General Terms and Conditions of Sale & Delivery
1.1. A contract is only concluded upon receipt of written confirmation from Feinstanz AG (“Supplier”) that they accept the order (“Order Confirmation”).
1.2. These General Terms and Conditions of Sale and Delivery are binding if they are declared applicable in the offer or in the Order Confirmation. Any terms and conditions of the purchaser deviating from these General Terms and Conditions of Sale and Delivery shall only be valid if expressly accepted by Feinstanz AG in writing.
1.3. All agreements and legally relevant statements of the contracting parties must be made in writing in order to be valid.
1.4. Should any provision of these Terms and Conditions of Sale and Delivery prove to be invalid in whole or in part, the contracting parties shall replace such provision by a new agreement reflecting its legal and economic success as closely as possible. The other provisions shall remain unaffected.
2. Scope of Delivery
2.1. The scope of the delivery and the services to be provided are conclusively listed in the Order Confirmation, including any enclosures.
2.2. Feinstanz AG is entitled to a delivery quantity tolerance of ±10% of the agreed delivery quantity.
3. Technical Documents
3.1. Feinstanz AG reserves all rights to technical documents and blueprints handed over to the purchaser. The purchaser only has the right to use these documents in the purchaser’s own business. The purchaser acknowledges the rights of Feinstanz AG and will not make the blueprints or technical documents available in whole or in part to third parties or use them for purposes other than those for which they were handed over to the purchaser without the prior written consent of Feinstanz AG.
3.2 Regulations in the country of destination and protective equipment: the purchaser shall draw the Supplier's attention to the regulations and standards relating to the execution of the deliveries and services, the operation and the prevention of illness and accidents at the latest when placing the order.
4.1. Unless otherwise agreed, all prices are net Ex Works without packaging ("Ex Works") and without any discounts. All additional costs, e.g. for packaging, freight, insurance, export, import and other permits and certifications, shall be borne by the purchaser. The purchaser shall also bear all taxes (in particular value added tax), duties, fees, customs duties and the like arising in connection with this contract or reimburse them to Feinstanz AG against appropriate proof if Feinstanz AG has been made liable to pay them.
4.2. Price adjustments after conclusion of the contract shall be made insofar as
- floating prices have been agreed;
- the nature and scope of the agreed supplies or services have changed;
- the material or the design have been changed because the documents provided to Feinstanz AG by the purchaser did not correspond to the actual requirements or were incomplete.
5. Terms of Payment
- Payments shall be made to our account specified in the offer or Order Confirmation without any deductions such as discounts, expenses, taxes, fees, customs duties and the like, in accordance with the conditions stipulated in the Order Confirmation. If partial deliveries are invoiced, payment shall be made in accordance with the agreed terms of payment for each individual delivery.
- the payment deadlines must still be met if transport or acceptance of the deliveries is delayed or rendered impossible for reasons which Feinstanz AG is not responsible for.
- if the purchaser is in arrears with a payment, or if Feinstanz AG has serious reasons to doubt that it will not receive the purchaser's payments in full or on time due to circumstances that have come to its attention after the conclusion of the contract, Feinstanz AG is entitled, without limiting its lawful rights, to suspend the further execution of the contract and to withhold the goods that are ready for dispatch. This is until new terms of payment and delivery have been agreed upon and Feinstanz AG has received sufficient guarantees. If such an agreement is not reached within a reasonable period, Feinstanz AG is entitled either to adhere to the contract and claim damages or to withdraw from the contract, claiming damages.
5.4 If the purchaser fails to comply with the agreed payment dates, it shall pay interest on arrears from the due date without reminder, at a rate of at least 4% above the respective discount rate of the Swiss National Bank.
5.5 The purchaser may neither withhold payment nor offset claims not recognised by Feinstanz AG.
6. Retention of Title
6.1 Feinstanz AG shall remain title owner of all its deliveries until full payment has been made in accordance with the contract.
6.2 The purchaser expressly authorises Feinstanz AG to have the retention of title entered in the relevant register.
6.3 The purchaser is obliged to cooperate in measures required to protect Feinstanz AG's rights of ownership.
6.4 The purchaser shall maintain the delivered items at its own expense for the entire duration of Feinstanz AG's retention of title and insure them in favour of Feinstanz AG against theft, breakage, fire, water and other risks.
7. Delivery Period
7.1 The delivery period shall commence as soon as the contract has been concluded and the essential technical points have been clarified.
7.2 The delivery period shall be extended appropriately:
- if Feinstanz AG does not receive the technical information it requires for the performance of the contract in good time, or if the purchaser subsequently changes such information, thereby causing a delay in the delivery conditions.
- if hindrances occur which Feinstanz AG cannot avert despite exercising due care, irrespective of whether they occur on Feinstanz AG's side, on the purchaser's side or on the side of a third party.
7.3 In the event of culpably delayed delivery in accordance with Sections 7.1 and 7.2, the Supplier shall be obliged to compensate the purchaser for the proven damage caused by the delay. This does not apply to loss of profit or damages due to business interruption. In all other respects, the provisions of Clause 12 below (Exclusion of Further Liability) shall apply.
8. Packaging, Transport, Insurance
8.1 The packaging will be charged separately by Feinstanz AG and will not be taken back. If the packaging has been designated as the property of Feinstanz AG, it must be returned at the purchaser's expense.
8.2 Feinstanz AG must be informed in good time of any special requests regarding dispatch and insurance. Insurance against damage of any kind is the responsibility of the purchaser, who shall also bear the costs thereof.
