GENERAL TERMS AND CONDITIONS FOR DELIVERIES AND THE PROVISION OF SERVICES

1. Definition

These GT&C apply to deliveries and contractual services of Federtechnik Kaltbrunn AG, unless otherwise agreed in writing. They shall become an integral part of the contract with each order confirmation from the customer. Notifications by letter or e-mail fulfil the requirement of being in writing as defined by these GT&C. Proof of delivery of the notification shall be the responsibility of the customer.

2. Offer and conclusion of contract

2.1 Orders and declarations of acceptance by the customer shall be deemed to be an offer to conclude a contract.
2.2 Contracts under these GT&C are concluded by written confirmation of the order by the supplier. Changes must be reported in writing within 2 working days of receipt. Technical data, illustrations, drawings, weight specifications and dimensions are not binding if the supplier has not confirmed this in writing. We reserve the right to make design changes.
2.3 The service is based on the documents provided by the customer or its third party. The customer shall be responsible for completeness.

3. Prices and payments

3.1 All prices of the supplier are EXW INCOTERMS 2010® plus the statutory value added tax applicable at the time of invoicing. All ancillary costs such as costs for freight, insurance, export, transit, import and other authorisations and certifications shall be borne by the customer. The customer shall also bear all types of taxes, levies, fees and customs duties.
3.2 All prices are invoiced in the supplier's currency.
3.3 Reasonable price increases may be made if the material and labour costs on which the calculation is based have changed significantly since the supplier's written order confirmation.
3.4 The supplier is authorised to make partial deliveries.
3.5 The supplier's invoices must be paid within 30 days of the invoice date.
3.6 Complaints must be made within 5 working days, otherwise the delivery shall be deemed approved.
3.7 Offsetting against due counterclaims is not permitted.
3.8 The due date is an expiry date if invoices are not paid on time. From the due date, default interest of 5% per annum shall be payable, including reminder fees, collection fee costs, etc. The supplier is entitled to withdraw from the contract and to have the delivery returned.
3.9 If the supplier has verifiably delivered partially defective products, the customer is nevertheless obliged to pay for the defect-free part of the delivery, unless the partial delivery is of no benefit to the customer.

4. Retention of title

Until full payment of the price and all costs in connection with the delivery, the delivery shall remain the property of the supplier. The supplier is authorised to have the retention of title registered at the competent place and authority at any time with the cooperation of the customer. The customer is obliged to insure the delivered items appropriately.

5. Delivery, despatch and transfer of risk

5.1 The agreed delivery period begins at the earliest with the written confirmation. The transfer of benefit and risk to the customer shall take place when the goods are handed over to the first forwarding agent.
5.2 Unless otherwise agreed, delivery shall be "ex works" (EXW INCOTERMS 2010®).
5.3 Within a tolerance of 10 per cent of the total order quantity, production-related excess or shortage in quantities shall be permissible. The agreed total price shall change accordingly.

6. Tools, operating equipment

6.1 Manufacturing costs for tools and other equipment (moulds, templates, etc.) shall be invoiced separately from the product to be delivered. Unless otherwise agreed, they shall be paid at the latest when the initial sample is sent or, if no such sample is requested, when the first product is delivered.
6.2 Tool renewals and modifications shall be at the expense of the customer.
6.3 If the customer suspends or terminates the cooperation during the production period of the tools or equipment, all production costs incurred up to that point shall be borne by the customer.
6.4 The tools or equipment manufactured or procured by the supplier shall remain the property of the supplier.
6.5 The supplier undertakes to store the tools or operating equipment for the customer for 3 years after the last delivery. If the customer notifies the supplier before the expiry of this period that orders will be placed within a period of up to a further year, the supplier shall be obliged to store the tools or equipment for this period. Otherwise, the supplier may freely dispose of the tools or equipment.

