General terms and conditions

General Terms and Conditions of Sale, Delivery and Payment of GRUBATEC AG Edition March 2022

1. Validity

1.1 These General Terms and Conditions of Sale, Delivery and Payment of GRUBATEC AG (GTC) shall apply to all deliveries of GRUBATEC AG to customers as soon as they have become part of the delivery contract. This shall be the case if GRUBATEC AG has made the GTC generally known to the customer before conclusion of the contract, whether by printing them in catalogs, on offers, order confirmations or invoices.

1.2 If individual agreements in individual cases contradict these GTC, the individual agreements shall take precedence.

If these GTC contradict general terms and conditions of purchase of the customer, the GTC of GRUBATEC AG shall prevail over those of the customer.

of the customer.

2. Origin of the contract

2.1 If the customer orders goods without the order having been preceded by a quotation from GRUBATEC AG, the contract shall come into existence with the execution of the delivery by GRUBATEC AG. The content of the contract is the product specification recorded in the catalogs or service sheets of GRUBATEC AG and the scope of the delivery actually executed.

2.2 If Customer orders goods after having received an offer from GRUBATEC AG and if GRUBATEC AG executes the order without further ado, the contract shall come into existence upon receipt of the order, provided that it corresponds to the offer. The content of the contract shall be the scope of services described in the offer.

2.3 If the Customer orders goods and GRUBATEC AG sees fit to issue an order confirmation, the contract shall come into existence upon delivery of the order confirmation to the Customer. The content of the contract is the scope of services described in the order confirmation.

3. Prices

3.1 The prices listed in the catalog are non-binding guide prices. Prices are subject to change at any time.

3.2 All prices are exclusive of VAT, EXW Füllinsdorf.

3.3 A surcharge shall be levied for small quantities.

4. Delivery

4.1 The delivery of GRUBATEC AG shall be EXW Füllinsdorf (INCOTERMS).

4.2 The place of performance for all obligations arising from contracts between GRUBATEC AG and the Customer shall be Beckenried.

5. Payment

5.1 Invoices of GRUBATEC AG shall be due for payment net within 30 days from the date of invoice.

5.2 After expiry of the payment deadline, the customer shall automatically be in default. The default interest shall be calculated at the interest rate of the Zürcher Kantonalbank for unsecured overdrafts.

6. Delivery dates

6.1 Only the delivery dates assured in writing by GRUBATEC AG shall be binding. These shall be extended appropriately if the customer subsequently changes the order or if obstacles occur that are beyond the control of GRUBATEC AG, such as delayed delivery by suppliers of GRUBATEC AG or force majeure.

6.2 If delays in relation to delivery dates guaranteed in writing become apparent, GRUBATEC AG shall inform the Customer. The customer shall have the right to set a reasonable grace period. After expiry of this period, the customer may withdraw from the contract within three days. The customer shall be entitled to claim damages from the default of the contract if he can prove intent or gross negligence on the part of GRUBATEC AG.

7. Material warranty

7.1 GRUBATEC AG does not assume any warranty of quality for the delivered goods. Any liability for damages as a result of defective delivery (direct and indirect as well as consequential damages) is excluded on the part of GRUBATEC AG (Art. 199 CO).

7.2 Insofar as the suppliers of GRUBATEC AG provide a warranty, GRUBATEC AG shall claim these warranty benefits in case of defects and forward them to the customer. If the supplier's warranty performance is disputed, GRUBATEC AG may assign its claims to the supplier to the customer.

7.3 It shall be incumbent upon the customer to inspect the received goods upon receipt and to immediately notify GRUBATEC AG in writing of any visible defects, so that GRUBATEC AG can forward the complaint to its supplier, if necessary. Hidden defects shall be notified in writing immediately after discovery.

8. Choice of law and place of jurisdiction

8.1 The contract between GRUBATEC AG and the Customer shall be governed by Swiss law to the exclusion of the Vienna Sales Convention.

8.2 For disputes arising from or in connection with the contract between GRUBATEC AG and the Customer, the parties acknowledge the jurisdiction of the ordinary courts in Beckenried. GRUBATEC AG may also take legal action against the customer at the customer's place of business.