General Terms and Conditions
1. General Provisions
1.1 The contract is concluded upon receipt of the written confirmation from LAPP Tec AG (hereinafter referred to as the "Supplier") accepting the order (order confirmation). Offers that do not specify an acceptance period are non-binding.
1.2 These terms of delivery are binding if they are declared applicable in the offer or the order confirmation. Divergent terms and conditions of the purchaser shall only be valid if expressly accepted by the Supplier in writing.
1.3 All agreements and legally relevant declarations by the contracting parties must be made in writing to be valid. Declarations in text form transmitted or recorded through electronic media are deemed equivalent to written form if specifically agreed upon by the parties.
1.4 Individually negotiated agreements that are made in writing shall prevail over these General Terms and Conditions. Subsidiarily, the provisions of the Swiss Code of Obligations (OR) and, for cross-border transactions, the INCOTERMS shall apply.
2. Scope of Deliveries and Services
The Supplier's deliveries and services are definitively listed in the order confirmation, including any annexes thereto. The Supplier is entitled to make changes that lead to improvements, provided such changes do not result in a price increase.
3. Plans and Technical Documents
3.1 Brochures and catalogs are non-binding unless expressly agreed otherwise. Specifications in technical documents are only binding if explicitly guaranteed.
3.2 Each contracting party retains all rights to the plans and technical documents it has provided to the other party. The receiving party acknowledges these rights and will not, without prior written authorization, make the documents wholly or partially accessible to third parties or use them outside the agreed purpose.
4. Regulations in the Country of Destination and Protective Devices
4.1 The purchaser must inform the Supplier no later than at the time of order placement about regulations and standards relating to the execution of deliveries and services, operations, as well as health and safety requirements.
4.2 Unless otherwise agreed, the deliveries and services comply with the regulations and standards at the purchaser's location, as notified to the Supplier under clause 4.1. Additional or different protective devices are provided only if expressly agreed upon.
5. Prices
5.1 Unless otherwise agreed, all prices are net, ex works, without packaging, in freely available Swiss Francs, exclusive of VAT, and without any deductions. All additional costs such as freight, insurance, export, transit, import, and other permits or certifications are borne by the purchaser. The purchaser shall also bear all types of taxes, duties, fees, customs charges, and the like in connection with the contract or reimburse the Supplier upon proof if the Supplier is liable for such payments.
5.2 The Supplier reserves the right to make reasonable price adjustments if labor rates or material prices change between the time of the offer and fulfillment of the contract. A reasonable price adjustment will also be made if:The delivery time is extended for reasons specified in clause 8.3.The nature or scope of the agreed deliveries or services changes.The documents provided by the purchaser do not correspond to actual conditions or are incomplete, resulting in changes to materials or execution.
6. Terms of Payment
6.1 Payments shall be made by the purchaser in accordance with the agreed payment terms at the Supplier's domicile without any deductions for discounts, expenses, taxes, duties, fees, customs, or similar charges.
6.2 Unless otherwise agreed, the price shall be paid in the following installments:One-third as a down payment within one month of receipt of the order confirmation.One-third upon completion of two-thirds of the agreed delivery period.The balance within one month of the Supplier's notification of readiness for dispatch.
6.3 Payment is deemed fulfilled when the Supplier has unrestricted access to Swiss Francs at its domicile.
6.4 Payment deadlines must also be met if transport, delivery, assembly, commissioning, or acceptance of deliveries or services are delayed or rendered impossible for reasons not attributable to the Supplier.
6.5 If the down payment or contractually agreed securities are not provided as stipulated, the Supplier may either adhere to the contract or withdraw from it and, in both cases, claim damages.
6.6 If the purchaser fails to meet the agreed payment deadlines, interest shall accrue automatically from the due date at the rate customary at the purchaser's domicile, but at least 4% above the prevailing 3-month CHF SARON rate. The Supplier reserves the right to claim additional damages.
7. Retention of Title
The Supplier retains ownership of all deliveries until payment in full has been received in accordance with the contract. The purchaser is obligated to cooperate in measures necessary to protect the Supplier's ownership. Specifically, the purchaser authorizes the Supplier, at the purchaser's expense, to register or note the retention of title in public registers or similar documents in accordance with the relevant national laws and to complete all related formalities.
The purchaser shall maintain the delivered goods at its expense during the retention of title period and insure them against theft, breakage, fire, water, and other risks for the benefit of the Supplier. The purchaser shall also take all measures to ensure that the Supplier's ownership is neither impaired nor revoked.
8. Delivery Time
8.1 The delivery period begins once the contract is concluded, all necessary official formalities (such as import, export, transit, and payment permits) have been obtained, initial payments and any securities have been provided, and the main technical points have been clarified. The delivery period is deemed met if the readiness for dispatch has been communicated to the purchaser by its expiration.
