1. General Provisions

1.1 The contract is concluded upon receipt of the supplier’s written confirmation that it accepts the order (order confirmation). Offers that do not specify an acceptance period are non-binding.

1.2 These Terms of Delivery are binding if they are declared applicable in the offer or in the Order Confirmation. Any terms and conditions of the Purchaser to the contrary are valid only to the extent that they have been expressly accepted in writing by the Supplier.

1.3 All agreements and legally relevant declarations by the contracting parties must be in writing to be valid.
Declarations in text form that are transmitted or recorded via electronic media are deemed equivalent to the written form.

1.4 Should any provision of these Terms and Conditions of Delivery prove to be wholly or partially invalid, the contracting parties shall replace such provision with a new agreement that comes as close as possible to its legal and economic intent.

2. Scope of Deliveries and Services

The Supplier’s deliveries and services are exhaustively listed in the order confirmation, including any attachments thereto. The Supplier is authorized to make changes that result in improvements, provided that these do not result in a price increase.

3. Plans and Technical Documentation

3.1 Brochures and catalogs are not binding unless otherwise agreed. Information in technical documents is binding only to the extent that it is expressly warranted.

3.2 Each contracting party reserves all rights to plans and technical documentation that it has provided to the other party. The receiving contracting party acknowledges these rights and shall not, without the prior written authorization of the other contracting party, make the documentation available to third parties in whole or in part or use it for any purpose other than that for which it was provided.

4. Regulations in the Country of Destination and Safety Devices

4.1 The purchaser must inform the supplier, at the latest upon placing the order, of the regulations and standards pertaining to the performance of the deliveries and services, operation, and the prevention of illness and accidents.

4.2 In the absence of an agreement pursuant to Section 4.1, the deliveries and services shall comply with the regulations and standards in effect at the Supplier’s place of business. Additional or other safety devices shall be supplied only to the extent expressly agreed upon.

5. Prices

5.1 Unless otherwise agreed, all prices are net, ex works, excluding packaging, in freely available Swiss francs, without any deductions.
All incidental costs, such as those for freight, insurance, export, transit, import, and other permits, as well as certifications, shall be borne by the purchaser. Likewise, the purchaser shall bear all types of taxes, duties, fees, customs duties, and the like, as well as the associated administrative costs, that are levied in connection with the contract or its performance. To the extent that such costs, taxes, etc., are levied on the supplier or its agents, these shall be reimbursed by the purchaser upon presentation of the relevant documents.

5.2 The Supplier reserves the right to adjust prices if wage rates or material prices change between the time of the offer and the contractual performance.
A reasonable price adjustment shall also be made if - the delivery period is subsequently extended for one of the reasons specified in Section 8.3, or
- the nature or scope of the agreed deliveries or services has changed, or
- the materials or design have changed because the documents provided by the purchaser did not correspond to the actual circumstances or were incomplete, or
- laws, regulations, or principles of interpretation or application have changed.

6. Terms of Payment

6.1 Payments shall be made by the Purchaser in accordance with the agreed terms of payment at the Supplier’s place of business without deduction of any discount, expenses, taxes, levies, fees, customs duties, or the like.
Unless otherwise agreed, the invoiced amounts shall be due 30 days after the invoice date.
The payment obligation is fulfilled to the extent that Swiss francs have been made freely available to the Supplier at the Supplier’s place of business.

6.2 Payment deadlines must also be met if transport, delivery, installation, commissioning, or acceptance of the goods or services is delayed or rendered impossible for reasons beyond the Supplier’s control, or if minor parts are missing or rework proves necessary that does not render the use of the goods impossible.

6.3 If the down payment or the securities to be provided upon conclusion of the contract are not provided in accordance with the contract, the Supplier is entitled to uphold the contract or to withdraw from the contract and, in both cases, to claim damages.
If the purchaser is in arrears with a further payment for any reason, or if the supplier has serious grounds to fear, due to circumstances arising after the conclusion of the contract, that the purchaser’s payments will not be received in full or on time, the supplier is authorized, without prejudice to its statutory rights, to suspend further performance of the contract and to withhold deliveries ready for shipment; until new payment and delivery terms have been agreed upon and the Supplier has received sufficient security. If such an agreement cannot be reached within a reasonable period or if the Supplier does not receive sufficient security, the Supplier is entitled to withdraw from the contract and claim damages.

6.4 If the purchaser fails to meet the agreed payment deadlines, they shall be required to pay statutory default interest of 5% p.a. from the agreed due date without a reminder. The right to claim further damages is reserved.

