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Generel Terms and Conditions

1.1 The contract is concluded with the dispatch of the written confirmation (order confirmation) to the customer (hereinafter known in short as “purchaser”) by TDC Manigley AG (hereinafter known in short as “supplier”) and that it accepts the order.

1.2 Any deviation from the order in the order confirmation forms part of the contract, unless the purchaser rejects it in writing within 5 working days from the receipt date of the order confirmation. Quotations, particularly those involving price lists, brochures, etc., which contain no acceptance dates are non-binding.

1.3 These delivery conditions shall be binding if they are declared as applicable in the quotation or order confirmation. Other conditions of the purchaser are only applicable if they have been expressly accepted by the supplier and this acceptance is in writing.

1.4 All agreements and legally relevant declarations of the parties need to be made in writing in order to be applicable. Also an e-mail has the validity as a written document. These general terms and conditions have preferences in case of individual contradictory agreements between contracting parties.

1.5 If any provision of these delivery conditions should prove wholly or partially ineffective, the parties shall replace this provision with a new agreement which comes as close to the intended legal and economic outcome as possible.

  1. Scope of the delivery and services

The supplier's deliveries and services are itemised in the order confirmation, including any appendices to it. The supplier is authorised to make changes that lead to improvements, where these do not increase the price. Excessive or reduced deliveries of ±10% of the ordered quantity and partial deliveries are acceptable.

  1. Brochures, catalogues and technical documents

Brochures and catalogues are not binding without other agreements. Information contained in technical documents is only binding if it is explicitly assured.

4.1 All prices are net, ex works, excluding packaging, in freely available local currency Swiss Francs or Euro without any deductions.

4.2 A minimum value of CHF/EUR 50.00 per shipment is required. If such amount is not reached, it will be charged it automatically.

4.3 All additional costs, e.g. for freight, insurance, export, import and other permits and certifications, shall be borne by the purchaser.

4.4 Likewise, the purchaser shall bear all taxes (especially VAT), levies, fees, duty and similar that are imposed in connection with the contract, or reimburses the supplier for them against corresponding proof, if the supplier has to pay for them.

  1. Payment terms

5.1 The payments are to be made by the purchaser in accordance with agreed payment terms at the location of the supplier's office without the deduction of expenses, taxes, duties, and fees and similar. The obligation to make payment is fulfilled, when at the location of the supplier's office, the arranged amount have been made freely available to the supplier. The payment deadline is 10 days 2 % discount or 30 days net, unless otherwise agreed.

5.2 The payment deadline and/or the separately agreed payment deadlines must be met even if the transport, delivery or acceptance of the delivery is delayed or prevented for reasons for which the supplier is not responsible, if non-essential items are missing from the delivery, or if subsequent machining is necessary which does not make usage of the delivery impossible.

5.3 If the purchaser does not make payment by the payment deadline and/or the separately agreed payment deadline, he must, without notice, pay interest from the date the invoice is due at an interest rate based on the rate where the purchaser has his office, however at least 4% over the 3-months LIBOR CHF rate. The right to claim further damages is reserved.

  1. Retention of title

6.1 The supplier shall retain ownership of all parts of the delivery until he has received the payments in accordance with the contract.

6.2 The purchaser is obliged to participate in measures which are necessary for the protection of the supplier's property; in particular, at the expense of the purchaser, he authorizes the supplier to register or enter the title in public records, books and the like according to the relevant national laws and to comply with all relevant formalities.

6.3 The purchaser shall maintain the delivered goods at his cost for the duration of retention of title and insure them on behalf of the supplier against theft, breakage, fire, water and other risks. He shall further take all measures to ensure that the supplier's property claim is in no way compromised nor cancelled.

  1. Delivery deadline

7.1 The supplier shall strive to meet the delivery deadline which is recorded in the order confirmation. The delivery deadline is met if the “ready for despatch” message is sent to the purchaser by its expiry.

7.2 The meeting of the delivery deadline presupposes full compliance with the contractual obligations by the purchaser.

7.3 The delivery deadline shall be extended by an appropriate period if hindrances occur which, despite due care, the supplier cannot avert, regardless of whether they originate from him, the purchaser or a third party. Such hindrances include epidemics, mobilisation, war, riots, major breakdowns, accidents, labour disputes, delayed delivery or mistakes in the delivery of the necessary raw materials and semi-finished products, governmental actions or omissions, and natural events.

