General terms and conditions

1. General Information

1.1 The contract is executed with the receipt of the supplier’s written confirmation accepting the order (order confirmation). Offers not containing an acceptance period are non-binding.

1.2 These delivery terms are binding, if they are declared to be applicable in the offer or the order confirmation. Any other terms of the ordering party only apply, if the supplier expressly accepts them in writing.

1.3 All agreements and legally relevant declarations of the contractual parties require the written form to be applicable. Declarations in text form, which are transmitted or stored using electronic media, are treated the same as the written form, if agreed by the parties separately.

2. Scope of goods and services

The supplier’s goods and services are described conclusively in the order confirmation including any possible enclosures to the same. The supplier is entitled to make changes resulting in improvements, as long as they do not cause a price increase.

3. Plans and technical documentation

3.1 Brochures and catalogues are not binding unless agreed otherwise. Details in technical documentation are only biding if expressly confirmed.

3.2 Every contractual party reserves all rights to the plans and the technical documentation handed over to the other party. The receiving contractual party recognises these rights, and it will not make the documentation in parts or fully available to a third party without the prior express written authorisation of the other contractual party, or use it outside the purpose for which it has been handed over.

4. Regulations in the country of destination and safeguards

4.1 The ordering party has to draw the supplier’s attention to the regulations and rules referring to the provision of the goods and services, the operation and the prevention of illnesses and accidents no later than with the submission of the order.

4.2 In the absence of any other agreements the goods and services correspond to the regulations and rules at the domicile of the ordering party, and the ordering party has pointed these out pursuant to section 4.1. Additional or other safeguards are supplied, as long as these have been expressly agreed.

5. Prices

5.1 All prices are - in the absence of any other agreement - net, ex works, without packaging, payable in freely available Swiss francs, without any deductions. All ancillary costs, such as for example freight, insurance, export, transit, import and other licences, as well as any certifications are charged to the ordering party. The ordering party also bears all types of taxes, fees, duties, customs, etc. that are payable in connection with the contract, or it has to reimburse the supplier when presented with the relevant evidence, should the supplier have been liable for them.

5.2 The supplier reserves the right to adjust the prices to a reasonable extent, should the wages or the material prices change between the time of the offer and the contractually agreed fulfilment. The prices can also be adjusted to a reasonable extent, if the delivery time is extended at a later time due to any reason included in section 8.3, or if the type or scope of the agreed goods or services has been changed, or if the material or the fulfilment has changed, because the documentation provided by the ordering party does not correspond to the actual circumstances or was incomplete.

6. Payment Terms

6.1 The ordering party has to make the payments according to the agreed payment terms at the supplier’s domicile without any deductions of discounts, expenses, taxes, fees, duties, customs, etc.

6.2 In the absence of any other agreement the price is payable in the following instalments: One third as an advance payment within one month after receipt of the order confirmation at the ordering party, one third at the end of two thirds of the agreed delivery time, and the remaining amount within one month of the date when the supplier has communicated the readiness for dispatch.

6.3 The payment obligation is fulfilled, when Swiss francs have been made freely available to the supplier at the supplier’s domicile.

6.4 The payment terms must also be adhered to, if transport, delivery, assembly, commissioning or acceptance of the goods or services are delayed or made impossible due to reasons beyond the supplier’s control, or if insignificant parts are missing or if subsequent work may become necessary that does not impede the use of the goods.

6.5 In the event that the securities to be provided with the advance payment or the execution of the contract are not provided as contractually agreed, the supplier is entitled to uphold the contract or to with draw from the contract, and to demand compensation in both cases.

6.6 In the event that the ordering party does not respect the agreed terms of payment, default interest, which is calculated on the interest rates common at the domicile of the ordering party, however at a rate of at least 4% above the corresponding 3 months CHF-LIBOR, is payable from the time of the agreed due date without a reminder. The right to further compensation is reserved.

7. Retention of ownership

The supplier remains the owner of the entire goods, until the payments have been fully received as contractually agreed.

The ordering party is obliged to co-operate in the measures that are necessary to protect the supplier’s ownership; above all, the ordering party authorises the supplier with the signing of the contract to arrange for their registration or reservation of the retention of title in public registers, books or similar institution according to the corresponding national legislation and to complete all necessary formalities at the expense of the ordering party.

The ordering party services the supplied objects at its own expense for the duration of the retention of title and insures them in favour of the supplier against theft, breakage, fire, water and other risks. It will also take all measures to ensure that the supplier’s retention of title cannot be limited or terminated.

