Terms and conditions

1.1.  These general terms and conditions (‘Ts&Cs’) form an integral part of contracts concluded between the customer and Shiptec AG regarding the provision of services, especially for the provision of engineering, construction and repair, renovation, trade and consulting services in the field of ship technology.

1.2.  To determine the content of the contract, Shiptec AG creates a written offer for the desired services. This offer states the scope of services, delivery date and conditions, as well as the price and is valid for 30 days unless otherwise stated in the offer. In the event of subsequent additional customer requests or clarifications, the offer will be adjusted accordingly. If the contract is awarded verbally, a written order confirmation will also be sent to the customer. The contract is concluded in writing; either by the signing of the offer or an order confirmation.

1.3.  For large and complex projects, such as the creation of an entire ship, a work contract will be drawn up based on Art. 363 ff. OR with integrated specifications. The contract is concluded when it is signed by both parties.

1.4.  The general terms and conditions together with the mutually signed offer or order confirmation, or the mutually signed works contract and any other appendices forms the entire contract (the ‘contract’). The content of these general terms and conditions apply unless a deviation from these general terms and conditions has been expressly agreed in the offer, order confirmation or in the contract.

1.5.  The customer must inform Shiptec AG in writing prior to conclusion of the contract if the item affected by the provision of service (e.g. ship, system, etc.) is not their sole property. Any changes in the ownership structure of the item affected by the provision of service after the conclusion of the contract must be reported to Shiptec AG in writing immediately.

1.6.  The contract replaces all previous offers, correspondence, letters of intent or other communications in written or oral form.

1.7.  Changes, collateral agreements and additions to the contract are only valid if they are made in writing and are signed by both parties.

1.8.  Shiptec AG has the right to engage third parties for service provision.

2.1.  Shiptec AG provides the contractually agreed engineering, production, trading and consulting services. In particular, it provides repair and restoration services on the customer’s property, as well as construction work that includes either the construction of a new item or relates to an item owned by the customer, as well as engineering, trading and consulting services.

2.2.  The subject of the contract is the result of the repair and construction work (the ‘work’), as well as the material processed as part of service provision (‘material’).

3.1.  Shiptec AG bills its expenses according to the contractual agreement with the customer. The contractual cost estimate has been created in good faith based on the information and assumptions at the time of creation. However, it is not binding. Shiptec AG will inform the customer as soon as it determines that actual cost will differ from the estimate, and it will justify the additional cost.

3.2.  Services that are not included in the contract will be invoiced separately.

3.3.  The contractually agreed price is exclusive of any VAT and other taxes and duties, and applies net ex shipyard (excluding the packaging, launching and transport costs).

3.4.  Fees (e.g. travel and overnight costs, remuneration for meals) and other expenses are not included in the price for work carried out outside the shipyard and will be charged to the customer at the actual costs or at rates customary in the industry. The fees and other expenses are exclusive of any VAT and other taxes and duties.

4.1.   Shiptec AG invoices the customer for its services. Invoices are deemed to have been approved by the customer if they are not objected to within ten days of receipt. Shiptec AG is entitled to demand appropriate advance payments or to issue partial invoices.

4.2.   Invoices are to be settled within the period agreed upon in the contract. If no payment period has been agreed in the contract, a period of 30 days net from the invoice date applies. If the customer does not meet their payment obligation on time, Shiptec will charge the customer a default interest of 5% from the first day after the payment period has elapsed. In the event of a late payment, Shiptec AG also reserves the right to temporarily suspend provision of services after providing suitable notice, and to withdraw from the contract after a reasonable grace period has elapsed.

4.3.  The offsetting of claims by one contractual partner against counterclaims by the other contractual partner requires the prior written agreement of the parties.

5.1.  If Shiptec AG performs construction work that includes the construction of a new item, the subject matter of the contract remains  the property of Shiptec AG until full payment of all claims arising from the contract. By handing the subject of the contract (work and/or accessories) over to the customer, Shiptec AG can register the retention of the title according to Art. 715 ff. ZGB in the retention of title register for natural persons at their place of residence, for companies at the place of business, and for companies located abroad at the location of their branch office in Switzerland.

5.2.  The customer may not resell the subject before the retention of title has expired without the approval of Shiptec AG. The customer is obligated to inform all third parties who want to access the subject of the contract about the existing retention of title and to inform Shiptec AG immediately. In addition, the customer shall inform Shiptec AG if the subject of the contract unexpectedly loses value before full payment has been made.

5.3.  If Shiptec AG provides services for an item or service that are the property of the customer, Shiptec AG can retain the item affected by the provision of services until all due claims from the contract have been paid in full (right of retention). Shiptec AG's claims to the establishment of a statutory right of lien remain reserved.

5.4.  To secure its claims arising from the contract, Shiptec AG can in any case demand that the customer grant other or additional securities (e.g. surety, guarantee, lien) to Shiptec AG until all claims arising from the contract have been paid in full.

6.1.  The place of fulfilment for all the services of all parties is the shipyard of Shiptec AG. The item affected by the provision of services (e.g. the ship, boat, etc.) must be delivered to and collected from the Shiptec AG shipyard by the customer at their own expense and risk of conveyance. At the customer’s request and in accordance with an explicit contractual agreement, Shiptec AG will also take on any transport services.

6.2.  The delivery period agreed between the parties begins with the conclusion of the contract. If the customer’s cooperation is required, the delivery period only begins once the customer has fulfilled their required participation. Unfulfilled customer cooperation obligations during the delivery period interrupt the delivery period, while additional customer requests extend the delivery period accordingly. Fixed dates are the exception and must be expressly designated as such in the contract. As a rule, agreed delivery dates are non-binding delivery deadlines.

