1 General

1.1 These general Trade and Delivery Terms apply to all deliveries and services of Asetronics AG (hereinafter Asetronics). Other terms of the Customer do not apply without the written authorisation of Asetronics.

1.2 All agreements and legally based statements of the contractual parties must be in writing to be valid.

1.3 The Contract with the Customer comes about through written acceptance (order confirmation) by Asetronics.

1.4 Electronic signatures consistent with the state of the art that are issued in accordance with currently applicable laws are acceptable and binding. Where possible they replace the physical signature.

1.5 Should a clause in these general trade and delivery terms be ineffective, this does not compromise the effectiveness of the other clauses. Should a clause in these terms be partially ineffective, the other part shall remain effective. Parties are obliged to replace an ineffective clause by an effective replacement clause that comes as close as possible to the economic purport of the ineffective contractual clause.

1.6 The modules supplied by Asetronics are RoHS (EC-Directive 2002/95/EC for the limitation of the use of certain hazardous substances in electrical and electronic equipment) consistent, insofar as this is marked on the relevant article or delivery position. In the context of the RoHS, Asetronics already uses equivalent leadfree modules that are defined by the manufacturer as the successors of lead-containing modules (with or without a change in manufacturer’s part number). Without notice from the Customer to the contrary within 8 workdays, this regulation is considered to have been accepted.

2 Scope of deliveries and services

2.1 The deliveries and services of Asetronics are listed at the end of these terms including any possible appendices.

2.2 Partial deliveries are authorised.

2.3 Production-related short or excess deliveries are allowed. Short or excess deliveries comprising up to 10% of the order quantity are standard in the industry and are considered to represent fulfilment consistent with contract. In case of short deliveries of an order quantity, no right exists to later delivery of the missing quantity.

3 Technical documents, drawings and auxiliary resources

3.1 Specifications in brochures and catalogues are non-binding. Specifications in technical documents are only binding insofar as they are specifically guaranteed.

3.2 Each contractual party reserves all rights to drawings and technical documents that he has given to the other party. The receiving contractual party acknowledges these rights and will not make the documents accessible to third parties in part or in full without the prior written authorisation of the other party or use them for purposes other than the purpose for which they were provided to him.

3.3 Equipment and auxiliary resources of all types, with the exception of those made available by the Customer or those for which payment has been made, are in any case the property of Asetronics.

3.4 With regard to equipment and auxiliary resources that the Customer provides for Asetronics, special terms are to be established; maintenance and care costs are in any case the responsibility of the Customer; the storage costs are the responsibility of Asetronics, however maximally up to two years after the last delivery.

4 Regulation in the country of destination and technical safety measures

4.1 The Customer must inform Asetronics at the latest by the time of placement of an offer of nationally specific regulations and standards that apply to the execution of the deliveries and services.

4.2 In the absence of agreements to the contrary, deliveries and services are consistent with the regulations and standards applicable in Switzerland.

5 Prices

5.1 All prices are net, EXW (ex works, Incoterms 2000), without packaging, in Swiss francs, without any deductions and requalicationtest as per ISO/TS 16949 oder ISO 13485. All secondary costs (such as, for example, for freight, insurance, export, trans-shipment, import and other fees, taxes, levies and duties, etc.), that are imposed in connection with the contract are the responsibility of the Customer or refunded to Asetronics on presentation of the relevant receipt if that company has become obligated for these.

5.2 Asetronics reserves the right to effect price changes if the exchange rate or material prices change between the time of the offer and its contractual fulfilment. In such a case the price adjustment is consistent with the degree of increase.

A suitable price adjustment also takes place if

The delivery term is extended afterwards for one of the reasons specified in subparagraph 8.3, or
The nature or scope of the agreed upon deliveries or services has undergone a change, or
The construction, material and/or the execution undergoes a change because the documents that the

Customer provided do not reflect the actual situation or were incomplete or the Customer referred to regulations or standards as per 4.1 too late.

5.3 In components that must be acquired in a minimum packaging unit, Asetronics reserves the right to deliver the excess components to the Customer and invoice him for them if no other order follows within 6 months after the delivery (with regard to contracts, this applies commencing at the end of the term of the contract.).

