General Terms and Conditions (GTC)

1. general and scope of application

1.1 The following General Terms and Conditions shall apply to business transactions between SCHAFFNER GMBH and the Client, unless the Client objects in writing immediately after receipt of these General Terms and Conditions. They shall take precedence over any other terms and conditions of the Client, unless SCHAFFNER GMBH expressly accepts them in writing. They shall apply to all points that are not mutually agreed otherwise in writing.

1.2 Until expressly agreed otherwise, these terms and conditions shall apply to all present and future business transactions, even if no further express reference is made to them in individual orders.

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

2. definitions of terms

2.1 At SCHAFFNER GMBH, the type of customer relationship (hereinafter referred to as 'orders') refers exclusively to production orders. In all cases, the customer is referred to as the 'client'

2.2 Within the framework of production orders, a distinction is made between the following types of orders:

• Blanket orders with call-off
• individual orders

3. offers

3.1 The offers of SCHAFFNER GMBH are subject to change. Prices and deadlines are only binding after written order confirmation by SCHAFFNER GMBH. SCHAFFNER GMBH retains the ownership and copyright to all documents handed over to the Customer. These documents may not be made accessible to third parties in whole or in part.

3.2 The price calculations prepared by SCHAFFNER GMBH are based on the documents provided by the Client. If the Client does not provide clear specifications, SCHAFFNER GMBH is free to choose the equivalent parts.

3.3 The Client must draw SCHAFFNER GMBH's attention to the legal, official and other regulations that must be observed in the fulfillment of the contract as early as the offer phase.

4. conclusion of contract

4.1 Orders shall be accepted in verbal or written form.

4.2 The contract shall be deemed to have been concluded if SCHAFFNER GMBH has confirmed its acceptance in writing after receipt of an order. Verbal agreements shall only be valid if they have been confirmed in writing.

4.3 SCHAFFNER GMBH is entitled to exceed or fall short of the delivery quantities specified in the contract by up to 10%.

4.4 Upon conclusion of the contract, the Customer undertakes to purchase remaining stocks of order-specific components from SCHAFFNER GMBH at the purchase price after completion of the order/frame.

5. changes

SCHAFFNER GMBH reserves the right to make any changes that SCHAFFNER GMBH deems necessary for the fulfillment of the order.

5.1 If documents or production documents are provided by the Customer, the Customer must notify SCHAFFNER GMBH of any changes in good time. For additional costs caused by changes, instructions, specifications or in any other way by the Client, the Client shall be liable to pay compensation to SCHAFFNER GMBH.

6. prices

6.1 All ancillary costs such as freight, insurance, export, transit, import and other permits and certifications shall be borne by the Client. Likewise, the Customer shall bear all types of taxes, duties, fees, customs duties and the like that are levied in connection with the contract, or he shall reimburse SCHAFFNER GMBH against appropriate proof if SCHAFFNER GMBH has become liable to pay them.

6.2 A reasonable price adjustment shall be made if the delivery period is subsequently extended for one of the reasons stated in Art. 8.4, the scope of the agreed deliveries or services is changed or the material or the design is changed for reasons for which SCHAFFNER GMBH is not responsible.

6.3 In the case of production orders, SCHAFFNER GMBH is entitled to make subsequent price adjustments, even in the case of fixed price agreements, if special circumstances that could not have been foreseen by SCHAFFNER GMBH have made the execution of the production order more difficult. This applies in particular to currency differences that were calculated with a communicated fixed exchange rate or to the acceptance of minimum quantities (MOQ) for components that were procured in consultation with the customer.

7. terms of payment

7.1 Unless otherwise agreed, SCHAFFNER GMBH's invoices are due for payment immediately and must be paid no later than the 30th day after the invoice date without deduction of discount and without any other deduction.

7.2 The payment obligation is fulfilled when the amount due is credited to the account listed in the invoice and is freely available to SCHAFFNER GMBH.

7.3 It is not permitted to withhold, offset or reduce payments due to complaints, claims or counterclaims not recognized by SCHAFFNER GMBH.

