General Terms and Conditions of Sale and Delivery

1. General
1.1 These General Terms and Conditions of Sale and Delivery apply to all sale and delivery contracts between Digmesa AG (hereinafter the “Seller”) and its customers (hereinafter the “Purchaser”), unless otherwise agreed. They take precedence over any conflicting conditions of the Purchaser in all cases.
1.2 The offers shall only become binding through our written confirmation.
1.3 The documentations and data relating to quality and characteristics accompanying the offer do not constitute warranties or guarantees and only become binding with our explicit written confirmation.
1.4 Possible deviations from the customer’s specifications in the delivered items are permissible in accordance with the technical standards confirmed by us in writing.

2. Prices
2.1 Prices only become binding through our written confirmation and are quoted without VAT, freight, postage and packing unless otherwise agreed.
2.2. Purchase order processing takes place in writing (e-mail, fax, letter).
2.3. In order to further calculate part of the order processing costs, orders with a total value of under CHF/EUR/USD 100 will be subject to a fee unless agreed otherwise.
2.4. In the event of changes in material costs, wages, etc., the seller is entitled to adjust prices accordingly for ongoing orders including framework agreements.
2.5. Prices which are not quoted in Swiss francs are based on the average exchange rate during the month of the offer date.
(“Monthly average exchange rate”, reference:
If the change in the exchange rate up to the month of the delivery date amounts to more than 5%, the buyer is entitled to request a corresponding price adjustment from the seller.

3. Payments
3.1 Invoices are due for payment within 30 days of the invoice date, net without deduction, unless otherwise agreed in writing.
3.2 An agreed discount always applies solely to the invoice value excluding VAT, freight, postage and packing.
3.3 The value date is authoritative for adherence to payment deadlines and entitlement to cash discounts.
3.4 Non-compliance with payment terms entitles the Seller to suspend further deliveries without prejudice to his other rights. Moreover, the Seller is entitled to demand advance payment for further orders from the Purchaser should there be a reasonable assumption that the Purchaser will fail to fulfil an essential part of his obligations.
3.5 Claims on the part of the Purchaser that are contested by us or have not been legally established do not entitle the Purchaser to withhold nor to offset payments.

4. Deliveries
4.1 Delivery terms and conditions EXW of Incoterms 2010 of the International Chamber of Commerce apply to all our purchase and delivery contracts unless otherwise agreed.
4.2 Delivery times and deadlines are deemed to have been met if the delivery item has been handed over to the freight forwarder/carrier before their expiration.
4.3 Delivery times and deadlines shall be extended for a reasonable period of time as a result of events attributable to force majeure that are beyond the Seller’s control. This also applies if the circumstances occur at upstream suppliers. The Seller shall notify the Purchaser of such circumstances without delay. Should execution of the contract be unreasonable for either of the two parties for the above-mentioned reasons, they are entitled to withdraw from the contract.
4.4. Returns for which the Seller is not responsible shall be at the Purchaser’s expense.
4.5 The Seller shall be entitled to make part deliveries unless otherwise agreed.
4.6 Should the despatch be delayed for reasons for which the Purchaser is responsible or should the Purchaser refuse acceptance, the Seller reserves the right to store the delivery at the expense and risk of the Purchaser.
4.7 The Seller supplies the Purchaser in accordance with the certified ISO 9001:2015 and ISO 14001:2015 processes. Any further demands on the part of the Purchaser shall require a separate agreement.

5. Warranty, liability
5.1 The Seller undertakes to execute the order in accordance with the contract and to fulfil his warranty obligations. All other liability towards the Purchaser for damages of any kind (direct or indirect) is waived to the extent permitted by law.
5.2 Notices of defects (quantity, product, visible defects) must be made in writing immediately after receipt of the goods, but no later than within 10 days. In the case of hidden defects, the notification of defects must be made in writing immediately after the defect is discovered. The seller’s guarantee is limited to manufacturing or material defects and expires if the products have been dismantled or manipulated by the buyer or a third party. The warranty period is 24 months from the date of production.
5.3 Product replacement or product repair costs. The seller can choose to remedy the defects by repairing them or making a subsequent delivery. Transport costs are borne by the buyer if the buyer is responsible for the complaint.
5.4 Claims by the buyer for compensation, cancellation of the purchase or a reduction in the purchase price are expressly excluded. If a subsequent delivery is not possible for the seller or if this is rejected, the purchase price will be refunded.
5.5 The seller is not liable for transport damage to the goods. Such damage must be reported directly to the delivering freight forwarder.

