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The Company

General Terms & Conditions

Conditions of Sale and Supply of Fritz Schiess AG Lichtensteig (FSL), Switzerland

1. General Conditions of Sale and Supply

(valid since July 2001)

2. General

a. The contract shall be deemed as having been entered into upon receipt of our written confirmation of order. In the event of an immediate delivery, the invoice can substitute for the confirmation of order.

b. Any conditions stipulated by the customer which are in contradiction to these general conditions of sale and supply shall only be valid if they are expressly acknowledged by us in writing. If the buyer is unable to accept our general conditions of sale and supply for any specific reason, then the buyer is obliged to immediately and expressly object.

c. All agreements and legally relevant declarations of the parties to the contract must be in written form in order to be considered valid.

3. Prices

a. Unless otherwise agreed upon, all prices shall be deemed to be net ex-works, excluding packing, without any deduction whatsoever.

4. Terms of payment

a. Our invoices shall be paid within 30 days of date of invoice, without any deduction of discounts, expenses, postal charges, or portion of packaging and shipping costs, including small-volume surcharges applied. Any other provisions shall only be valid if expressly acknowledg by us in writing. We are entitled, however, to collect smaller sums by cash on delivery.

b. Noncompliance with terms of payment, and circumstances of which we only become aware after concluding the contract, and which lead to concern that the buyer will not pay punctually, entitle us to demand securities covering all receivables arising from the contract, irrespective of their due date, and to discontinue performance until such securities have been received.

c. Payments shall be effected to Lichtensteig, without deduction of any bank charges and the like.

d. The volume tolerance, customary within our industry, of +/- 10%, is permissible. Over-deliveries shall be charged at the agreed price.

e. Costs for tooling and special production equipment shall be invoiced separately from the value of the goods and, upon receipt of payment, shall become the property of the buyer. Tooling costs shall be paid upon shipment of first samples or delivery of the first batch of contract goods. Tooling will be maintained in production condition and exclusively at the disposal of the buyer. Subsequent changes to ordered fineblanked components that require a modification to already completed tooling, or tooling under completion, shall be invoiced separately at cost.

5. Scope of supplies and services

a. The scope of our supplies and services are exhaustively described in the order acknowledgement and any appendices thereto.

b. Unless otherwise agreed upon, the raw material required to produce the ordered goods shall be furnished by Fritz Schiess AG and is included in the contract price.

6. Objections and warranty

a. The buyer shall inspect the (partial) deliveries and (partial) services within 10 days of receipt and shall immediately notify FSL in writing of any deficiencies. Should the buyer fail to do so, the (partial) deliveries and (partial) services shall be deemed to be approved. Deliveries and services shall also then be deemed as approved as soon as the buyer uses, or is able to use, the (partial) deliveries and (partial) services provided by FSL.

b. FSL undertakes at its choice to rework, replace or credit the corresponding value of the goods as quickly as possible, all verifiably defective or unusable parts arising from bad material or poor workmanship.

7. Exclusion of supplier’s liability for additional obligations

a. All cases of breach of contract and their legal consequences, plus any entitlement of the buyer, irrespective of the legal grounds thereof, are exhaustively regulated in the General Conditions of Contract of the VSM (Swiss Association of Machinery Manufacturers). In particular, all and any not expressly stipulated entitlement to compensation, liquidated damages, impairment, cancellation or termination of contract, are excluded.

8. Delivery times

a. Those delivery times stipulated in our confirmation of order are exclusively valid.

b. Delivery times are defined by Clauses 7.1 and 7.2 of the VSM General Conditions of Supply. In the event of the supplier deviating from Clause 7.3 (or 7.4) of the VSM General Conditions of Supply, the buyer is only entitled to grant a reasonable extension of the delivery time in writing. The buyer has no right to any further claims or entitlements.

9. Patents, intellectual property rights

a. The buyer exonerates the supplier from all claims by third parties arising from infringement of patents, samples or other trademarks and intellectual property rights.

10. Retention of title

a. We remain the owners of all supplies until having received the full payments in accordance with the contract. The buyer undertakes to cooperate in any measures to protect our title. In particular, upon entering into the contract, the buyer authorises us to enter or notify the retention of title in the required form in public registers, books or similar records, all in accordance with relevant national laws, and to fulfil all corresponding formalities. During the period of retention of title, the buyer shall, at its own cost, maintain the delivered supplies and insure them for our benefit against theft, breakage, fire, water and other risks. The buyer shall further take all measures to ensure that our retention of title is neither prejudiced nor abrogated.

11. Jurisdiction and applicable law

a. The place of jurisdiction is Lichtensteig: FSL shall, however, be entitled to sue the buyer at the buyer’s domicile.

b. The legal relationship shall be governed by Swiss substantive law.

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