8. Period of delivery

8.1 The period of delivery begins, as soon as the contract is executed, all regulatory formalities, such as import, export, transit and payment authorisations have been obtained, the payments and securities to be provided with the order have been made and arranged, as well as any significant technical issues have been resolved. The period of delivery is classed as observed, if the notification of the readiness for dispatch has been sent to the ordering party by the end of the period of delivery.

8.2 A prerequisite of compliance with the period of delivery shall be the fulfilment of the contractual obligations by the ordering party.

8.3 The period of delivery is extended accordingly, if:

a) the Supplier does not receive the details necessary to fulfil the contract in good time, or if the ordering party changes the details at a later point and thus causes a delay to the goods or services;

b) there are obstacles the supplier cannot avoid despite having applied the necessary care and regardless of whether they occur to the supplier, the ordering party or a third party. These obstacles include for example epidemics, mobilisation, war, revolts, significant operational faults, accidents, labour disputes, delayed or faulty delivery of the required raw material, semi-finished or finished goods, defects of important parts, administrative measures or omissions, natural disaster;

c) the ordering party or a third party experience delays with the work to be effected or the fulfilment of their contractual obligations, in particular, if the ordering party does not comply with the payment terms.

8.4 The ordering party is entitled to claim compensation for delayed goods, as long as it can be proven that the delivery was caused by the supplier and that the ordering party has suffered a damage due to this delay. In the event that the ordering party is helped with a replacement delivery, the right to receive compensation for delay expires. The compensation for delay amounts to a maximum of 1/2% for every full week of delay, however not more than 5% calculated on the basis of their contractual price of the delayed part of the delivery. There is no right to a compensation for delay for the first two weeks of the delay. When the maximum amount of the compensation for delay is reached, the ordering party has to grants the supplier a suitable grace period. In the event that this grace period is not observed for reasons attributable to the supplier, the ordering party is entitled to refuse the acceptance of the delayed part of the delivery. In the event that a partial acceptance is economically unreasonable, the ordering party is entitled to terminate the contract and to demand the return of all payments made while returning the goods already supplied.

8.5 If a certain date of delivery has been agreed instead of a period of delivery, it is the same as the last day of the period of delivery; sections 8.1 to 8.4 apply correspondingly. This limitation does not apply to the supplier’s illegal intent or gross negligence, it applies, however, to the illegal intent or gross negligence of assisting people.

8.6 In case of delayed goods and services, the ordering party does not have any other rights apart from those expressly mentioned in this section 8. This limitation does not apply to the supplier’s illegal intent or gross negligence, it applies, however, to the illegal intent or gross negligence of assisting people.

9. Packaging

The supplier charges separately for packaging, and does not accept their return. Should the packaging be described as the supplier’s property, the ordering party has to return it to its point of origin, postage paid.

10. Transfer of use and risk

10.1 Use and risk are transferred to the ordering party at the latest with the dispatch of the goods from the plant.

10.2 In the event that the dispatch is delayed upon the request of the ordering party or for other reasons that are not attributable to the supplier, the risk is transferred to the ordering party at the time originally agreed for the dispatch from the plant. From this moment in time the goods are stored and insured at the expense and risk of the ordering party.

11. Dispatch, transport and insurance

11.1 Particular requests regarding dispatch, transport and insurance have to be communicated to the supplier in good time. The transport takes place at the expense and risk of the ordering party. The ordering party has to submit the complaints in connection with the dispatch or transport promptly to the last carrier when receiving the goods or freight documents.

11.2 It is the obligation of the ordering party to take out an insurance policy against all types of damage.

12. Tests and acceptance of the goods and services

12.1 The supplier checks the goods and services as far as commonly practised before dispatch. Should the ordering party require further tests, these have to be agreed separately and paid by the ordering party.

12.2 The ordering party has to test the goods and services within a suitable period of time, and communicate any possible faults promptly and in writing to the supplier. If this is omitted, the goods and services are regarded as accepted.

12.3 The supplier has to remedy the faults communicated according to section 12.2 as quickly as possible, and the ordering party has to give it the opportunity to do so.

12.4 How to conduct an acceptance test as well as determining the applicable terms for it requires a separate agreement.

12.5 The ordering party does not have any other rights apart from those expressly mentioned in this section 12 as well as in section 13 (guarantee, liability for defects), in case there are faults of any type in the goods and services.

13. Guarantee, liability for defects

13.1 The guarantee period is 12 months, in case of multiple-shift operation it is 6 months. It begins with the dispatch of the goods from the plant or with the possibly agreed acceptance of the goods or services or in case the supplier also provides the assembly, with completion of the assembly. In the event that the dispatch, acceptance or assembly are delayed due to reasons not attributable to the supplier, the guarantee period ends at the latest 18 months after the readiness for dispatch has been communicated. The guarantee period starts afresh for replaced or repaired parts and is 6 months from the replacement, completion of the repair or from the acceptance, but at the most until the end of a period that is twice as long as the guarantee period in accordance with the above paragraph. The guarantee is terminated early, if the ordering party or a third party make improper changes or repairs or if the ordering party in the event of a defect does not promptly take suitable measures to eliminate the damage and give the supplier the opportunity to repair the defect.

