1. Exclusive Applicability
The present General Terms of Delivery shall apply if their applicabilityhas been expressly stipulated by either the offer or the confirmationof the order. Terms and conditions of the Buyer shall applyonly if and to the extent they have been expressly accepted bythe Supplier in writing.
Offers that do not stipulate an acceptance period shall not bebinding.
3. Conclusion of a Contract
The contract of delivery is deemed to have been concluded oncethe Supplier, after having received an order, has confirmed thesame in writing.
4. Extent of Delivery
For the extent and execution of a delivery the tenor of the confirmationof the order shall be decisive. Any performance that is notdefined in the confirmation of the order shall be charged for separately.
5. Technical Documents
Save as provided otherwise, prospectuses and catalogues shallnot be binding. Data contained in technical documents shall bebinding on the Supplier only if expressly guaranteed.
Prices indicated are, as a rule, net prices, ex works, packing excluded,in freely disposable Swiss francs, without any deductionsallowed. All incidental expenses, such as freight charges, insurancepremiums, expenses relating to export, import, transit andother permits, as well as authentication, shall be assumed by theBuyer. The same applies for any kind of taxes, charges, customsduties and other duties, which shall likewise be assumed by the Buyer.
The Supplier reserves the right to adjust prices if, within the periodof time from the moment the offer was made and the momentdelivery is executed in compliance with the stipulated term, eitherthe wage rates or the cost of material were to vary. This adjustmentof prices shall be made in accordance with the price escalatorclause defined by VSM (the Swiss Association of MachineryManufacturers).
7. Terms of Payment
Payments shall be made in compliance with terms stated on theinvoices. The dates of payment shall also be observed even iftransport, delivery, Installation, putting into operation, or acceptanceof products supplied are delayed or prevented due to reasonsbeyond Suppliers control. The Buyer shall not withhold - infull or in part - payment of an invoice on account of complaints,claims or counterclaims raised by the Buyer and not recognizedby the Supplier. If the Buyer is in default with respect to theagreed terms of payment, he shall be liable, without reminder, topay default interest, from the agreed date of maturity, at the rateprevailing at Buyers domicile, but not less than 6 % p.a. Paymentof default interest shall not, however, release the Buyer from hiscontractual obligations to pay.
8. Reservation of Title
The Supplier shall remain the owner of all products supplied untilhe has received payment in full of the agreed amount. The Buyerundertakes to contribute to such efforts as are required with aview to safeguarding Supplier's property.The Buyer herewith authorizes the Supplier to have said reservationof title registered without his cooperation being required.
9. Delivery Period
The agreed delivery period shall start on conclusion of the contract,provided all administrative formalities, such as import permitsand permits to transfer funds have been completed andpayments and securities made available at the moment the orderis placed (if an agreement to this effect had been concluded) andall essential points of a technical nature settled. The delivery period shall be deemed to have been observed if, onits expiry, the products to be supplied are ready to be collected by the Buyer at Supplier's works. The delivery period is reasonablyextended in the event of circumstances amounting to force majeure,which the Supplier, in spite of using the required care, isunable to overcome, or if the Buyer is in delay of performance with respectto any of his contractual obligations, in particular if he fails tocomply with terms of payment.
A contractual penalty to be paid in the event of delayed delivery mustbe made the object of a separate agreement in writing. If a substitutedelivery is made, the Buyer cannot claim payment of the contractualpenalty. The Buyer shall not be entitled to raise a claim for compensationof damage suffered, or terminate the Contract on account of thedelay in delivery.
10. Examination and Acceptance of Products Supplied
Insofar as this is customary, products to be supplied shall be examinedby the Supplier during the process of manufacturing, or prior to delivery,respectively. If the Buyer requests additional examinations to be conducted,a written agreement to this effect shall have to be concludedand costs relating to such examinations shall be at Buyers expense.The Buyer shall examine the products delivered within ten (10) days alterhaving received them and notify the Supplier immediately and inwriting in the event of defects, pointing out to him all relevant particulars.If the Buyer falls to so notify, the products supplied are deemed tohave been accepted. If the Buyer wishes examinations preceding acceptanceto be conducted, such examinations shall be agreed on inwriting. If examinations preceding acceptance cannot be conductedwithin the prescribed time an account of reasons the Supplier is not responsiblefor, the products to be supplied are deemed to have the characteristicswhose existence the examination was to confirm.The Buyer shall not be entitled to raise any further claims based onfaulty delivery; he shall, in particular, not have a claim for damages norhave the right to terminate the Contract.
Save as provided otherwise, expenses relating to packing shall becharged to the Buyer separately and packing material is not taken backby the Supplier. If packing material has been marked as being theproperty of the Supplier, the Buyer shall have to return such packingmaterial to the Supplier, postage/freight paid, to the place of departureof the products supplied.
12. Passing of Benefit and Risk
Benefit and risk shall pass to the Buyer the moment the products to besupplied have been singled out for delivery to the Buyer, unless Supplierand Buyer have made special arrangements for delivery in accordancewith provisions of Incoterms. If delivery is delayed or renderedimpossible in consequence of reasons the Supplier does not have toanswer for, the products concerned shall be stored at Buyer's risk andexpense.
13. Transport and Insurance
Any special requests as to delivery or insurance must be made knownto the Supplier by the Buyer in due course. Save as provided otherwise,transport shall be effected at Buyer's risk and expense. Complaints relatingto transport shall be notified by the Buyer to the last carrier immediatelyon receipt of the delivery or the respective documents.
The Supplier is liable to the Buyer for the quality of his products. TheSupplier undertakes to either repair or replace forthwith - at his discretion- upon Buyer's written demand, all parts of which it can be demonstratedthat they have become defective or unfit for use on account offaulty material or conception, or imperfection in the execution. Replacedparts shall become the property of the Supplier.The Buyer shall not be entitled to raise any further claims on account ofinsufficient performance, in particular claims for compensation of damagesuffered.A rescission of the Contract and a reduction of the purchase price arelikewise excluded.The Supplier only assumes such expenses as are incurred by him in relationwith repairing or replacing defective parts in his workshop.If any acts or omissions on the part of the Buyer or his auxiliary staff entailpersonal injury or damage to property belonging to third parties, andif the Supplier is held liable for such injury or damage caused, the Suppliershall be entitled to have recourse against the Buyer.
15. Venue and Applicable Law
Venue for both Buyer and Supplier shall be the place of the Supplier'sregistered office. The Supplier, however, shall be entitled to bring actionagainst the Buyer also at the place of Buyer's registered office.This contractual relationship is governed by Swiss substantive law.The United Nations Convention on Contracts for the International Saleof Goods of April 11, 1980, shall not apply.