7.4 The payment deadlines must also be met if transport, delivery, assembly, commissioning or acceptance of the deliveries or services are delayed or made impossible for reasons for which SCHAFFNER GMBH is not responsible, or if insignificant parts are missing or if reworking proves necessary that does not make it impossible to use the deliveries.

7.5 If the Customer is in arrears with a payment or if SCHAFFNER GMBH seriously fears that it will not receive payments from the Customer in full or on time, SCHAFFNER GMBH shall be entitled:

• die eigene Leistung zurückzuhalten und Waren nur noch gegen Zahlung Zug um Zug an den Auftraggeber abzuliefern sowie Waren auf Kosten des Auftraggebers zu hinterlegen; mit der Hinterlegung wird der vertraglich vereinbarten Preis für die hinterlegten Waren sofort zur Zahlung fällig.
• für alle mit Blick auf die Vertragserfüllung an Lager gelegten Rohmaterialen und Halbfabrikate Anzahlungen zu verlangen, welche dem Wert der betreffenden Rohmaterialen (zu Einkaufspreisen) und Halbfabrikate (zu Herstellkosten) entsprechen. Solche Anzahlungen werden sofort zur Zahlung fällig.
• mit Bezug auf die von ihr noch nicht erfüllten Verträge bzw. Vertragsteile eine Nachfrist von 10 Tagen anzusetzen für die Leistung einer Sicherheit (bedingungslose Bankgarantie eines anerkannten Bankinstitutes) im Wert der noch nicht erfüllten Verträge bzw. Vertragsteile. Wird die Sicherheit innert der gesetzten Frist nicht geleistet, ist SCHAFFNER GMBH mit Bezug auf die von ihr noch nicht erfüllten Verträge bzw. Vertragsteile berechtigt: (i) am Vertrag festzuhalten und zu entscheiden, ob sie selber noch erfüllen oder auf eine Realerfüllung verzichten will, sowie Schadenersatz (positives Vertragsinteresse) zu verlangen, oder (ii) vom Vertrag zurückzutreten und Schadenersatz (nega-tives Vertragsinteresse) zu verlangen.

7.6 If the Client does not meet the agreed payment deadlines, he shall pay default interest at a rate of 2% above the statutory default interest rate from the 30th day after the invoice date without a reminder; in addition, SCHAFFNER GMBH shall be entitled to demand a reminder fee of CHF 30.00 (plus VAT) per reminder. The right to compensation for further damages remains reserved.

7.7 Until full payment of the goods, they shall remain the property of SCHAFFNER GMBH, which shall be entitled to register a retention of title.

7.8 If the Customer is also the supplier of goods to be processed by SCHAFFNER GMBH (provided parts), invoicing of the provided goods by the Customer is excluded; SCHAFFNER GMBH is only obliged to acknowledge receipt of the provided goods. If the goods are not used, they must be returned to the Client; further claims of the Client in connection with provided goods are excluded.

8. delivery period

8.1 The delivery period shall commence as soon as the contract has been concluded, all official formalities such as import, export, transit and payment authorizations have been obtained, the advance payments to be made and any securities have been provided and the essential technical points have been clarified. The delivery deadline shall be deemed to have been met if the notification of readiness for dispatch has been sent to the client by the time it expires.

8.2 If a specific date has been agreed instead of a delivery period, this shall be equivalent to the last day of a delivery period.

8.3 The obligation to comply with the delivery period presupposes the fulfillment of the contractual obligations by the client.

8.4 The delivery period shall be extended appropriately: (1) if SCHAFFNER GMBH does not receive the information it needs to fulfill the contract in good time, or if the Customer subsequently changes the information and thus causes a delay in the deliveries or services; (2) if obstacles arise which SCHAFFNER GMBH cannot avert despite exercising due care, regardless of whether they arise at SCHAFFNER GMBH, at the Customer or for other reasons (e.g. epidemics, mobilizations, lockdowns). epidemics, mobilizations, war, riots, significant operational disruptions, accidents, industrial disputes, late or faulty delivery of the necessary raw materials, semi-finished or finished products, rejects of important components, official measures, natural disasters); (3) if the Client or third parties are in arrears with the work to be carried out by them or are in default with the fulfillment of their contractual obligations, in particular if the Client does not comply with the terms of payment; (4) if the Client announces change requests that have an impact on the work already in progress, so that SCHAFFNER GMBH interrupts the continuation of the ongoing work due to the changed requirements in the interest of avoiding additional costs. (5) if additional changes have to be made or new components have to be purchased due to incorrectness on the part of the Customer.

