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FREUDIGER SA

General Terms and Conditions

 

1. Scope of Application: 

These General Terms and Conditions (GTC) apply to all contractual relationships between FREUDIGER SA and its Customers, except for any modifications made in writing in quotations, order confirmations, or a separate contract.

2. Conclusion of the Contract:

FREUDIGER SA’s quotations are generally non-binding unless otherwise stated in writing. Only the order confirmation issued by FREUDIGER SA after receiving the Customer’s order will confirm the conclusion of the contract.

3. Technical Documentation:

Documents attached to quotations and order confirmations, such as documents, drawings, sketches, or other plans, remain in the property of FREUDIGER SA. They must be returned to FREUDIGER SA at any time upon request, cannot be copied by the Customer or used for purposes other than those intended, and shall not be made available or transmitted to third parties without FREUDIGER SA’s written consent.

4. Specific Tools:

When specific tools are required for manufacturing a product specifically developed for a Customer, the costs of development and production of such tools shall, in principle, be borne entirely by the Customer unless otherwise stated in writing. However, such tools always remain in the property of FREUDIGER SA and may not be used for any manufacturing other than that intended for the specific Customer.

5. Order Cancellation:

FREUDIGER SA expressly reserves the right to cancel, in whole or in part, an order for a product specifically manufactured for a Customer if production proves to be particularly difficult or even impossible, especially during the production of the first pieces. The Customer will be informed immediately. Under no circumstances will such cancellation entitle the Customer to claim compensation or any other indemnity.

6. Delivery Time:

The delivery time indicated in the order confirmation is an estimate. It starts from the signing of the order confirmation and refers to the moment when the goods leave FREUDIGER SA’s premises. The delivery time may be extended, with the duration of the extension agreed upon by the parties, in the following cases:

  • If FREUDIGER SA does not receive the necessary information in time for the execution of the order or if the Customer later modifies such information.
  • If unforeseen events occur that FREUDIGER SA cannot avoid despite due diligence in executing the order. These events include, in particular, major disruptions affecting the company, accidents, labor disputes, strikes, government-imposed restrictions, natural disasters, and other force majeure cases. In such cases, FREUDIGER SA will inform the Customer as soon as possible.
  • If the Customer delays in fulfilling necessary tasks or contractual obligations, particularly in case of non-payment.

A delivery delay does not entitle the Customer to claim damages or terminate the contract.

7. Delivery Terms:

As a general rule, delivery terms of goods are “ex-works” (EXW) according to Incoterms 2020. However, delivery terms may be agreed differently in the order confirmation. Any services not included will be invoiced separately.

FREUDIGER SA informs the Customer in writing when the produced goods are ready for ex-works collection. An email to the previously used business contact address is sufficient. The Customer is required to collect the goods within a maximum of 10 working days from the notification.

If the Customer delays collection, FREUDIGER SA is entitled to issue the invoice and demand payment as specified in clause 9.

In the case of annual orders with monthly deliveries or based on a specific communication, the Customer is required to collect all produced goods within 12 months from the order date, unless special agreements are made for multi-year orders.

8. Prices:

Prices are net, ex-works, without rounding. All costs, such as export, transit, and import permits, as well as costs arising from other authorizations and certifications, are borne by the Customer, including all types of taxes, customs duties, and similar charges.

9. Payment Terms:

To be defined at the quotation stage. Unless otherwise agreed, an advance payment is required when the order is placed. The order will not go into production without receipt of the advance payment. This payment must be made without any deductions or rounding. Any payment-related costs are the responsibility of the Customer. If the Customer fails to meet the payment deadline, they will be required to pay late interest of 5% from the due date, without the need for a formal notice of default.

10. Transfer of Benefits and Risks:

The transfer of benefits and risks occurs when the goods leave FREUDIGER SA. If shipment/collection is delayed or becomes impossible for reasons not attributable to FREUDIGER SA, the goods will be stored and insured at the risk and expense of the Customer. The goods to be delivered will be insured against transport risks at the Customer’s expense.

11. Partial Deliveries:

If requested by FREUDIGER SA, the Customer must accept partial deliveries.

12. Acceptance of Delivery and Notification of Defects:

The Customer must verify the quality of the delivered products within 60 days of ex-works collection or receipt of the goods. Any defects must be reported in writing to FREUDIGER SA within this period. Otherwise, the products will be deemed accepted by the Customer.

13. Third-Party Refusal to Accept Goods:

Any order accepted by the Customer cannot be returned to FREUDIGER SA due to a third party’s refusal to accept the goods.

14. Warranty:

The warranty period starts from delivery and lasts for 12 months. The warranty covers only defects unequivocally attributable to defective materials or workmanship. FREUDIGER SA’s warranty is limited to repair or replacement of products that prove unusable due to material, construction, or manufacturing defects. If replacement is no longer possible, the warranty is limited to a refund of the invoiced price already paid by the Customer for the non-replaced products. Transport costs for repair or replacement are borne by the Customer.

Any other Customer claims based on defective supply are excluded, particularly claims for direct or indirect damages, as well as contract termination. The warranty does not apply to damages caused by normal wear and tear, improper handling (e.g., during assembly), lack of maintenance, excessive use, or failure to follow usage instructions. The warranty becomes void if the Customer or a third party modifies or otherwise alters the products. In any case, the warranty expires one year after delivery.

15. Liability:

FREUDIGER SA cannot be held liable for damages caused to third parties by the supplied products. In particular, FREUDIGER SA is not liable for direct or indirect damages resulting from the use or assembly of the products. The Customer is solely responsible and must ensure that any damages are covered by appropriate insurance.

16. Retention of Title:  

Until full payment of the purchase price is received, FREUDIGER SA remains the owner of the delivered products. FREUDIGER SA has the right to request, at the Customer’s expense, the corresponding registration in the Property Reservation Register (or equivalent abroad) and to carry out all related formalities. During the retention of title period, the Customer must maintain and insure the delivered products against theft, breakage, fire, water damage, and other risks at their own expense. Additionally, the Customer must take all necessary measures to safeguard FREUDIGER SA’s ownership rights.

17. Modifications to the General Terms and Conditions:

Any changes to these Terms and Conditions are communicated to Customers through publication or updates on FREUDIGER SA’s website. The applicable General Terms and Conditions for a specific order are those published on the FREUDIGER SA website at the time of the order confirmation.

18. Jurisdiction and Applicable Law:

Any disputes related to the contractual relationship between FREUDIGER SA and the Customer, including disputes regarding the validity, effectiveness, or existence of the contract, shall be exclusively settled by the ordinary courts of Lugano, Switzerland, unless an arbitration clause is included in the order confirmation or a separate contract.
The contractual relationship between the Customer and FREUDIGER SA is governed exclusively by Swiss law, excluding all the rules that may refer to other legal systems and the United Nations Convention on Contracts for the International Sale of Goods (CISG).


General Terms and Conditions version: February 26, 2025