Terms Terms of service
1. Basis of the Contract
1.1
These general conditions are part of every purchase contract. Deviations must be agreed in text form (in writing, by fax, or email). They take precedence over any purchasing conditions of the buyer unless such purchasing conditions have been explicitly acknowledged as binding by the seller in text form.
1.2
The information contained in operating and instruction manuals, catalogs, brochures, circulars, advertisements, illustrations, price lists, etc., regarding weight, dimensions, capacity, prices, performance, and the like are only binding if explicitly referenced in the contract.
1.3
Plans, technical documents, software, etc., handed over to the buyer before or after the conclusion of the contract, which can be used for the production or functioning of the delivery item or individual parts, remain the exclusive property of the seller. Without the seller’s consent, the buyer may not use, copy, reproduce, or hand them over to third parties. If no contract is concluded, these documents must be returned to the seller in full.
1.4
The scope of delivery is determined by the contract; changes or additions must be made in text form, including customer-specific requirements regarding the processing of workpieces, especially concerning tolerances and production times.
1.5
Systems and devices that support the functionality of machines (e.g., extraction systems) are considered machine units and are not part of the building.
2. Prices / Payment Terms
2.1
The prices are in Swiss francs, excluding packaging, net, ex works (“EXW”), without installation, and without adjustment to cantonal, local, or building regulations of the buyer. Deviations in text form remain reserved.
2.2
For troubleshooting, maintenance, and repair work, as well as for commissioning systems and installing accessories, the following rates will be charged:
- CHF 175.00 per working hour for CNC-controlled systems;
- 25% surcharge for work on Sundays and public holidays;
- CHF 180.00 accommodation allowance per day;
- CHF 135.00 per travel hour for the outward and return journey;
- CHF 1.20 per kilometer traveled;
- Third-party services will be charged according to expenses.
The travel allowance will be calculated based on travel times and kilometers from Wallisellen or Biel, whichever is shorter. The seller is authorized to adjust the rates at any time. Deviations in text form remain reserved.
2.3
Payment must generally be made according to the agreed payment terms (deadlines) and in the agreed currency, without deductions. If nothing is agreed, a payment period of 30 days net after delivery/service provision applies.
2.4
Payments by the buyer are only considered to be discharging if made to the seller’s account. Employees of the seller are not authorized to collect payments and may not accept payments.
2.5
The purchase price or corresponding installments must be paid on the due date; offsetting any claims by the buyer without a corresponding agreement in text form is excluded. Pending defect claims do not release the buyer from the obligation to pay under the contract.
2.6
If the buyer is in default of payment, the seller may postpone the fulfillment of its own obligations until the outstanding amount is settled.
2.7
The buyer is in default from the agreed due date without a reminder and owes default interest of at least 5% per year.
2.8
If the delivery item has already been transferred to the buyer's possession and the buyer is in default, the seller has the right to withdraw from the purchase contract or demand immediate payment of the remaining amount. If the seller withdraws from the purchase contract, the buyer must immediately return the delivery item to the seller's domicile or, at the seller's discretion, to the manufacturer's domicile. The buyer is also obliged to compensate the seller for any depreciation and rent. Compensation for depreciation is 30% of the purchase price for the first commenced year of the buyer's possession and a further 15% for each additional commenced year. The rent amounts to 1.5% of the purchase price per commenced month, calculated for the duration of the buyer's possession. Additionally, costs for assembly, disassembly, outbound and return travel, trucking, insurance, and any other expenses will be charged. For custom-made items, clause 2.10 applies.
2.9
Delivered spare parts/consumables mistakenly ordered by the buyer can be returned within 10 days of delivery, following consultation with the seller. The seller will issue a credit note for the goods and charge a restocking fee, which depends on the sale price, size, and weight of the goods, and is based on the manufacturer's fees. Logistics costs will not be refunded, and additional logistics costs for returning the goods to the manufacturer will be deducted from the credit note along with the restocking fee. Specific goods manufactured for the buyer, as well as peripheral devices and auxiliary units, cannot be returned.