13.2 Liability for defects in materials, construction and execution. The supplier is obliged, at its own discretion, to either repair or replace all parts of the good and services at the written request of the ordering party as fast as possible, when it is evident that they are damaged or useless due to bad material, defective construction or faulty execution until the end of the guarantee period.

Replaced parts become the supplier's property. The costs for transport and assembly are borne by the ordering party.

13.3 Liability for promised characteristics. Promised characteristics are those that have expressly been described as such in the order confirmation or in the specifications. This promise applies at the most until the end of the guarantee period. Should an acceptance test be agreed, this promise is classed as fulfilled, after the evidence of the corresponding characteristics has been provided as part of this test. In the event that the promised characteristics are not or only partly fulfilled, the ordering party has the right to claim prompt improvement by the supplier. The ordering party has to provide the supplier with the necessary time and opportunity to do so. Should this improvement fail or be successful only in parts, the ordering party is entitled to receive the compensation agreed in this case, or, in the event that such an agreement has not been made, a suitable reduction of the price. Should the defect be too severe to be able to be remedied within a suitable period of time, and should the goods and services not be useful for the announced purpose or only be useful to a significantly reduced extent, the ordering party has the right to refuse the acceptance of the faulty part or, if a partial acceptance is not economically feasible, to withdraw from the contract. The supplier can only be obliged to reimburse the amounts that have already been paid for parts before the withdrawal from the contract.

13.4 Exclusions of liability for deficiencies. From the supplier’s guarantee and liability are those damages excluded for which it cannot be proven that they happened due to bad material, defective construction or faulty execution, e. g. due to natural wear and tear, insufficient maintenance, disregard of operating rules, excessive use, unsuitable operating means, chemical or electrolytic influences, construction or assembly work that is not carried out by the supplier, as well as due to other reasons that are not attributable to the supplier.

13.5 Exclusivity of guarantee claims. Due to faults in materials, construction or execution as well as due to the absence of promised characteristics the ordering party only has the rights and claims expressly mentioned in section 13.1 to 13.4.

13.6 Liability for secondary obligations. The supplier is only liable for claims of the ordering party due to inadequate advice and the like or due to a breach of any secondary obligations in case of illegal intent or gross negligence.

14. Termination of contract by the supplier

In the event that unforeseen events significantly change the economic meaning or the content of the goods and services or have a significant effect on the supplier’s work, as well as in case of a later impossibility of execution, the contract is amended correspondingly. If this is not economically viable, the supplier has the right to terminate the contract or the affected parts of the contract.

15. Exclusion of other liabilities of the supplier

All cases of a breach of contract and their legal consequences as well as all claims of the ordering party, regardless for whatever legal reason they are raised, are regulated conclusively in these terms. In particular, all claims for compensation, reduction, termination of the contract or withdrawal from the contract which are not expressly mentioned are excluded. The ordering party is in no case entitled to receive compensation for damages that are not caused to the object of the delivery itself, such as for example production downtime, loss of use, loss of orders, lost profits as well as other direct or indirect damages. This exclusion of liability does not apply to the supplier’s illegal intent or gross negligence, it applies, however, to the illegal intent or gross negligence of assisting people. Otherwise, this exclusion of liability does not apply, if mandatory statutory provisions prevent this.

16. Right of recourse of the supplier

In the event that people are injured or goods of a third party are damaged due to actions or omissions on the part of the ordering party or its assistants and in the event that a claim is raised against the supplier for this reason, the supplier has a right of recourse from the ordering party.

17. Assembly

If the supplier also carries out the assembly or the supervision of the assembly, the manufacturer’s general terms of assembly apply.

18. General provisions

18.1 In the event that a provision of these terms or other agreements made is or becomes ineffective, this does not affect the validity of the remaining terms. The contractual partners are obliged to replace the ineffective provision with one which will most further an equivalent effect as related to the partners’ economic success.

18.2 The legal venue for the ordering party and the supplier is Frauenfeld in Switzerland for all legal disputes that may arise directly or indirectly from the contractual relationships that are based on these General Terms and Conditions of Business. We are furthermore entitled to submit a claim against the contractual and business partner either at the court of their domicile for their branch or at the court of the place of fulfilment.

18.3 Only Swiss law is applicable for the contractual relationship.