7. Retention of Title

The Supplier retains ownership of all deliveries until it has received full payment in accordance with the contract.
The purchaser is obligated to cooperate with measures necessary to protect the supplier’s property; in particular, upon conclusion of the contract, the purchaser authorizes the supplier, at the purchaser’s expense, to register or note the retention of title in public registers, books, or similar records in accordance with applicable state laws and to fulfill all related formalities.
The purchaser shall maintain the delivered items at its own expense for the duration of the retention of title and insure them in favor of the supplier against theft, breakage, fire, water damage, and other risks. Furthermore, the purchaser shall take all measures to ensure that the supplier’s claim to ownership is neither impaired nor voided.

8. Delivery Period

8.1 The delivery period begins as soon as the contract is concluded, all official formalities such as import, export, transit, and payment authorizations have been obtained, the payments and any security deposits required upon ordering have been made, and the essential technical details have been finalized. The delivery period is deemed met if the notification of readiness for shipment has been sent to the purchaser by the time it expires.

8.2 Compliance with the delivery period is contingent upon the purchaser’s fulfillment of its contractual obligations.

8.3 The delivery period shall be extended appropriately:
a) if the Supplier does not receive the information required to fulfill the contract in a timely manner, or if the Purchaser subsequently modifies such information, thereby causing a delay in deliveries or services; or
b) if obstacles arise that the Supplier cannot avert despite exercising due care (force majeure), regardless of whether they arise on the Supplier’s part, on the part of the Purchaser, or on the part of a third party. Such obstacles include, for example, epidemics, pandemics, mobilization, war, civil war, acts of terrorism, riots, political unrest, revolutions, sabotage, significant operational disruptions, accidents, labor disputes, delayed or defective delivery of necessary raw materials, semi-finished or finished products, scrapping of important workpieces, actions or omissions by authorities, governmental or supranational bodies, travel advisories from authorities, embargoes, unforeseeable transport obstacles, fire, explosion, natural disasters; or
c) if the purchaser or third parties are behind schedule with the work to be performed by them or are in default of fulfilling their contractual obligations, in particular if the purchaser fails to comply with the terms of payment; or
d) if other circumstances arise for which the supplier is not responsible.

8.4 The purchaser is entitled to claim compensation for delay in the event of late deliveries, provided that the delay can be proven to be the fault of the supplier and the purchaser can demonstrate damage resulting from this delay. If the purchaser is compensated by a replacement delivery, the claim for compensation for delay shall lapse.
Compensation for delay shall amount to a maximum of 0.5% per week starting from the third week, but in total not more than 5%, calculated on the contract price of the delayed portion of the delivery. The first two weeks of delay do not entitle the purchaser to compensation for delay.
Once the maximum compensation for delay has been reached, the purchaser must grant the supplier a reasonable grace period in writing. If this grace period is not observed for reasons attributable to the supplier, the purchaser is entitled to refuse acceptance of the delayed portion of the delivery. If partial acceptance is economically unreasonable for the purchaser, the purchaser is entitled to withdraw from the contract and to reclaim any payments already made against the return of deliveries received.

8.5 If a specific date has been agreed upon instead of a delivery period, this date is equivalent to the last day of a delivery period;
Sections 8.1 through 8.4 apply mutatis mutandis.

8.6 The purchaser shall have no rights or claims due to delays in deliveries or services other than those expressly stated in this Section 8. This limitation does not apply to unlawful intent or gross negligence on the part of the supplier; however, it does apply to vicarious agents.

9. Transfer of Title and Risk

Benefit and risk shall pass to the purchaser no later than upon dispatch of the deliveries ex works.

10. Shipping, Transport, and Insurance

10.1 Special requests regarding shipping, transport, and insurance must be communicated to the Supplier in a timely manner.
Transport is at the expense and risk of the Purchaser.

10.2 Complaints regarding shipping or transport must be directed by the purchaser to the last carrier immediately upon receipt of the goods or the shipping documents.

10.3 Insurance against damage of any kind is the responsibility of the purchaser.

11. Inspection and Acceptance of Deliveries and Services

11.1 The Supplier shall inspect the deliveries and services to the extent customary prior to shipment. If the Purchaser requests further inspections, these must be specifically agreed upon and paid for by the Purchaser.

11.2 The purchaser must inspect the deliveries and services within a reasonable period and immediately notify the supplier in writing of any defects. If the purchaser fails to do so, the deliveries and services shall be deemed accepted.

