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1. General

1.1 These general terms and conditions of sale and delivery are binding if they are declared to be applicable in the offer or in the order confirmation. Different terms and conditions of the customer are only valid if they have been expressly accepted in writing by the supplier.

1.2 All agreements and legally relevant declarations of the contracting parties must be in writing to be valid.


2. Offers and conclusion of contract

2.1 The contract is deemed to have been concluded when the supplier has confirmed acceptance of an order in writing after receipt.

2.2 Offers that do not contain an acceptance period are non-binding. Tacit acceptance is excluded.

2.3 Offer validity: Offers are valid for 2 months from the date of submission

3. Scope of Delivery

3.1 The order confirmation is decisive for the scope and execution of the delivery and service. Material or services that are not included therein will be charged additionally.

3.2 Changes to the order confirmation can be made by the supplier, provided that they bring about an improvement and do not lead to a price increase.


4. Plans and technical documents

4.1 Brochures, catalogues, drawings and price lists are not binding unless otherwise agreed. Specifications in technical documents are only binding if they are expressly guaranteed.

4.2 Each contracting party reserves all rights to plans and technical documents that it has provided to the other party. The receiving contracting party recognizes these rights and will 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.


5. Regulations in the country of destination

At the latest when the order is placed, the customer must draw the supplier's attention to the statutory, official and other regulations and standards that relate to the execution of the deliveries and services, the operation and the prevention of illness and accidents.


6. Prices

6.1 Unless otherwise agreed, the supplier's prices are net, ex works, in CHF or euros, excluding packaging, transport, insurance, any sales taxes, assembly, installation and commissioning.

6.2 Increase between the conclusion of the contract and delivery resp. If the costs on which the calculation is based and which were caused by the customer decrease, the supplier is entitled to correct the prices stated in the order confirmation accordingly until the order placed with him has been finally completed.


7. Terms of Payment

7.1 The payment period for the customer in Switzerland is 30 days net from the invoice date. Unless otherwise agreed in writing, for deliveries to other countries, payment is made in advance or against an irrevocable letter of credit payable on sight, payable at the confirmed bank. All commissions and fees are the responsibility of the customer.

7.2 In the case of an order value for one-off deliveries of CHF 50,000 or more, payments are to be made in accordance with the offer, subject to special agreements.

7.3 Payments are to be made by the customer at the supplier's domicile without deduction of discount, expenses, taxes and fees of any kind. Different terms of payment are specifically agreed.

7.4 In the event of a delay in payment, the supplier reserves the right to stop planned deliveries immediately and is entitled to charge default interest of 6% pa.

7.5 The customer may not withhold payments in the event of unrecognized complaints or counterclaims that have not been legally established.

7.6 The minimum invoice value is CHF 100.00.


8. Retention of Title

8.1 The supplier retains ownership of the delivery until it has been paid for in full. The customer is obliged to take the necessary measures to protect the property of the supplier.

8.2 The supplier is entitled, with the cooperation of the customer, to have the retention of title entered in the appropriate register.


9.  Delivery contracts on demand

9.1 In the case of call-offs, we must be informed of the call-off quantities and delivery dates for this when the order is placed. We are entitled to produce the total quantity of the order according to our production planning at any time during the delivery period, unless expressly agreed otherwise. Once the total quantity has been produced, subsequent changes to the goods ordered are not possible.

9.2 The customer has the contractual obligation to divide up and accept the order quantity during the contract period. If the order quantity has not been accepted during the call-off period, we are entitled, without prejudice to our further legal rights, to demand acceptance and payment of the entire remaining quantity. At the end of the contract period, the customer is in arrears with the acceptance of the undivided and called part of the order quantity, so the supplier is entitled to send and charge for the material without a written request.


10. Delivery Period

10.1 The delivery period begins with the acceptance of the order by the supplier and after the technical issues have been completely settled.

10.2 The delivery period is extended appropriately:

- if the information required for the execution of the order is not received by the supplier in good time, or if it is subsequently changed by the customer;

- if payment deadlines are not met, letters of credit are opened too late or the necessary import licenses do not reach the supplier in time;

  -  if obstacles arise which the supplier is unable to avert through no fault of his own despite having exercised the necessary care, regardless of whether these arise at the supplier, the customer or a third party. Such hindrances are events of force majeure, for example late or incorrect delivery of the required raw materials, semi-finished or finished products, rejects of important workpieces, official measures or omissions, natural phenomena.

10.3 The risk passes to the customer after acceptance by the supplier, when the subject matter of the contract leaves the works or when the readiness for delivery is announced.

10.4  Claims for damages or penalties by the customer due to late deliveries must be agreed in writing with the supplier before the order is confirmed and confirmed by a legally binding signature.

          Subsequent claims for damages or arbitrary reduction of the invoice amount by the customer will not be accepted unless agreed in writing. Unauthorized deductions will be requested and legal action will be taken.               


11. Delivery, Transport and Insurance

11.1 The products are carefully packed by the supplier. The transportation and  packaging costs  will  the customer  charged.

11.2 The supplier must be informed in good time of any special requests regarding shipping and insurance. The transport takes place at the expense and risk of the customer. Complaints in connection with the transport are to be addressed by the customer to the last carrier immediately upon receipt of the delivery or the freight documents.

11.3 The customer is responsible for insurance against damage of any kind. Even if it is to be taken out by the supplier, it is at the expense of the customer.


12. Inspection and Acceptance of the Delivery

  The purchaser must check the delivery immediately upon receipt and immediately notify the supplier in writing of any defects. If he fails to do so, the deliveries and services are deemed to have been approved.


13. Warranty and Liability

13.1 Guaranteed properties are only those that are expressly designated as such in the order confirmation or instructions for use. The assurance is valid at the latest until the end of the warranty period.

13.2 If the products are defective, the supplier undertakes during the warranty period of 12 months from delivery or notification of readiness for dispatch to either remedy the defects or replace the products after checking them.

13.3 The warranty expires prematurely if the customer or a third party makes improper changes or repairs or if the customer, if a defect has occurred, does not immediately take all suitable measures to reduce the damage and gives the supplier the opportunity to remedy the defect.

13.4 Excluded from the supplier's warranty and liability are damages that cannot be proven to have occurred as a result of poor material, faulty construction, defective execution or other reasons for which the supplier is not responsible.

13.5 The customer has no rights or claims due to defects in material, construction or execution or due to the lack of guaranteed properties. In particular, no compensation such as business interruption etc. is owed.

13.6 In the case of rental or test systems, the customer is liable for any damage to the equipment if the damage was not caused by design, manufacturing or material defects.

13.7 All cases of breach of contract and their legal consequences as well as all claims of the customer, regardless of the legal basis for which they are made, are conclusively regulated in these conditions. In particular, all claims for damages, cancellation of the contract or withdrawal from the contract that are not expressly mentioned are excluded. Liability for consequential damage is excluded insofar as this does not conflict with mandatory product liability provisions.

13.8 The customer is not entitled to any claims for damages resulting from a positive breach of contract or for damage that has not occurred to the delivery item itself, unless the supplier is guilty of gross negligence or intent.


14. Manufacturer's Rights

14.1 The supplier can withdraw from the contract in whole or in part if the economic circumstances of the customer deteriorate significantly.

14.2 The supplier is entitled to offset with and against due and non-due claims, including future claims.


15. Governing Law

This contract is subject to Swiss law to the exclusion of the Vienna Sales Convention.


16. Jurisdiction

The place of jurisdiction is the supplier's registered office: TENEX Automation AG, CH-8645 Rapperswil

Rapperswil-Jona, March 2021

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