7. Warranty for deliveries

7.1 The supplier warrants to the customer that the delivery has no defect as to quality or defects of title at the time of despatch. The warranty period is 24 months. Any further warranty is excluded. The customer shall inspect the delivery immediately upon arrival at the agreed destination and, if the delivery is found to be defective, the customer shall submit a written complaint within 8 working days. Defects discovered later must be reported within 5 working days of discovery. If deliveries are further processed without inspection, they shall be deemed approved.
7.2 After the assertion of defects / faults, the supplier may choose whether they wish to inspect the delivered parts on site or whether they request that the parts be returned for the purpose of examining the warranty claim. In the event of a warranty claim, the customer shall be entitled to repair or replacement free of charge. There is no entitlement to cancellation of the contract or to a reduction in the purchase price. If there is no warranty case, the customer shall bear all costs. The original deadline shall continue to apply to the delivery items replaced or repaired by the supplier.
7.3 System responsibility lies with the customer.

8. Warranty for services

The customer shall inspect the service immediately after it has been provided and report any complaints in writing within 2 working days. Failure to do so shall be deemed acceptance of the service. The supplier shall only be liable for the careful execution of the service and shall under no circumstances assume any responsibility for the results.

9. Liability and exclusion of liability

9.1 Liability shall be governed by the applicable statutory provisions (e.g. liability claims). Under no circumstances shall the supplier be liable for slight negligence, indirect and consequential damage and loss of profit, unrealised savings, damage resulting from delayed delivery or service.
9.2 The supplier shall not be liable for damage attributable to any of the following causes:

- incorrect transport

- unlawful use of the delivery outside the intended purpose

- failure to carry out maintenance

- failure to take account of local conditions

- force majeure such as natural disasters, strikes, terrorism or official directives.

10. Data protection

The supplier shall comply with the applicable data protection legislation. The customer agrees to the automatic transfer, use, storage and analysis of personal data within the scope of the contractually agreed purpose. If necessary for data protection reasons, the customer shall, at the request of the supplier, sign an appropriate declaration of consent so that organisational and technical protective measures can be taken within the framework of the applicable data protection laws. The transferred personal data shall be used exclusively for the fulfilment of contractual obligations and in anonymised form for evaluations and quality assurance measures.

11. Resale

Resale of deliveries by the customer is only permitted together with the original documentation and with the supplier's acceptance.

12. Intellectual property rights, property rights to documents

12.1 The supplier or its licensor, if any, shall remain the owner of all rights to all deliveries and services, descriptions, brochures, plans, documents and data carriers, including patent, copyright or other intellectual property rights. The customer shall accept these rights from the supplier or its licensors.
12.2 The supplier confirms that, to the best of the supplier's knowledge, the descriptions of deliveries and services, brochures, plans, documents and data carriers provided to the customer do not infringe any third-party rights. However, the supplier does not guarantee that the descriptions of deliveries and services, brochures, plans, documents and data carriers provided to the purchaser do not infringe the rights of third parties.

13. Partial invalidity

Should individual provisions of these GT&C be deemed invalid or partially invalid by a competent arbitration tribunal, ordinary court or competent authority, this shall not affect the validity of the remaining provisions and these GT&C as a whole. The parties shall endeavour to replace the invalid provision with a valid provision that comes as close as possible to the legal content and economic purpose of the invalid provision.

14. Changes to orders, cancellation, termination

14.1 Contracts concluded for an indefinite period can be cancelled by either party with a notice period of 3 months.
14.2 In the event of important reasons, the contractual relationship may be cancelled by the supplier at any time.
14.3 In the event of a change to a current order by the customer, the supplier may invoice the parts already manufactured or the raw materials and semi-finished products that can no longer be used for the changed order.
14.4 In the event of cancellation of the contract, the customer must bear the actual costs incurred by the supplier.

15.  Place of jurisdiction and applicable law

15.1 The exclusive place of jurisdiction for all disputes arising from a contract between the supplier and the customer shall be the supplier's registered office. The supplier is also entitled to take legal action against the customer at the latter's registered office.
15.2 These GT&C and the associated contract are subject to Swiss law with the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules of the Swiss Federal Act on Private International Law.