8.2 Compliance with the delivery period presupposes that the purchaser fulfills its contractual obligations.
8.3 The delivery period shall be reasonably extended in the following cases:If the Supplier does not receive the information required for contract fulfillment in time, or if the purchaser subsequently modifies it, causing delays in deliveries or services.If obstacles arise that the Supplier, despite due diligence, cannot prevent, regardless of whether they occur at the Supplier’s premises, the purchaser’s premises, or a third party. Such obstacles include pandemics, epidemics, mobilization, war, riots, significant operational disruptions, accidents, labor conflicts, delayed or faulty supply of raw materials or components, defective critical workpieces, official measures or omissions, and natural events.If the purchaser or third parties are in arrears with the work to be performed by them or their contractual obligations, particularly if the purchaser fails to meet payment terms.
8.4 The purchaser may claim compensation for delay if the Supplier is proven to be at fault for the delay and the purchaser can demonstrate that it has suffered a loss as a result. The compensation shall not exceed 0.5% per full week of delay, up to a maximum of 5% of the value of the delayed portion of the delivery. The first two weeks of delay do not entitle the purchaser to compensation.
8.5 If, upon reaching the maximum delay compensation, the Supplier still fails to deliver within a reasonable grace period set by the purchaser for reasons attributable to the Supplier, the purchaser may refuse acceptance of the delayed portion of the delivery. If partial acceptance is economically unreasonable, the purchaser may withdraw from the contract and claim a refund for payments made for returned deliveries.
8.6 The purchaser has no additional rights or claims for delay in deliveries or services beyond those expressly stated in this clause.
9. Packaging
Packaging is charged separately by the Supplier and is not returnable unless designated as the Supplier’s property. If it is designated as such, it must be returned at the purchaser’s expense.
10. Transfer of Benefits and Risks
10.1 The benefits and risks transfer to the purchaser no later than when the deliveries leave the Supplier’s premises.
10.2 If dispatch is delayed at the purchaser’s request or for reasons beyond the Supplier’s control, the risk transfers to the purchaser at the originally scheduled dispatch date. From that point, deliveries are stored and insured at the purchaser’s expense.
11. Shipping, Transport, and Insurance
11.1 Special requests regarding shipping, transport, and insurance must be communicated to the Supplier in good time. Transport is at the purchaser’s expense and risk.
11.2 Complaints related to shipping or transport must be directed to the final carrier immediately upon receipt of the deliveries or freight documents.
11.3 Insurance against damages of any kind is the responsibility of the purchaser.
12. Inspection and Acceptance of Deliveries and Services
12.1 The Supplier will inspect deliveries and services to the extent customary before dispatch. Additional inspections requested by the purchaser must be agreed upon separately and paid for by the purchaser.
12.2 The purchaser must inspect deliveries and services within a reasonable time and immediately notify the Supplier in writing of any defects. Failing such notification, the deliveries and services are deemed accepted.
12.3 The Supplier shall promptly remedy defects notified under clause 12.2, provided the purchaser gives the Supplier the opportunity to do so.
12.4 Special agreements are required for acceptance testing and its conditions.
12.5 The purchaser has no claims or rights concerning defects in deliveries or services other than those expressly stated in clauses 12 and 13.
13. Warranty and Liability for Defects
13.1 The warranty period is 12 months, starting from the dispatch of deliveries or, where agreed, from acceptance or completion of assembly. If dispatch, acceptance, or assembly is delayed for reasons beyond the Supplier’s control, the warranty period ends no later than 18 months after notification of readiness for dispatch.
13.2 For replaced or repaired parts, the warranty period restarts for six months, but no longer than twice the original warranty period.
13.3 The warranty lapses prematurely if the purchaser or third parties make improper modifications or repairs or if the purchaser fails to take immediate measures to mitigate damages or provide the Supplier the opportunity to rectify defects.
13.4 The Supplier’s liability is limited to defects resulting from poor materials, faulty design, or deficient execution. The Supplier will, at its discretion, repair or replace defective parts promptly upon written notification from the purchaser. The cost of transport and assembly is borne by the purchaser.
13.5 Claims for indirect or consequential damages, such as lost profits or production losses, are excluded to the extent legally permissible.
13.6 The purchaser has no rights or claims beyond those expressly stated in this clause.
14. Termination by the Supplier
The Supplier may terminate the contract or specific parts of it if unforeseen events significantly alter the economic relevance or content of deliveries or services or substantially impact the Supplier’s operations, and where such adjustments are economically unreasonable.
15. Exclusion of Additional Liability
All cases of contract breach and their legal consequences, as well as all claims by the purchaser, regardless of the legal basis, are exclusively regulated by these terms. The Supplier’s liability for damages not affecting the delivered goods themselves is excluded, except in cases of intentional or gross negligence.
16. Supplier’s Right of Recourse
If the purchaser or its agents cause injury to persons or damage to third-party property, and the Supplier is held liable, the Supplier has a right of recourse against the purchaser.
17. Assembly
If the Supplier undertakes assembly or supervision of assembly, the Supplier’s General Assembly Conditions apply.
18. General Provisions
18.1 If any provision of these terms or the associated agreements is found invalid, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid provision with one that achieves the intended economic effect as closely as possible.
18.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly from contracts governed by these terms is the Supplier’s domicile in Switzerland. The Supplier may also take legal action at the purchaser’s domicile or the place of performance.
18.3 The contractual relationship is governed exclusively by Swiss law.
