Gene­ral Terms and Conditions

1.General
The con­tract shall be deemed to have been ent­e­red into on rece­i­pt of supplier’s (Zuer­cher Tech­nik AG) writ­ten ack­now­led­ge­ment sta­ting its accep­t­ance of the order. Ten­ders which do not sti­pu­la­te an accep­t­ance peri­od shall not be bin­ding.
1.2 The­se gene­ral con­di­ti­ons of sup­ply shall be bin­ding if de- cla­red app­li­ca­ble in the ten­der or in the order ack­now­led­ge­ment. Any con­di­ti­ons sti­pu­la­ted by the cus­to­mer which are in con­tra­dic- tion to the­se gene­ral con­di­ti­ons of sup­ply shall only be valid if express­ly ack­now­led­ged by the sup­plier in wri­ting.
1.3 All agree­ments and legal­ly rele­vant decla­ra­ti­ons of the par- ties to the con­tract must be in wri­ting in order to be valid. Dec­la- rati­ons in text form which are trans­mit­ted by or recor­ded on elec- tro­nic media will be equa­ted with writ­ten decla­ra­ti­ons when spe- cifi­cal­ly so agreed by the parties.

2. Scope of Sup­ply and Ser­vices
The sup­plies and ser­vices are exhaus­tively spe­ci­fied in the order ack­now­led­ge­ment and in appen­di­ces thereto.

3. Drawings and Tech­ni­cal Docu­ments
3.1 Unless other­wi­se agreed upon, brochu­res and cata­lo­gues are not bin­ding. Data pro­vi­ded for in tech­ni­cal docu­ments are only bin­ding in so far as having been express­ly sti­pu­la­ted as such.
3.2 Each par­ty to the con­tract retains all rights to tech­ni­cal do- cuments pro­vi­ded to the other. The par­ty recei­ving such docu- ments reco­gni­s­es the­se rights and shall, without pre­vious writ­ten con­sent of the other par­ty, not make the­se docu­ments avail­ab­le to any third par­ty, eit­her in who­le or in part, nor use them for pur­po­ses other than tho­se for which they were han­ded over.

4. Pri­ces
4.1 Unless other­wi­se agreed upon, all pri­ces shall be deemed to be net ex works exclu­ding any taxes, if any, without packing and without any deduc­tion whatsoever.
4.2 The sup­plier reser­ves the right to adjust the pri­ces in case the wage rates or the raw mate­ri­al pri­ces vary bet­ween the sub­mis­si­on of the ten­der and the con­trac­tual­ly agreed per­for­mance.
In addi­ti­on, an appro­pria­te pri­ce adjus­t­ment shall app­ly in case the deli­very time has been sub­se­quent­ly exten­ded due to any rea­son sta­ted in Clau­se 7.2, or any docu­ments fur­nis­hed by the cus­to­mer were not in con­for­mi­ty with the actu­al cir­cum­s­tan­ces, or were incomplete.

5. Terms of Pay­ment
5.1 Pay­ments shall be made at supplier’s domic­i­le (without any deduc­tion for cash dis­count, expen­ses, taxes, levies, fees, duties, and the like) wit­hin 30 days.
5.2 If the cus­to­mer delays in the agreed terms of pay­ment, it shall be liable, without remin­der, for inte­rest with effect from the agreed date on which the pay­ment was due at a rate of 4% over the cur­rent dis­count rate of the Swiss Natio­nal Bank. The right to claim fur­ther dama­ges is reserved.

6. Reser­va­ti­on of Tit­le
The sup­plier shall remain the owner of all sup­plies until having recei­ved the full pay­ments in accordance with the con­tract. Upon ent­e­ring into the con­tract the cus­to­mer aut­ho­ri­ses the sup­plier to enter or noti­fy the reser­va­ti­on of tit­le in the requi­red form in public regis­ters, books or simi­lar records, all in accordance with rele­vant natio­nal laws, and to ful­fil all cor­re­spon­ding for­ma­li­ties, at customer’s cost.
During the peri­od of the reser­va­ti­on of tit­le, the cus­to­mer shall, at its own cost, main­tain the sup­plies and insu­re them for the bene­fit of the sup­plier against theft, break­down, fire, water and other risks.
It shall fur­ther take all mea­su­res to ensu­re that the supplier’s tit­le is in no way prejudiced.