11.3 The Supplier may remedy the defects reported to it pursuant to Section 11.2 as quickly as possible, and the Purchaser shall give the Supplier the opportunity to do so.

11.4 The purchaser has no rights or claims regarding defects of any kind in deliveries or services other than those expressly stated in Section 12 (Warranty, Liability for Defects).

12. Warranty, Liability for Defects

12.1 Warranty Period
The warranty period is 12 months after commissioning, but no longer than 24 months after delivery.
The warranty shall expire prematurely if the Purchaser or third parties make modifications or repairs, or if, in the event of a defect, the Purchaser fails to immediately take all appropriate measures to mitigate damage and give the Supplier the opportunity to remedy the defect.

12.2 Liability for Defects in Material, Design, and Workmanship
The Supplier undertakes, upon written request by the Purchaser, to repair or replace—at its discretion—as soon as possible all parts of the Supplier’s deliveries that become defective or unusable by the end of the warranty period due to demonstrable defects in material, design, or workmanship. Replaced parts become the property of the Supplier, unless the Supplier expressly waives this right. The Supplier shall bear the costs of the repair within reasonable limits, provided that such costs do not exceed the usual transportation, personnel, travel, and accommodation costs, as well as the usual costs for the installation and removal of the defective parts.

12.3 Liability for Warranted Characteristics
Warranted characteristics are only those that have been expressly designated as such in the order confirmation or in the specifications. The warranty shall apply at the latest until the expiration of the warranty period.
If the warranted characteristics are not fulfilled or are only partially fulfilled, the Purchaser shall initially be entitled to immediate rectification by the Supplier. To this end, the Purchaser must grant the Supplier the necessary time and opportunity.
If this rectification fails or is only partially successful, the Purchaser is entitled to the compensation agreed for this case or, if no such agreement has been made, to a reasonable reduction in price. If the defect is so serious that it cannot be remedied within a reasonable period of time, and if the deliveries or services are not usable for the stated purpose or are usable only to a significantly reduced extent, the purchaser has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable for the purchaser and the purchaser notifies the supplier of this immediately, to withdraw from the contract. The supplier may only be required to refund the amounts paid to him for the parts affected by the withdrawal.

12.4 Exclusions from Liability for Defects Excluded
from the supplier’s warranty and liability are damages that cannot be proven to have resulted from defective materials, faulty design, or defective workmanship, e.g., due to natural wear and tear, inadequate maintenance, failure to observe operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, construction or installation work not performed by the Supplier, as well as other reasons for which the Supplier is not responsible.

12.5 Deliveries and Services from Subcontractors
For deliveries and services from subcontractors specified by the Purchaser, the Supplier assumes liability only within the scope of the warranty obligations of the respective subcontractors.

12.6 Exclusivity of Warranty Claims The Purchaser shall have
no rights or claims regarding defects in material, design, or workmanship, or regarding the absence of warranted characteristics, other than those expressly stated in Sections 12.1 through 12.5.
If the Purchaser has complained of a defect and no defect for which the Supplier is responsible can be established, the Purchaser shall owe the Supplier payment for the work as well as reimbursement of further expenses and costs.

12.7 Liability for Ancillary Obligations The Supplier shall
be liable for claims by the Purchaser arising from defective advice and the like or from the breach of any ancillary obligations only in cases of willful misconduct or gross negligence.

13. Non-performance, Poor Performance, and Their Consequences

13.1 In all cases of non-performance or defective performance not expressly regulated in these terms and conditions, in particular where completion is no longer foreseeable, a breach of contract attributable to the Supplier’s faultor if deliveries or services have been performed in breach of contract due to the Supplier’s fault, the Purchaser is entitled to set the Supplier a reasonable grace period for the affected deliveries or services, under threat of withdrawal in the event of failure to comply. If this grace period expires unused due to the Supplier’s fault, the Purchaser may withdraw from the contract with respect to the deliveries or services that have been performed in breach of contract or whose breach of contract is clearly foreseeable, and reclaim the portion of payments already made that corresponds to such deliveries or services.

13.2 In such a case, the provisions of Section 18 shall apply with respect to any claim for damages by the Purchaser and the exclusion of further liability, and the claim for damages shall be limited to 10% of the contract price of the deliveries and services for which the withdrawal is made.

