General Terms and Conditions of Sale and Delivery

1. General

1.1. The contract is concluded exclusively with the issuance of the Supplier's written confirmation that he accepts the order (order confirmation). Offers without order confirmation are non-binding, unless expressly stated otherwise. The issuance of an acknowledgement of receipt for an order received does not yet result in the conclusion of a contract.Likewise, offers 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 offer 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 in order to be valid.

2. Scope of supplies and services

The deliveries and services of the supplier are conclusively listed in the order confirmation, including any enclosures to it. The supplier is authorized 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 not binding unless otherwise agreed. Information in technical documents is only binding if it is expressly assured.

3.2. Each party reserves all rights to plans and technical documents which it has handed over 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 outside the purpose for which they were handed over to it without the prior written authorisation of the other party.

4. Product Configurator

4.1. The customer has the option of putting together individually configured products using the product configurator provided on the website. The product configurator serves only as a technical aid; the selection and compilation of the individual components is carried out by the customer on his own responsibility.

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 customer is solely responsible for the accuracy and completeness of the information contained in his 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 customer and could have been avoided if the order had been carefully examined is excluded. This applies in particular to input, transmission or transmission errors, confusion of quantities, prices or products as well as other operating or selection errors.

5. Prices

5.1. Unless otherwise agreed in writing, all prices are net, ex works, excluding packaging and shipping 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 notarizations, are at the expense of the customer. 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. Samples made at the request of the customer will be invoiced to the customer on the basis of an individual calculation if the contract is not concluded and must be paid for by the customer.

5.3. Any material, price and wage increases that occur after the order has been placed and confirmed, including price increases by the upstream suppliers, shall entitle the supplier to invoice the purchaser for the additional costs caused by this if the goods are to be delivered at the request of the purchaser for more than four months after the conclusion of the contract (receipt of the written order confirmation by the purchaser).

6. Payment Terms

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

6.2. If any down payment or the securities to be provided at the time of conclusion of the contract are not paid in accordance with the contract, the supplier is entitled to adhere to the contract and set a grace period for the customer, or to withdraw from the contract, in which case he can claim damages. If the Purchaser is in arrears with a further payment for any reason, or if the Supplier has to seriously fear 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 further performance of the contract and to retain deliveries ready for dispatch until paid by the Purchaser or new payment and terms of delivery have been agreed upon and the supplier has received sufficient security. The supplier is also entitled to withdraw from the contract and claim damages.

6.3. If the customer does not comply with the agreed payment dates, he must pay interest of 5% from the time of the agreed due date without a reminder. We reserve the right to compensate for further damages.

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, books or the like in accordance with the relevant national laws at the expense of the Purchaser and to fulfil all 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 and shall refrain from doing everything to ensure that the Supplier's unrestricted claim to ownership is neither impaired nor cancelled. 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 time

8.1. The delivery period, if such a period is assured, shall commence upon receipt of the order confirmation from the Supplier by the Purchaser. The delivery time is calculated according to the corresponding number of working days, which are indicated on the order confirmation. The delivery deadline is met if the delivery or at least the notification of readiness for shipment to the customer 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 assurance of a fixed delivery date.

8.2. Compliance with the delivery deadline presupposes the fulfilment of the contractual obligations by the customer.

8.3. The delivery period is extended appropriately if:

a. the Supplier does not receive the information required by the Supplier for the performance of the contract in good time or if the Purchaser subsequently changes it and thus causes a delay in 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, mobilization, war, riots, significant operational disruptions, accidents,Labour disputes, late or incorrect delivery of the necessary raw materials, semi-finished or finished products, official measures or omissions as well as natural disasters;

c. the Purchaser or third parties are in arrears with the work to be carried out by them or are in default with the fulfilment of the contractual obligations, in particular if the Purchaser does not 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 deadlines and claims for damages. Likewise, the supplier reserves the right to partial delivery.

8.5. The Supplier shall be entitled to make partial deliveries, whereby he 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 by analogy.

9. Transition of benefit and danger

9.1. The benefit and risk shall be transferred to the Purchaser at the latest upon dispatch of the delivery from the supplier's manufacturer's factory. This also applies to partial deliveries or if the supplier has assumed additional services, e.g. the shipping 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 dispatch. From this point on, the deliveries will be stored and insured by the supplier at the expense and risk of the customer. In the event of delay, the storage fee is half a percent for each full week of delay, but 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. The Supplier shall be entitled to dispose of the delivery item elsewhere after the appointment and fruitless expiry of a reasonable period of time and to supply the Purchaser with reasonable extended periods, provided that the originally ordered goods are still available.

10. Shipping, transport and insurance

10.1. Special requests regarding shipping, transport and insurance must be notified to the supplier in good time. The transport is at the expense and risk of the customer. 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 customer. At the request of the customer, the shipment shall be insured by the supplier against theft, breakage, transport, fire and water damage as well as other insurable risks at his own expense.

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

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 deemed to have been approved and accepted. Immediately upon arrival of the goods, the customer checks the goods for any transport damage and immediately reports them to the forwarder and the supplier.

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 customer.

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 notify the defects in good time, the deliveries and services shall be deemed to have been approved and the Purchaser shall have forfeited its claims under the warranty in kind.

13.4. The supplier must remedy the defects complained of in due time as quickly as possible and the customer must give him the opportunity to do so.

13.5. If it makes it necessary to remedy the defects, the complained parts must 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 begins with the dispatch of the delivery from the factory or, if the supplier has also taken over the assembly, with its completion. If 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 readiness for shipment. The warranty shall expire prematurely and immediately if the Purchaser or third parties improperly make changes or repairs to the delivered item or if, if a defect has occurred, the Purchaser does not immediately take all 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 his discretion and at his 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 customer after delivery. If the rectification fails, the customer has the right to change or reduce 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 fault of the Supplier or as a 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 (so-called consequential damages) or liability for other indirect damages of any kind is excluded within the legally permissible framework.

13.11. Due to defects of any kind in deliveries or services, the customer has no rights and claims except for the provisions expressly mentioned in this section 13.

14. Supplier's right of recourse

If persons are injured or third-party property is damaged by the actions or omissions of the Purchaser or his 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 regulated 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 this contract for work.

16. Right of Use of Customer 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 of this customer data exists for the purpose of providing the agreed services as well as for training and analysis activities of the supplier.

16.2. The customer retains sole ownership of the copyrights or other intellectual property rights of the customer data provided by him.

16.3. The Purchaser represents and warrants that it has the full rights and authority to provide all Customer Data, that all data provided is accurate and truthful, and that it is entitled to grant the license referred to in Section 16.1. In addition, the customer 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 customer data as well as the technical details of the transmitted customer data insofar as this is necessary for the production of the desired 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 customer 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 executing 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 them with technical security measures adapted to the current state of the art. The parties are obliged to delete the personal data as soon as their 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 upload of Purchaser data in accordance with Clause 16, this will also be processed by the Supplier. In this case, the customer 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 supplier's general data protection provisions 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 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.