7. Deli­very Time
7.1 The deli­very time shall start as soon as the con­tract is ent­e­red into, all offi­cial for­ma­li­ties have been com­ple­ted, pay­ments due with the order have been made, any agreed secu­ri­ties given and the main tech­ni­cal points sett­led. The deli­very time shall be deemed to be obser­ved if by that time the sup­plier has sent a noti­ce to the cus­to­mer informing that the sup­plies are rea­dy for dis­patch. The sup­plier (Zuer­cher Tech­nik AG) works based on Incoterms® 2020.
7.2 The deli­very time is rea­son­ab­ly exten­ded:
a) if the infor­ma­ti­on requi­red by the sup­plier for per­for­mance of the con­tract is not recei­ved in time, or if the cus­to­mer sub­se­quent- ly chan­ges it ther­eby causing a delay in the deli­very of the sup- plies or services.

b) if hin­dran­ces occur which the sup­plier can­not pre­vent des­pi­te using the requi­red care, regard­less of whe­ther they affect the sup­plier or the cus­to­mer or a third par­ty. Such hin­dran­ces in- clu­de, but shall not be limi­ted to, epi­de­mics, mobi­li­sa­ti­on, war, revo­lu­ti­on, serious break­down in the works, acci­dents, labour con­flicts, late or defi­ci­ent deli­very by sub­con­trac­tors of raw mate- rials, semi-finis­hed or finis­hed pro­ducts, the need to scrap im- portant work pie­ces, offi­cial actions or omis­si­ons by any sta­te au- tho­ri­ties or public bodies, natu­ral cata­stro­phes, acts of God. 

c) if the cus­to­mer or a third par­ty is behind sche­du­le with work it has to exe­cu­te, or with the per­for­mance of its con­trac­tu­al obli­ga- tions, in par­ti­cu­lar if the cus­to­mer fails to obser­ve the terms of payment.

7.3 Any delay of the sup­plies or ser­vices does not enti­t­le the cus­to­mer to any rights and claims such as liqui­da­ted dama­ges. This limi­ta­ti­on does, howe­ver, not app­ly to unlaw­ful intent or gross negli­gence on the part of the sup­plier, but does app­ly to unlaw­ful intent or gross negli­gence of per­sons employ­ed or ap- poin­ted by the sup­plier to per­form any of its obligations. 

8. Pas­sing of Bene­fit and Risk
8.1 The bene­fit and the risk of the sup­plies shall pass to the cus­to­mer by the date of their lea­ving the works.
8.2 If dis­patch is delay­ed at the request of the cus­to­mer or due to rea­sons bey­ond supplier’s con­trol, the risk of the sup­plies shall pass to the cus­to­mer at the time ori­gi­nal­ly fore­se­en for their leav- ing the works. From this moment on, the sup­plies shall be stored and insu­red on the account and at the risk of the customer. 

9. Inspec­tion and Taking-over of the Sup­plies and Ser­vices
9.1 As far as being nor­mal prac­ti­ce, the sup­plier shall inspect the sup­plies and ser­vices befo­re dis­patch. If the cus­to­mer requests fur­ther tes­ting, this has to be spe­cial­ly agreed upon and paid for by the cus­to­mer.
9.2 The cus­to­mer shall inspect the sup­plies and ser­vices wit­hin a rea­son­ab­le peri­od and shall immedia­te­ly noti­fy the sup­plier in wri­ting of any defi­ci­en­ci­es. If the cus­to­mer fails in doing so, the sup­plies and ser­vices shall be deemed to have been taken over.
9.3 Having been noti­fied of the defi­ci­en­ci­es accord­ing to Clau­se 9.2, the sup­plier shall as soon as pos­si­ble reme­dy them, and the cus­to­mer shall give the sup­plier the pos­si­bi­li­ty of doing so.
9.4 The car­ry­ing out of a taking-over test as well as lay­ing down the con­di­ti­ons rela­ted the­re­to need a spe­cial agree­ment.
9.5 Defi­ci­en­ci­es of any kind in sup­plies or ser­vices shall not en- tit­le the cus­to­mer to any rights and claims other than tho­se ex- press­ly sti­pu­la­ted in Clau­ses 9 and 10 (gua­ran­tee, lia­bi­li­ty for de- fects). 

10. Gua­ran­tee, Lia­bi­li­ty and Defects
10.1 The gua­ran­tee peri­od is 12 mon­ths. It starts when the sup­plies lea­ve the works. If dis­patch is delay­ed due to rea­sons bey­ond supplier’s con­trol, the gua­ran­tee peri­od shall end not later than 18 mon­ths after supplier’s noti­fi­ca­ti­on that the sup­plies are rea­dy for dispatch.

For repla­ced or repai­red parts the gua­ran­tee peri­od starts anew and lasts 6 mon­ths after repla­ce­ment or com­ple­ti­on of the repair, but not lon­ger than the expi­ry of a peri­od being dou­ble to the gua­ran­tee peri­od sti­pu­la­ted in the pre­ce­ding paragraph.

The gua­ran­tee expi­res pre­ma­tu­re­ly if the cus­to­mer or a third par­ty under­ta­kes inap­pro­pria­te modi­fi­ca­ti­ons or repairs or if the cus- tomer, in case of a defect, does not immedia­te­ly take all appro- pria­te steps to miti­ga­te the dama­ge and give the sup­plier the pos- sibi­li­ty of reme­dy­ing such defect.

