1. The contract is concluded upon receipt of the supplier's written confirmation of acceptance of the order (order confirmation). Offers that do not specify a time limit for acceptance are non-binding.
2. These terms and conditions of delivery are binding if they are declared to be applicable in the offer or the order confirmation. Conditions of the ordering party to the contrary shall only be valid if expressly accepted in writing by the supplier.
3. All agreements and legally relevant declarations of the contracting parties are valid only in written form. Declarations in text form, which are transmitted via or stored in electronic media, are equivalent to the written form if specially agreed by the parties.

The supplier's deliveries and performances are listed conclusively in the order confirmation, including any supplements thereto. The supplier is authorized to make changes that lead to improvements, provided they do not cause any increase in price.

1. Brochures and catalogs are not binding unless otherwise agreed. Specifications in technical documents are only binding if they are expressly assured.
2. Each contracting party retains the rights to plans and technical documents that they have handed over to the other party. The receiving contracting party recognizes these rights and shall not, without the prior written permission of the other contracting party, disclose them in full or in part to third parties or use them for purposes other than those for which they were handed over.
3. The machine software delivered with a machine remains the property of the supplier and may not be modified without the supplier's prior written consent. The ordering party is granted a non-transferable usage license which, depending on the arrangement of the individual contract – may be limited in terms of content and time.

1. At the latest upon placing the order, the ordering party shall inform the supplier of the regulations and standards that relate to the execution of the deliveries and performances, the operation, and protection against illness and accidents.
2. In the absence of other agreements, the deliveries and performances shall conform to the regulations and standards valid at the ordering party's registered office, of which the latter has informed the supplier in accordance with no. 4.1. Additional or other protective devices shall be delivered insofar as this has been expressly agreed.

1. All prices – in the absence of a different agreement – are net, ex works, excluding packaging, in freely available Swiss francs, excluding any deductions. All auxiliary costs such as for freight, insurance, export/transit/import licenses and other permits as well as certifications shall be borne by the ordering party. Likewise, the ordering party shall pay all taxes, levies, fees, custom duties and the like that are raised in connection with the contract or, on receipt of corresponding proofs, reimburse the supplier for these duties if the latter had become liable to pay them.
2. The supplier reserves the right to adjust the price accordingly if the wage rates or material prices change between the time of making the offer and the time of contractual fulfilment. An appropriate price adjustment shall also be made if
   - the delivery time is extended due to one of the reasons listed in no. 8.3, or
   - the type or scope of the agreed deliveries or performances is changed, or
   - the material or version is changed because the documents delivered by the ordering party did not correspond to the actual
   circumstances or were incomplete.

1. Payments shall be made at the supplier's domicile in accordance with the terms of payment, without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like. In the absence of a different agreement, the price shall be paid in the following installments:
   - One third as a downpayment within one month of receipt of the order confirmation by the ordering party,
   - one third upon expiry of two thirds of the agreed delivery time,
   - the remaining sum within one month after the supplier gives notice of readiness to dispatch.
   The payment duty is fulfilled as soon as Swiss francs have been placed at the supplier's free disposal at the latter's domicile.
2. The payment dates shall also be complied with if transport, delivery, installation, commissioning or acceptance of the deliveries or performances are delayed or made impossible for reasons for which the supplier is not responsible, or if only non-essential parts are missing, or if rework proves to be necessary for deficiencies that do not make use of the deliveries impossible.
3. If the downpayment or the securities to be provided upon conclusion of the contract are not made or provided in accordance with the contract, the supplier shall be entitled to adhere to the contract or to withdraw from the contract and in both cases to demand compensation for damages.
4. If the ordering party does not comply with the agreed payment dates, it shall be liable – without a reminder – to pay interest from the time of the agreed due date at a rate equivalent to the normal rate of interest at the supplier's domicile, but at least 4% above the respective 3-monthly CHF-LIBOR. The right to assert further claims for damages is reserved.

The supplier shall remain the owner of all its deliveries until such time as the payments have been made in full in accordance with the contract. The ordering party is obligated to assist with measures that are necessary to protect the supplier's property; in particular, on conclusion of the contract, the ordering party shall authorize the supplier at the ordering party's expense to register or reserve the retention of title in public registers, books or the like in accordance with the applicable national laws and to complete all formalities in this respect. For the duration of the retention of title, the ordering party shall, at its own expense, maintain the items delivered and insure them on the supplier's behalf against theft, breakage, fire, water and other risks. Furthermore, the ordering party shall take all measures to ensure that the supplier's ownership claims are neither impaired nor abrogated.