6 Payment terms and conditions

6.1 The Customer must pay invoices within 30 days commencing on the date of invoice, net and without any deductions.

6.2 The payment dates must also be adhered to if transport, delivery, assembly, placement in operation or acceptance of deliveries or services are delayed or made impossible for reasons not attributable to Asetronics or if significant parts are lacking or secondary work proves to be necessary that, however, does not make the use of the delivery or services impossible.

6.3 If the parties have agreed upon a down payment and the Customer fails to pay this according to the contract, Asetronics is authorised, according to its choice, to either adhere to the contract or withdraw from it. In both cases Asetronics reserves the right to claim damages.

6.4 If the Customer is in arrears regarding his payment obligation, he must pay arrears interest of 5%, and damages, commencing at the time when payment was due, without the need for a reminder.

6.5 The adjustment of mutual claims based on or associated with this contract is only possible with a recognised or legally established counter-claim.

7 Retention of proprietary rights

The ownership of the objects delivered remains with Asetronics until complete payment of the agreed upon price. If the Customer comes to be in arrears with regard to payment, Asetronics is authorised to have the retention of proprietary rights entered into the register of proprietary rights at the expense of the Customer.

8 Dates, delivery period

8.1 Delivery must be effected at the time contractually agreed upon between parties.

8.2 Adherence to the schedule by Asetronics is predicated upon the Customer’s correct fulfilment of the contractual obligations, particularly payment and cooperation obligations.

8.3 The delivery date may be extended particularly in the following cases:

a) Asetronics does not receive the information necessary for the fulfilment of the contract on time or the Customer changes this later;

b) Extraordinary circumstances arise that Asetronics cannot avoid/prevent despite the exercise of the necessary care, irrespective of whether these arise at Asetronics, the Customer or a third party. Considered to be extraordinary circumstances are such events as epidemics, natural events, mobilisation and war, but also significant operational disturbances, accidents, labour conflicts or delayed or incorrect receipt of the necessary raw materials.

8.4 On the grounds of a delay in deliveries or services, the Customer can neither withdraw from the contract nor claim a discount or damages or make any other claims, unless the situation involves culpable intent in conflict with law or gross negligence on the part of Asetronics. Asetronics is not liable for intent in conflict with law or gross negligence on the part of auxiliary personnel.

8.5 If the Customer defaults in terms of acceptance, Asetronics is authorised to retain the relevant goods at the expense and risk of the Customer, thus releasing itself from obligation. Additionally Asetronics is authorised to invoice the Customer for the extra costs, particularly storage costs according to normal market prices and interest, resulting from the default in acceptance.

9 Transfer of use and risk

9.1 Use and risk transfer to the Customer at the latest at the time of commencement of delivery ex works.

9.2 If delivery is delayed at the request of the Customer or for some other reason not imputable to Asetronics, the risk transfers to the Customer at the time originally planned for the delivery ex works. From this time onward, shipments are stored and insured at the expense and risk of the Customer.

10 Shipment, transport and insurance

10.1 Special wishes concerning shipment, transport and insurance must be made known to Asetronics at the latest at the time an order is placed. Shipment takes place EXW (ex works, Incoterms 2000) at the expense and risk of the Customer. The Customer is to inform the last freight forwarder immediately of any complaints associated with the shipment or transport either upon receipt of the shipment or the freight documents.

10.2 The Customer is responsible for insurance against loss of any nature.

11 Inspection and acceptance of deliveries and services

11.1 Asetronics inspects deliveries and services with its customary care before shipment or after a service has been performed. Should the Customer require further inspections, these are to be agreed upon separately and paid for by the Customer.

11.2 The Customer must inspect (partial) deliveries and (partial) services as soon as this is feasible according to normal operating procedures and immediately report any defects in writing to Asetronics. Should he fail to do this, said (partial) deliveries and (partial) services shall be considered to have been accepted. Should defects appear only later, the Customer must report these immediately upon their discovery, because otherwise the delivery shall be considered to have been accepted.

11.3 Asetronics must correct a defect of which it has been informed as per Subparagraph 11.2 as soon as possible, and the Customer must give him an opportunity to do this. After the correction, at the request of the Customer or Asetronics an acceptance inspection shall be effected.