General Terms and Conditions of Sale and Delivery

1. General

1.1. The contract is concluded exclusively with the issuing of the Supplier's written confirmation that it accepts the order (order confirmation). Quotations without an order confirmation are non-binding, unless expressly stated otherwise. The issuing of an acknowledgement of receipt for an order received does not amount to the conclusion of a contract. Likewise, quotations that do not contain an acceptance period are non-binding.

1.2. These terms and conditions of delivery are binding if they are declared applicable in the quotation or in the order confirmation. Contrary terms and conditions of the Purchaser shall only be valid if they have been expressly accepted by the Supplier in writing.

1.3. All agreements and legally relevant declarations of the contracting parties must be in writing to be valid.

2. Scope of delivery and services

The deliveries and services of the Supplier are detailed conclusively in the order confirmation, including any enclosures to it. The Supplier is authorised to make changes that lead to improvements provided that they do not result in a price increase.

3. Plans and technical documentation

3.1. Brochures and catalogues are non-binding unless agreed otherwise. Information in technical documents is only binding if it is expressly confirmed as such.

3.2. Each party reserves all rights to plans and technical documents which it has presented to the other party. The receiving party acknowledges these rights, and will not make the documents available to third parties in whole or in part or use them beyond the purpose for which it receives them without the prior written authorisation of the other party.

4. Product configurator

4.1. The Purchaser has the option of putting together individually configured products using the product configurator provided on the website. The product configurator serves as a technical aid only; the selection and compilation of the individual components is carried out by the Purchaser, for which the Purchaser itself is solely responsible.

4.2. The Purchaser is obliged to carefully check the settings made during the configuration process as well as the final configuration before placing the order. The Purchaser is solely responsible for the correctness, completeness and suitability of the selected configuration for the intended purpose.

4.3. The Purchaser is solely responsible for the accuracy and completeness of the information contained in its order, in particular with regard to the type, quantity and specification of the products ordered.

4.4. A contestation of the order due to reasons that are attributable to the sphere of risk of the Purchaser and could have been avoided if the order had been carefully examined is excluded. This applies, in particular, to data entry, transfer or transmission errors, confusions of quantities, prices or products as well as other operating or selection errors.

5. Prices

5.1. Unless agreed otherwise in writing, all prices are net, ex-works, excluding packaging and shipment costs, plus the respective statutory value added tax. For a net order value of less than CHF 100, a minimum quantity surcharge of CHF 20 net will be charged. All ancillary costs, such as freight, insurance, export, transit, import and other permits as well as notarisations, are at the expense of the Purchaser. Likewise, the Purchaser shall bear all types of taxes, duties, fees, customs duties and the like levied in connection with the contract or shall reimburse them to the Supplier upon appropriate proof if the Supplier has become liable for them.

5.2. If the contract is not concluded, samples made at the request of the Purchaser will be invoiced to the Purchaser on the basis of an individual calculation and shall be paid for by the Purchaser.

5.3. If the goods are to be delivered at the request of the Purchaser more than four months after the conclusion of the contract (receipt of the written order confirmation by the Purchaser), any material, price and wage increases that occur after the order has been placed and confirmed, including price increases by upstream suppliers, shall entitle the Supplier to invoice the Purchaser for the additional costs incurred accordingly.

6. Terms of payment

6.1. Payments are to be made by the Purchaser in accordance with the agreed terms of payment at the Supplier's registered office without discounts, expenses, taxes, duties, fees, customs duties or the like. Unless agreed otherwise or indicated on the invoice, the invoice must be paid by the Purchaser within 10 days of its receipt.

6.2. If any down payment or collateral to be provided at the time of conclusion of the contract is not paid in accordance with the contract, the Supplier is entitled to assert the contract and set a grace period for the Purchaser or to withdraw from the contract, in which case it can claim damages. If the Purchaser is in arrears with a further payment for any reason, or if the Supplier justifiably fears that it will not receive the Purchaser's payments in full or on time due to a circumstance that has occurred after the conclusion of the contract, the Supplier shall be entitled, without limiting its statutory rights, to suspend the further performance of the contract and to retain deliveries ready for shipment until paid by the Purchaser, or until new terms of payment and of delivery have been agreed and the Supplier has received sufficient certainty. The Supplier is also entitled to withdraw from the contract and to claim damages.