1. The delivery time begins as soon as the contract has been concluded, all official formalities have been completed such as the obtaining of import, export, transit and payment permits, the payments due upon placing the order have been made and any securities have been provided, and the essential technical points have been clarified. The delivery time shall be deemed to have been complied with if the notice of readiness to dispatch has been sent by the time of its expiry.
2. The requisite for compliance with the delivery time is that the ordering party fulfills its contractual obligations.
3. The delivery time shall be extended appropriately:
   a) if the supplier does not receive the information required for the fulfillment of the contract in good time, or if the ordering party subsequently changes the information, thus causing the deliveries or performances to be delayed;
   b) wif hindrances occur that the supplier cannot avert despite taking all due care, regardless of whether they occur at the supplier's premises, at those of the ordering party or at those of a third party. Such hindrances are, for example, epidemics, mobilization, war, riots, major operational disruptions, accidents, labor disputes, late or incorrect delivery of the required raw materials or semifinished or finished goods, proved rejection of major workpieces, official measures or omissions, force majeure;
   c) if the ordering party or third parties are in arrears with the work to be carried out by them or with the fulfillment of their contractual obligations, in particular if the ordering party does not comply with the terms of payment.
4. In the event of late deliveries, the ordering party shall have the right to assert a claim for compensation of damages due to a delay, provided the delay is proven to be the fault of the supplier and the ordering company can prove that it has suffered damages as a result of the delay. If the ordering party is helped by means of a compensation delivery, the claim for compensation of damages due to a delay is voided. The compensation of damages due to a delay amounts to ½ % for each full week of the delay, but no more than 5 % in total, calculated on the basis of the contractual price of the delayed part of the delivery. The first two weeks of the delay do not give cause to claim for compensation of damages due to a delay. After reaching the maximum compensation of damages due to a delay, the ordering party shall grant the supplier an appropriate grace period in writing. If this grace period is not complied with for reasons for which the supplier is at fault, the ordering party shall have the right to refuse acceptance of the delayed part of the delivery. If a partial delivery is economically unreasonable for the ordering party, the latter shall have the right to withdraw from the contract and to demand reimbursement of payments already made against the return of deliveries already made.
5. If a specific date has been agreed instead of a delivery time, this is equivalent to the last day of a delivery time; numbers 8.1 to 8.4 apply analogously.
6. With regard to delayed deliveries or performances, the ordering party has no rights or entitlements other than those expressly mentioned in this no. 8. This restriction does not apply to unlawful intent or gross negligence on the part of the supplier; however, it does apply to unlawful intent or gross negligence on the part of auxiliary persons.

The supplier shall invoice separately for the packaging and shall not take it back. If it is designated as the property of the supplier, however, the ordering party must return it carriage paid to the point of departure.

1. The use and risk are transferred to the ordering party at the latest upon departure of the deliveries from the factory.
2. If the dispatch is delayed at the ordering party's request or for reasons for which the supplier is not at fault, the risk shall be transferred to the ordering party at the originally planned time of departure from the factory. From this point in time onwards, the deliveries shall be stored and insured at the ordering party's risk and expense.

1. Special requests with regard to dispatch, transport and insurance must be made to the supplier in good time. Transport takes place at the ordering party's expense and risk. Complaints in connection with the dispatch or transport shall be directed by the ordering party to the last freight forwarder immediately upon receipt of the deliveries or the freight documents.
2. The ordering party is responsible for taking out insurance against damage of any kind.

1. The supplier shall check the deliveries and performances to the usual extent prior to dispatch. Should the ordering party demand more extensive checks, these must be agreed separately and paid for by the ordering party.
2. The ordering party must check the deliveries and performances within an appropriate time limit and must inform the supplier in writing of any defects without delay. If the ordering party fails to do this, the deliveries and performances shall be deemed to be accepted.
3. The supplier must rectify the defects of which it was informed in accordance with no. 12.2 as quickly as possible and the ordering party shall grant the supplier the opportunity to do so.
4. The execution of an acceptance test as well as the definition of the conditions applicable thereto requires a special agreement.
5. With regard to defects of any kind in deliveries or services, the ordering party has no rights or entitlements other than those expressly mentioned in this no. 12 as well as in no. 13 (Warranty, liability for defects).