8.3 Transport shall be at the purchaser’s risk and expense. Complaints in connection with the transport are to be addressed by the purchaser to the last carrier immediately upon receipt of the delivery or the shipping documents.
9. Transfer of Benefit and Risk
9.1 Benefit and risk shall be transferred to the purchaser upon dispatch of the delivery ex works.
9.2 If dispatch is delayed at the request of the purchaser, or for other reasons for which the Supplier is not responsible, the risk shall be transferred to the purchaser at the time originally scheduled for delivery Ex Works.
10. Inspection of Deliveries
10.1 The purchaser must inspect the deliveries within a reasonable period and notify Feinstanz AG of any defects in writing without delay. If the purchaser fails to do so, the deliveries shall be deemed to have been approved. Complaints about the number of parts delivered or the execution of the delivery must be made in writing within 14 days of receipt of the delivery.
10.2 Feinstanz AG shall remedy the deficiencies reported according to section 10.1 as quickly as possible. For this purpose, the purchaser must give Feinstanz AG the opportunity to do so.
11.1 The warranty period is 6 months after dispatch. It shall commence upon readiness of shipment for dispatch. Feinstanz AG grants no warranty that the supplies are suitable for the use intended by the purchaser; the purchaser bears the risk in this respect.
11.2 The warranty lapses if the purchaser or third parties carry out modifications or repairs without the written consent of Feinstanz AG, or if the purchaser, if a deficiency has occurred, does not immediately take the appropriate measures to rectify the damage and does not give Feinstanz AG the opportunity to remedy the deficiency.
11.3 During the warranty period, Feinstanz AG undertakes, at the written request of the purchaser, to repair or replace at its own discretion as quickly as possible all parts of Feinstanz AG's delivery that were proved to be defective or unusable up to the expiry of the warranty period as a result of poor materials, faulty design or inadequate manufacturing. Replaced parts shall become the property of Feinstanz AG
11.4 Feinstanz AG shall not bear any costs for work carried out by third parties who carry out repairs unless they have been commissioned in writing by Feinstanz AG to repair or replace defective parts.
11.5 Excluded from the warranty are damages due to natural wear and tear, inadequate maintenance, improper storage, disregard of operating instructions, incorrect operation, excessive stress, etc., as well as due to other reasons for which Feinstanz AG is not responsible.
11.6 For deliveries from sub-suppliers stipulated to Feinstanz AG by the purchaser, Feinstanz AG assumes the warranty only within the scope of the warranty obligations of the respective sub-suppliers.
11.7 Due to deficiencies in material, design and manufacturing or the absence of guaranteed characteristics, the purchaser shall have no rights or claims other than those expressly mentioned in clauses 11. 1 to 11. 6. In particular, the purchaser's right to price reduction and rescission shall be excluded. Furthermore, it is expressly pointed out that guaranteed characteristics are only those which have been expressly designated as such in the Order Confirmation or in the specifications. The warranties shall apply at the longest until the expiry of the corresponding warranty period.
11.8 The Supplier guarantees that spare parts can be supplied to the purchaser at the purchaser's request for a period of at least five years, calculated from the start of the contract.
- Feinstanz AG shall only be liable for claims of the purchaser due to inadequate advice and delivery and the like in the event of unlawful intent or gross negligence. In all other respects, the provisions set out in Clause 12 below (Exclusion of Further Liability) shall apply.
12. Exclusion of Further Liability
12.1 Feinstanz AG undertakes to execute the delivery in accordance with the contract and to fulfil its warranty obligation. Feinstanz AG is only liable for damages if it is grossly at fault (unlawful intent or gross negligence) for the damage it has caused. Liability for slight negligence and any further liability towards the purchaser for any damages shall be excluded.
12.2 All claims of the purchaser, except those expressly mentioned in these terms and conditions, irrespective of the legal grounds on which they are based, in particular claims for damages, price reduction or rescission shall be excluded. Under no circumstances shall the purchaser be entitled to claim compensation for damages due to deficiencies or other consequential damages, such as interruption of production, loss of productivity and loss of data from orders, loss of profit and the like.
The statutory provisions shall apply to any case of product liability.
- The exclusion of liability in accordance with these terms and conditions applies to the company, bodies and ancillary persons working for Feinstanz AG. In the event of a claim for damages that is provably based on culpability on the part of the Supplier, the claim for damages is generally and in total limited to 10% of the contract price of the deliveries and services that are the subject of the complaint.
13. Ownership and Confidentiality
13.1 Models, samples, drafts, illustrations, calculations, matrices, templates and other manufacturing and production aids as well as tools that Feinstanz AG makes available to the purchaser or pays for, remain the property of Feinstanz AG. The purchaser is obligated to not make such items available to third parties in any form without express written consent and shall maintain confidentiality. The purchaser is liable for loss, damage or misuse of the items or documents provided, which must be returned to Feinstanz AG immediately after the completion or execution of an order without special request. The purchaser shall provide appropriate insurance for the items and documents made available.
14. Place of Fulfilment
14.1 The place of fulfilment for the purchaser and Feinstanz AG is Jona, SG, even if delivery is made according to terms other than those described here, such as CIF, FOB or similar terms.
15. Place of Jurisdiction and Applicable Law
15.1 The place of jurisdiction is Rapperswil, or, at Feinstanz AG's discretion, the purchaser's place of business in addition to Rapperswil.
15.2 This contract shall be governed by Swiss law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 and other international agreements for the harmonisation of sales law is expressly excluded.
Feinstanz AG, Januar 2004