1. Scope of application

These general terms and conditions of contract (GTC) form an integral part of all contracts (such as purchase, work, works delivery, rental or leasing contracts) of neutec electronic ag. Any agreements to the contrary made in our offer or in our order confirmation shall remain reserved. Deviating terms and conditions of the customer shall only be valid insofar as they have been expressly confirmed by us. Diese Allgemeinen Vertragsbedingungen (AVB) bilden einen integrierenden Bestandteil aller Verträge (wie Kauf-, Werk-, Werklieferungs-, Miet- oder Leasingverträge) der neutec electronic ag.

2. Conclusion of contract

The contract shall be deemed concluded when we have confirmed acceptance of an order in writing.

3. Specifications

The information in offers, brochures, catalogues, drawings, photos, etc. is not binding unless otherwise agreed.
We reserve the right to change warranted specifications up to the time of delivery, provided that these changes do not affect the intended use envisaged by the customer when the contract was concluded.

4. Technical documentation

We reserve all rights to our technical documents such as drawings, plans, films, illustrations and descriptions. The customer may neither make these documents accessible to third parties, nor copy them or use them for self-production.

5. Customer documents

Documents that we receive from our customers either remain their property and are returned to them at their risk after the work has been carried out or become our property and are archived with us for at least 10 years. In any case, we undertake not to make the documents received available to third parties, in whole or in part, or to use them outside the purpose for which they were handed over to us, without the prior written authorisation of the customer. After expiry of the agreed archiving period, we shall be entitled to destroy the documents without notifying the customer. If a customer makes changes to his documents without notifying us, we accept no liability if old document material is processed.

6. Scope and execution of the delivery

The order confirmation shall be decisive for the scope and execution of the delivery. Material or services not included therein will be charged separately. We reserve the right to subsequently reject an order in whole or in part if production proves to be particularly difficult or even impossible. In such a case, the customer cannot assert any claims against us. Partial deliveries are permissible. The ordered delivery quantities can be exceeded or fallen short of by 10% (or at least 1 piece) with corresponding price calculation; if a subsequent delivery must be made within the 10% margin, this will be made at the price of the number of pieces to be delivered.

7. Delivery deadlines

The delivery period begins on the date of the written order confirmation. It shall be deemed to have been complied with if the notification of readiness for dispatch has been sent to the customer by the time it expires. The delivery period shall be extended accordingly:

• if we do not receive the information or documents we require for the performance of the contract in good time or if the customer subsequently changes them and thus causes a delay in the deadline.
• if obstacles occur which we cannot avert despite exercising due care, such as labour disputes, operational disruptions, accidents, late or defective delivery of the required raw materials, semi-finished or finished products, official formalities, measures or omissions, natural events or other cases of force majeure.
• if the client or third parties are in arrears with the work to be carried out by them or are in default with the fulfilment of their contractual obligations, in particular if the client does not comply with the payment conditions.

If the delivery deadline is exceeded, the customer must set us a reasonable deadline for subsequent fulfilment. The customer may only withdraw from the contract after this period has expired. If we are demonstrably at fault for the delay, the customer shall be entitled to compensation for the actual damage, but not more than 20% of the value of the delayed delivery, despite subsequent performance, waiver of performance or withdrawal from the contract.

8. The customer’s duty to inform

The customer shall draw our attention in good time to any special technical requirements as well as to the statutory, official and other regulations at the place of destination, insofar as they are of significance for the execution or use of the products. If the customer fails to comply with this duty to inform, any adjustments and delays shall be at his expense.

9. Prices

The prices are net from the delivery plant indicated in the order confirmation without any deductions. All ancillary costs such as freight, insurance (cf. Clause 13), packaging, notarisation, etc. shall be borne by the customer. In addition, the customer shall bear all fees, charges, duties and taxes of any kind. We have the right to adjust the price if cost factors have changed significantly between the order confirmation and the contractual delivery.

10. Terms of payment

The payment term is 30 days from the date of invoicing. The customer may only offset counterclaims, even if they arise from the same contract or its avoidance, with our written consent or if there is a final court judgement. If the customer does not comply with the terms of payment, he shall pay interest on arrears from the date on which payment was due, without a reminder, at the usual bank interest rate at our domicile. The payment dates shall also be observed if transport, delivery or acceptance are delayed or rendered impossible for reasons for which we are not responsible or if insignificant parts are missing or if reworking proves necessary which does not render use impossible. If the down payment or the securities to be provided are not made in accordance with the contract, we are entitled to withdraw from the contract and to demand compensation for damages.

11. Transfer of benefit and risk

Benefit and risk shall in any case pass to the customer upon dispatch of the delivery ex works. If delivery is delayed at the request of the customer or for other reasons for which we are not responsible, the risk shall pass to the customer at the time originally intended for delivery ex works. From this point on, the deliveries are stored and insured for the account and at the risk of the customer.

