General Terms and Conditions (GTC) of Adolf Kühner AG

These General Terms and Conditions (GTC) apply to all contracts, deliveries, and other services between Adolf Kühner AG, Dinkelbergstrasse 1, 4127 Birsfelden, Switzerland (hereinafter referred to as "Kühner AG"), and its customers, unless expressly agreed otherwise in writing. All offers made by Kühner AG are non-binding unless explicitly designated as binding in writing. These GTC apply to both consumers and businesses within the meaning of the Swiss Code of Obligations (OR), whereby mandatory consumer protection provisions take precedence.

A contract is concluded when Kühner AG accepts a customer’s order by means of a written order confirmation, or when the ordered goods are delivered or the agreed service has been rendered. Any changes or additions to an order require written confirmation by Kühner AG.

Kühner AG is a leading manufacturer of shaker machines and offers a broad product range from benchtop shakers to industrial-scale shakers. In addition, Kühner AG produces bioreactors and online measurement systems and distributes laboratory equipment from renowned international manufacturers.
Besides sales, Kühner AG provides services such as repair, maintenance, installation, commissioning, calibration, and qualification (e.g. IQ/OQ, FAT/SAT). All products are characterized by outstanding quality, functionality, reliability, and durability.

The prices valid at the time of order shall apply. Invoices are payable within 30 days from the date of invoice without deduction, unless otherwise agreed. Kühner AG is entitled to request full or partial prepayment in the quotation or order confirmation. In such cases, delivery or performance shall occur only after full payment has been received. Until then, Kühner AG shall not be obligated to deliver or perform and shall not incur any obligations arising from the contract.
In the event of delayed payment, Kühner AG is entitled to charge default interest of 5% per annum as well as reminder fees and to withhold further deliveries until full payment has been received.

Delivery shall be made ex works (EXW – Incoterms 2020) Birsfelden, Switzerland. The risk passes to the customer upon availability of the goods at the place of performance, from which point the customer assumes full responsibility for the goods. Shipping costs are borne by the customer unless otherwise agreed in writing. Delivery dates are non-binding unless expressly agreed as binding. Kühner AG shall not be liable for delays caused by force majeure or other circumstances beyond its control.

Within the meaning of these GTC, services include, in particular, maintenance, repair, installation, commissioning, calibration, qualification (e.g. IQ/OQ, FAT/SAT), and other technical or consulting activities not consisting of product delivery.

Services are performed in accordance with the respective quotation or order confirmation. The customer must ensure that all necessary preconditions (e.g. machine access, power supply, safety measures, approval of qualification protocols, etc.) are met.
Furthermore, the customer must ensure decontamination and disinfection of machines in accordance with document “F0003_Unbedenklichkeitserklärung Wartung / Rücknahme_V01_final (ID 115317).docx.”

The customer undertakes reasonably support to Kühner AG service personnel during the execution of the services and to maintain a safe and accessible work environment. Missing prerequisites, waiting times, or additional expenses caused by circumstances at the customer’s site may be charged separately by Kühner AG and will extend the agreed performance periods accordingly.

Kühner AG warrants that delivered products are free from material and manufacturing defects. The warranty period is 12 months from the delivery date, unless otherwise expressly agreed in writing.

In the event of justified complaints, Kühner AG will, at its discretion, either repair the defect or provide a replacement. Further customer claims, particularly for damages, are excluded unless they are based on gross negligence or intent by Kühner AG.
Any further claims, including compensation for indirect or consequential damages or loss of profit, are excluded to the extent permitted by law.

Kühner AG’s liability is in any case limited to the purchase price of the affected delivery or service, except in cases of intent or gross negligence.

The warranty applies exclusively in the country to which the goods were originally delivered by Kühner AG, unless expressly agreed otherwise in writing. Warranty claims in any other country are excluded unless Kühner AG has provided prior written approval.

For services (e.g. maintenance, repair, installation, calibration, qualification), Kühner AG warrants that such services are performed professionally and in accordance with the state of the art.

If the customer discovers defects after performance, such defects must be reported immediately, but no later than 14 days after completion of the service, in writing.
In the event of justified complaints, Kühner AG will, at its discretion, rework or reperform the service. Any further claims, in particular for damages or reimbursement of costs, are excluded unless the defects are due to intent or gross negligence.
Kühner AG assumes no liability for errors, delays, or additional costs arising from insufficient customer cooperation, missing on-site requirements, or inadequate decontamination of equipment.

For spare parts or materials used in connection with services, the same warranty conditions apply as for delivered products.

Kühner AG’s liability, regardless of the legal grounds, is limited to cases of intent and gross negligence.

In cases of simple negligence, Kühner AG shall only be liable for breaches of essential contractual obligations (cardinal duties), and such liability shall be limited to foreseeable, typical damages.
In no event shall Kühner AG be liable for:

• indirect or consequential damages,

• production losses,

• data loss,

• loss of profit, or

• any other economic consequential damages.

Kühner AG’s liability shall in no case exceed the total value of the contract concerned.

Mandatory statutory liability provisions, in particular under the Product Liability Act, remain unaffected.

The delivered goods remain the property of Kühner AG until full payment of the purchase price has been received. The customer must treat the goods with due care and adequately insure them at their own expense against theft, fire, and water damage.
The customer authorizes Kühner AG to register the retention of title at the customer’s expense in the relevant public register in accordance with Art. 715 of the Swiss Civil Code. In the event of seizure or other interference by third parties with goods subject to retention of title, the customer must notify Kühner AG immediately in writing.
If the goods are located in a country where retention of title is not or only partially permissible, Kühner AG reserves equivalent rights in the goods. The customer is obliged to take all necessary actions (e.g. registration) at their own expense to establish and maintain the retention of title or equivalent security rights.

All documents supplied with Kühner AG products, including but not limited to protocols, operating instructions, technical data sheets, and drawings, are protected by copyright. They may be used solely for the customer’s internal purposes and may not be copied, shared with third parties, or resold without the prior written consent of Kühner AG. All intellectual property rights to products, documentation, and software remain the exclusive property of Kühner AG.

Kühner AG processes personal data of customers in compliance with applicable data protection laws. Data are used exclusively for fulfilling and processing the contract and will not be shared with third parties unless necessary for contract performance. Details on data processing are set out in the Privacy Policy available at Kuhner – Privacy Policy

Kühner AG shall not be liable for failure or delay in fulfilling its obligations if caused by events beyond its reasonable control (force majeure), including but not limited to natural disasters, pandemics, war, strikes, or governmental actions.

Any amendments or supplements to these GTC must be made in writing.

Swiss law shall apply exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Place of jurisdiction is Birsfelden, Switzerland. For B2C contracts, the mandatory jurisdiction provisions of the Swiss Civil Procedure Code apply. These General Terms and Conditions shall enter into force on 1. January 2025.

Any previous versions shall cease to be valid as of this date.