7.4 If a specific date is agreed upon instead of a delivery deadline, this is equivalent to the last day of a delivery deadline. Points 7.1 to 7.3 apply analogously.

7.5 In the case of delay, the purchaser is entitled to extend in written the delivery deadline. If the grace period is not complied with, due to reasons that the supplier can be held responsible for, the purchaser is entitled to refuse acceptance of the delayed delivery, unless he has prior expressed it.  

7.6 In the case of delay, the purchaser is not entitled to compensation or other benefits, except for the agreement cited in point 7 or an agreement stipulated in a separate agreement. This restriction does not apply to unlawful intent or gross negligence on the part of the supplier, however it does apply to unlawful intent or gross negligence on the part of other assistants.

Packaging is separately charged by the supplier and cannot be returned.

  1. Transfer of benefits and risks

9.1 At the latest, benefits and risks are passed to the purchaser when the delivery leaves the factory ”ex works/EXW” (INCOTERMS 2010) for deliveries in Switzerland or “free carrier/FCA” (INCOTERMS 2010) for deliveries outside Switzerland.

9.2 If the shipment is delayed at the request of the purchaser or for other reasons which the supplier is not responsible for, the risk is passed to the purchaser for the originally scheduled date of delivery from the factory. From this point on, the supplied products are stored and insured at the purchaser's expense and risk.

  1. Shipping, transportation and insurance

10.1 The supplier must be informed of special requests concerning shipping, transportation and insurance in good time. Transportation takes place at the purchaser's expense and risk.

10.2 Complaints relating to the shipping or transportation should be addressed to the last carrier by the purchaser without delay upon receipt of the delivery or the shipping documents.

10.3 Insurance against all kinds of damage is the responsibility of the purchaser.

  1. Checking and acceptance of the delivery

11.1 The purchaser must check the delivery upon receipt within 8 days and notify the supplier of any defects within the same period in writing. Failing this, the supply shall be deemed approved.

11.2 The supplier shall resolve the defects which are notified to him in accordance with point 11.1 as quickly as possible, or - at his option - replace defective goods.

11.3 In the case of defects of any sort relating to the delivery, the purchaser has no rights or claims other than those specifically mentioned in points 12 (warranty, liability for defects).

  1. Warranty, liability for defects

12.1 The warranty period is 6 months. It begins with the date the delivery leaves the factory. In the case of replaced or repaired products, the warranty period starts afresh and shall last for 6 months from the date the replacement goods are shipped from the supplier. The guarantee expires prematurely if the purchaser or a third party undertakes inappropriate modifications or repairs or if the purchaser, when a fault has occurred, does not immediately take all appropriate measures to mitigate the damage and does not give the supplier the opportunity to resolve the defect.

12.2 Damage is excluded from the warranty and the supplier's liability which has arisen in circumstances which cannot be proven to be due to poor materials, faulty design or poor workmanship, e.g. natural wear, improper maintenance, failure to follow operating instructions, excessive strain, unsuitable equipment, chemical or electrolytic influences as well as other reasons that the supplier cannot be held responsible for.

12.3 The purchaser shall only be entitled to the replacement or repair of defective goods. The purchaser is not entitled to further claims, especially for compensation for damage or consequential damage. In no case can claims be considered by the purchaser for compensation for damage which is not caused to the object itself, e.g. loss of production, inability to use the goods, loss of contracts, loss of profit and other direct or indirect damage. This disclaimer does not apply to unlawful intent or gross negligence on the part of the supplier, however it does apply to unlawful intent or gross negligence on the part of other assistants. Moreover, this disclaimer does not apply in so far as any mandatory provisions oppose it.

  1. Place of jurisdiction and applicable law

13.1 The place of jurisdiction for the purchaser and the supplier is the place where the supplier has its head office. The supplier is entitled to take out legal action against the purchaser at its place of residence.

13.2 The contract shall be exclusively governed by the national commercial law which applies in the supplier's country. The provisions of the CISG do not apply.

Sutz, March 2016