6.3. If the Purchaser fails to comply with the agreed payment dates, it must pay interest of 5% from the time of the agreed due date without a reminder. The right to claim for further damages remains reserved.

7. Retention of title

7.1. The Supplier shall retain ownership of all its deliveries until it has received payment in full from the Purchaser in accordance with the contract. The Purchaser shall be obliged to cooperate in measures necessary to protect the Supplier's property; in particular, upon conclusion of the contract, it authorises the Supplier to enter or pre-register the retention of title in public registers, records or the like in accordance with the relevant national laws at the expense of the Purchaser and to fulfil all the relevant formalities. The Purchaser shall be obliged to maintain the delivered items at his own expense during the period of retention of title and to insure them for the benefit of the Supplier against theft, breakage, fire, water and other risks, insofar as the Supplier so requests from the Purchaser. Any claims arising from an insurance contract shall be assigned by the Purchaser to the Supplier in advance. Furthermore, the Purchaser must take all necessary measures to uphold, and refrain from doing anything that would impair or rescind, the Supplier's unrestricted claim to title. The risk of loss or damage to the goods shall also be borne by the Purchaser during the effective period of the retention of title. In all other respects, the Supplier reserves all rights arising from the legally valid retention of title vis-à-vis the Purchaser or any third parties.

8. Delivery period

8.1. The delivery period, if such a period is confirmed, shall commence upon the receipt of the order confirmation of the Supplier by the Purchaser. The delivery period is calculated according to the corresponding number of working days indicated on the order confirmation. The delivery period is met if the delivery, or at least the notification of readiness for shipment to the Purchaser, has been made by its expiry. The assertion of damages caused by delay remains excluded, except in the case of intent or gross negligence on the part of the Supplier or in the case of an express written confirmation of a fixed delivery date.

8.2. Compliance with the delivery period presupposes the fulfilment of the contractual obligations by the Purchaser.

8.3. The delivery period is extended appropriately if:

a. the Supplier does not receive the information it requires for the performance of the contract in good time, or if the Purchaser subsequently changes such information and thus causes a delay to deliveries or services;

b. obstacles arise which the Supplier cannot avert despite exercising due care, regardless of whether they arise at the Supplier's premises, at the Purchaser's premises or at a third party's. Such obstacles are, in particular, unforeseeable delays in delivery by its own suppliers, epidemics, military mobilisation, war, riots, significant operational disruptions, accidents, labour disputes, late or incorrect delivery of the necessary raw materials, semi-finished or finished products, governmental measures or omissions, as well as natural disasters;

c. the Purchaser or third parties are in arrears with the work they are required to carried out or are in default with the fulfilment of the contractual obligations, in particular if the Purchaser fails to comply with the terms of payment.

8.4. Under the reasons mentioned in accordance with letters a to c, the Supplier is also entitled to withdraw from the contract. This releases the Supplier from delivery, subsequent delivery, compliance with delivery periods and claims for damages. Likewise, the Supplier reserves the right to partial deliveries.

8.5. The Supplier shall be entitled to make partial deliveries, whereby it shall notify the Purchaser of this in writing in good time.

8.6. The assertion of compensation for delay due to late delivery is excluded.

8.7. If a specific date has been agreed instead of a delivery period, this is equivalent to the last day of a delivery period. No. 8.1 to 8.4 shall apply accordingly.

9. Transfer of benefit and risk

9.1. The benefit and risk shall be transferred to the Purchaser upon the shipment of the delivery from the manufacturer's facility of the Supplier at the latest. This also applies to partial deliveries or if the Supplier assumes additional services, e.g. shipment costs or the delivery and installation of the goods.

