General Conditions of Sales and Delivery

1. General principles

1.1 These General Conditions of Sales and Delivery (“Conditions”) form an integral part of every offer, order confirmation, delivery, and service supplied by Grünig-SignTronic AG (“Grünig-SignTronic”, “we”, “us”). Deviating terms of the customer shall only apply if expressly accepted by us in writing.

1.2 Agreements and legally binding declarations are valid only if confirmed in writing or in electronic form by authorised representatives of Grünig-SignTronic.

1.3 In addition to these Conditions, the specific provisions contained in the order confirmation, the technical specifications, and any project-specific agreements apply. In the event of conflict, those specific provisions take precedence over these Conditions.

2. Offers and contract conclusion

2.1 Our quotations remain non-binding unless a validity period is explicitly stated. A contract is concluded once the customer receives our written order confirmation.

2.2 Any subsequent amendments or additions requested by the customer require our written acceptance and may affect price, lead time, and scope.

3. Scope of delivery and services

3.1 The scope of supply is defined in the order confirmation. Deliveries or services not expressly listed will be invoiced separately.

3.2 We may implement design or component adjustments that improve function, safety, or maintainability, provided that the agreed performance is not materially affected.

4. Technical documentation

4.1 Catalogues, brochures, drawings, and other documentation serve as orientation only unless expressly identified as binding.

4.2 We reserve the right to update designs. Dimensional or performance deviations from previously supplied documentation are permissible where the intended use of the system is preserved.

4.3 Documentation, software, and know-how provided by us remain our intellectual property. They may not be copied, disclosed, or used beyond the agreed project without written consent.

4.4 For software delivered with our equipment, the customer receives a non-exclusive, non-transferable right to use the software on the designated equipment and for its intended operation. There is no entitlement to delivery of the source code. Deviating or supplementary provisions of separate licence, software maintenance, or support agreements take precedence.

5. Regulations at the place of installation

The customer shall inform us in writing, at the latest with the purchase order, about mandatory statutory or normative requirements applicable at the installation site (for example safety rules, environmental provisions, customs regulations, or import licences). Delays or additional costs arising from missing or late information are borne by the customer.

6. Prices

6.1 Prices are quoted in Swiss francs (CHF) unless agreed otherwise. They are net, FCA Schwarzenburg, Switzerland (Incoterms® 2020), excluding packaging, freight, insurance, commissioning, taxes, duties, and installation.

6.2 If cost drivers such as raw materials, wages, or exchange rates change significantly between order confirmation and delivery and the delay is not attributable to us, we may adjust prices accordingly after consultation with the customer.

7. Payment terms

7.1 Unless otherwise agreed, payments shall be made by bank transfer without deduction to the bank account indicated on our invoice. In exceptional cases, payment may also be made by means of an irrevocable, confirmed letter of credit.

7.2 Payments shall be credited to our account free of charges, taxes, or fees. Set-off against counterclaims is governed by clause 8.2.

7.3 If the customer defaults on payment, default interest of 6% p.a. becomes due without prejudice to additional damages. We may suspend outstanding deliveries and services until full payment is received.

8. Assignment and set-off

8.1 The customer may not assign contractual rights or obligations to third parties without our prior written approval.

8.2 The customer’s right to set off against our claims is excluded except for legally established or undisputed claims.

9. Transfer of risk

Risk passes to the customer upon handover to the first carrier in accordance with the agreed Incoterms® clause (default: FCA Schwarzenburg). If shipment is delayed at the customer’s request, risk transfers when the goods are ready for dispatch.

10. Retention of title

10.1 Delivered goods remain our property until all claims arising from the business relationship have been settled in full.

10.2 We are authorised to register the retention of title in the relevant public registry. The customer shall support us in protecting our ownership rights and inform us immediately of any third-party access.

11. Delivery period

11.1 Delivery periods begin on the date of our order confirmation, provided all commercial and technical clarifications have been completed and agreed advance payments have been received.

11.2 Delivery periods are extended appropriately if:

• customer information, approvals, or supplied components are missing or delayed;
• contractual payments are not received when due;
• circumstances beyond our control occur (force majeure), such as natural disasters, pandemics, war, labour disputes, shortages of materials or energy, or failures of sub-suppliers.

12. Delay and remedies

12.1 If we foresee an unavoidable delay, we will notify the customer and propose a revised schedule. The customer shall grant a reasonable grace period.

12.2 Penalties require a prior written agreement. Any agreed penalty represents the customer’s exclusive remedy for delay; further claims for damages are excluded to the extent permitted by law.

12.3 If delivery does not take place after expiry of the grace period for reasons attributable to us, the customer may withdraw from the contract with respect to the delayed portion. Partial deliveries duly provided must be paid.

13. Delivery, transport, and insurance

13.1 Packaging is executed with due care and invoiced at cost. Packaging material will be taken back only upon prior agreement.

13.2 Unless otherwise agreed, freight and transport insurance are arranged by the customer. Transport damages must be reported immediately to the carrier with a written record and forwarded to us.

13.3 Export control requirements, import permits, and customs duties are the customer’s responsibility unless expressly assigned to us.

14. Inspection and acceptance

14.1 The customer shall inspect the delivery promptly after receipt and notify us in writing of any defects within ten calendar days. Hidden defects must be reported immediately after discovery.

14.2 In the absence of timely notification, the delivery is deemed accepted.

15. Warranty and liability

15.1 We warrant that our products are free from material and manufacturing defects and conform to the specifications confirmed in writing.

15.2 The warranty period is twelve (12) months from the date of invoice.

15.3 The warranty covers repair or replacement, at our discretion, of defective components during the warranty period. Removed parts become our property. Further claims of the customer based on defects, in particular rescission of the contract or reduction of the price, are excluded to the extent permitted by law.

15.4 The warranty lapses if the customer or third parties modify or repair the equipment without our approval, if the equipment is operated outside the intended use, or if maintenance requirements are disregarded.

15.5 Consumables, normal wear, damage caused by unsuitable operating materials (including chemicals), improper storage, or external influences are excluded from the warranty.

15.6 We are liable for direct damages only in cases of gross negligence or wilful misconduct. All other claims, including compensation for consequential loss, loss of production, or loss of profit, are excluded to the extent permitted by law. Mandatory product liability provisions remain unaffected.

16. Exclusion of international sales law

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

17. Governing law

Swiss substantive law applies exclusively, excluding conflict-of-law rules.

18. Place of jurisdiction

The exclusive place of jurisdiction is Schwarzenburg, Canton of Bern, Switzerland. However, we are entitled to bring actions against the customer at the customer’s registered office as well.

19. Final provisions

19.1 Changes and amendments to these Conditions must be made in writing.

19.2 If individual provisions are or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The parties shall replace any invalid clause with a legally permissible provision that comes as close as possible to the economic purpose.

19.3 These Conditions are available in German and English. In the event of discrepancies, the German version prevails.

20. Contact

Questions regarding these Conditions may be directed to us through our contact page.