1. Warranty period
   The warranty period is 12 months, or in case of multi-shift operation 6 months. It commences with the departure of the deliveries from the factory or with any agreed acceptance of the deliveries and performances or, if the supplier has also assumed responsibility for the installation, upon its completion. If the dispatch, acceptance or installation is delayed for reasons for which the supplier is not at fault, the warranty period ends at the latest 18 months after notice of readiness to dispatch. The warranty starts over for replaced or repaired parts and lasts for a period of 6 months from the time of the replacement, completion of the repair or acceptance, but at the most until expiry of a time limit equivalent to double the warranty period according to the previous paragraph. The warranty shall expire prematurely if the ordering party or a third party carries out improper modifications or repairs, or if the ordering party, where a defect has occurred, does not immediately take all suitable measures to minimize the damage, giving the supplier the opportunity to rectify the defect.
2. Liability for defects in material, construction and workmanship
   The supplier obligates itself, on written demand by the ordering party, to repair or replace as quickly as possible all parts of the supplier's deliveries or performances that are proven to have become faulty or unusable as a result of poor material, faulty construction or poor workmanship before the expiry of the warranty period. Replaced parts become the property of the supplier. The costs for transport and installation shall be borne by the ordering party.
3. Liability for assured properties
   Assured properties are only those that are expressly designated as such in the order confirmation or in the specifications. The assurance applies at the most until the expiry of the warranty period. If an acceptance test has been agreed, the assurance is deemed to be fulfilled if proof of the properties concerned has been provided by way of this test. If the assured properties are not fulfilled or only partly fulfilled, the ordering party shall initially have the right to demand immediate rectification by the supplier. The ordering party must grant the supplier the necessary time and opportunity to do so. If this rectification is unsuccessful or only partly successful, the ordering party shall be entitled to the agreed compensation for this case or, if no such agreement exists, to an appropriate price reduction. If the defect is so serious that it cannot be rectified within a reasonable time limit and the deliveries or performances are unusable or only usable to a very much reduced degree for the announced purpose, the ordering party shall have the right to refuse acceptance of the defective part or, if a partial acceptance is economically unreasonable for the ordering party, to withdraw from the contract. The supplier can only be obligated to reimburse the sums of money that have been paid for the parts affected by the withdrawal.
4. Exclusions from the liability for defects
   Damage that is not proven to have been caused by poor material, faulty construction or poor workmanship, e.g. as a result of natural wear and tear, poor maintenance, disregard of operating regulations, excessive loads, unsuitable operating resources, chemical or electrolytic influences, construction or installation work not performed by the supplier and any other reasons for which the supplier is not at fault, is excluded from the supplier's warranty and liability for defects.
5. Exclusivity of warranty claims
   With regard to poor materials, construction or workmanship, as well as the absence of assured properties, the ordering party has no rights or entitlements other than those expressly mentioned in numbers 13.1 to 13.4.
6. Liability for secondary obligations
   For claims on the part of the ordering party on account of poor advice and the like or on account of a breach of any secondary obligations, the supplier shall only be liable in the case of unlawful intent or gross negligence.

If unforeseen events significantly change the economic importance or contents of the deliveries or performances, or have a significant effect on the supplier's work, as well as in the case of subsequent impossibility of execution, the contract shall be adapted appropriately. Should this be economically unreasonable, the supplier shall have the right to terminate the contract or the parts of the contract affected.

All breaches of contract and their legal consequences, as well as all claims made by the ordering party, irrespective of the legal grounds on which they are made, are conclusively governed by these terms and conditions. In particular, claims for compensation of damages, price reduction, rescindment of the contract or withdrawal from the contract are excluded if not expressly mentioned. In no case shall the ordering party have the right to claim for compensation of damages not occurring to the delivery item itself, namely loss of production, losses of effectivity, lost orders, lost profits and any other direct or indirect damages. This liability exclusion does not apply to unlawful intent or gross negligence on the part of the supplier; however, it does apply to unlawful intent or gross negligence on the part of auxiliary persons. Furthermore, this liability exclusion does not apply if mandatory laws oppose it.

If people are injured or third-party property is damaged due to actions or omissions on the part of the ordering party or its auxiliary persons and claims are made against the supplier for this reason, the latter shall have the right of recourse to the ordering party.

If the supplier assumes responsibility for the installation or supervision of the installation, the manufacturer's general terms and conditions of installation shall apply.

1. The place of jurisdiction for the ordering party and the supplier is the supplier's registered office. However, the supplier shall be entitled to take the ordering party to court at the latter's registered office.
2. The legal relationship is subject to Swiss substantive law.