9.2. If the shipment of the delivery is delayed for reasons for which the Purchaser is responsible, the risk shall pass to the Purchaser at the time originally intended for delivery ex works in accordance with the notification of readiness for shipment. From this point on, the deliveries will be stored and insured by the Supplier at the expense and risk of the Purchaser. In the event of delay, the storage fee is half a percent for each full week of delay, and a maximum of five percent in total of the value of the part of the total delivery that was not accepted on time or in accordance with the contract as a result of the delay. After setting a reasonable grace period and allowing it to expire without result, the Supplier shall be entitled to dispose of the delivery item elsewhere, and to supply the Purchaser subject to reasonably extended delivery periods, provided that the originally ordered goods remain available.

10. Shipment, transport and insurance

10.1. Special requests regarding shipment, transport and insurance must be notified to the Supplier in good time. The transport takes place at the expense and risk of the Purchaser. Complaints in connection with shipment or transport must be addressed by the Purchaser to the last carrier immediately upon receipt of the deliveries or the freight documents.

10.2. Insurance against damage of any kind is the responsibility of the Purchaser. At the request of the Purchaser and at its own expense, the shipment shall be insured by the Supplier against theft, breakage, transport, fire and water damage as well as other insurable risks.

10.3. Equipment is delivered disassembled, as far as the shipment method and transport risk require it.

11. Inspection and acceptance of deliveries and services

Upon receipt, the Purchaser shall check the deliveries and services for completeness and notify the Supplier immediately in writing of any defects, otherwise the deliveries and services shall be considered to have been approved and accepted. The Purchaser shall immediately check the goods for any transport damage upon the arrival of the goods, and report any such damage to the forwarder and the Supplier immediately.

12. Return of ordered products

12.1. The return of ordered and delivered products, in particular individually configured or customer-specific products, is only permissible on the basis of a prior express written agreement with the Supplier. There is no entitlement to conclude such an agreement.

12.2. Unless otherwise stipulated in such an agreement, the Purchaser shall bear all costs associated with the return, in particular transport, packaging and insurance costs as well as any customs duties or other incidental costs; the return shipment is at the risk and expense of the Purchaser.

13. Warranty, liability for defects

13.1. Defects that are discovered within the warranty period must be notified to the Supplier in writing immediately after they are discovered.

13.2. Hidden defects that already existed at the time of acceptance but could not be discovered, even with due care, must also be reported to the Supplier in writing immediately after their discovery.

13.3. If the Purchaser fails to provide notification of the defects in good time, the deliveries and services shall be considered to have been approved, and the Purchaser shall have forfeited its claims under the warranty in kind.

13.4. The Supplier must remedy raised defects in due time as quickly as possible, and must be given the opportunity to do so by the Purchaser.

13.5. If necessary for remedying defects, the parts in question shall be returned to the Supplier carriage paid after prior consultation.

13.6. The warranty period is six months for single-shift operation (8 hours daily operating time), three months for two-shift operation (16 hours daily operating time) and two months for three-shift operation (24 hours daily operating time). It starts with the shipment of the delivery from the facility or, if the Supplier is also responsible for the assembly, with its completion. If the shipment or assembly is delayed for reasons for which the Supplier is not responsible, the warranty period ends no later than 12 months after notification of the readiness for shipment. The warranty shall expire prematurely and immediately if the Purchaser or third parties make changes or repairs to the delivered item improperly, or if, if a defect has occurred, the Purchaser fails to immediately take all the appropriate measures to mitigate the damage and gives the Supplier the opportunity to remedy the defect.

13.7. The Purchaser's right to withdraw from the contract (conversion) or to reduce the purchase price (reduction) shall be preceded by the Supplier's right to repair the defective goods or replace them with new goods at its discretion and at its own expense. The associated transport, travel, labour and material costs are borne by the Supplier. This obligation to bear costs does not apply to the extent that these expenses are increased by the fact that the purchased item has been taken to a place other than the original place of delivery of the Purchaser after delivery. If the rectification fails, the Purchaser has the right to change or mitigate the defect.

13.8. The Supplier shall not be liable for defects or damage that have occurred after the transfer of risk, in particular due to unsuitable or improper use, incorrect installation or commissioning by the Purchaser or third parties, defective maintenance, excessive stress, non-compliance with operating regulations, natural wear and tear, incorrect or negligent handling, unsuitable operating equipment, chemical, electrochemical or electrical influences, unless they are contractually required and are not attributable to the Supplier or the result of other reasons for which the Supplier is not responsible.

