General Terms and Conditions

(As of January 01, 2021)

All deliveries and services by the seller take place exclusively on the basis of these terms and conditions. This also applies to all future business relationships. The buyer’s conditions of purchase do not apply even if they have not been expressly contradicted. Deviations from these terms and conditions are only effective if the seller confirms this in writing.

I. Offers

1. The seller’s offers are subject to change and non-binding. Declarations of acceptance and all orders require the seller’s written or telex confirmation to be legally effective. The same applies to supplements, modifications or subsidiary agreements.
2. If a binding period is not specified in the case of binding offers, the obligation ends at the end of 3 months from the date of the offer.
3. Information in catalogs and brochures are non-binding unless they are expressly designated as binding. Documents that belong to offers or order confirmations, e.g. illustrations, drawings, dimensions and weights as well as consumption and performance information, are only approximate values.
4. Cost estimates and all offer documents may not be made accessible to third parties. We reserve property rights and copyrights in this regard.

II. Scope of Delivery

1. Our written order confirmation is exclusively decisive for the scope of the delivery. Changes and side agreements require written form.
2. Technical protective devices shall only be supplied to the extent that this is required by law or expressly agreed in writing.

III. Prices

1. All prices are the ex-factory prices, unless otherwise stated in the offer.
2. Packaging, insurance and transport costs will be invoiced separately, even if we install devices at the customer’s facility.
3. Delivery and invoicing are carried out at the prices applicable on the day of delivery in line with the applicable wage and material costs. For orders that have been confirmed with a fixed price, the order confirmation is decisive.
4. All prices are plus the statutory VAT applicable on the day of delivery.

IV. Terms of Payment

1. Unless otherwise agreed, the condition applies strictly net without deductions 20 days after the invoice date.
2. For orders with a total value of more than CHF 35,000.00, the other terms of payment apply, tailored to the goods.
3. If such orders are made up of several partial orders, partial delivery is reserved. In this case, the payment deadlines apply to all partial deliveries according to section IV 2b) and 2c). Postponement of payment for delivered devices on the grounds that the entire delivery is incomplete is excluded, in particular if the delivered units are usable.
4. Any exceeding of the payment deadline entitles us to charge the usual interest rates of the major banks, whereby the assertion of further rights is reserved.
5. If bank guarantees are required for prepayments, the resulting costs shall be borne by the buyer.
6. Payments must be made in the currency stated on the invoice.
7. All goods remain our property until all of our existing claims against the buyer have been met.

V. Deliveries

1. The dates and deadlines specified by the seller are non-binding, unless otherwise expressly agreed in writing.
2. If bindingly agreed upon, the delivery deadline begins on the date of the order confirmation, however not before the purchaser has provided the documents, releases, construction and installation plans and compliance with the agreed terms of payment. The deadline is deemed to have been met if the delivery has been dispatched within the agreed delivery or service period or readiness for dispatch has been notified.
3. Technical changes requested by the buyer after the order has been placed may result in a reasonable extension of the delivery period.
4. Even in the case of bindingly agreed deadlines and dates the seller is not responsible for delivery and service delays due to force majeure and due to circumstances that make the service much more difficult or impossible for the seller, e.g. subsequent material procurement difficulties, operational disruptions, strikes, lockouts, staff shortages, lack of means of transport or official orders. This also applies if the aforementioned circumstances arise with subcontractors. In this respect, the seller is entitled to reasonably extend the delivery or service time.
5. Damage claims by the buyer due to delay or non-fulfillment are excluded, unless the seller or his vicarious agents are guilty of malice or gross negligence.
6. The seller is entitled to partial deliveries and partial services at any time.
7. The seller reserves the right to choose the delivery method.

VI. Installation

The customer must provide all technical equipment, operating materials and connections in accordance with the relevant installation plan. The workforce required to set up the device is to be released from duty by the customer. All necessary permits must be obtained by the customer prior to installation of the device.

