General terms and conditions of sale and delivery
1 General conditions
1.1 Catalogues, Price Lists, Offers Any and all offers in catalogues and price lists are not binding and may be changed by us without previous announcement. We particularly reserve the right to change prices any time if need be. Where our offers do not contain definite time limits, we may freely handle them as far as prices and delivery terms are concerned. 1.2 Time of Completion of Contract and Scope of Contract An order is only considered binding when confirmed by us in writing. Such written order confirmation is exclusively decisive for the contents of any agreement.
2.1 Delivery Term The delivery period begins with the conclusion of the contract and is fulfilled when the customer has been informed about readiness for dispatch. Compliance to the delivery period presupposes the fulfilment of the contractual obligations by the customer. 2.2 Delivery Period is extended accordingly: a) if required information for the execution of the order is not made available to us in good time, if further technical investigations become necessary and/or if Purchaser makes additional modifications that cause delay in delivery or service. b) if unforeseeable impediments arise, which are beyond our reasonable control, notwithstanding their origin (either in our plant, or at Purchaser’s or at a third party’s). Such impediments are, among others, epidemics, strikes, boycotts, lockouts, labour revolts, serious breakdowns, military mobilization, nature events and other cases of force majeure, delay in the supply of raw materials, of half-finished products, reject-production of important components, or instruction of authorities. In the event, that disruptions, such as aforementioned continue for longer than two (2) months, we shall have the right to cancel any and all parts under this contract without penalties or obligations to compensate the customer. 2.3 Delay in Delivery Where we do not meet a delivery date, Purchaser is not entitled to cancel the contract, unless delivery has still not occurred by the end of an additional term to perform, given to us in writing by Purchaser. Any claim for damages of Purchaser due to late delivery, non-delivery or cancellation of contract, is excluded to the maximum extent permitted under applicable law. A delayed delivery does not authorize for damage compensation, penalty or cancelling the order.
3 Prices and conditions of payment
Prices and conditions are stated in our written order confirmation. Unless otherwise indicated, our prices are in CHF (Swiss Francs), net without deduction, Ex Works, not including packing and Swiss VAT. Neither assembly on site, nor installation nor technical commission is included. Unless otherwise agreed, the Purchaser bears all resulting costs in the event of late payment and the default interest for late payment from the due date of the invoice. The interest rate for this is at least 4% higher than the base rate of the Swiss National Bank applicable at that time. Payment deadlines also must be met if, for reasons beyond our control such as transportation, delivery, bringing into service or acceptance of delivery or performance are delayed or impossible. We do not accept postponed payment if parts of minor importance are missing or reworking is needed, which does not prevent the goods being used.
4 Transfer of risk
Benefits and risks are transferred to the customer at the latest when the goods leave the factory (ExWorks). Transport takes place at the risk of the buyer. Under no circumstances we are liable for any damage caused in Connection with the transportation and handling of the goods.
5 Retention of title
The goods remain under our ownership until full payment has been made. We are entitled to register a reservation of title for the goods delivered to the buyer, whereby the buyer is obliged to cooperate with the registration process, if necessary.
6.1 Obligation to Notify Purchaser shall examine the delivered goods and performances within eight (8) working days and immediately Notify us in writing of any defect. If he does not meet this obligation, delivery and performance will deemed to be approved of. 6.2 Limited Warranty The warranty period for our products is 12 months from the delivery date (EXW). If the delivery, acceptance or installation is delayed for reasons for which we are not responsible, the Guarantee is limited to 18 months from notification of readiness for dispatch. Warranty ceases prematurely if Purchaser itself or a third party carries out improper changes or repairs, or if the buyer after the occurrence of a defect does not take all suitable urgent measures to reduce the damage and gives us the opportunity to remedy the defect. In doubt, gears must be shut down. 6.3 Liability for Defects in Material, Engineering and Workmanship At the buyer's written request, we immediately do everything necessary at our option to repair the malfunction or replace all parts of the delivery that become defective or unusable before the warranty period expires. It must be proven that a defect or malfunction is the result of faulty materials, faulty technology or poor processing. Replaced parts become our property. We bear the costs for the retreatment in our factory. If no retreatment is possible in our factory, the buyer bears all costs that are higher than the usual costs for transport, personnel, travel and stay, as well as for the removal and assembly of the defective parts. Unusual costs are: additional costs for work at night or on weekends or overtime work, which are carried out at the request of the buyer. The same applies to additional transport costs that result from the customer's request to have the work carried out with priority. 6.4 Exclusions of Liability for Defects Guarantee and liability are excluded unless the buyer can prove that the damage was caused by faulty materials, faulty technology or poor processing. The exclusion applies to all causes beyond our control, such as: normal wear and tear, poor maintenance, disregard of service regulations, excessive use, unsuitable operating resources, chemical or electrolytic influences, work that was not carried out by us, etc. 6.5 Exclusiveness of Warranty Rights Except for the rights and claims as set out in items 6.1 – 6.3, Purchaser has no further rights resulting from any defects in material, engineering or workmanship or from lack of assured qualities. Any and all cases of breach of contract and their legal consequences as well as any claims of the buyer, regardless of the legal reason, are fully regulated herein. Particularly, all claims for damages, price reduction, cancellation of the contract or withdrawal from the contract are ruled out. Under no circumstances, the purchaser has the right of claims for compensation for damage that has not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit and other indirect or direct damage. This disclaimer does not apply to unlawful intent or gross negligence on our part, however, it applies to unlawful intent or gross negligence on the part of auxiliary persons. This disclaimer does not apply if it conflicts with mandatory law. 6.6 Liability for Side-Obligations We shall not be liable for claims of the buyer due to inadequate advice or due to violation of any secondary obligations, only in the event of unlawful intent or gross negligence.
7 General terms and conditions of purchaser
We do not accept any other general terms and condition except for our own. Purchaser expressly waives the right to refer to its own general terms and conditions.
Amendments and modifications to the terms and conditions herein shall be void unless made in writing.
9 Place of performance and jurisdiction
Grüningen shall be the place of performance and delivery and of any payment made hereunder. The Hinwil Law Courts have exclusive jurisdiction over any dispute arising out of our legal relationship with Purchaser. We reserve the right, however, to also take legal action at Purchaser’s place of business or domicile. Swiss substantive law shall rule all transactions and any litigations between Purchaser and us.
Edition February 2020