8.5 A contractual penalty for late delivery shall require a special written agreement and shall be deemed to be liquidated damages. It can only be claimed if the delay was demonstrably caused by SCHAFFNER GMBH and the Customer can prove the damage. If the Client is offered replacement deliveries, the claim to any agreed contractual penalty shall lapse.

8.6 The customer is not entitled to compensation or termination of the contract due to a delay in delivery.

8.7 In the case of framework agreements and other contracts with successive deliveries, call-offs must be made within a maximum of 12 months from the conclusion of the contract, unless otherwise explicitly agreed by the parties in the relevant contracts.

9. packaging

9.1. Die Verpackung wird von SCHAFFNER GMBH - sofern in der Offerte nichts Gegenteiliges angegeben ist - gesondert in Rechnung gestellt und nicht zurückgenommen. Ist sie jedoch als Eigentum von SCHAFFNER GMBH bezeichnet worden, muss sie vom Auftraggeber franko an den Abgangsort zurückgeschickt werden.

10. transfer of benefit and risk

10.1 Benefit and risk shall pass to the Customer at the latest upon dispatch of the delivery ex works. This shall also apply if the delivery is made carriage paid, cif, fob, under similar clauses or including assembly or if the transport is organized and managed by SCHAFFNER GMBH. The transfer of benefit and risk shall take place irrespective of the time of transfer of ownership.

10.2 If dispatch is delayed at the request of the Customer or for other reasons for which SCHAFFNER GMBH is not responsible, the risk shall pass to the Customer at the time originally intended for delivery ex works. From this point in time, the deliveries shall be stored and insured at the expense and risk of the Customer.

11. shipping, transportation and insurance

11.1 SCHAFFNER GMBH must be notified in good time of any special requests regarding shipping, transportation and insurance. Transportation shall be at the expense and risk of the Client.

11.2 Complaints in connection with the shipment or transport must be addressed by the Client to the last carrier immediately upon receipt of the deliveries or freight documents.

11.3 Insurance against damage of any kind is the responsibility of the client.

12. inspection and acceptance of deliveries and services

12.1 The Client must inspect the deliveries and services within 10 days of receipt and notify SCHAFFNER GMBH immediately in writing of any defects. If he fails to do so, the deliveries and services shall be deemed approved.

12.2 If the deliveries and services prove not to be in accordance with the contract during one of the above-mentioned inspections, the Customer shall immediately give SCHAFFNER GMBH the opportunity to rectify the defects in accordance with Clause 13.5.

12.3 The performance of an acceptance test and the determination of the conditions applicable thereto shall require a special agreement.

12.4 Acceptance shall also be deemed to have taken place (1) if an agreed acceptance test cannot be carried out on the scheduled date for reasons for which SCHAFFNER GMBH is not responsible; (2) if the Customer fails or refuses acceptance without being entitled to do so; (3) as soon as the Customer uses deliveries or services from SCHAFFNER GMBH.

12.5 The Client has no rights due to defects of any kind in deliveries or services other than those expressly mentioned in Art. 14.

13. Warranty, liability for defects

13.1 SCHAFFNER GMBH undertakes to repair or replace defective or unusable goods as quickly as possible at SCHAFFNER GMBH's discretion during the warranty period at the written request of the Client; the Client is responsible for the delivery of the goods to SCHAFFNER GMBH. In the case of minor defects, there is no such right of withdrawal; instead, the Customer is entitled to an appropriate reduction of the purchase price (reduction).

