Conditions générales de vente et de livraison de Drahtex AG
1. General provisions
1.1 The contract shall be concluded upon receipt of the supplier's written confirmation that it accepts the order (order confirmation). Offers that do not specify a period of acceptance are non-binding
. 1.2 These terms and conditions of delivery are generally binding. Any terms and conditions of the purchaser that deviate from these terms and conditions shall only be valid if they have been expressly accepted by the supplier in writing.
2. Scope of deliveries and services
The supplier's deliveries and services are listed in full in the order confirmation, including any attachments thereto.
3. Plans and technical documentation
3.1 Brochures and catalogs are not binding unless otherwise agreed. Information in technical documentation is only binding if it has been expressly guaranteed.
3.2 Each contracting party reserves all rights to plans and technical documentation that it has handed over to the other party. The receiving party acknowledges these rights and will not make the documents available to third parties, in whole or in part, without the prior written consent of the other party, nor will it use them for any purpose other than that for which they were provided.
4. Prices
4.1 All prices are net, excluding any Swiss sales tax applicable until December 31, 1994 (VAT from January 1, 1995), ex works, without packaging, without any deductions. Prices are subject to change at any time without notice. In this case, the customer does not need to be informed. 4
.2 The supplier reserves the right to adjust prices if wage rates or material prices change between the time of the offer and the contractual fulfillment. In this case, the price adjustment shall be made in accordance with the attached sliding price formula. A reasonable price adjustment shall also be made if the delivery period is subsequently extended for one of the reasons specified in clause 7.2 or if the documents supplied by the customer did not correspond to the actual circumstances or were incomplete.
5. Terms of payment
5.1 Payments shall be made at the supplier's domicile without deduction of discounts, expenses, taxes, duties, fees, customs duties, and the like.
5.2 If the purchaser fails to meet the agreed payment dates, they shall pay default interest at a rate of 4% above the respective discount rate of the Swiss National Bank from the due date without a reminder.
6. Retention of
title The supplier shall remain the owner of all its deliveries until it has received full payment in accordance with the contract. Upon conclusion of the contract, the purchaser authorizes the supplier to enter the retention of title in the official register at the purchaser's expense and to complete all related formalities.
The purchaser shall maintain the delivered items at its own expense for the duration of the retention of title and insure them in favor of the supplier against theft, breakage, fire, water, and other risks. It shall also take all measures to ensure that the supplier's claim to ownership is neither impaired nor revoked.
7. Delivery period
7.1 The delivery period shall commence as soon as the contract has been concluded, all official formalities have been completed, the payments and any securities to be provided when ordering have been made, and the essential technical points have been clarified. The delivery period shall be deemed to have been met if the notification of readiness for shipment has been sent to the customer by the end of the delivery period.
7.2 The delivery period shall be extended appropriately:
a) if the supplier does not receive the information it requires for the performance of the contract in good time or if the customer subsequently changes this information, thereby causing a delay in deliveries or services;
b) if obstacles arise which the supplier cannot avert despite exercising due care, regardless of whether they arise at the supplier's premises, at the purchaser's premises, or at a third party's premises. Such obstacles include, for example, epidemics, mobilization, war, riots, significant operational disruptions, accidents, labor disputes, delayed or
faulty delivery of the necessary raw materials, semi-finished or finished products, scrapping of important workpieces, official measures or omissions, natural events;
c) if the customer or third parties are behind schedule with the work to be carried out by them or are in default with the fulfillment of their contractual obligations, in particular if the customer does not comply with the terms of payment.
7.3 The customer is entitled to claim compensation for delayed deliveries if the delay can be proven to be the fault of the supplier and the customer can prove that they have suffered damage as a result of this delay. If the customer is helped out by a replacement delivery, the claim for compensation for delay shall lapse.
The compensation for delay shall amount to a maximum of 1/2% for each full week of delay, but not more than 5% in total, calculated on the contract price of the delayed part of the delivery. The first two weeks of delay shall not give rise to any claim for compensation for delay.
Once the maximum compensation for delay has been reached, the purchaser shall set the supplier a reasonable grace period in writing. If this grace period is not met for reasons for which the supplier is responsible, the purchaser shall be entitled to refuse acceptance of the delayed part of the delivery. If partial acceptance is economically unreasonable for the purchaser, they shall be entitled to withdraw from the contract and to reclaim payments already made against return of deliveries already made.
7.4 The purchaser shall have no rights or claims due to delays in deliveries or services other than those expressly mentioned in this clause 7. This restriction does not apply to unlawful intent or gross negligence on the part of the supplier, but it does apply to unlawful intent or gross negligence on the part of auxiliary persons.
