General Terms and Conditions (GTC)

of Aquaren GmbH, Derendingen

Applicable to business transactions with customers based in Switzerland. Additional provisions for international business transactions are set out in Section 17

These General Terms and Conditions (hereinafter referred to as "GTC") of Aquaren GmbH, Derendingen (hereinafter referred to as "Aquaren") apply to all contracts relating to the planning, manufacture, delivery, installation and maintenance of systems, as well as the sale of spare parts, wear parts and consumables. They primarily apply to customers based in Switzerland. For customers based outside Switzerland or deliveries to destinations outside Switzerland, the provisions of Section 17, "International Business Transactions",shall apply additionally or, where applicable, by way of derogation. In the event of any conflict, the provisions of Section 17 shall prevail.

For projects, these GTC are supplemented by separate Delivery and Installation Conditions, which form part of the respective order confirmation and govern the technical and logistical details of the specific system. In the event of any conflict, the project-specific Delivery and Installation Conditions shall prevail in technical and logistical matters. These GTC shall remain authoritative for fundamental legal matters, in particular liability, retention of title, warranty, applicable law and place of jurisdiction.

1. Scope of Application

  • These GTC apply to all present and future business relationships between Aquaren and its customers, particularly the sale, delivery and installation of systems and the sale of spare parts.
  • Any differing, conflicting or supplementary terms and conditions of the customer shall not form part of the contract, even if Aquaren does not expressly object to them.
  • Individually agreed deviations confirmed in writing shall take precedence over these GTC.
  • The deliveries and services to be provided by Aquaren are exhaustively specified in the order confirmation, including any attachments. Additional services shall only be owed if expressly agreed.
  • Aquaren is entitled to make technical modifications that improve the system or its components, provided that such modifications do not materially impair the intended functionality or result in a price increase.

2. Quotations and Conclusion of Contract

  • Quotations issued by Aquaren are non-binding unless expressly designated as binding.
  • Quotations shall remain valid for four weeks from the date of issue, unless otherwise stated in the quotation.
  • A contract is concluded upon written order confirmation by Aquaren or upon commencement of contract performance.
  • Technical information, drawings, weights and dimensions stated in quotations, brochures or other documents are non-binding unless expressly designated as binding.
  • Brochures, catalogues and other general product documentation are non-binding unless expressly agreed otherwise.
  • Technical specifications and characteristics shall only be binding if they are expressly identified as binding or guaranteed in the order confirmation or in a specification expressly incorporated into the contract.

3. Prices

  • Unless otherwise agreed, all prices are exclusive of statutory value-added tax and packaging costs.
  • Prices are quoted EXW (Ex Works) Derendingen in accordance with INCOTERMS® 2020, unless otherwise agreed in the quotation or the project-specific Delivery and Installation Conditions.
  • Details regarding pricing and any taxes, customs duties and charges at the place of delivery are governed by the project-specific Delivery and Installation Conditions or, in the case of international deliveries, by Section 17.

4. Payment Terms

  • Unless otherwise agreed, the following standard payment schedule applies to the delivery of systems:
  • 50 % upon order placement, payable net immediately upon receipt of invoice.
  • 40 % upon delivery or notification of readiness for dispatch, payable net immediately upon receipt of invoice.
  • 10 % following installation and successful commissioning of the system, but no later than three months after delivery, payable net immediately upon receipt of invoice.
  • The applicable payment schedule for spare parts and any differing arrangements shall be specified in the respective order confirmation.
  • If the customer fails to meet the agreed payment deadlines, interest shall accrue without prior reminder from the agreed due date. The interest rate shall be based on the rates customary at the customer's place of business but shall be at least four percentage points above the prevailing policy rate of the Swiss National Bank. Aquaren reserves the right to claim compensation for further damages.
  • The agreed payment deadlines shall remain binding even if transport, delivery, installation, commissioning or acceptance is delayed or rendered impossible for reasons beyond Aquaren's control. This also applies in particular where minor parts are missing or remedial work remains outstanding, provided that such circumstances do not materially impair the intended use of the system.
  • If advance payments or payment securities agreed upon conclusion of the contract are not provided on time, Aquaren is entitled to suspend further performance of the contract and withhold deliveries.
  • If the customer defaults on a payment or if, after conclusion of the contract, reasonable doubts arise regarding timely and full payment, Aquaren is entitled to make further performance of the contract conditional upon additional payment securities. If such securities are not provided within a reasonable period, Aquaren is entitled to withdraw from the contract. Further statutory claims remain reserved.

