GENERAL TERMS AND CONDITIONS

1. General information

1.1. The general conditions of sale and delivery of Rototec AG (hereinafter "Supplier") are valid for all sales, deliveries and services of the Supplier to the Customer, unless they are amended or supplemented by mutual agreement and in writing.
Other terms and conditions of the Customer are only valid if they are expressly accepted by the Supplier in writing.

1.2. The Supplier's offers shall in principle be subject to change.
Orders must contain clear specifications regarding all execution details. The Customer shall be responsible for the clarity and wording of its orders.
The contract is concluded upon receipt of the Supplier's written confirmation that it accepts the order (order confirmation).
 

2. Scope of deliveries and services

The Supplier's deliveries and services are listed in the order confirmation, including any attachments relating to them. Services not included must be agreed separately.
Equipment, dimensions and weight of the products ordered may show slight deviations during the production process. Such deviations shall be deemed to be contractually compliant to the extent that they do not affect material characteristics of the Products.
 

3. Plans and technical documentation

3.1. Brochures and catalogues are not binding unless agreed otherwise. Information in technical documentation is only binding where expressly guaranteed.

3.2. Each Party shall reserve all rights in respect of any plans and technical documentation it has provided to the other Party. The receiving Party acknowledges these rights and will not make the documentation available to third parties in whole or in part without the prior written authorisation of the other Party or use such documentation outside the purpose for which it has been handed over to that Party. The use of plans and technical documentation from the Supplier to obtain offers from competitors is prohibited.
 

4. Prices and surcharges

4.1. All prices are in Swiss francs, net ex works without packaging, VAT and any deductions. All expenses, taxes, levies, fees, duties, and the like shall be borne by the Customer.

4.2. The minimum order value for orders is CHF 100. If this minimum value is not exceeded, the Supplier will additionally charge a small quantity surcharge of CHF 35 per order.

4.3. If a product or service of the Supplier is required faster than the regular delivery time, the Supplier will invoice express surcharges.
 

5. Terms of payment

5.1. Payments must be made to the Supplier's domicile without deduction of cash discount, expenses, taxes, levies, fees, duties, and the like.
Unless specific terms of payment have been agreed, the invoice will be issued at the time of delivery and the payment period will be 30 days from the date of invoice.
For orders with an order value of more than CHF 30,000, 1/3 of the price will be due for payment when placing the order, 1/3 upon delivery and the remaining amount within 30 days after acceptance.
Deliveries to foreign countries are only possible following advance payment or in return for a letter of credit drawn on and confirmed by a Swiss bank of good standing (documentary letter of credit or bank guarantee).

5.2. Upon expiry of the payment period, the consequences of delay will occur automatically, i.e. without further reminder. From this point on, the Customer will be charged default interest of 6% p.a. We expressly reserve the right to claim compensation for further loss and to withdraw from the contract after the expiry of a reasonable grace period.
 

6. Reservation of title and rights of use

6.1. The Supplier shall remain the owner of all of its deliveries until the Supplier has received full payment under the Contract. The Customer authorises the Supplier, upon conclusion of the contract, to carry out the registration of the retention of title in the official register at the Customer's expense and to carry out all relevant formalities.
The Customer shall maintain the delivered items at its own expense during the period of retention of title and shall insure them against theft, breakage, fire, water and other risks with the Supplier as beneficiary. The Customer will also take all measures to ensure that the Supplier's title is not impaired or cancelled.
In case of commingling, joint ownership on the part of the Supplier is created according to the ratio of the value of the components. If the Customer does not fulfil its acceptance and/or payment obligations even after a grace period of 30 days has expired, the Supplier shall be entitled to dispose of the products ordered by the Customer to third parties, freely and without hindrance, irrespective of any intellectual property rights (such as patents, company patents, trademarks, designs, sample models and copyrights) to which the Customer is entitled.

7. Delivery period

7.1. The delivery period shall commence as soon as the Contract has been concluded, all official formalities have been obtained, due payments have been made, any collateral required upon the placement of the order has been provided and the essential technical points have been clarified. The delivery period shall be deemed complied with if the dispatch notification has been sent to the Customer before expiry of the delivery period.

7.2. The delivery period shall be extended appropriately
a) If the Supplier does not receive the information it needs for the performance of the Contract in time or if it is subsequently amended by the Customer thereby causing a delay in the deliveries or services.
b) If obstacles arise which the Supplier cannot prevent despite the application of due care, regardless of whether such obstacles are the responsibility of the Supplier, the Customer or any third party. Such obstacles include epidemics, mobilization, war, rioting, serious operational disruptions, accidents, industrial disputes, late or incorrect delivery of the necessary raw materials, semi-finished or finished goods, important workpieces being rejected, regulatory measures or omissions, natural disasters and other cases of force majeure.
c) If the Customer or third parties are in default with the work they are due to perform or with the performance of their contractual obligations, in particular if the Customer fails to comply with the terms of payment.

