General Conditions of Sale and Delivery of the
1. General Provisions
1.1. The present General Conditions of Sale and Delivery (GCSD) define the binding legal basis for contracts between customer and foundry as long as no otherwise specifically agreed upon written clauses exist.
1.2. The GCSD rule out all contrary clauses formulated in whatever way by the customer, unless accepted in writing by the foundry.
2. Design of Castings
If not expressly otherwise agreed, the foundry is not the designer of the castings it manufactures and therefore accepts no responsibility for the design.
3. Quotations and Orders
3.1. The customer’s request for a quotation must be accompanied by technical specifications.
3.2. The foundry’s quotation cannot be considered firm unless expressly accompanied by a term of validity.
3.3 The foundry is not bound to execute an order until after its express written acceptance of the contract.
4. Research and Proposals
4.1. The foundry’s rights of ownership of its fabrication research results are not transferred to the customer through the sale of castings.
4.2. The foundry reserves the right to charge the customer for its preliminary fabrication research if no order is received within three months after the submission of the results.
4.3. The customer may not use the results himself or divulge them without express agreement of the foundry.
5. Means of Production
5.1. All means of production (models, core boxes, frame-boards, templates, processing or inspection devices, casting tools etc.) provided by the customer must be clearly marked for assembly purposes and have to be delivered to the location stipulated by the foundry free of charge. The customer takes complete responsibility for the exact agreement between the fabrication tooling and the plans, drawings and technical specifications.
5.2. When the customer orders the production of fabrication tooling from the foundry, the order is executed only with the customer’s agreement and at the customer’s cost, which will be levied according to the foundry’s production engineering expenses.
5.3 The foundry reserves the rights of ownership as well as intellectual rights including know-how of fabrication tooling it has designed or improved.
5.4. The fabrication tooling will be returned to the customer on demand, provided full payment has been made for the castings manufactured. If it remains in store at the foundry, it shall be stored, unless agreed otherwise, free of charge at the foundry for two years starting from the completion of the last order. The customer is responsible for insurance. After five years the foundry has the right to - after formally notifying the customer – either destroy the equipment or send it back to the customer at the customer’s expense. Further storage is only possible upon reimbursement by the customer.
5.5. Requalification cost due to an interruption of deliveries are on buyer’s account.
The customer is solely responsible for the inserts he provides (and which are meant to be incorporated in the mould before casting); and they should be in immaculate condition. They should be delivered to the foundry free of charge in sufficient quantities (ordered amount +10%).
7. Delivery Period
7.1. The delivery period shall commence as soon as the contract has been concluded, all official formalities such as import, export, transit and payment licences have been obtained, any securities to be provided for the order have been made and all the essential technical points have been clarified. The delivery period shall be deemed to be satisfied if the notice of readiness for dispatch is sent to the customer before expiry of the period.
7.2. The binding character of the delivery time must be expressly defined without ambiguity together with the customer; without such an express definition the time is deemed approximate.
7.3. In case of factory breakdowns, force majeure, or defectiveness the foundry is released from adherence to the delivery period. This is also valid if the abovementioned hindrances occur during a delay or because of a sub-contractor.
7.4. Under no circumstances the customer shall be entitled to claim damages of any sort resulting from non-compliance with delivery periods.
8.1. Unless another arrangement has been previously expressly made between the foundry and the customer, packaging is invoiced by the foundry and paid for by the customer, after which it becomes the property of the customer.
8.2. Containers, frames, pallets and other packing materials which are the property of the foundry must be returned by the customer carriage paid and in good order within 30 days after receipt, in default of which they are invoiced by the foundry.
8.3. If the packing material used by the foundry is the property of the customer, it must be returned in good order at the latest at a date previously agreed upon with the foundry, to one of the locations designated by the latter.
8.4. The application of regulations of compulsory law remains reserved.
9. Delivery and Transfer of Risk
9.1. The delivery shall always be ex-works ( as per Incoterms 2010), irrespective of the contractual stipulations concerning payment of transport costs.
9.2. If it is not possible to deliver castings or if no instructions have been given about their destination, delivery is considered completed by a simple notice that they are available, at which time they will be invoiced and stored at the expense and risk of the customer.
9.3. The risk shall pass to the customer at the moment of the delivery of the notice of readiness for dispatch as described above.
Transport shall be at the customer’s expense and risk. Objections in connection with dispatch or transport shall be addressed by the customer directly to the last carrier immediately upon receipt of the shipment or freight documents. The customer shall be responsible for insurance against damages of any kind.
