1. Validity and Conclusion of the GTC and the Contract

1.1 These General Terms and Conditions (GTC) govern the terms and conditions for the sale and supply of products marketed by ECSA Energy SA, Balerna (hereinafter the “Seller”) and form an integral part of the sales and supply contract (hereinafter the “Contract”) concluded with the customer (hereinafter the “Buyer”). The version of the GTC applicable to the Contract is the one in force on the date of the order.
1.2 These GTC are binding if they are declared applicable in the offer or in the order confirmation. Different terms and conditions of the Buyer are valid only if accepted by the Seller.
1.3 The Contract is deemed concluded once the Seller, after receiving an order, has confirmed acceptance in writing or by issuing the invoice.
1.4 The Contract replaces any previous offer, correspondence, letter of intent, or other written or oral communication.
1.5 Any amendment to the Contract requires the written consent of both parties. Consent may also be given by electronic transmission (e.g. fax, scanned documents sent by e-mail) of the amended Contract with a legally valid signature.

2. Scope of Supply

2.1 The order confirmation is decisive for the scope of supply. Services not included in the order confirmation will be invoiced separately.
2.2 The decisive weight or volume of the goods under the Contract shall be the weight or volume measured at the Seller’s facility.
2.3 Special delivery conditions and deadlines must be agreed in advance by the parties and accepted in writing by the Seller.

3. Usage Requirements

The use of the supplied goods occurs outside the Seller’s ability to control and falls exclusively within the Buyer’s responsibility.

4. Price

4.1 Prices are understood as net, including packaging and all ancillary costs such as transport, insurance, import/export permits, unless otherwise agreed in writing. Packaging cost fluctuations may depend on unpredictable factors such as raw material shortages or rising energy costs. In case of substantial increases, the final product price will be adjusted.
4.2 Transport costs, duties, taxes and fees shall be borne by the Buyer. These duties, fees, heavy vehicle charges or fuel surcharges may be amended at any time by the Seller, including in existing contracts.
4.3 Should increases or new taxes, incentive charges, duties or other public-law taxes come into effect between the conclusion of the contract and the supply, the sales price will be adjusted and charged to the Buyer. Additional costs required to adapt product quality due to stricter environmental protection standards or new combustion technologies are borne by the Buyer.
4.4 If the quantity actually delivered for each delivery and unloading location is more than 10% below the ordered quantity due to the available capacity of the tank, the Seller is authorised to charge the price corresponding to the category of the actual quantity supplied, with value date on the day of the contract conclusion or the subsequent agreement. If the difference between the ordered and delivered quantity is due to logistical reasons attributable to the Seller, the Seller reserves the right not to make a supplementary delivery for the missing volume up to a maximum of 500 litres, unless otherwise agreed in writing.
4.5 If the Buyer decides to cancel the order, the Seller reserves the right to charge administrative fees of CHF 200 as well as an additional charge corresponding to the positive difference between the product price at the moment of ordering and at the moment of cancellation.
4.6 If the Buyer wishes to postpone delivery with the Seller’s agreement, the Seller may charge storage costs.

5. Payment Terms

5.1 Unless otherwise agreed, the price becomes due with the transfer of possession of the goods to the Buyer.
5.2 The payment obligation is considered fulfilled once the invoiced amount has been credited to a Seller’s account without deductions. Bank charges are borne by the Buyer.
5.3 The Seller reserves the right to request information regarding the Buyer’s creditworthiness and to require prepayment or cash on delivery.
5.4 Agreed payment deadlines must be respected, even in the case described in Art. 11. Any set-off by the Buyer is excluded.
5.5 In case of late payment, default interest shall accrue without further reminder. Default interest of 5% above the Swiss National Bank discount rate will be charged, in any case not less than 3%.
5.6 If the goods are to be delivered only after prepayment and the Buyer is in default, the Seller may withdraw from the Contract.
5.7 In case of default, the Seller is authorised to withhold further deliveries and make further performance dependent on suitable securities, including prepayment. All rights arising from the business relationship become immediately due. The Seller may also withdraw from the Contract without granting an extension.
5.8 The invoice will be issued in digital format and sent by e-mail to the contact indicated by the Buyer during contract definition. Requiring a printed invoice sent by standard mail incurs a surcharge of CHF 2.–.