10.2 Upon writ­ten request of the cus­to­mer, the sup­plier under­ta­kes at its choice to repair or replace as quick­ly as pos­si­ble any parts of the sup­plies which, befo­re the expi­ry of the gua­ran­tee peri­od, are pro­ved to be defec­ti­ve due to bad mate­ri­al, faul­ty design or poor work­manship. Repla­ced parts shall beco­me supplier’s pro­per­ty.
10.3 Express war­ran­ties are only tho­se which have been express­ly spe­ci­fied as such in the order ack­now­ledgment or in the spe­ci­fi­ca­ti­ons. An express war­ran­ty is valid until the expi­ry of the gua­ran­tee peri­od at the latest.

If the express war­ran­ties are not or only par­ti­al­ly achie­ved, the cus­to­mer may first of all requi­re the sup­plier to car­ry out the im- pro­ve­ments immedia­te­ly. The cus­to­mer shall give the sup­plier the necessa­ry time and pos­si­bi­li­ty of doing so. If such impro­ve­ments fail com­ple­te­ly or in part, the cus­to­mer may claim a rea­son­ab­le reduc­tion of pri­ce. If, howe­ver, the defects are of such impor­t­ance that they can­not be reme­di­ed wit­hin a rea- son­ab­le time and pro­vi­ded the sup­plies and ser­vices can­not be used for their spe­ci­fied pur­po­se, or if such use is con­si­der­ab­ly impai­red, then the cus­to­mer shall be enti­t­led to refu­se accep­t­ance of the defec­ti­ve part or, if par­ti­al accep­t­ance is eco­no­mi­c­al­ly not jus­ti­fied for it, to ter­mi­na­te the con­tract. In such case the sup­plier can only be held liable for reim­bur­sing the sums which have been paid to it for the parts affec­ted by the termination.

10.4 Exclu­ded from supplier’s gua­ran­tee and lia­bi­li­ty for defects are all defi­ci­en­ci­es which can­not be pro­ved to have their ori­gin in bad mate­ri­al, faul­ty design or poor work­manship, e.g. tho­se resul­ting from nor­mal wear, impro­per main­ten­an­ce, fail­u­re to obser­ve the ope­ra­ting inst­ruc­tions, exces­si­ve loading, use of any unsui­ta­ble mate­ri­al, influ­ence of che­mi­cal or elec­tro­ly­tic action, buil­ding or instal­la­ti­on work not under­ta­ken by the sup­plier, or resul­ting from other rea­sons bey­ond supplier’s con­trol.
10.5 With respect to any defec­ti­ve mate­ri­al, design or work­man- ship as well as to any fail­u­re to ful­fil express war­ran­ties, the cus­to­mer shall not be enti­t­led to any rights and claims other than tho­se express­ly sti­pu­la­ted in Clau­ses 10.1 to 10.4.

11. Exclu­si­on of fur­ther Lia­bi­li­ty on the Supplier’s Part
All cases of bre­ach of con­tract and the rele­vant con­se­quen­ces as well as all rights and claims on the part of the cus­to­mer, irre­spec- tive on what ground they are based, are exhaus­tively cove­r­ed by the­se gene­ral con­di­ti­ons of sup­ply. In par­ti­cu­lar, any claims not express­ly men­tio­ned for dama­ges, reduc­tion of pri­ce, ter­mi­na­ti­on of or with­dra­wal from the con­tract are excluded. 

In no case what- soever shall the cus­to­mer be enti­t­led to claim dama­ges other than com­pen­sa­ti­on for cos­ts of reme­dy­ing defects in the sup­plies. This in par­ti­cu­lar refers, but shall not be limi­ted, to loss of pro­duc- tion, loss of use, loss of orders, loss of pro­fit and other direct or indi­rect or con­se­quen­ti­al damage.

This exclu­si­on of lia­bi­li­ty, howe­ver, does not app­ly to unlaw­ful in- tent or gross negli­gence on the part of the sup­plier, but does app­ly to unlaw­ful intent or gross negli­gence of per­sons employ­ed or appoin­ted by the sup­plier to per­form any of its obligations.

This exclu­si­on of lia­bi­li­ty does not app­ly as far as it is con­tra­ry to com­pul­so­ry law.

12. Juris­dic­tion and App­li­ca­ble Law
12.1 The place of juris­dic­tion shall be at CH-4450 Sissach / Switz­er­land
12.2 The con­tract shall be gover­ned by Swiss sub­stan­ti­ve law.

Zuer­cher Tech­nik AG, Rev. 1, 08 / 2020
Zuer­cher Tech­nik AG, Rev. 2, 02 / 2021