7.3. Failure to comply with the delivery period does not entitle the Customer to claim damages; however, it may withdraw from the contract after an unused expiry of a reasonable grace period of at least 30 days.

7.4. The Customer shall not have any rights and claims due to delay in deliveries or services except as expressly stated in this clause 7.
 

8. Transfer of benefits and risks

8.1. Benefits and risks shall pass to the Customer at the latest upon the dispatch of the deliveries ex works.

8.2. If shipment is delayed at the request of the Customer or for other reasons for which the Supplier is not responsible, the risk shall pass to the Customer at the time originally planned for delivery ex works. From this point on, deliveries will be stored and insured at the Customer's expense and risk.
 

9. Inspection and acceptance of deliveries and services

9.1. The Supplier shall check deliveries and services as usual before shipment. If the Customer requires further inspections, these must be specially agreed and paid for by the Customer.

9.2. The Customer must check the deliveries and services within 10 days and notify the Supplier immediately in writing of any defects. If the Customer fails to do so, the deliveries and services shall be deemed to have been approved.

9.3. The Supplier shall rectify the defects communicated to it pursuant to clause 9.2 as soon as possible and the Customer shall give it the opportunity to do so.

9.4. The performance of an acceptance test and the determination of the applicable conditions shall require an explicit agreement.

9.5. Defects of any kind regarding deliveries or services will not entitle the Customer to any rights or claims other than those expressly stated in this clause 9 as well as those in clause 10 (warranty, liability for defects).

10. Warranty, liability for defects

10.1. The warranty period is 12 months, and 6 months for multi-shift operation. This period commences upon the deliveries leaving the Supplier's works. If shipment 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 shipment.
The warranty expires prematurely if the Customer or a third party improperly makes changes or repairs or, if a defect has occurred, the Customer does not immediately take all appropriate measures to mitigate the damage and give the Supplier an opportunity to remedy the defect.

10.2. The Supplier undertakes, at the written request of the Customer, to repair or replace all parts of the Supplier's deliveries that can be proven to be damaged or unusable as a result of bad materials, faulty design or defective work until the end of the warranty period, as soon as possible, or to reimburse the proportion of the purchase price attributable to those parts, the choice of remedy being at the Supplier's discretion. Replaced parts become the property of the Supplier.

10.3. Assured properties are only those that are designated as such in the specifications. The warranty is valid until the expiry of the warranty period pursuant to clause 10.1.
If the assured properties are not met or only partially satisfied, the Customer shall initially be entitled to rectification by the Supplier. For this purpose, the Customer shall grant the Supplier the necessary time and opportunity. If this rectification is not possible or only partially possible, the Customer is 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 are not usable for the stated purpose or only in a significantly reduced amount, the Customer has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable to it, to withdraw from the contract. The Supplier can only be obliged to reimburse the amounts paid to it for the parts affected by the withdrawal.

10.4. Excluded from the Supplier's warranty and liability are damages which are not proven to have arisen as a result of poor material, defective construction or defective design, for example due to natural wear and tear, defective maintenance, violation of operating regulations, excessive stress, unsuitable operating equipment, 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.

10.5. Except for those expressly stated in clauses 10.1 to 10.4, the Customer has no rights or claims arising from defects in materials, design or construction, or from a lack of assured properties.
 

11. Exclusion of further liability of the Supplier

11.1. Returns of goods can only be made after written notification and within 10 days from the date of delivery. They require the Supplier's written consent and can only be carried out if the material is in perfect condition and in its original packaging.

11.2. Merchandise can only be exchanged if the Supplier manages it from its own warehouse. A copy of a delivery note or invoice must accompany each return.

11.3. The Supplier reserves the right to charge compensation for expenses of 20% of the order value, but at least CHF 200. Any costs for return transport and disposal will be charged separately.
 

12. Installation

If the Supplier also performs the installation work or supervises the installation work, the General Terms and Conditions of Installation Work published by the Swiss Association of Machinery Manufacturers (VSM) shall apply to such work.

13. Place of jurisdiction and applicable law

13.1. The exclusive place of jurisdiction for all disputes between the Parties is, at the Supplier's discretion, the registered office of the Supplier, the registered office of the Customer or any other legal place of jurisdiction.

13.2. The Contracts between the Supplier and Customer shall be governed exclusively by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) dated 11 April 1980.