General Terms and Conditions of Sale and Delivery

1. Offers

Offers without any validity date are not binding and have informative character only.

2. Conclusion of the contract

The contract is considered concluded, after having acknowledged its receipt and accepted the order in writing. Verbal arrangements gain validity only once confirmed in writing.

3. Extent and execution of supply

The extent and execution of our supply shall be determined in our order confirmation. Performances not contained therein shall be charges separately.

Partial deliveries are possible.

4. Technical documentation

Sales documentation from suppliers are only informative, alone the documentation included with our supply determines its features.

Technical documentation and Software Programs remain our property they are entrusted to the Buyer for his personal use only and are not to be copied, reproduced, made known to third parties or be used for manufacturing or any other purposes without our specific written approval. They can be used for service and operation.

5. Price

Our price is understood to be net in free Swiss Francs, payable without any deductions for supply ex Bienne customs included but excluding value added tax.
Any additional costs such as, but not limited to, insurance premiums, packaging and costs for authentication are at the expense of the Buyer.

6. Terms of payment

Payments shall be made as stipulated at our domicile without any deductions in particular without deductions of discount, expenses or taxes of any kind. The payments are due as a rule:
- 50 % at the date Buyer’s order is accepted,
- 50 % before delivery,
- Prepayment or irrevocable letter of credit on a Swiss Bank are the terms of payment for all Export contracts.
Payment for partial deliveries is to be in proportion with the value of the executed delivery. The Buyer’s obligation to pay does not cease until the full contract price has been actually remitted to us at our free disposal in Switzerland in Swiss Francs.
Buyer shall not retain or reduce payments because of fault findings, claims or counter claims not recognized by us in writing.
If Buyer did not comply with the agreed terms of payment or become insolvent, bankrupt or be liquidated, we shall be entitled to ask for immediate payment of all outstanding amounts, irrespective of whether they are due or not and not withstanding any other rights we may have under the contract. All collection costs shall be charges to the Buyer.

7. Reserve of title

Title of all delivered material by us shall remain vested in us until payment therefore is received by us in full. The Buyer shall assist us in any measures or actions necessary for the protection of our property.

8. Delivery

We endeavor to keep our delivery, however the information on the delivery time in not binding. If circumstances beyond our or beyond the control of our subcontractors occur, which hinder due performance of us or our subcontractors, such circumstances being but not limited to: Force majeure, strikes, blockades and lockouts, embargoes, transportation difficulties and or damages, governmental import-, export- or transit- suspensions or restrictions, we are entitled to fully or partially withdraw from the contract or to extend the term of delivery.
Periods of delivery are calculated from the date of determination of all technical details and of receipt of the payment if such payment is called for in the contract. The term of delivery will be extended accordingly if indications required are not submitted in time or if the Buyer modifies such indications later and thereby causes a delay in the delivery.

Delay in delivery does not entitle the Buyer to cancel the contract or claim damages directly or indirectly attributable to such delay.

9. Risks and transportation

The moment delivery is shipped, Buyer assumes all risks regarding it, in particular but not limited to Buyer assumes the risk for damage, loss and theft. This applies also if transportation takes place under our guidance and is cif, fob or franco. If shipment is delayed or cannot be effected for reasons beyond our control, the merchandise will be stored at Buyer’s expense and risk at prevailing storage rates.

10. Complaints relevant the execution and quantity of the delivery

Such complaints are acceptable only within five days after receipt of the delivery at the place of destination, past this term the delivery is automatically considered accepted. Defects of material and production have to be submitted in writing within the same term.

11. Installation and operation

Do we do the installation and put the product into operation the additional expense will be at the Buyer’s charge at the rate fixed in our tariff.

12. Warranty

The term of our limited warranty is 12 month and begins with our delivery. During the term of the limited warranty and at the written request of the Buyer we commit ourselves at our option to repair or replace as quickly as reasonably possible any parts which are proved to be faulty in construction, material or workmanship. Exchanged parts become our property.

We shall bear only the costs incurred at our place for adjustments or replacements. Are we unable, for reasons beyond our control, to repair or replace defective parts in our workshop then all additional expenses are at the charge of the Buyer.

For replaced parts the term of the limited warranty starts anew.

From our limited warranty are excluded all parts subject to normal wear and tear, faulty or negligent maintenance, disregard of operation instructions, use of unsuitable means, faulty construction of buildings, incorrect assembly work, faulty electrical or other connections, force majeure and any other causes beyond our control.

Our obligations under this limited warranty ceases without prior notice, if without our prior written consent, alterations or repairs have been made by the Buyer or by third parties or if the Buyer does not take all reasonable measures without delay in order to avoid further damage and in order to enable us to perform our warranty.

13. Liability

Our liability is limited to direct damages. Any further liability on our part for any kind of damages is expressly excluded. Any claim for compensation is limited to the maximum value of the delivered product. Buyer cannot rescind the contract or cancel the order. Our warranty is conditional upon Buyer’s strict fulfillment of his obligations, particularly as regards terms and conditions of payments.

14. Place of performance, applicable Law

The place of performance is Biel-Bienne. Our contracts shall be governed by Swiss law as to their validity as well as to their effect and in particular also with respect to the contents and interpretation of offers and contracts. The application of the UN-purchase law is excluded.

15. Jurisdiction

Any and all disputes arising from orders placed or contracts entered into with us shall be subject exclusively to the court of jurisdiction in Biel-Bienne.

16. Validity

The present general terms and conditions of sale shall be applicable with respect to all matters which have not been otherwise agreed upon in writing. General and special Buyer’s conditions which are contrary to our general terms and conditions of sale are valid and applicable only and so fare as they have been accepted by us expressly and in writing.