General Terms and Conditions (GTC)
Version: February 2025
1. General Provisions
1.1 The contract is concluded upon receipt of the supplier’s written confirmation of acceptance of the order (order confirmation). Offers without a specified acceptance period are non-binding.
1.2 These terms of delivery are binding if declared applicable in the offer or the order confirmation. Divergent conditions of the customer are only valid if expressly accepted in writing by the supplier.
1.3 All agreements and legally relevant declarations of the contracting parties must be in writing to be valid.
1.4 Swiss law applies exclusively to all business transactions, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Jurisdiction is at the supplier’s registered office.
2. Scope of Delivery and Services
2.1 The supplier's deliveries and services are definitively listed in the order confirmation, including any attachments. The supplier may make improvements that do not result in a price increase.
2.2 Changes to the product range and production are reserved. Weight and dimension specifications are non-binding.
3. Prices
3.1 Unless otherwise agreed in writing, all prices are net, excluding Swiss VAT, ex works (Incoterms 2020), without packaging or deductions. Additional costs such as taxes, freight, insurance, export/import/transit permits, and certifications are borne by the customer.
3.2 The supplier may adjust prices if wage rates or material costs change significantly between the offer and contract fulfillment.
4. Payment Terms
4.1 Payments must be made net, without deductions, at the supplier's domicile, in accordance with agreed terms.
4.2 Unless otherwise agreed, payment is due no later than 30 days from the invoice date.
4.3 For export deliveries, payments must be made in advance, or by irrevocable bank guarantees or confirmed letters of credit, unless otherwise agreed.
4.4 In case of late payment, the supplier is entitled to default interest of 5% p.a. in accordance with Art. 104 of the Swiss Code of Obligations (CO).
5. Retention of Title
The supplier retains ownership of the delivered goods until full payment is received. The supplier may register the retention of title at the customer’s expense. The customer must maintain the goods and insure them against theft, fire, water, and other risks.
6. Packaging
6.1 Unless otherwise agreed, packaging is invoiced and becomes the property of the customer upon payment.
6.2 Containers, pallets, and other materials owned by the supplier must be returned in good condition within 30 days free of charge, or they will be invoiced.
6.3 If packaging materials belong to the customer, they must deliver them in good condition to a location designated by the supplier.
7. Delivery Time and Deadlines
7.1 Delivery time begins once the contract is concluded, permits obtained, payments and securities made, and technical details clarified. It is considered met when readiness for dispatch is communicated to the customer.
7.2 If delivery is delayed due to circumstances beyond the supplier’s control (e.g., force majeure, official orders, strikes, transport issues), the delivery time is extended appropriately.
8. Transfer of Risk and Benefit
Unless otherwise agreed, risk and benefit pass to the customer upon dispatch from the supplier's premises (EXW, Incoterms 2020).
9. Warranty and Liability
9.1 The supplier guarantees products free from manufacturing and material defects. Warranty period: 12 months from delivery.
9.2 The customer must inspect goods upon receipt and notify any defects in writing within 10 days.
9.3 In case of justified complaints, the supplier may repair or replace the product. Further claims, especially for damages, are excluded.
9.4 Liability for indirect or consequential damages (e.g., loss of profit, production downtime, penalties) is excluded.
10. Final Provisions
10.1 If any provision of these GTC is invalid, the remaining provisions remain effective. The invalid provision shall be replaced with one closest in economic intent.
10.2 Amendments and additions to these GTC must be in writing.