6.3.  If the agreed delivery date is exceeded by more than three months for reasons for which Shiptec AG is responsible (i.e. excluding force majeure, delayed fulfilment of the customer’s obligation to cooperate or a supplier defaulting), the customer may, in consultation with Shiptec AG, agree a reasonable grace period in writing. If Shiptec AG cannot deliver within the set grace period, the customer has the right to withdraw from the contract against the repayment of advance payments made. Services already provided by Shiptec AG that are firmly attached to the customer’s property can be invoiced. Customer claims for damages are excluded where permitted by law.

7.1.  The customer must check the work provided by Shiptec AG upon acceptance and report any defects immediately in writing or by including them in a joint protocol.

7.2.  If the work created by Shiptec AG was explicitly or implicitly approved by the customer, Shiptec AG is released from its liability unless the defect is hidden and was not apparent during acceptance and proper inspection, or was intentionally concealed by Shiptec AG. Implicit approval is assumed if the customer fails to carry out the examination and notification process outlined in 7.1. Hidden defects must be reported in writing immediately after discovery, otherwise the work is also deemed to have been accepted with regard to these defects.

7.3.  If the work created by Shiptec AG is deemed defective, the customer is entitled to the statutory right to rectification. If subsequent rectification by Shiptec AG does not lead to an absence of defects, the customer has the right to demand a reduction to the agreed price. Shiptec AG determines the place and time at which rectification will be carried out.

7.4.  The right to rectification extends solely to the improvement work carried out by Shiptec AG; travel times and fees for meals and accommodation are excluded and will be charged to the customer separately.

7.5.  Wearing parts and subsequent costs for operational failures of any kind on the customer’s behalf are excluded from the warranty. Shiptec AG does not provide any warranty for work on machines, facilities and systems that have exceeded the usual operating and service life.

7.6.  Shiptec AG is only liable for parts and components from suppliers to the extent that it can fall back on them.

7.7.  The rights to which a customer is entitled in the event of defects shall lapse if the customer has caused the defect themselves through instructions issued contrary to Shiptec AG’s express warnings or through any other means. This also includes the incorrect assembly, commissioning or self-repairs carried out by the customer, improper usage, faulty or negligent handling, wear and tear, and all other damage that cannot be attributed to Shiptec AG.

8.1.  Shiptec AG renders the agreed services with due care. Shiptec AG is liable for damage to the customer if it is directly caused by a proven intentional or grossly negligent breach of contractual or pre-contractual obligations or other duties of care by Shiptec AG. To the extent permitted by law, any further liability arising from the contract or any other legal grounds, in particular liability for slight negligence, indirect damage and consequential damage caused by a defect, is expressly excluded. The limitation of liability regarding intent or gross negligence also includes damage that occurs during transport of the item affected by the provision of services on the shipyard premises or when it is hauled up and/or launched, as well as damage as a result of force majeure, flooding, lightning, storm, fire, burglary or theft.

9.1.  Shiptec AG generally does not insure the work and accessories against theft, fire and other elementary damage during renovation, repair or during transport. The customer is recommended to take out appropriate insurance.

10.1.   Subject to the formal requirements for the conclusion of the contract pursuant to Section 1, the parties can communicate with one another electronically (e.g. via email, fax) during the contract period.

10.2.   The parties are aware that electronic data transmission is not always secure, virus or error-free, timely, complete, correct or confidential. Each party is responsible for ensuring that their electronic communication is secure and error-free, and will take the appropriate precautionary measures in line with the latest technological advances. If special security requirements need apply (e.g. password protection, encryption), these are to be recorded in the contract.

10.3.   To the extent permitted by law, Shiptec AG assumes no liability for damage arising in connection with electronic communication.

11.1. All property rights relating to the services of Shiptec AG and the know-how developed or used remain with Shiptec AG. Shiptec AG can use the ideas, designs, plans, etc. used in new projects, develop them further and use them for other purposes.

11.2. The customer may not use the plans, reports, products or other work results of Shiptec AG for any other purpose, pass them on to third parties or make them accessible to others without the prior written consent of Shiptec AG. Shiptec AG is under no circumstances liable for damage resulting from the improper use or disclosure of the work results.

11.3. The customer will compensate Shiptec AG for the damage it incurs as a result of the non-contractual usage or modification of work results or due to the assertion of claims by third parties in connection with the contract.

11.4. The parties treat all information that they become aware of within the framework of the contract and which is not generally known (e.g. trade secrets, personal data, know-how) confidentially both during and after the end of the contract. This concerns information about the other party, as well as additional information received from the other party. Disclosure to fulfil legal, judicial or official obligations, as well as to protect interests with regard to insurance and obtaining legal advice remains permissible. In addition, Shiptec AG may disclose information to third parties that Shiptec AG uses to provide services, as well as to publicise the services rendered in a way that is customary in the industry and for reference purposes.

12.1.   The contract subject to these general terms and conditions and the rights and obligations arising from it may only be assigned or transferred to third parties with the prior written consent of the other contractual partner. This excludes the transfer of rights and obligations from the contract to a third party who takes over the entire business of a party or parts thereof.

12.2.   Should individual parts of the concluded contract or the general terms and conditions contradict one another or be invalid, this shall not affect the validity of the remaining provisions. In this case, the contractual partners will adapt the contract in such a way that the originally intended purpose is achieved insofar as possible.

12.3.   The contract is subject exclusively to Swiss law to the exclusion of the Vienna Convention.

12.4.   The courts in Lucerne, Switzerland have exclusive jurisdiction over all disputes arising from this contract unless another court has exclusive jurisdiction due to mandatory statutory provisions.