6. Limitation of liability, statutory limitation
6.1 The Seller shall be liable for breach of contractual and non-contractual obligations, notably for impossibility of performance, delay, culpa in contrahendo and tort – also in respect of his employees – to the extent permitted by law solely in cases of intent and gross negligence and limited to the damage foreseeable at the time of contract conclusion. The Seller shall not under any circumstances be liable for loss of profit and consequential damages.
6.2 Unless otherwise agreed, contractual claims accruing to the Purchaser against the Seller by reason of or in connection with the delivery of the goods expire two years after delivery of the goods. The Seller’s liability arising from intentional or grossly negligent breaches of duty and the time-barring of legal recourse claims shall remain unaffected. In the event of replacement delivery, the limitation period shall not begin anew.

7. Copyright, patent and trademark rights
7.1 The Seller reserves the title and copyright to quotations, drafts, drawings and other documentation; they may not be made accessible to third parties without the Seller’s consent. Drawings and other documentation forming part of quotations are to be returned on request.

8. Data protection
8.1. We may process and use the data received for the purpose of concluding the contract to fulfil the obligations arising from the contract. We take the necessary measures to safeguard the data in accordance with the statutory provisions. The Customer declares his total agreement to the storage and utilisation of the data by us within the terms of the contract. He is aware that should we be ordered to do so by courts or authorities, we are obliged and entitled to disclose customer information to them or to third parties. Unless the customer has expressly prohibited it, we may utilise the data for marketing purposes. The data needed for the fulfilment of the service may also be passed on to appointed service partners or to other third parties.

9. Concluding provisions
9.1 Changes and additions to these provisions must be made in writing. This also applies to any agreement to dispense with the written form requirement.
9.2 Purchase and delivery contracts as well as individual rights and duties arising from them may only be transferred with the consent of the other contract party.
9.3 Unless specifically stipulated otherwise in the contract, the place of performance for all contractually agreed deliveries and services shall be the Seller’s place of business.
9.4 Should one or more provisions of these General Terms and Conditions of Sale and Delivery become entirely or partially ineffective for any reason, this shall have no bearing on the remaining provisions. The parties to the contract shall agree on replacement provisions that approximate the ineffective provisions as closely as possible in terms of their regulatory content.
9.5 All contracts are governed exclusively by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 and the Convention on the Law Applicable to International Sales of Goods dated 15 June 1955.
9.6 The place of jurisdiction is Ipsach/Switzerland. The Seller reserves the right to prosecute the Purchaser at his place of business or residence.
9.7 Deviations from these delivery and warranty terms and conditions are not valid unless expressly agreed in writing and signed by us in a legally binding manner. Any terms and conditions of the Purchaser that conflict with our general terms and conditions shall not apply unless accepted by us in writing.

Annex: Supplementary terms and conditions of sale and delivery for framework agreements
1. Contract term
All framework agreements are based on a fixed contract term agreed between the contract parties.
2. Minimum call-off
The Purchaser undertakes to take a defined minimum quantity per part delivery (minimum call-off) for each article item. The minimum call-off amount shall be bindingly agreed between the two contract parties before concluding the contract.
4. Number of call-offs
The contract parties shall agree a fixed number of part deliveries (call-off) for the term of the framework contract. Should the Purchaser subsequently request additional call-offs, the Seller is entitled to invoice the Purchaser a flat-rate logistics charge for each additional part delivery to cover the logistics expenditure incurred through the additional call-offs.
5. Purchase commitment
The Purchaser undertakes to call for the entire agreed contract quantity within the contract term. Should the goods not be called off in accordance with the contract, on reaching the contract end date the Seller shall be entitled to deliver them and to invoice the Purchaser for them.

Version of May 2021