11.1. Unless otherwise agreed upon in writing, all prices are net, without any deductions. All secondary costs such as taxes, freight, insurance, export, transit and other licences and certifications shall be borne by the customer.
11.2. The foundry reserves the right to adjust prices if the wage rates, energy costs, exchange rates or material prices change between the time of the quotation and the contractual performance.
12. Conditions of Payment
12.1. Place of payment is the head office of the foundry. In the absence of an agreement to the contrary the net payments without cash discount are due within 30 days after the date of invoice.
12.2. Every delay in payment, after one written reminder, incurs interest charges at the discount rate of the Swiss National Bank plus a surcharge of 4% (four per cent).
12.3. The claims of the foundry invoiced to the customer may only be set off if the foundry has accepted in writing the customer’s counterclaims or if they are ultimately legally binding.
Castings sold by weight are invoiced according to their effective weight independently of indicative weight references in the quotation and the contract.
In principle, the delivery quantities agreed upon by foundry and customer are valid, especially with hand-casted pieces. For long runs a small difference in the number of castings ordered and those delivered is allowed. In the absence of other agreements it is permissible for the foundry to deliver and invoice a number of castings above or below ±10% of the total number ordered.
15. Control and Acceptance
15.1. The customer assumes full responsibility for the design of the castings. He alone therefore decides the technical specifications which determine all details of the castings to be manufactured.
15.2. Should the customer desire acceptance, the arrangements should be defined in writing at the latest at the time of the confirmation of the order.
15.3. Acceptance by the customer of the foundry’s proposals aimed at improving the specification cannot in any way be construed as a transfer of responsibility to the foundry.
15.4. In case of execution of composite castings or composite castings welded at the foundry, the parties must reach an agreement as to the limitation of each component as well as to the expansion of the composition of the composite zones.
15.5. In the absence of an agreement to the contrary the foundry is only obliged to check the castings by simple visual examination.
15.6. The customer shall expressly accept sample castings and thereby approve the commencement of long-run serial fabrication.
16. Return of Shipment
A return (of parts) of the shipment shall only be possible with the express consent of the foundry. Return of castings manufactured or purchased to order is expressly excluded.
17.1. In case of any complaint by the customer concerning the delivered castings, the foundry reserves the right to examine the castings on the spot.
17.2. DIn case of a liability, the foundry shall, at its sole discretion, either credit to the customer the value of the defective castings, or replace or repair such castings, or have them repaired.
17.3. In order to prevent him from losing his right to the guarantee defined above, the customer is obliged to examine the delivered castings upon arrival, and to immediately notify the foundry in writing of any non-conformance of castings and demand explicitly the replacement or repair of the pieces in question. The guarantee period is 12 months from the delivery date.
18. Exclusion of Further Liability
18.1. All contract violations and legal consequences thereof, as well as all claims by the customer, on whatever grounds, are ruled by the present GCSD. In particular, all claims to damage compensation, price reduction, lost handling costs, cancellation or withdrawal from the contract are excluded. Under no circumstances the customer shall be entitled to claim compensation for damages that are not incurred to the castings actually delivered (product defect damage ) such as breaks in production, loss of use, direct or indirect damages, installation costs or recall costs. This liability exclusion does not apply to illegal purposes (intentions) or grave negligence by auxiliary staff. Further guarantee and/or liability claims by the customer are excluded.
18.2. This exclusion of liability does not apply if it is contrary to a compulsory law (e.g. product liability).
19. Reservation of Title
If finished castings are delivered to the customer before payment of the amount stipulated by the contract, the delivered castings remain the property of the foundry until total payment is effected, insofar as the law of the area where the delivery is effected permits. In particular, the customer authorises the foundry, at the moment of the conclusion of the contract and at the customer’s expense, to inscribe reservation of title in the official registers, books, or analogous documents required by the authorities of the country concerned and to complete all the necessary formalities.
20. Industrial Property Rights
The foundry assumes no responsibility for the execution of orders according to drawings, sketches, or other information provided by the customer. These orders are only filled with the full and entire responsibility of the customer for matters of industrial property rights (patents, patterns and trademarks). The customer shall indemnify the foundry in all cases.
21. Applicable Law/Jurisdiction
The contracts shall be exclusively governed by the substantive laws of the country in which the foundry’s registered office is located, under exclusion of the Vienna United Nations convention on contracts for international sale of goods of April 11, 1980. Jurisdiction for all disputes arising between the foundry and the customer shall be at the place of the foundry’s registered office. The foundry shall also be entitled to file
legal action against the customer at the place of his registered office.