5. Delivery Period

  • The delivery period begins once the contract has been concluded, the essential technical matters have been clarified, the payments or agreed securities due upon conclusion of the contract have been provided, and any necessary official permits have been obtained, insofar as obtaining such permits is a prerequisite for contract performance.
  • The delivery period shall be deemed to have been met if Aquaren has notified the customer of readiness for dispatch before its expiry.
  • Compliance with the delivery period is conditional upon the customer fulfilling its contractual cooperation and payment obligations on time.
  • Delivery and installation periods shall be extended appropriately if circumstances arise that Aquaren cannot prevent or overcome despite exercising due care. Such circumstances include, in particular, force majeure, epidemics and pandemics, war, civil war, terrorist acts, riots, political unrest, sabotage, significant operational disruptions, labour disputes, accidents, delayed or defective supplies from subcontractors, government measures, embargoes, unforeseeable transport obstacles, fire, explosions and natural events.
  • Delivery and installation periods shall also be extended appropriately if information or documents from the customer are not provided on time, are subsequently amended, or if the customer or third parties engaged by the customer are delayed in performing their work or other contractual obligations.
  • Delivery delays for which Aquaren is not responsible shall not entitle the customer to claim damages, contractual penalties or any other compensation for delay.

6. Delivery and Installation

  • Delivery times, the customer's obligations to provide on-site assistance, utility supply requirements, installation site conditions, commissioning and acceptance shall be governed by the Delivery and Installation Conditions applicable to the specific system, which form part of the contract.
  • If the customer fails to fulfil its cooperation obligations under the Delivery and Installation Conditions on time, the delivery and installation periods shall be extended appropriately. Any resulting additional costs shall be borne by the customer.
  • If the delivery date is delayed due to circumstances attributable to the customer or the installation site, Aquaren reserves the right to charge the customer for the costs of storing the components.

7. Inspection / Commissioning / Acceptance

7.1 Systems

  • Aquaren is entitled to inspect the systems and components to be delivered prior to dispatch to the customary extent. Additional inspections, particularly special tests or tests according to specific customer requirements, must be agreed in advance and shall be charged separately to the customer.
  • Commissioning of the system and instruction of the operating personnel shall be carried out by Aquaren.
  • Acceptance shall take place following successful commissioning and shall be documented in an acceptance report. Acceptance shall be deemed to have occurred when the agreed performance parameters have been demonstrated within the contractually specified tolerances or when the customer puts the system into operation. If no written notice of defects is submitted within one week, the system shall be deemed accepted. Minor defects that do not impair the intended operation of the system shall not entitle the customer to refuse acceptance.
  • Acceptance shall also be deemed to have occurred if the customer fails to participate in the agreed acceptance procedure despite timely notification, if acceptance cannot be carried out for reasons beyond Aquaren's control, if the customer refuses acceptance without justified grounds, or if the customer puts the system into operation for its intended purpose.

7.2 Maintenance

  • Preventive or corrective maintenance work shall be carried out by Aquaren in accordance with the agreed service visits or the provisions of a separate maintenance contract.
  • Upon completion of the respective maintenance work, Aquaren shall prepare a maintenance report documenting the work performed and any identified irregularities or recommendations.
  • The customer must review the maintenance report within one week and notify Aquaren in writing of any identifiable defects in the maintenance services performed. If no written notice of defects is submitted within this period, the maintenance services shall be deemed approved.

7.3 Spare Parts and Individual Components

  • Acceptance testing of spare parts and individual components shall only take place if expressly agreed.
  • The customer must inspect the delivery within one week of receipt and promptly notify Aquaren in writing of any identifiable defects. If the customer fails to provide timely notice of defects, the delivery shall be deemed approved to the extent permitted by law.

8. Retention of Title

  • The delivered goods shall remain the property of Aquaren until all claims arising from the respective contract have been paid in full.
  • Aquaren is entitled to register its retention of title in the retention of title register at the customer's registered place of business. The customer undertakes to cooperate with such registration.
  • For the duration of the retention of title, the customer undertakes to take all necessary measures to protect Aquaren's property and, at its own expense, adequately insure the goods subject to retention of title against theft, damage, fire, water and other customary risks, insofar as such insurance is customary and reasonable at the respective place of use.
  • If a processed product contains, in addition to goods supplied by Aquaren under retention of title, only items owned by the customer or likewise supplied under simple retention of title, the customer assigns the entire purchase price claim to Aquaren. If several advance assignments to different suppliers coincide, Aquaren shall be entitled to a proportion of the claim corresponding to the ratio of the invoice value of its goods subject to retention of title to the invoice value of the other processed items.

