GTC

1. Scope of Application

These General Terms and Conditions (GTC) apply to all offers, orders, contracts, deliveries and services of herzog systems ag, including the supply of machinery and equipment components, hot runner and valve gate technologies, spare parts, customer-specific special designs, as well as technical services (engineering, consulting, assembly, maintenance, software/control components).
These GTC apply exclusively to business customers in Switzerland and abroad and do not apply to consumers.
These GTC form an integral part of all current and future contractual relationships without the need for repeated reference in each individual transaction.
By placing an order, accepting an offer, or taking delivery of goods or services, the GTC are deemed accepted.

Individual written agreements shall prevail over these GTC.

2. Scope of Deliveries and Services

The deliveries and services of herzog systems ag are conclusively listed in the order confirmation, including any annexes thereto. herzog systems ag is entitled to implement modifications that result in improvements, provided such changes do not lead to a price increase.

3. Drawings and Technical Documents

3.1 Information contained in technical documents is only binding insofar as it has been expressly guaranteed.
3.2 Each contracting party retains all rights to drawings and technical documents it has provided to the other party. The receiving party acknowledges these rights and shall not make the documents available to third parties, in whole or in part, nor use them for purposes other than those for which they were provided, without the prior written authorisation of the other party.

4. Prices

4.1 All prices are net, in the agreed currency, exclusive of Swiss VAT where applicable, ex works, without packaging and without any further deductions.
4.2 herzog systems ag reserves the right to adjust prices if technical modifications requested by the customer must be implemented between the time of the offer and contractual fulfilment.

5. Terms of Payment

5.1 Payments shall be made at the supplier’s domicile without deduction for cash discount, charges, taxes, levies, duties or similar. The payment term is 30 days net from the invoice date.
5.2 Payment deadlines must also be met if transport, delivery, commissioning or acceptance of the goods or services is delayed or rendered impossible for reasons not attributable to herzog systems ag, or if insignificant parts are missing or rework is required that does not make use of the goods impossible.

6. Retention of Title

herzog systems ag retains ownership of all deliveries until full payment has been received in accordance with the contract.
During the period of retention of title, the customer shall maintain the delivered products at its own cost and insure them in favour of herzog systems ag against theft, breakage, fire, water damage and other risks. The customer shall take all measures to ensure that the ownership rights of herzog systems ag are neither impaired nor revoked.

7. Delivery Period

7.1 The delivery period begins once the contract has been concluded, all official formalities have been obtained, all payments and any securities due upon ordering have been made, and all essential technical matters have been clarified. The delivery period is deemed met if the notification of readiness for dispatch has been sent to the customer before its expiry.
7.2 The delivery period shall be appropriately extended:
a) if herzog systems ag does not receive, in good time, the information required for contract performance, or if such information is subsequently amended by the customer, causing delays;
b) if obstacles arise that cannot be prevented by herzog systems ag despite exercising due care, regardless of whether the obstacles occur at herzog systems ag, the customer, or a third party. Such obstacles include epidemics, mobilisation, war, riots, significant operational disruptions, accidents, labour disputes, delayed or defective supply of necessary raw materials or semi-finished or finished products, rejection of essential workpieces, official measures or omissions, natural events;
c) if the customer or third parties are in delay with work to be performed by them or in default with fulfilling their contractual obligations, particularly if the customer fails to comply with payment terms.

The customer shall have no rights or claims due to delayed delivery or service.

8. Packaging

Special packaging will be invoiced separately.

9. Transfer of Benefit and Risk

9.1 Benefit and risk shall pass to the customer at the latest upon dispatch of the goods ex works.
9.2 If dispatch is delayed at the customer’s request or for reasons not attributable to herzog systems ag, risk shall pass to the customer at the originally scheduled date of delivery ex works.

10. Inspection and Acceptance of Deliveries and Services

10.1 herzog systems ag will examine deliveries and services as customary before dispatch. If the customer requires additional inspections, these must be agreed separately and will be invoiced to the customer.
10.2 The customer must notify herzog systems ag in writing of any defects immediately, but no later than 7 working days after receipt of the goods. Failure to do so shall constitute acceptance of the goods and services.
10.3 herzog systems ag shall remedy defects notified according to clause 10.2 as quickly as possible, and the customer shall allow the necessary opportunity to do so.
10.4 The execution of an acceptance test and the conditions therefore require a separate agreement.
10.5 The customer shall have no rights or claims for defects of any kind other than those expressly stated in this clause 10 and clause 11 (Warranty, Liability for Defects).

11. Warranty, Liability for Defects

11.1 The warranty period is 24 months. It begins with the dispatch of the goods ex works. If dispatch is delayed for reasons not attributable to herzog systems ag, the warranty period ends no later than 18 months after notification of readiness for dispatch.
For replaced or repaired parts, the warranty period restarts and runs for 6 months from replacement or completion of repair.
The warranty lapses prematurely if the customer or third parties carry out improper modifications or repairs, or if the customer fails to take immediate measures to mitigate damage and provide the supplier an opportunity to remedy the defect.

11.2 Upon written request, herzog systems ag undertakes to repair or replace, at its discretion and as quickly as possible, all parts of its deliveries that demonstrably become defective or unusable before the end of the warranty period due to poor materials, faulty design or defective workmanship. Replaced parts become the property of herzog systems ag.

11.3 Guaranteed properties are only those expressly designated as such in the specifications. Guarantees apply no longer than the warranty period.
If guaranteed properties are not or only partially fulfilled, the customer initially has the right to immediate rectification by herzog systems ag. The customer must grant herzog systems ag sufficient time and opportunity for this.
If rectification is unsuccessful or only partially successful, the customer may request an appropriate reduction of the price.
If the defect is so serious that it cannot be remedied within a reasonable period and the goods or services are unusable or substantially impaired for the intended purpose, the customer may refuse acceptance of the defective part or, if partial acceptance is economically unreasonable, withdraw from the contract.
herzog systems ag is only obliged to refund amounts paid for the parts affected by the withdrawal.

11.4 Excluded from warranty and liability are damages not demonstrably caused by poor materials, faulty design or defective workmanship, e.g. incorrect assembly, natural wear and tear, inadequate maintenance, misuse, non-compliance with operating instructions or other reasons not attributable to herzog systems ag.

11.5 The customer has no rights or claims for defects in material, design or workmanship or for the absence of guaranteed properties, except those explicitly stated in clauses 10.1 to 10.4.

12. Exclusion of Further Liability

herzog systems ag shall not be liable for:
12.1 any breaches of contract or their legal consequences, and any claims of the customer regardless of their legal grounds;
12.2 any claims for damages, price reduction, contract termination or withdrawal from the contract not expressly stated;
12.3 any claims for compensation for damages or consequential costs not arising on the delivered item itself, including loss of production, loss of use, loss of orders, loss of profit, as well as other direct or indirect damages. This exclusion does not apply in cases of unlawful intent or gross negligence by herzog systems ag.
Otherwise, this exclusion applies only to the extent permitted by mandatory law.

13. Place of Jurisdiction and Applicable Law

13.1 The exclusive place of jurisdiction for both the customer and herzog systems ag is the registered office of herzog systems ag. However, herzog systems ag is also entitled to bring action against the customer at the customer’s place of business.
13.2 The legal relationship is governed by the substantive laws of Switzerland.