8. Transfer of benefit and risk 8
.1 Benefit and risk shall pass to the purchaser at the latest upon dispatch of the deliveries ex works.
8.2 If shipment is delayed at the request of the purchaser or for other reasons for which the supplier is not responsible, the risk shall pass to the purchaser at the time originally scheduled for delivery ex works. From this point on, the deliveries shall be stored and insured at the expense and risk of the customer.
9. Inspection and acceptance of deliveries and services9
.1 The supplier shall inspect the deliveries and services as usual before shipment. If the purchaser requests further inspections, these shall be agreed separately and paid for by the purchaser.
9.2 The purchaser shall inspect deliveries of goods within 10 days and notify the supplier immediately in writing of any defects. If it fails to do so, the deliveries and services shall be deemed to have been approved.
9.3 The supplier shall remedy the defects notified to it in accordance with clause 9.2 as quickly as possible, and the purchaser shall give it the opportunity to do so.
9.4 The performance of an acceptance test and the determination of the applicable conditions for this require a special agreement.
9.5 The purchaser shall have no rights or claims for defects of any kind in deliveries or services other than those expressly stated in this clause 9 and in clause 10 (warranty, liability for defects).
9.6 Returns can only be accepted after consultation with DRAHTEX AG. The goods must be returned in their original packaging and in undamaged condition within 10 days of the date of dispatch. This RMA form must be completed in full and accompanied by a copy of the delivery note and/or invoice. The return shipment must be carriage paid (DAP). Specially manufactured items (not stock items) will not be taken back.
Drahtex AG will reimburse the customer for the payment made in the form of a credit note.
10. Warranty, liability for defects
10.1 The warranty period is 12 months, or 6 months for day and night operation. It begins with the dispatch of the deliveries ex works. If shipment is delayed for reasons for which the supplier is not responsible, the warranty period ends no later than 18 months after notification of readiness for shipment.
For replaced or repaired parts, the warranty period shall recommence and shall last for 6 months from the date of replacement or completion of the repair, but no longer than twice the warranty period specified in the previous paragraph.
The warranty shall expire prematurely if the customer or third parties carry out improper modifications or repairs, or if the customer, in the event of a defect, does not immediately take appropriate measures to mitigate the damage and give the supplier the opportunity to remedy the defect.
10.2 Upon written request by the customer, the supplier undertakes to repair or replace, at its discretion, as quickly as possible, all parts of the supplier's deliveries that become defective or unusable as a result of poor materials, faulty design, or defective workmanship before the expiry of the warranty period. Replaced parts shall become the property of the Supplier.
10.3 Assured characteristics are only those that have been designated as such in the specifications. The warranty shall apply until the expiry of the warranty period at the latest. If the warranted characteristics are not fulfilled or are only partially fulfilled, the purchaser shall first be entitled to immediate rectification by
the supplier. To this end, the purchaser shall grant the supplier the necessary time and opportunity. If this rectification is unsuccessful or only partially successful, the purchaser shall be entitled to a reasonable reduction in price. If the defect is so serious that it cannot be remedied within a reasonable period of time and if the deliveries or services are not usable or only usable to a significantly reduced extent for the stated purpose, the purchaser shall have the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable for him, to withdraw from the contract. The supplier can only be obliged to refund the amounts paid to him for the parts affected by the withdrawal. 10
.4 The supplier's warranty and liability do not cover damage that cannot be proven to have been caused by poor materials, faulty design, or defective workmanship, e.g., as a result of natural wear and tear, defective maintenance, disregard of operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by the supplier, and other
reasons for which the supplier is not responsible.
10.5 The purchaser shall have no rights or claims other than those expressly stated in clauses 10.1 to 10.4 due to defects in material, design or workmanship or due to the absence of warranted characteristics.
11. Exclusion of further
liability All claims of the purchaser other than those expressly mentioned in these terms and conditions, regardless of the legal basis on which they are made, in particular any claims for damages, reduction or withdrawal from the contract that are not expressly mentioned, are excluded. Under no circumstances shall the purchaser be entitled to compensation for damages that did not occur to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit, or other direct or indirect damages. These restrictions do not apply to unlawful intent or gross negligence on the part of the supplier, but they do apply to unlawful intent or gross negligence on the part of auxiliary persons.
12. Place of jurisdiction and applicable law 12
.1 The place of jurisdiction for the customer and the supplier is the registered office of the supplier.
12.2 However, the supplier is entitled to sue the customer at the customer's registered office.
12.3 The legal relationship is subject to substantive Swiss law.
December 1, 2025
