General Terms and Conditions of Sale and Delivery

• These General Terms and Conditions of Sale and Delivery of Rototec AG (hereinafter referred to as "Supplier") shall apply to all sales, deliveries and services of the Supplier to the Customer, unless they are amended or supplemented by mutual agreement and in writing.
  Any other terms and conditions of the customer shall only be valid if they are expressly accepted by the supplier in writing.
• The supplier's quotations are always subject to change.
  Orders must contain clear specifications regarding all execution details. The customer is responsible for the clarity and wording of his orders.
  The contract is concluded when the supplier issues written confirmation that it accepts the order (order confirmation).

• The deliveries and services of the supplier are exhaustively listed in the order confirmation, including any enclosures thereto. Services not included must be agreed in addition.
• The features, dimensions and weight of the products ordered may vary slightly in the course of manufacture. Such deviations are deemed to be in conformity with the contract insofar as they do not impair the essential properties of the products.

• Brochures and catalogs are not binding unless otherwise agreed. Details in technical documents are only binding if they are expressly guaranteed.
• Each contracting party reserves all rights to plans and technical documents that it has handed over to the other. The receiving contracting party acknowledges these rights and shall not make the documents available to third parties in whole or in part or use them for purposes other than those for which they were handed over without the prior written authorization of the other contracting party. The use of plans and technical documents of the supplier to obtain competing offers is prohibited.

• All prices are net ex works excluding packaging, VAT and any deductions. All expenses, taxes, duties, fees, customs duties and the like shall be borne by the customer.
• The minimum order value for orders is CHF 100. If this minimum value is not reached, the supplier will charge an additional small quantity surcharge of CHF 35 per order.
• If a product or service of the supplier is requested faster than the standard time, the supplier shall charge express surcharges.

• Payments shall be made at the supplier's domicile without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like.
  If no special terms of payment have been agreed, the invoice shall be issued at the time of delivery and the payment period shall be 30 days from the date of invoice.
  For orders with an order value of over CHF 30,000, 1/3 of the price must be paid when the order is placed, 1/3 on delivery and the balance within 30 days of acceptance. Deliveries abroad are only made against advance payment or against an irrevocable letter of credit drawn on a first-class Swiss bank and confirmed by the bank (documentary letter of credit or bank guarantee).
• Upon expiry of the payment deadline, the customer shall automatically be in default, i.e. without any further reminder. From this point in time, the customer shall be charged default interest of 6% per annum. The right to compensation for further damages and withdrawal from the contract after expiry of a reasonable grace period is expressly reserved.

The Supplier shall remain the owner of all its deliveries until it has received payment in full in accordance with the contract. Upon conclusion of the contract, the customer authorizes the supplier to enter the retention of title in the official register at the customer's expense and to complete all formalities in this regard.

The customer shall maintain the delivered items at its own expense for the duration of the retention of title and insure them in favor of the supplier against theft, breakage, fire, water and other risks. Furthermore, the customer shall take all measures to ensure that the supplier's title is neither impaired nor revoked.

In the event of mixing, the Supplier shall acquire co-ownership in accordance with the value ratio of the components. If the customer fails to meet its acceptance and/or payment obligations even after the expiry of a grace period of 30 days, the supplier shall be entitled to sell the products ordered by the customer freely and unhindered to third parties for the duration of the continued delay in acceptance and/or payment, irrespective of any industrial property rights to which the customer is entitled (e.g. patents, company, trademark, design, model and copyright rights).

• The delivery period shall commence as soon as the contract has been concluded, all official formalities have been obtained, the payments to be made at the time of ordering and any securities have been provided and the essential technical points have been clarified. The delivery deadline shall be deemed to have been met if the notification of readiness for dispatch has been sent to the customer by the time it expires.
• The delivery period shall be extended accordingly:
  1. if the supplier does not receive the information required for the fulfillment of the contract in good time or if the customer subsequently changes it and thus causes a delay in the deliveries or services;
  2. if obstacles occur which the supplier cannot avert despite exercising due care, irrespective of whether they occur at the supplier's, the customer's or a third party's premises. Such obstacles include, for example, epidemics, mobilization, war, riots, significant operational disruptions, accidents, industrial disputes, late or defective delivery of the necessary raw materials, semi-finished or finished products, rejection of important workpieces, official measures or omissions, natural disasters and other cases of force majeure;
  3. if the customer or third parties are in arrears with the work to be carried out by them or are in default with the fulfillment of their contractual obligations, in particular if the customer does not comply with the terms of payment.
• Non-compliance with the delivery deadlines does not entitle the customer to compensation, but to withdraw from the contract after the unused expiry of a reasonable grace period of at least 30 days.
• The customer has no rights or claims due to delays in deliveries or services other than those expressly stated in this Clause 7.