2.10
If the buyer is in default and the delivery item has not yet been transferred to the buyer’s possession, the seller may withdraw from the contract by notifying the buyer in text form and claim damages. The amount of damages is:
- 100% of the agreed purchase price if the delivery item was newly developed or custom-made for the buyer, specifically ordered or equipped for the buyer. Refunds may be limited to 2/3 of the proceeds from any resale by the seller within 12 months after the termination of contract performance;
- 30% of the agreed sale price for all other types of delivery items;
- The assertion of demonstrably higher damages remains reserved.
2.11
The buyer expressly acknowledges the appropriateness of these calculation principles (clauses 2.8, 2.10), with the assertion of compensation for demonstrably higher wear and damage reserved. Payments already made to the seller will be credited.
3. Retention of Title
3.1
The buyer acknowledges that the seller remains the owner of the delivery item until full payment has been made. The seller may register the retention of title in the appropriate retention of title register without the buyer's cooperation; by agreeing to the contract, the buyer gives their consent according to Art. 4 of the Federal Court Ordinance concerning the registration of retention of title.
3.2
Until ownership is transferred, the delivery item may not be pledged, resold, or moved to other locations without the seller’s written consent.
3.3
If the buyer changes domicile, they must inform the seller immediately.
3.4
The buyer is obligated to handle the delivery item with due care and to carry out regular maintenance and any maintenance specified by the manufacturer.
3.5
The buyer is required to insure the purchase item against fire and elemental damage with a recognized Swiss insurance company until full payment has been made.
4. Delivery Deadlines / Partial Deliveries
4.1
If the delivery date is not contractually fixed, the delivery period shall commence from the latest of the following dates:
- Date of contract conclusion
- Clarification of all technical and commercial details
- Date on which a contractually required down payment is received by the seller
4.2
If the delivery is delayed for a reason listed under section 6.1, either at the buyer’s, seller’s, or supplier’s end, the delivery period will be extended for the duration of the delay caused. Any liability of the seller for direct or indirect damages to the buyer is excluded.
4.3
A delay in delivery or failure to deliver, not caused by the buyer, entitles the buyer to withdraw from the contract if a reasonable grace period set by the seller has expired unsuccessfully. Any liability of the seller for direct or indirect damages to the buyer due to delay is, as far as legally permissible, excluded.
4.4
The risk passes to the buyer at the factory upon notification of shipping readiness, unless otherwise agreed in writing. At the buyer's request, the seller will arrange for standard transport insurance at the buyer’s expense; any further insurance is the responsibility of the buyer.
4.5
If the buyer does not accept the delivery at the contractually agreed time, he is still required to make the payments dependent on delivery dates as if the delivery had been made. The seller is responsible for storing the delivery item at the buyer's expense and risk.
4.6
If the buyer fails to accept the delivery despite a written reminder within a reasonable period, the seller is entitled to withdraw from the contract and claim damages as per sections 2.7 and 2.10. Acceptance cannot be refused due to minor defects.
5. Use and Risk
5.1
The seller guarantees the proper functioning of the delivery item for the period agreed in the contract, calculated from commissioning. This assumes the correct and careful operation of the delivery item by the user. Any defects must be reported in writing within 10 calendar days of discovery. A warranty claim exists only if the buyer has fulfilled his contractual obligations. The seller may choose whether to carry out a repair or deliver a replacement item. If the defect cannot be remedied despite the seller's repair efforts, the buyer is entitled to demand a price reduction or withdraw from the contract after setting a final reasonable deadline for rectification.
5.2
For used machines or parts, the warranty is excluded to the extent permitted by law. Deviations from this must be agreed in writing.
5.3
If acceptance tests are conducted at the supplier’s factory or at the installation site, the conditions for these tests must be agreed upon in writing in advance by the parties. Unless otherwise agreed, the general practices of the respective industrial sector in the country of acceptance shall apply.
5.4
After a defect is reported, the seller shall remedy the defect at his own expense within a reasonable period, either by repair or by replacement of the defective item. Upon the seller's request, the buyer shall provide any necessary assistance free of charge. Unless the nature of the defect requires an on-site repair, the buyer shall send the defective items to the seller for repair or replacement. Upon receipt of the repaired item (or replacement item) by the buyer, the seller's warranty obligation is considered fulfilled. Repaired items remain subject to the original warranty period. The warranty period for replaced new parts of the delivery item is 6 months, without extending or modifying the warranty regarding the rest of the delivery item. The replaced (defective) item becomes the seller's property upon request.