6. Place of Supply

6.1 For legal and technical safety reasons, the Seller must have free access to the tank and measuring installations at the time of unloading. Access must be legally and physically possible.
6.2 The Buyer bears additional costs in case of filling extra tanks not indicated at contract conclusion, difficult unloading operations requiring more time or logistical effort, deliveries requiring more than 50 m of hose, or the need for an additional auxiliary operator provided by the Seller. Deliveries requiring more than 70 m of hose are only possible with prior agreement.
6.3 If unloading is impossible due to non-compliance with legal requirements, the Buyer shall bear the resulting transport and logistics costs.
6.4 By placing the order, the Buyer ensures that the tank and measuring devices comply with applicable legal provisions, in particular federal water protection rules and cantonal requirements. The Buyer confirms compliance with all required measures. The Seller declines any liability for damages caused directly or indirectly by fuel leakage due to defective installations.
6.5 If the Buyer requests an urgent delivery (less than 48 hours notice), outside regular working hours, or on Saturdays or public holidays, the Seller reserves the right to apply a surcharge.
6.6 If, after confirmation of the delivery appointment, the Seller is unable to unload due to reasons attributable to the Buyer, the Seller reserves the right to charge a penalty covering logistical costs for each unsuccessful attempt.
6.7 If a smaller truck is required (less than 18 tonnes, width < 2.50 m or height < 3.40 m), the Seller reserves the right to apply a surcharge.

7. Retention of Title

7.1 The Seller retains ownership of the goods until full payment has been made.
7.2 The Buyer authorises the Seller to record the retention of title in the appropriate public register at the Buyer’s expense.
7.3 The Buyer must immediately inform the Seller of any change of domicile or registered office.

8. Delivery Time

8.1 The delivery period begins once the Contract is concluded, the goods are available at the Seller’s facility, and all official formalities (import permits, payments, etc.) have been completed.
8.2 The Buyer is not entitled to damages or contract termination due to delivery delays.

9. Benefits and Risks

9.1 Benefits and risks pass to the Buyer at the latest upon arrival of the delivery.
9.2 If dispatch is delayed or made impossible for reasons attributable to the Buyer, the goods will be stored at the Buyer’s cost and risk.

10. Claims

10.1 The Buyer must check whether the delivered goods are in perfect condition and suitable for their intended use.
10.2 Claims regarding quality, quantity or price must be submitted in writing immediately and no later than 8 days after receipt.
10.3 In the event of a quality claim, both parties shall carry out their own checks on the sampled material. A claim is valid only if based on analysis carried out on representative sealed samples by a certified and recognised laboratory. If the results differ and no agreement is reached, ISO 4259 shall apply.
10.4 If the Buyer fails to examine the goods or to notify the Seller immediately of defects, the goods are deemed accepted and the Seller is released from any liability.
10.5 In the case of justified and duly submitted claims, the Seller undertakes, at its discretion, to replace the defective goods or remedy the defect as soon as possible. The replaced goods become the property of the Seller.
10.6 Claims for damages due to defects, shortages or negligent breach of ancillary obligations are limited to the value of the supplied goods. Other claims, particularly for indirect damages, are excluded.

11. Force Majeure

The Seller is not liable for failure to fulfil contractual obligations due to force majeure. Force majeure includes all circumstances beyond the Seller’s control, whether occurring at the Seller, the Buyer or a third party (e.g. epidemics, mobilisation, war, riots, accidents, labour disputes, incorrect or delayed supply, raw material shortages, raw material price increases, government measures, natural events).

12. Data Protection

Upon your approval, the data required for the conclusion or management of a contract may be exchanged with public authorities or companies, if and to the extent necessary for credit information or contract handling.

13. Partial Invalidity

If individual provisions of these GTC are wholly or partially invalid, the validity of the remaining provisions remains unaffected. The invalid rule is replaced by a valid one that best reflects its economic purpose and meaning.

14. Place of Performance, Jurisdiction and Applicable Law

14.1 All legal relations between Buyer and Seller are subject to Swiss law.
14.2 The exclusive place of performance and jurisdiction for all proceedings, as well as the place of enforcement (for buyers domiciled abroad), is Mendrisio (Switzerland). The Seller may also take legal action at the Buyer’s domicile or before any other competent court.