14. Termination of the Contract by the Supplier

If unforeseen events significantly alter the economic significance or content of the deliveries or services or significantly affect the Supplier’s work, as well as in the event of subsequent impossibility of performance, the contract shall be appropriately adjusted. To the extent that this is not economically justifiable, the Supplier shall be entitled to terminate the contract or the affected parts thereof.
If the Supplier wishes to exercise the right to terminate the contract, it must notify the Purchaser immediately upon becoming aware of the significance of the event, even if an extension of the delivery period has initially been agreed upon. In the event of contract termination, the Supplier is entitled to compensation for the goods and services already provided. Claims for damages by the purchaser arising from such termination of the contract are excluded.

15. Export Control

The Purchaser acknowledges that the deliveries may be subject to Swiss and/or foreign legal provisions and regulations regarding export control, trade sanctions, and embargoes and may not be sold, leased, or otherwise transferred, nor used for any purpose other than the agreed-upon one, without an export or re-export license from the competent authority. The purchaser undertakes to comply with such provisions and regulations. The purchaser acknowledges that these may change and that the contract is governed by the currently valid version.

16. Data Protection

16.1 The Supplier processes the Customer’s data in accordance with the Supplier’s privacy policy.

16.2 The contracting parties agree that the Customer is the data controller responsible for ensuring compliance with applicable data protection laws, in particular the lawfulness of the processing of personal data. The Supplier processes personal data on behalf of the Customer and is solely responsible for those obligations under applicable data protection laws that are expressly directed at processors, and acts in accordance with the Customer’s instructions.

16.3 The personal data provided by the Customer or the Supplier for the purpose of ordering goods and services (such as name, email address, mailing address, payment details) shall be used by the Supplier or the Customer to fulfill and execute the contract. This data shall be treated confidentially and shall not be disclosed to third parties not involved in the ordering, delivery, or payment process. The employees of the contracting parties involved in the processing of personal data are informed of the confidential nature of the personal data and receive appropriate instructions regarding their obligations.

16.4 The Customer agrees not to refuse or delay its consent to amendments to this Privacy Clause and/or to additional data processing or privacy agreements and their application to the goods and services provided by the Supplier from time to time. This applies in particular to amendments that, in the Supplier’s reasonable judgment, are necessary to comply with applicable data protection laws and regulations and/or guidelines issued by a competent supervisory authority.

16.5 The Customer expressly agrees that the Supplier may use the Customer’s data for promotional and informational purposes regarding products and services offered by the Supplier, particularly in connection with promotional emails, email newsletters, etc.; however, the Customer may prohibit the use of its data for promotional and informational purposes at any time.

17. Software

If the Supplier’s deliveries and services also include software, the Customer shall be granted the non-exclusive right to use the software together with the delivery item, subject to any other agreement. The Customer is not authorized to make copies (except for archival purposes, troubleshooting, or to replace defective data carriers) or to modify the software. In particular, the Customer may not disassemble, decompile, decrypt, or reverse-engineer the software without the Supplier’s prior written consent. In the event of a violation, the Supplier may revoke the right of use. For third-party software, the terms of use of the licensor apply, and the licensor may assert claims in addition to the Supplier in the event of a violation.

18. Exclusion of Further Liability on the Part of the Supplier

All cases of breach of contract and their legal consequences, as well as all claims by the Customer, regardless of the legal basis on which they are asserted, are exhaustively governed by these terms and conditions. In the event that claims by the Customer arise from or in connection with the contract or its improper performance, the total amount of such claims is limited to the price paid by the Customer. However, in particular, all claims for damages, reduction of price, rescission of the contract, or withdrawal from the contract that are not expressly mentioned are excluded. Under no circumstances shall the Purchaser be entitled to claims for compensation for damages that did not occur to the delivery item itself, such as, in particular, loss of production, loss of use, loss of orders, recall costs, loss of profits, and other direct or indirect damages. Liability for the indemnification of third-party claims asserted against the purchaser due to infringement of intellectual property rights is also excluded.
This exclusion of further liability on the part of the supplier does not apply to willful misconduct or gross negligence on the part of the supplier; however, it does apply to vicarious agents.
Furthermore, this exclusion of liability does not apply to the extent that it conflicts with mandatory law.

19. Supplier’s Right of Recourse

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

20. Jurisdiction and Applicable Law

20.1 The place of jurisdiction for the Purchaser and the Supplier is the Supplier’s registered office. However, the Supplier is entitled to sue the Purchaser at the Purchaser’s registered office.

20.2 The legal relationship is governed by Swiss substantive law, excluding international treaty law, in particular the United Nations Convention on Contracts for the International Sale of Goods.

20.3 In the event of any discrepancies between the English and German versions of the General Terms and Conditions of Business and Delivery, the German version shall prevail.