9. Intellectual Property, Software and Proprietary Rights

  • All rights to control software used in connection with the delivery, including source code, object code, documentation and know-how, shall remain exclusively with Aquaren or its licensors.
  • The customer is granted a non-exclusive, non-transferable and perpetual right to use the software to the extent necessary for the contractual operation of the system.
  • To the extent permitted by law, disclosure of the source code and any modification, decompilation, reproduction or disclosure to third parties are excluded.
  • The right of use shall not expire upon resale of the system, provided that the system is transferred in its entirety and without modification.
  • All other intellectual property and proprietary rights, including patents, trademarks, designs and plans relating to systems and components developed by Aquaren, shall remain with Aquaren.
  • Where third-party software forms part of the delivery, the respective terms of use and licence conditions of the relevant licensor shall additionally apply.

10. Data Protection and Remote Maintenance

  • The parties undertake to process personal data within the scope of their contractual relationship in accordance with the Swiss Federal Act on Data Protection (FADP), as amended from time to time.
  • Aquaren may access the control systems of the delivered equipment for maintenance, diagnostics and software servicing purposes (remote maintenance).
  • All data transmitted or processed in connection with remote maintenance shall be treated confidentially and shall not be disclosed to third parties. The customer is responsible for data backups and for protecting its own systems against unauthorised access.

11. Warranty / Claims for Defects

  • The warranty period is 12 months, or 6 months in the case of multi-shift operation.
  • The warranty period begins when the delivery leaves the factory or, if Aquaren has also undertaken installation, upon completion of installation. If dispatch or installation is delayed for reasons beyond Aquaren's control, the warranty period shall expire no later than 18 months after notification of readiness for dispatch.
  • If the customer intends to operate the system in multiple shifts, particularly in continuous operation or three-shift operation, the customer must inform Aquaren accordingly before commissioning so that the system design and maintenance intervals can be adapted to these operating conditions.
  • For replaced or repaired parts, a new warranty period of six months shall commence from the date of replacement or completion of the repair. For separately delivered spare parts and components, the warranty period generally begins when the goods leave the factory.
  • Malfunctions resulting from defective wear parts or inadequate cleaning and maintenance shall not be considered defects in the goods. After six months from commissioning, mechanical seals shall also be classified as wear parts, in addition to conventional seals. Charges shall be based on the rates applicable at the time.
  • The warranty shall expire prematurely if the customer or third parties carry out modifications or repairs to the system or components supplied by Aquaren without Aquaren's prior consent, insofar as such modifications or repairs have caused or contributed to the defect being claimed.
  • In the event of a defect, the customer is obliged to take appropriate and reasonable measures without delay to minimise damage and to give Aquaren the opportunity to inspect and remedy the defect.
  • In the case of justified claims for defects, Aquaren is entitled, at its discretion, to repair or replace defective parts. Replaced parts shall become the property of Aquaren unless Aquaren expressly waives this right.
  • For deliveries and services provided by subcontractors or manufacturers expressly specified or selected by the customer, Aquaren shall generally provide warranty coverage only to the extent of the warranty granted by the respective subcontractor or manufacturer, insofar as permitted by law.
  • By way of derogation from the warranty provisions applicable to the complete system, the vacuum pump shall be subject exclusively to the warranty conditions of the original manufacturer.
  • Damage or malfunctions for which Aquaren is not responsible are excluded from the warranty. This applies in particular to damage resulting from natural wear and tear, inadequate maintenance, failure to comply with operating instructions, excessive use, unsuitable spare parts or operating materials not approved by Aquaren, chemical or electrolytic influences, and construction or installation work not carried out by Aquaren.
  • If an inspection carried out by Aquaren following a notice of defects reveals that no defect attributable to Aquaren exists, Aquaren is entitled to charge the customer for the work performed and any additional expenses incurred, based on the rates applicable at the time.

12. Liability

  • To the extent permitted by law, Aquaren's total liability arising from or in connection with the respective contractual relationship shall be limited to the contract price paid by the customer for the specific delivery or service giving rise to the liability.
  • Liability for wilful misconduct, gross negligence and personal injury remains unaffected.
  • Liability for indirect damages, particularly loss of use, production downtime, loss of profit or consequential damages (e.g. disposal costs), is excluded. Contractual penalties shall not be accepted.
  • The use of Aquaren's products and processes takes place outside Aquaren's control and is therefore the sole responsibility of the customer. This applies in particular to the evaporation of contaminated water containing hazardous substances. The use of Aquaren's products and processes does not exempt the customer from complying with all relevant statutory requirements, particularly those relating to occupational safety and environmental protection.
  • The above limitations of liability shall not apply where they conflict with mandatory law.