VII. Risk Assumption

1. The risk will pass to the purchaser as soon as the consignment is handed over to the transport person or when the buyer has been informed about the readiness for dispatch.
2. The seller insures the goods against transport damage at the buyer’s expense to a sufficient extent, unless the buyer confirms in writing that he does not want any insurance or his own. The seller agrees, to the extent that he receives compensation for transport damage from his insurer, for his part to compensate for transport damage to the delivered goods. However, the buyer is only entitled to compensation for transport damage if he
   a. reports any transport damage immediately to the seller after receiving the goods and sends all documents essential for the seller’s insurer, in particular an ascertainment of facts and the original consignment note.
   b. takes delivery of the damaged goods and stores them properly until the seller or the insurance company give other instructions.

VIII. Warranty

1. The seller guarantees that the products are free from material and manufacturing defects at the time of risk assumption; this warranty period extends two years for mechanical parts of the products and one year for electronic parts as well as sub-units and supplied spare parts.
2. The granting period begins with the delivery date or, if so, following paragraph 3 an acceptance report is required, with its issuance.
3. In the case of the delivery of large devices with a value of more than CHF 100,000.00, if the ready-to-use installation is included in the scope of delivery, the buyer can request an acceptance report of the main specifications of the device listed in the order confirmation, provided that he communicates this to the supplier in writing at the latest when the order is placed.
4. The buyer is obliged to check the delivery item for its contractual quality upon arrival and to notify the seller immediately in writing of any defects; if he does not fulfill these obligations, the seller is released from liability for defects.
5. For essential third-party products, the warranty claim against the seller is limited to the assignment of warranty or other liability claims to which the seller is entitled against the supplier of the third-party product.
6. The warranty includes, at the seller’s option, the repair or replacement of defective parts at the buyer’s location or the return of the device or device part to the delivery plant, whereby the buyer bears the transport risk and the shipping costs.
7. No guarantee is given for defects due to unsuitable or improper usage, incorrect assembly or commissioning by the buyer or third parties, normal wear and tear, unsuitable operating supplies or materials, chemical, electrochemical or electrical influences, violations of the operating regulations or assembly regulations or the recognized rules of technology. The warranty is also excluded if the buyer or a third party has improperly made changes or repairs to the delivery item without the prior consent of the seller.
8. As far as legally permissible, all further claims of the buyer, in particular for conversion or reduction as well as compensation for damage of any kind, including damage that did not occur at the delivery item itself, are excluded.

IX. Avoidance of Contract

1. The client has the right to cancel the agreement in the event of late delivery or impossibility of delivery for which the seller is responsible only if the delivery date agreed upon has been unreasonably exceeded for more than six month and the client has given us written notice stating a reasonable grace period. However, there is no right of withdrawal if development services are included in an order or the fulfillment of the delivery deadline requires the successful completion of new technical developments in accordance with the order. In this case, the buyer may withdraw from the contract if the entire contractual performance becomes impossible for the seller.
2. If development services are included in an order or if the fulfillment of the delivery obligation requires the successful completion of new technical developments, the seller reserves the right to withdraw from the contract in its entirety if the required development work cannot be provided. From this the buyer cannot derive any claims against the seller. If the development service to be provided is necessary for the function of a device listed as a separate unit in the order confirmation, in particular an accessory device, the seller can also withdraw from this part of the contract relating to this specific unit.

X. Further Compensation Claims

The buyer’s compensation claims arising from a positive breach of contract, negligence in negotiating contracts and unlawful acts are excluded, unless they are based on intent or gross negligence of the seller, his legal representative or assistant. This limitation of liability also applies to the buyer accordingly.

XI. Further Terms

1. The contract remains binding in its remaining parts even if individual paragraphs are legally ineffective.
2. Swiss law applies. The application of other rights is excluded.
3. Customary clauses are interpreted according to the respective Interterms.
4. The place of performance and jurisdiction for both parties is Aarau / Switzerland.