Date and version number: 2023-12

General

1.1 The contract is entered into upon receipt of the written confirmation from the Supplier that it accepts the order (order confirmation). Offers that do not include a deadline for acceptance are non-binding.

1.2 These Terms of Delivery are binding if they are declared to be applicable in the offer or the order confirmation. Different 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 by the contracting parties must be made in writing to be valid. Declarations in text form which are transmitted or recorded by electronic media are deemed equivalent to writing if specifically agreed by the contracting parties.

1.4 In the event that a provision of these Terms of Delivery should prove to be wholly or partly invalid, the contracting parties shall replace this provision with a new agreement that comes as close as possible to it in terms of legal and economic impact.

Scope of deliveries and services

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

Plans and technical documentation

3.1 Brochures and catalogs are not binding unless agreed otherwise. Details in technical documents are only binding if they are expressly warranted.

3.2 Each contracting party reserves all rights to drawings, plans and technical documents it hands over to the other party. The receiving party acknowledges these rights and shall not make the documents available to third parties in whole or in part or use them for anything other than the purpose for which they were handed over to it without the prior written consent of the other party.

Prices

4.1 Unless agreed otherwise, all prices are net ex works without packaging, in the specified currency.

4.2 All ancillary costs such as freight, insurance, export, transit, import and other permits and certificates must be borne by the Purchaser. Likewise, the Purchaser must bear all types of taxes, duties, fees, duties and the like as well as associated administrative costs levied in connection with the contract or performance thereof. Where such costs, taxes etc. are charged to the Supplier or its agents, these must be reimbursed by the Purchaser upon presentation of the relevant documents.

4.3 The Supplier reserves the right to adjust the price if the prices of materials change between the time of the offer and performance of the contract. An appropriate price adjustment will also be made if

• the delivery period is subsequently extended for one of the reasons specified in Clause 7.2, or
• the type or scope of the agreed deliveries or services have undergone a change
• the material or execution have undergone changes because the documents supplied by the Purchaser did not match the actual circumstances or were incomplete, or
• laws, regulations, principles of interpretation or application have undergone a change.

Payment terms

5.1 Payments must be made by the Purchaser in accordance with the agreed payment terms at the registered office of the Supplier without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like. Unless agreed otherwise, the price must be paid in the following installments:

• Products 100% net within 30 days
• Tools, equipment, devices: 50% on order within 10 days net, 50% on completion within 30 days net

5.2 If the Purchaser fails to comply with the agreed payment deadlines, the Supplier is entitled to extend the agreed delivery periods by the length of the arrears and to charge default interest. The right to compensation for further loss or damage remains reserved.

Retention of title

The Supplier retains ownership of all deliveries until it has received all payments in accordance with the contract in full. The Purchaser must cooperate with any measures required to protect the Supplier’s property; in particular, upon entering into the contract the Purchaser authorizes the Supplier to register or make a priority note of the retention of title in public registers, ledgers or the like in accordance with the relevant national laws at the Purchaser’s expense, and to comply with all related formalities. The Purchaser must insure delivered items against theft, breakage, fire, water and other hazards for the account of the Supplier at its own expense for the duration of retention of title. It must also take all measures to ensure that the Supplier’s ownership claim is not impaired or revoked.

Delivery period

7.1 The delivery period begins as soon as the contract has been entered into, all official formalities such as import, export, transit and payment permits have been obtained, the payments to be made at the time of ordering and any collateral have been provided and the key technical issues have been settled. The delivery period will be deemed to have been met if, by the time it expires, the deliveries have been delivered in accordance with the Incoterms® clause listed on the order confirmation.

7.2 The delivery period will be extended accordingly:

a) If the Supplier does not receive the information it requires to perform the contract in good time, or if the Purchaser subsequently modifies it, thereby causing a delay in the deliveries or services;

b) If obstacles arise which the Supplier is unable to avert despite exercising due care, regardless of whether these occur at the Supplier, the Purchaser or at a third party. Such obstacles include, in particular, epidemics, mobilization, war, civil war, acts of terrorism, riots, political unrest, revolutions, sabotage, significant operational disruptions, accidents, labor disputes, delayed or incorrect delivery of the necessary raw materials, semi-finished or finished products, the rejection of important components, measures or omissions by authorities, state or supranational bodies, embargoes, unforeseeable transport obstacles, fire, explosion, natural disasters;

c) If the Purchaser or a third party are in arrears with the work to be carried out by them or the performance of their contractual obligations, especially if the Purchaser does not comply with the terms of payment.

Transfer of risk and reward

8.1 Risk and reward are transferred to the Purchaser at the latest upon departure of the deliveries ex works.

8.2 If shipment is delayed at the request of the Purchaser or for other reasons for which the Supplier is not responsible, the risk will be transferred to the Purchaser at the time originally intended for delivery ex works. From this point onwards, the deliveries shall be stored and insured for the account and risk of the ordering party.

Inspection and acceptance of deliveries and services

9.1 The Supplier shall inspect the deliveries and services prior to shipment to the extent customary. If the Purchaser demands further inspections, these must be agreed separately and paid for by the Purchaser.

9.2 The Purchaser must inspect deliveries and services within a reasonable period of time and notify the Supplier of any defects immediately in writing. If it fails to do so, the deliveries and services will be deemed approved. The Supplier must remedy defects notified to it in accordance with Clause 9.2 as quickly as possible and the Purchaser must give it the opportunity to do so.