5.5
The warranty period for spare parts and services is 6 months from the delivery date/service provision or from the installation date by the seller.
5.6
The buyer is responsible for the transportation of defective parts, as well as repaired parts or replacement parts, between the installation site and the seller’s factory or its manufacturer at the buyer's cost and risk. Deviations from this must be agreed in writing.
5.7
In cases of imminent danger to operational safety or to prevent significant damage, the buyer is entitled to remedy the defect himself or through third parties at the seller’s expense within the warranty period. The seller must be notified immediately and before execution.
5.8
The delivered software has been developed with the utmost care and operates largely in accordance with the corresponding manual. Defective software will be repaired or replaced at the seller's discretion. For third-party software (e.g., Microsoft), the seller’s liability is limited to the scope of the third-party supplier's warranty.
5.9
The seller’s warranty or liability is excluded if defects are due to materials supplied by the buyer or a design prescribed by him.
5.10
The warranty does not cover defects caused by failure to comply with operating instructions, poor maintenance, improper installation by the buyer, changes to the delivery item without the seller’s written consent, improper repairs by the buyer or third parties, normal wear and tear, improper use, third-party interference, or site-specific conditions (such as foundations, temperature effects, vibrations, voltage fluctuations, etc.).
5.11
If a defect complaint proves to be unfounded, the buyer shall bear the costs incurred by the seller.
5.12
All services not explicitly guaranteed by contract or provided for warranty reasons shall be reimbursed to the seller, especially:
- Programming training and operating instructions
- Program optimization and cycle time calculations (time studies)
- Attachment and commissioning of peripheral devices and additional units
5.13
If it becomes apparent during operation that the delivery item no longer complies with the current "state of the art" in terms of safety standards, the buyer/operator is responsible for upgrading or retrofitting it at his own expense. This does not affect the seller's warranty obligations.
5.14
Contracts with consumers regarding new or used delivery items intended for personal, non-commercial use are subject to the relevant provisions of Art. 210 of the Swiss Code of Obligations (OR).
5.15
If the seller or his agents negligently or willfully breach contractual or legal obligations, the seller's liability for personal injury and property damage is limited exclusively to the contract price of the delivery item. Any further liability of the seller, particularly for financial losses to the buyer or third parties, regardless of the legal basis, is expressly excluded. Mandatory legal provisions, particularly liability under the Product Liability Act (PrHG), remain unaffected.
6. Acceptance
6.1
The following unforeseen events are considered grounds for relief for the seller, buyer, or the seller’s supplier if they occur after the conclusion of the contract and impede the fulfillment of the contract: All circumstances beyond the control of the parties that qualify as force majeure, such as war, labor disputes, riots, fires, government seizures, embargoes, airplane crashes, shipwrecks, and traffic accidents.
6.2
The party invoking a ground for relief must immediately inform the other party in writing of its occurrence and cessation.
6.3
If the grounds for relief make it impossible to fulfill the contract within a reasonable period, each party has the right to terminate the contract by written notification. In such cases, the parties shall agree amicably on the distribution of the costs incurred for its execution. Costs in this sense only refer to reasonable, actual expenses (not lost profits). Each party is obligated to minimize its expenses to the best of its ability under the duty to mitigate damages. However, if a delivery has been made to the buyer, the seller’s expenses shall correspond to the part of the contract price attributable to this delivery.
6.4
The termination of the contract, regardless of the reason, does not result in the forfeiture of rights that arose during the term of the contract until its termination.
7. Partial Invalidity
7.1
If individual provisions of these General Terms and Conditions of Sale or the contract are wholly or partially invalid or void, the parties undertake to replace them with a valid provision, without questioning the validity of other provisions.
8. Jurisdiction / Applicable Law
8.1
Swiss law shall apply to the judicial assessment of contractual disputes.
8.2
The parties agree that the exclusive place of jurisdiction is the seller’s headquarters. However, the seller is entitled to call upon any other competent court.