General terms and conditions for deliveries and the provision of services

These GTC apply to deliveries and contractual services of Federtechnik Kaltbrunn AG, unless otherwise agreed in writing. They become an integral part of the contract with each order confirmation of the purchaser. Notifications by letter / email satisfy the written-form requirement within the meaning of these GTC. The burden of proving delivery of the communication lies with the purchaser.

2.1 Orders and declarations of acceptance by the purchaser are deemed to be an offer to conclude a contract.
2.2 Contracts under these GTC are concluded by written confirmation of the order by the supplier. Changes must be notified in writing within 2 working days of receipt. Technical data, illustrations, drawings, weight and dimension specifications are not binding unless the supplier has confirmed them in writing. Design changes are reserved.
2.3 The service is based on the documents provided by the purchaser or its third party. The purchaser is responsible for their completeness.

3.1 All prices of the supplier are EXW INCOTERMS 2020 plus the statutory value added tax applicable at the time of invoicing. All ancillary costs such as freight, insurance, export, transit, import and other permits as well as notarisations are borne by the purchaser. The purchaser must likewise bear all types of taxes, levies, fees and customs duties.
3.2 All prices are invoiced in the supplier's currency.
3.3 Reasonable price increases may be made if the material and labour costs underlying the calculation have changed significantly since the supplier's written order confirmation.
3.4 The supplier is entitled to make partial deliveries.
3.5 The supplier's invoices are payable within 30 days of the invoice date.
3.6 Complaints must be made within 5 working days, otherwise the delivery is deemed approved.
3.7 Set-off against due counterclaims is not permitted.
3.8 The due date is a fixed date if invoices are not paid on time. From the due date, default interest of 5 % per year is payable, including reminder fees, collection costs, etc. The supplier is entitled to withdraw from the contract and to demand return of the delivery.
3.9 If the supplier has demonstrably delivered partially defective products, the purchaser is nevertheless obliged to pay for the defect-free part of the delivery, unless the partial delivery is of no use to the purchaser.

Until full payment of the price and all costs in connection with the delivery, the delivery remains the property of the supplier. The supplier is authorised to have the retention of title entered at any time, with the cooperation of the purchaser, at the competent place and authority. The purchaser is obliged to insure the delivered items appropriately.

5.1 The agreed delivery period begins at the earliest with the written confirmation. The transfer of benefit and risk to the purchaser takes place upon handover to the first carrier.
5.2 Unless otherwise agreed, delivery is "ex works" (EXW INCOTERMS 2020).
5.3 Within a tolerance of 10 percent of the total order quantity, production-related excess or shortfall quantities are permissible. The agreed total price changes accordingly.

6.1 The manufacturing costs for tools and other production equipment (moulds, templates, etc.) are invoiced separately from the product to be delivered. Unless otherwise agreed, they are payable at the latest upon dispatch of the initial sample or, if none is requested, with the first product delivery.
6.2 Tool renewals and modifications are at the purchaser's expense.
6.3 If the purchaser suspends or terminates cooperation during the production period of the tools or equipment, all manufacturing costs incurred up to that point are borne by the purchaser.
6.4 Tools and equipment manufactured or procured by the supplier remain the property of the supplier.
6.5 The supplier undertakes to keep the tools and equipment for the purchaser for 3 years after the last delivery. If the purchaser notifies before the end of this period that orders will be placed within a further period of up to one year, the supplier is obliged to keep them for that time. Otherwise the supplier may dispose of the tool or equipment freely.

7.1 The supplier warrants to the purchaser that the delivery is free from defects of quality and title at the time of dispatch. The period is 24 months. Any further warranty is excluded. The purchaser must inspect the delivery without delay after arrival at the agreed place of destination and, if necessary, give written notice of complaint within 8 working days. Defects discovered later must be notified without delay within 5 working days of discovery. If deliveries are further processed without inspection, they are deemed approved.
7.2 After defects / faults have been claimed, the supplier may choose whether to examine the delivered parts on site or to demand that they be returned for the purpose of verifying the warranty claim. If a warranty case exists, the purchaser is entitled to free rectification or replacement. There is no right to withdraw from the contract or to reduce the purchase price. If no warranty case exists, the purchaser must bear all costs. The original period continues to apply to items replaced or repaired by the supplier.
7.3 System responsibility lies with the purchaser.

The purchaser must inspect the service without delay after it has been rendered and give written notice of any complaints immediately within 2 working days. Failure to do so is deemed acceptance of the service. The supplier is only liable for the careful performance of the service and in no case assumes responsibility for results.

9.1 Liability is governed by the applicable statutory provisions (e.g. product liability claims). In no case is the supplier liable for slight negligence, indirect and consequential damages, loss of profit, savings not realised, or damage resulting from late delivery or service.
9.2 The supplier is not liable for damage attributable to any of the following causes:

- Faulty transport
- Unlawful use of the delivery outside its intended purpose
- Omitted maintenance
- Failure to take local conditions into account
- Force majeure, such as natural events, strikes, terrorism or official orders.

The supplier complies with applicable data protection legislation. The purchaser consents to the automatic transmission, use, storage and analysis of personal data within the contractually agreed purpose. Where necessary for data protection reasons, the purchaser will, at the supplier's request, sign an appropriate declaration of consent so that organisational and technical protective measures can be taken within the framework of the applicable data protection laws. The personal data transmitted are used exclusively to fulfil contractual obligations and, in anonymised form, for evaluations and quality assurance measures.

Resale of deliveries by the purchaser is only permitted together with the original documentation and with the supplier's acceptance.

12.1 The supplier or its licensor, if any, remain the holders of all rights in all deliveries and services, descriptions, brochures, plans, documents and data carriers, including patents, copyrights or other intellectual property rights. The purchaser acknowledges these rights of the supplier and its licensors.
12.2 The supplier confirms that, to the best of its knowledge, the descriptions of deliveries and services, brochures, plans, documents and data carriers handed over to the purchaser do not infringe any third-party rights. However, the supplier gives no guarantee that the descriptions of deliveries and services, brochures, plans, documents and data carriers handed over to the purchaser do not infringe third-party rights.

Should individual provisions of these GTC be deemed invalid or partially ineffective by a competent arbitral tribunal, ordinary court or authority, this shall not affect the validity of the remaining provisions or of these GTC as a whole. The parties shall endeavour to replace the ineffective provision with an effective one that comes closest to the legal content and economic purpose of the ineffective provision.

14.1 Contracts concluded for an indefinite period may be terminated by either party with 3 months' notice.
14.2 For good cause, the supplier may terminate the contractual relationship at any time.
14.3 If the purchaser changes an ongoing order, the supplier may invoice the parts already manufactured or the raw materials and semi-finished products that can no longer be used for the changed order.
14.4 In the event of contract cancellation, the purchaser must bear the costs actually incurred by the supplier.

15.1 The exclusive place of jurisdiction for all disputes arising from a contract between supplier and purchaser is the supplier's registered office. The supplier is also entitled to sue the purchaser at the purchaser's registered office.
15.2 These GTC and the associated contract are governed by Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of the Federal Act on Private International Law.