit and risk
8.1Immediately after delivery or collection, the client must inspect the products for completeness, conformity with the delivery documents and defects, and must give written notice of any recognisable deviations and defects without delay. Unless a complaint is made within 10 working days (receipt of mail by SpaCulture) of receipt of the products, the delivery is deemed to conform to the contract, unless the deviation could not be recognised despite careful inspection. Transport damage or shortages recognisable on delivery must also be noted on the forwarding agent's receipt.
8.2To fulfil its obligations, SpaCulture may engage auxiliary persons and third parties (in particular subcontractors) or employees of such third parties.
9. Warranty
9.1Notices of defects must be brought to the attention of SpaCulture without delay and no later than within 10 days of receipt of the goods or completion of installation.
9.2If a notice of defect proves justified, SpaCulture will provide free replacement by repair or new delivery, or will credit the invoice amount or the reduction in value. Any further claims of the client of whatever kind are excluded.
9.3If there is a defect that was not recognisable upon immediate inspection, the notice of defect must be given without delay upon discovery, within a 12-month warranty period.
9.4The warranty for SpaCulture products is:
Sauna – Private use
Cabin: 10 years
Sauna heater, controls and other technical components: 2 years
Sauna – Commercial use
Sauna, heater, control: 2 years
Steam bath/steam shower/natural herbal steam bath
Cabin: 5 years - 10 years (depending on construction)
Technology: 2 years
9.5A prerequisite for the provision of guarantee services is full payment for the goods or service. The guarantee period is not extended by the provision of guarantee services.
9.6The warranty is excluded for defects based on one of the following causes:
a) inadequate maintenance
b) failure to observe the operating or installation instructions
c) use of the products for purposes other than intended
d) use of unapproved parts/accessories
e) natural wear and tear
f) improper handling or treatment
g) external influences, in particular force majeure, as well as other reasons for which neither SpaCulture nor the manufacturer/supplier is responsible.
9.7Claims going beyond the guarantee services, in particular claims such as compensation for damage and consequential damage, loss of profit, production downtime or loss of use, are excluded.
9.8Materials originating from the natural environment, such as real wood or natural stone, are never uniform in appearance. Variations in colour and structure are among their natural characteristics and do not constitute grounds for complaint or liability.
10. Intellectual property rights
10.1SpaCulture reserves without restriction all ownership and copyright exploitation rights in cost estimates, drawings and other documents. They must not be made accessible to third parties.
10.2In return, SpaCulture undertakes to treat the client's data confidentially and not to sell it to third parties.
11. Severability clause
11.1Should individual provisions of these GTC be or become invalid or void, the validity and effectiveness of the remaining provisions shall remain unaffected. In such a case, the provision shall be replaced by a provision that comes closest to the economic purpose of the parties.
12. Applicable law & place of jurisdiction
12.1Swiss law applies to all contracts. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is expressly excluded.
12.2The place of performance for deliveries and payments is CH-9477 Trübbach. The exclusive place of jurisdiction for all disputes between the parties is CH-9477 Trübbach.