12. Shipping, transport and insurance

Shipment and transport are at the expense and risk of the customer. Insurance against damage of any kind is the responsibility of the customer. Upon special request, the customer may have the delivery insured against loss or damage during transport to the named place of destination via our transport insurance. The premiums customary in the market will be invoiced separately to the customer. (cf. point 9)

13. Retention of title

All deliveries shall be made subject to retention of title and shall remain our property until payment in full, as well as all our other claims against the customer arising from the current business relationship. The customer shall be obliged to cooperate in measures required to protect our property; in particular, upon conclusion of the contract, the customer shall authorise us, at its expense, to enter or note the reservation of title in public registers, books or the like in accordance with the relevant national laws and to comply with all formalities in this respect. The customer is entitled to sell the delivery or the processed product in the ordinary course of business. He already assigns all his claims against the purchaser arising from the resale to us as security, even to the extent that the goods have been processed. The customer may, as long as he meets his payment obligations towards us, collect his claims for himself until revocation. The right to resell or process the goods and the receipt of the outstanding claims shall expire upon cessation of payments, application for or opening of bankruptcy proceedings, judicial or extrajudicial composition proceedings, protest of a cheque or bill of exchange or seizure. Assigned claims received thereafter shall immediately be accumulated in a special account for us.

14 Warranty, inspection and acceptance

1. neutec electronic ag warrants that the goods have the agreed quality at the time of transfer of risk and are therefore free of defects. Only the quality specified in writing in the respective order shall be deemed agreed.
   neutec electronic ag does not assume any warranty for the suitability for the customer’s intended purpose or for other purposes.
2. If a material defect becomes apparent within six months of the transfer of risk, there is a rebuttable presumption that the goods were already defective at the time of the transfer of risk, unless this presumption is incompatible with the nature of the goods or the defect.
3. Warranty claims shall become statute-barred 2 years after delivery of the item.
4. The orderer must inspect the delivery within 14 days and notify neutec electronic ag of any defects in writing without delay.
5. If the delivery proves not to be in accordance with the contract, the Purchaser shall immediately set a reasonable deadline for subsequent performance by remedying the defect or by delivery of a defect-free item. neutec electronic ag can refuse the type of subsequent performance chosen by the orderer if it is only associated with disproportionate costs. The elimination of the defect can take place at the discretion of neutec electronic ag on its premises or at the customer’s premises. The customer shall provide the necessary support staff and facilities without compensation. Replaced parts become the property of neutec electronic ag.
6. If the defect is not remedied in due time, the Purchaser shall be entitled to withdraw from the contract (rescission) or to claim compensation for the reduced value of the item after the expiry of an additional reasonable period of grace to be set.
7. Claims for damages due to defects, in particular consequential damages or for loss of profit, are excluded. In the event of rescission, the customer shall be entitled to compensation for direct damage such as “contract” and transport costs and the costs of inspecting the item (Art. 208 para. 2 CO) up to a maximum of 20% of the value of the defective delivery. Art. 199 of the Swiss Code of Obligations remains reserved in all cases.
8. Liability under warranties does not extend in particular to:
   • Transport damage
   • Damage as a result of interventions carried out by third parties
   • Damage due to improper storage or handling
   • Damage due to natural wear and tear, excessive use, poor maintenance, disregard of operating instructions, use of unsuitable operating materials.
   • Damage due to extreme environmental influences
   • Damage due to force majeure

15. Liability for delay, non-performance and improper performance

In the event of non-timely performance as well as non-performance or incorrect performance of the contract, neutec electronic ag shall be liable for damages up to a maximum of the value of the order in question if such damages can be proven to have been caused by gross negligence or intent on the part of neutec electronic ag. Any liability for auxiliary persons is excluded.

16. Property rights

Our deliveries are free from rights or claims of third parties based on industrial or other intellectual property of which we were aware or of which we could not have been unaware at the time of conclusion of the contract, provided that the right or claim is based on industrial or other intellectual property under the law of the country in which our delivery will be used at the time of conclusion of the contract or in which the customer is otherwise established. We shall not be liable if the customer knew or could not have been unaware of the third party’s right or claim at the time of conclusion of the contract or if we have made a delivery according to the customer’s templates or specifications.

17. Place of performance, place of jurisdiction and applicable law

The place of performance and jurisdiction is the registered office of our company that concluded the contract with the customer. The customer is also entitled to sue this company at its registered office, CH – 5507 Mellingen; conversely, neutec electronic ag is entitled to sue the customer at its registered office. The legal relationship is subject to the law of our company that concluded the contract with the customer.

18. Ineffectiveness of a provision, contractual loopholes

Should any provision of the contract be invalid or unenforceable, this shall not prevent the validity of the other provisions. In such a case, the contracting parties shall agree on a new provision which comes as close as possible to the economic result, if necessary adapting other provisions to the extent necessary to ensure the previous balance of rights and obligations of the contracting parties. This shall also apply in the event of contractual gaps.