General Terms and Conditions of Brunner Elektronik AG, hereafter called “the Supplier”.

1. Applicability
These general terms and conditions are based on Swiss law and are valid within Switzerland, provided they have been expressly or non-expressly accepted by the parties. Amendments to the terms and any supplementary agreements are only valid when they have been confirmed in writing by the Supplier.
Should a contract be concluded and the Customer presents its own general terms and conditions, then the agreeing points of the terms will be considered valid. For elements that differ, an agreement in writing must be made. 
These general terms and conditions apply on a non-limited basis, provided they have not been amended by the parties in writing.
In addition, the provisions of the Swiss Law of Obligations (OR) regarding sales contracts (Art. 184 ff. OR) and other Swiss laws and directives apply. Should a provision of this contract become invalid or should the contract present a gap, the validity of the other provisions remains unaffected. In place of the invalid provision, a valid provision that most closely corresponds will be considered agreed upon with effect of the conclusion of the contract. The same applies for gaps.

The Supplier develops and sells electrical and electronic drive solutions, control systems, printed circuit board assemblies, lighting solutions, applications and other engineering services.
End customers include, among others, the processing industry in engineering and medical technology.
Price lists and brochures contain non-binding information and list prices. Information provided by telephone is of no long-term validity, provided it does not directly pertain to the offer.
Offers made in writing, by fax or by email will be considered binding. Should the Customer request supplies, products or services not contained therein, these are to be separately invoiced.
An offer is valid for 30 days, provided there is no other agreement in writing. All documents and samples provided with the offer remain the property of the Supplier. No third party may view  proposal documents without the permission of the Supplier. Figures provided as “approximate values” are considered non-binding and serve solely as a general assessment of scope or scale.
An offer is considered as accepted when the Customer has declared this in writing, by fax or by email. The Supplier confirms acceptance in writing by way of post, fax or email.
Should the Customer desire an amendment to the order confirmation, the Supplier will inform him within two weeks as to whether this request can be accepted and what kind of ramifications the amendment will have for the performance of services, schedules and prices. The Supplier is bound to an offered amendment of the service to be performed/goods to be delivered for two weeks. The amendment does not apply to products or services which have already been delivered.

The Supplier is obliged to supply the products as per the order confirmation to the Customer by the time stated in the order confirmation. The Customer undertakes to accept these products at a previously agreed time and to pay for them. Should the Customer fail to do so, the additional charges listed in the offer fall due. In the case of blanket orders, the Customer is to abide by the agreed lot sizes. Otherwise the agreed additional charges will fall due.
The delivery dates may be extended in the case of hindrances or circumstances that are beyond the control of the Supplier; such as, natural disasters, mobilization, war, riots, epidemics, accidents and illness, significant operational disturbances, work conflicts, late or faulty sub-supplies or measures having to do with authorities.
For all other delays, the Customer may
a)   refuse acceptance of further deliveries: this is to be advised to the Supplier without delay,
b)   request part-deliveries, provided it is possible: this must be coordinated without delay,
c)   set the Supplier a reasonable extended date for contract fulfillment: should the Supplier not fulfill the contract by this extended date then the Customer may refuse acceptance of delivery or cancel the contract, provided this is advised without delay.
The Supplier is to inform the Customer of a delay as quickly as possible. Possibly resulting compensation will be accounted for as per Art. 191 OR.

With regard to the scope and performance of the delivery, the order confirmation is binding. The Supplier delivers the products in the types/versions ordered, machine-readable software is delivered in the valid version at the time of delivery.
Provided no particular place of fulfillment has been agreed upon by the parties or may be naturally inferred by the type of business, delivery will be made at the site of the Supplier, where the products will be made available for collection.
If not expressly agreed otherwise, use and risk are transferred from the Supplier to the Customer when the products leave the Supplier’s site.
Provided no other particular acceptance procedure has been agreed, the Customer must inspect the products himself and declare possible faults or defects in writing. Should the Customer fail to advise the Supplier of faults or defects within two weeks after delivery, then the products will be deemed without fault or defect in all functions and the delivery will be considered accepted. The Customer is then obliged to pay within the timeframe agreed.

Prices are stipulated in the proposal. VAT will be added. The Supplier bears the costs for measurements and weighing, as well as preparation for delivery. The Customer accepts the costs for packaging, transportation and for inspection of the goods, provided this has not been otherwise regulated in the contract. Delivery with special packaging is to be expressly regulated in the contract.
The customer is obliged to remit payment within 30 days after delivery.
Service charges fall due within 30 days after date of invoice without deductions.
If the terms of payment are not observed, the Supplier reserves the right
a)   to demand immediate payment from the Customer,
b)   to demand securities for all outstanding payments,
c)   and/or to carry out outstanding deliveries only after payment has been made in advance.
Should securities not have been presented or payment not have been made by expiration of a reasonable timeframe, then the Supplier may cancel the contract even if the goods or part of the goods have already been supplied.
If the Customer has not fulfilled the terms of payment, the Supplier reserves the right to demand compensation for damages.
The Customer only has the right to offset against the Supplier if the Customer’s counterclaims are undisputed or upheld by a court of law.
If the Customer does not pay within the timeframe agreed then the Supplier may, at his own discretion and without a previous reminder, add a payment default interest which will lie four percent over the rate of the Swiss National Bank.

The Supplier obliges to perform his services with due care and to deliver the products at a high level of quality. In addition, he obliges to undertake the careful selection and training of employees assigned to the delivery, to guarantee professional work methods and to control employees’ performance. The warranty period generally extends to one year. 
In the case of faults or defects of the products supplied, the Customer may – as per OR – cancel the contract, demand a price reduction or demand similar goods as a replacement. The provisions of OR apply.
Excluded from the warranty are faults and defects not owing to the fault of the Supplier, such as cases of natural wear, force majeure, false handling, handling or interventions of the Customer or a third party, excessive use, unsuitable operational equipment/supplies or extreme environmental influences.
Should the customer resell the products, he is responsible for the observance of domestic- and foreign export regulations. Should the customer change the product for resale, he is liable for any damages resulting from this against the Supplier, the buyer or a third party. The provisions of the Swiss Product Liability Law remain applicable.

The parties undertake to inform each other in a timely fashion of special, technical requirements as well as the legal, administrative and other regulations at the place of destination, provided these are of significance for the properties and use of the products. Further, the parties inform each other in good time of any hindrances or disturbances which may prevent contract fulfillment or which could lead to unsuitable solutions.

As per the Swiss Ordinance on the Return, Take-Back and the Waste Management of Electric- and Electronic Equipment (Verordnung über die Rückgabe, die Rücknahme und die Entsorgung elektrischer und elektronischer Geräte VREG), the Supplier obliges to take back electric equipment and dispose of it in an environmentally conscious manner. The Customer bears the costs for transportation and disposal.

Place of jurisdiction is the headquarters of the Supplier. The Supplier may, however, also call on the court of law at the headquarters of the Customer.
The parties undertake to attempt to resolve disputes arising from the implementation of this contract in an amiable manner.

This translation is provided for information purposes only and has no legal force.