• Benefit and risk shall pass to the customer at the latest upon dispatch of the deliveries ex works.
• If dispatch is delayed at the customer's request or for other reasons for which the supplier is not responsible, the risk shall pass to the customer at the time originally intended for delivery ex works. From this time onwards, the deliveries shall be stored and insured at the customer's expense and risk.

• The Supplier shall inspect the deliveries and services prior to shipment to the extent customary. If the customer requests further inspections, these must be agreed separately and paid for by the customer.
• The customer must inspect the goods and services within 10 days and notify the supplier immediately in writing of any defects. If he fails to do so, the deliveries and services shall be deemed approved.
• The Supplier shall remedy the defects notified to it in accordance with Clause 9.2 as quickly as possible, and the Customer shall give it the opportunity to do so.
• The performance of an acceptance test and the determination of the conditions applicable thereto shall require an express agreement.
• The customer has no rights and claims for defects of any kind in deliveries or services other than those expressly stated in this Clause 9 and in Clause 10 (Warranty, liability for defects).

• The warranty period is 12 months, or 6 months in the case of multi-shift operation. It begins with the dispatch of the deliveries ex works. If dispatch is delayed for reasons for which the supplier is not responsible, the warranty period shall end no later than 12 months after notification of readiness for dispatch.
  The warranty shall expire prematurely if the customer or third parties carry out improper modifications or repairs or if, in the event of a defect, the customer does not immediately take all appropriate measures to minimize the damage and give the supplier the opportunity to rectify the defect.
• The Supplier undertakes, at the Customer's written request, to repair or replace as quickly as possible, at the Supplier's discretion, all parts of the Supplier's deliveries which are demonstrably defective or unusable as a result of poor material, faulty design or poor workmanship before the expiry of the warranty period, or to refund the proportion of the purchase price attributable to these parts. Replaced parts shall become the property of the supplier.
• Warranted characteristics are only those that have been designated as such in the specifications. The warranty shall apply at the longest until the expiry of the warranty period in accordance with Clause 10.1.
  If the warranted characteristics are not or only partially fulfilled, the customer shall initially be entitled to rectification by the supplier. The customer shall grant the supplier the necessary time and opportunity to do so. If this rectification is not successful or only partially successful, the customer shall be entitled to a reasonable reduction in the price. If the defect is so serious that it cannot be remedied within a reasonable period of time and if the deliveries or services cannot be used for the stated purpose or can only be used to a considerably reduced extent, the customer shall have the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable for him, to withdraw from the contract. The supplier can only be obliged to refund the amounts paid to him for the parts affected by the withdrawal.
• Excluded from the Supplier's warranty and liability are damages that cannot be proven to have occurred as a result of poor material, faulty design or poor workmanship, e.g. as a result of natural wear and tear, poor maintenance, disregard of operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by the Supplier, as well as other reasons for which the Supplier is not responsible.
• The customer has no rights or claims due to defects in material, design or workmanship or due to the absence of warranted characteristics other than those expressly stated in Clauses 10.1 to 10.4.

• Goods may only be returned after written notification and within 10 days of the delivery date. They require the written consent of the supplier and can only be made if the material is in perfect condition and in its original packaging.
• Commercial items can only be exchanged if the supplier manages them from its own warehouse. A copy of the delivery note or invoice must be enclosed with every return.
• The supplier reserves the right to charge an expense allowance of 20% of the order value, but at least CHF 200. Any costs for return transportation and disposal will be charged separately. offset.

All cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction in price, rescission of the contract or withdrawal from the contract not expressly mentioned are excluded. Under no circumstances shall the customer be entitled to claim compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damages. This exclusion of liability does not apply to unlawful intent or gross negligence on the part of the supplier, but it does apply to unlawful intent or gross negligence on the part of auxiliary persons.

Furthermore, this exclusion of liability shall not apply insofar as it conflicts with mandatory law.

If the supplier also undertakes assembly or assembly supervision, the General Terms and Conditions of Assembly of the Swiss Association of Machinery Manufacturers (VSM) shall apply.

• The exclusive place of jurisdiction for all disputes between the parties shall be, at the Supplier's discretion, the Supplier's registered office, the Customer's registered office or any other statutory place of jurisdiction.
• Contracts between suppliers and customers shall be governed exclusively by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) of April 11, 1980.