9.4 The performance of an acceptance test and the definition of the applicable conditions require a special agreement. 9.5 The Purchaser does not have any rights or claims due to defects of any kind in deliveries or services except those expressly stated in Clause 9 and Clause 10 (warranty, liability for defects).

9.5 Deficiencies of any kind to the deliveries or services shall not entitle the customer to any rights or claims other than those explicitly mentioned in clauses 9 and 10 (guarantee, liability for defects).

Warranty, liability for defects

10.1 Warranty period

The warranty period is 12 months. It shall commence with the transfer of deliveries in accordance with the agreed Incoterms. If shipment is delayed for reasons beyond the Supplier’s control, the warranty period ends no later than 18 months after notification of readiness for shipment. For replaced or repaired parts, the warranty period begins anew and lasts six months from replacement or completion of the repair, but at the most until the expiry of a period which is twice the warranty period according to the preceding paragraph. The warranty expires prematurely if the Purchaser or third parties make changes or repairs or, where a defect has occurred, if the Purchaser does not immediately take all suitable measures to mitigate the damage and does not give the Supplier the opportunity to remedy the defect.

10.2 Liability for defects in material, construction and workmanship

The Supplier undertakes, on written request from the Purchaser, to remove all parts of the Supplier’s deliveries that are demonstrably defective or unusable due to poor material, faulty construction or defective workmanship up to expiry of the warranty period and repair or replace them as soon as possible at the customer’s discretion. Replaced parts become the property of the Supplier unless the Supplier expressly waives them. The Supplier will bear reasonable costs of rectification provided they do not exceed the usual transport, personnel, travel and accommodation costs plus the usual costs for installing and removing the defective parts.

10.3 Liability for warranted characteristics

Only those expressly designated as such in the order confirmation or the specifications count as warranted characteristics. The representation remains in force until expiry of the warranty period at the latest. If the warranted characteristics are not or only partially satisfied, the Purchaser is initially entitled to immediate rectification by the Supplier. The Purchaser must give the Supplier the necessary time and opportunity to do so. If this rectification is unsuccessful or only partially successful, the Purchaser is entitled to an appropriate reduction in the price. If the defect is so serious that it cannot be rectified within a reasonable period of time, and if the deliveries or services are not usable for the stated purpose or are only usable to a significantly reduced extent, the Purchaser has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable and the Purchaser says so immediately, to withdraw from the contract. The Supplier may only be obliged to reimburse the sums paid to him for the parts affected by the withdrawal.

10.4 Exclusions from liability for defects

The Supplier’s warranty and liability excludes damage that cannot be proven to have occurred as a result of poor material, faulty construction or defective workmanship, e.g. as a result of natural wear and tear, incorrect handling, further processing, inadequate maintenance, non-compliance with operating regulations, excessive use, unsuitable operating materials, chemical or electrolytic influences, as well as due to other reasons for which the Supplier is not responsible.

10.5 Exclusivity of warranty claims

Due to defects in material, construction or workmanship as well as due to a lack of guaranteed properties, the ordering party has no rights or claims except those expressly mentioned in sections 10.1 to 10.4.

Data protection

The Supplier is entitled to process personal data of the ordering party as part of processing the contract. The Purchaser agrees in particular that the Supplier may also disclose such data to third parties in Switzerland and abroad for the purpose of processing and maintaining the business relations between the parties.

Patents

With products manufactured according to a customer’s drawing, the creator of the drawing must ensure that it does not infringe any IP or other property rights. The Supplier shall be indemnified against any liability and recourse claims resulting from such breaches.

Software

If the Supplier’s deliveries and services also include software, the Purchaser shall be granted the non-exclusive right to use the software together with the delivery item, subject to any other agreement. The Purchaser is not entitled to make copies (or edit the software). In particular, the Purchaser may not disassemble, decompile, decrypt or reverse engineer software without the prior written consent of the Supplier. In the event of infringement, the Supplier may revoke the right of use. With third-party software, the licensor’s terms of use apply. The licensor may also make claims in the event of infringement, in addition to the Supplier.

Limitation of liability

All cases of breaches of contract and the legal consequences thereof, as well as all claims of the Purchaser, whatever the legal basis, are definitively regulated in these Terms and Conditions. In the event of claims by the Purchaser arising from or in connection with the contract or failure to perform it properly, the total amount of these claims shall be limited to the price paid by the Purchaser. In particular, however, all claims for compensation, price reduction, cancellation of the contract or withdrawal from the contract not expressly stipulated are excluded. Under no circumstances will the Purchaser be entitled to compensation for loss or damage that did not occur to the item delivered itself, such as production downtime, loss of use, loss of orders, recall costs, loss of profit or other indirect or direct loss or damage. Liability for compensation of third-party claims made 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 in the event of unlawful intent or gross negligence on the part of the Supplier. In addition, this exclusion of liability shall not apply to the extent that it is contrary to mandatory law.

Place of jurisdiction and applicable law

16.1 The place of jurisdiction for the Purchaser and the Supplier is the registered office of the Supplier. However, the Supplier is entitled to take legal action against the Purchaser at the latter’s registered office.

16.2 The legal relationship is subject to Swiss substantive law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 does not apply.