13.9. For deliveries and services of subcontractors prescribed by the Purchaser, the Supplier shall only assume the warranty within the scope of the warranty obligations of the subcontractors concerned.

13.10. Liability for claims for damages as a result of defects that have not arisen in the delivery item itself, such as claims for reimbursement of costs and lost profits due to loss of production (consequential damages) or liability for other indirect damages of any kind is excluded within the legally permissible framework.

13.11. The Purchaser has no rights and claims due to defects of any kind in deliveries or services, except for the provisions expressly mentioned in this Section 13.

14. Right of recourse of the Supplier

If persons are injured or third-party property is damaged by the actions or omissions of the Purchaser or its assistants, and the Supplier is held liable for this reason, the Supplier shall have a right of recourse against the Purchaser.

15. Assembly

If, in addition to the delivery, the Supplier also assumes the assembly or the installation supervision, this shall be carried out and overseen by the Supplier within the framework of an independent contract for work and services independent of the delivery. The special written assembly provisions apply to such a contract for work.

16. Right of use concerning the Purchaser’s data

16.1. The Purchaser grants the Supplier a non-exclusive, royalty-free, worldwide and transferable right to use, copy, distribute and display all data uploaded by the Supplier, including CAD data (hereinafter referred to as "Purchaser Data"). The right of use for the Purchaser Data exists for the purpose of providing the agreed services as well as for training and analysis activities of the Supplier.

16.2. The Purchaser retains sole ownership of the copyrights or other intellectual property rights of the Purchaser Data it provides.

16.3. The Purchaser represents and warrants that it has the full rights and authority to provide all Purchaser Data, that all data provided is accurate and truthful, and that it is entitled to grant the right referred to in Section 16.1. In addition, the Purchaser will not upload any data that violates applicable law or the rights of third parties. In the event of such a violation of rights, the Purchaser shall indemnify the Supplier against the claims of third parties.

16.4. The Supplier is entitled to change the Purchaser Data as well as the technical details of the transmitted Purchaser Data insofar as this is necessary for the production of the requisite product in the context of the agreed service.

16.5. The Supplier shall not pass on the Purchaser Data to unauthorised third parties and shall only make it accessible to a necessarily narrow circle of employees. Information from and about the Purchaser will not be evaluated by the Supplier and will not be passed on to third parties.

17. Data protection

17.1. The parties are obliged to comply with the legal provisions on data protection, in particular the Swiss Data Protection Act and, if applicable, the EU General Data Protection Regulation (GDPR) when implementing the contract, and to impose compliance with these provisions on their employees.

17.2. The parties will process the personal data received (names and contact details of the respective contact persons) exclusively for the performance of the contract, and will protect it with technical security measures adapted to the current state of the art. The parties are obliged to erase the personal data as soon as its processing is no longer necessary. Any statutory retention obligations remain unaffected by this.

17.3. If the Purchaser transmits personal data to the Supplier in a non-anonymised form as part of the uploading of Purchaser Data in accordance with Section 16, this will also be processed by the Supplier. In this case, the Purchaser is solely responsible for the lawfulness of the transfer under data protection law and its collection, processing or use in accordance with the agreement. In all other respects, the general data protection provisions of the Supplier apply.

17.4. If the Supplier processes personal data on behalf of the Purchaser within the scope of the performance of the contract, the parties shall conclude an agreement on order processing in this regard.

18. Severability clause

These Terms and Conditions of Sale and Delivery remain binding even if individual provisions are legally invalid.

19. Place of jurisdiction and applicable law

19.1. The place of jurisdiction for the Purchaser and the Supplier shall be the registered office of the Supplier. However, the Supplier shall be entitled to prosecute the Purchaser at the location of its registered office.

19.2. The legal relationship is subject to Swiss law, to the exclusion of conflict of laws and the Vienna Convention on Contracts for the International Sale of Goods.