13. Image Rights and Reference Marketing

  • The customer permits Aquaren to take visual recordings (photographs/videos) on site during installation and after completion of the system.
  • Aquaren is entitled to use these recordings for its own marketing communications and as project references, provided that doing so does not compromise the customer's security or operational secrets.

14. Confidentiality

  • Both parties shall treat all technical and commercial information exchanged within the business relationship that is marked as confidential or is recognisably confidential as confidential and shall not disclose such information to third parties without prior written consent.
  • Each contracting party retains all rights to plans, drawings, technical documents, calculations and other documents provided to the other party. The receiving party may not make such documents available to third parties, in whole or in part, or use them for purposes other than those for which they were provided without the prior written consent of the other party.

15. Applicable Law and Place of Jurisdiction

  • Swiss law shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention).
  • The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Solothurn, Switzerland.

16. Supplementary Provisions and Final Provisions

  • Unless otherwise specified in these GTC or the project-specific Delivery and Installation Conditions, the General Conditions for the Supply of Machinery and Equipment, the General Conditions for the Supply of Spare Parts and the Installation Conditions recommended by Swissmem, in their respective current versions (as of 2024), shall apply on a supplementary basis. In the event of any conflict, these GTC shall prevail.
  • Any general terms and conditions of the customer attached to an order shall not be recognised, even if they are not expressly rejected.
  • If individual provisions of these GTC are or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that most closely reflects its intended economic purpose.
  • Any amendments or additions to these GTC must be made in writing.

17. International Business Transactions

  • This section applies additionally or by way of derogation from the preceding provisions to contracts with customers based outside Switzerland and to deliveries and services destined for locations outside Switzerland. In the event of any conflict, the provisions of this section shall prevail.

17.1 Scope of Application

  • The preceding sections shall also apply to international business transactions unless expressly supplemented or amended by the following provisions.

17.2 Prices, Taxes and Customs Duties

  • Unless otherwise agreed in the quotation or the project-specific Delivery and Installation Conditions, prices shall be quoted EXW Derendingen in accordance with INCOTERMS® 2020.
  • Any statutory value-added tax or comparable levy applicable at the place of delivery shall be borne by the customer.
  • All customs formalities, import charges, customs duties and associated costs at the destination shall be borne by the customer unless expressly agreed otherwise in the quotation.

17.3 Export Controls

  • The delivery of systems, components, spare parts and software may be subject to Swiss, European and other applicable export control and sanctions regulations.
  • The customer undertakes to obtain all permits required for export, transit and import and to provide Aquaren with the necessary information, including information regarding the intended end use and end recipient.
  • Aquaren is entitled to suspend delivery or withdraw from the contract insofar as required by applicable export control or sanctions regulations. Any resulting claims by the customer are excluded.

17.4 International Payment Terms

  • For international business transactions, Aquaren may require additional payment securities by way of derogation from Section 4, part icularly an advance payment guarantee, an irrevocable letter of credit or a bank guarantee.
  • All banking and transfer charges incurred outside Switzerland shall be borne by the customer.

17.5 Country of Destination and Local Regulations

  • The customer is obliged to inform Aquaren, no later than when placing the order, of all regulations, standards and special requirements applicable in the country of destination regarding the design, operation, safety, accident prevention and health protection relating to the delivery, including spare parts.
  • Unless expressly agreed otherwise, deliveries shall be made in accordance with the regulations and standards applicable to Aquaren at its registered office in Switzerland. Additional or differing requirements in the country of destination must be communicated by the customer in good time and, unless expressly included in the quotation, shall be borne by the customer.

17.6 Applicable Law and Place of Jurisdiction for International Business Transactions

  • Swiss law shall also apply exclusively to international business transactions, excluding the CISG. The exclusive place of jurisdiction shall be Solothurn, Switzerland, unless an arbitration clause has been agreed in writing in an individual case.

17.7 Language

  • The German version of these GTC shall be authoritative. In the event of translations into other languages, the German version shall always prevail in matters of interpretation unless otherwise agreed in writing.

17.8 International Data Protection

  • For customers or contractual relationships with an international connection, the national data protection regulations applicable at the customer's registered office or at the place of data processing shall apply in addition to the Swiss Federal Act on Data Protection (FADP), particularly the European Union's General Data Protection Regulation (GDPR), where applicable.
Last updated: October 2026 Aquaren GmbH, Derendingen, Switzerland