13.2 The duration of the warranty depends on the type of order:
Production without procurement of at least 30% of the value of the processed material: 6 months
Production with procurement of more than 30% of the value of the processed material: 12 months
The warranty period begins with the dispatch of the goods and services ex works or at the time of any agreed acceptance. In any case, the warranty period shall end no later than 12 months (production without procurement) or 18 months (production with procurement) after the first notification of readiness for delivery.

13.3 The warranty period for replaced or repaired parts of the delivery item shall be 6 months from their replacement, completion of the repair or acceptance, if the warranty expires earlier in accordance with Clause 13.3 above.

13.4 SCHAFFNER GMBH shall bear the costs of rectification incurred at the SCHAFFNER GMBH plant. If rectification is not possible at the SCHAFFNER GMBH plant for reasons for which SCHAFFNER GMBH is not responsible, all resulting additional costs shall be borne by the Customer.

13.5 Warranted characteristics are only those that have been expressly designated as such in the order confirmation or in the specifications.

13.6 SCHAFFNER GMBH shall only assume the warranty for the deliveries and services of subcontractors within the scope of the warranty obligations of the subcontractors concerned.

13.7 Excluded from the warranty are damages caused by natural wear and tear, inadequate maintenance, disregard of operating instructions, incorrect operation, excessive use, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by SCHAFFNER GMBH or as a result of other reasons for which SCHAFFNER GMBH is not responsible. Furthermore, SCHAFFNER GMBH is in no case liable for defects from delivery of the direct customer to third parties. OR SCHAFFNER GMBH rejects any liability as soon as the goods have left the direct customer to third parties.

13.8 The warranty expires prematurely if the Customer or third parties make changes or repairs to the delivery without the written consent of SCHAFFNER GMBH or if the Customer, if a defect has occurred, does not immediately take all appropriate measures to minimize the damage and give SCHAFFNER GMBH the opportunity to remedy the defect.

13.9 In connection with defects in delivered goods or delivered development results, the Client has no rights and claims other than those mentioned in Art. 13.

13.10. SCHAFFNER GMBH shall only be liable for claims of the Client due to inadequate advice and the like or due to breach of any secondary obligations in the event of unlawful intent or gross negligence.

14. Non-performance, delayed performance and their consequences

14.1 In all cases of poor performance or non-performance not expressly regulated in these terms and conditions, in particular if SCHAFFNER GMBH starts the execution of the deliveries and services so late for no reason that timely completion is no longer foreseeable or if an execution contrary to the contract attributable to the fault of SCHAFFNER GMBH is definitely foreseeable, the Customer shall be entitled to set SCHAFFNER GMBH a reasonable grace period for the deliveries or services concerned, under threat of withdrawal in the event of omission. If this grace period expires unused due to the fault of SCHAFFNER GMBH, the Customer may withdraw from the contract with regard to the deliveries or services whose delay or execution contrary to the contract is definitely foreseeable and reclaim the proportion of payments already made.

14.2 In such a case, the provisions of Art. 15 shall apply with regard to the Client's claims for damages and the exclusion of further liability.

15. exclusion of further liability of SCHAFFNER GMBH

15.1 All cases of breach of contract and their legal consequences as well as all claims of the client, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction in price, rescission of the contract or withdrawal from the contract not expressly mentioned are excluded.

15.2 Under no circumstances shall the client be entitled to claim compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damages.

15.3 This exclusion of liability shall not apply to unlawful intent or gross negligence on the part of SCHAFFNER GMBH, but shall also apply to unlawful intent or gross negligence on the part of auxiliary persons.

16. right of recourse

If persons are injured or third-party property is damaged as a result of actions or omissions by the Client or its auxiliary persons and SCHAFFNER GMBH is held liable for this reason, SCHAFFNER GMBH shall have a right of recourse against the Client.

17. Place of jurisdiction and applicable law

17.1 The place of jurisdiction for the Client and SCHAFFNER GMBH is the registered office of SCHAFFNER GMBH. In addition, SCHAFFNER GMBH is entitled to sue the Client at its registered office and at the places of jurisdiction provided for by law.

17.2 The legal relationship shall be governed by substantive Swiss law. The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, CISG) is expressly excluded.