1. These General Conditions of Supply shall apply to all offers, deliveries and services of Phoenix Mecano Solutions AG, Hofwisenstrasse 6, CH-8260 Stein am Rhein, Switzerland, vis-à-vis customers, provided that their application has been agreed. They shall apply exclusively in business dealings with companies, legal entities under public law or comparable professional market participants.
2. Any general terms and conditions, purchase terms or other contractual terms of the customer which conflict with, supplement or deviate from these Conditions shall not apply unless the Supplier has expressly agreed to their application in writing or in text form. This shall also apply where the Supplier performs deliveries or services without reservation in the knowledge of deviating customer terms.
3. Individual agreements, framework agreements, project agreements, service agreements or quality assurance agreements shall take precedence over these Conditions. These Conditions shall also apply to future business relationships with the customer, provided that they have been validly incorporated.
1. Offers made by the Supplier shall be subject to change and non-binding unless expressly designated as binding. Orders or commissions placed by the customer shall constitute a binding contractual offer. A contract shall only come into effect upon written order confirmation, or confirmation in text form, by the Supplier or upon performance of the delivery or service.
2. The Supplier's order confirmation shall be decisive for the scope, execution and specification of the delivery or service; in the absence of such order confirmation, the Supplier's offer shall be decisive. Information contained in catalogues, drawings, illustrations, dimensions, weights, CAD data, data sheets or other documents shall only be binding where expressly agreed as binding.
3. The Supplier shall be entitled, within reasonable limits, to make changes to design, execution, specification, packaging, delivery date or technical development, provided that such changes are required due to statutory requirements, technical developments, production-related requirements or in order to maintain deliverability, and provided that the agreed function or the agreed purpose of the products or services is not materially impaired thereby. The Supplier shall inform the customer in good time of any material additional costs or postponements resulting therefrom.
4. The Supplier shall not assume any procurement risk in respect of preliminary services, raw materials, components or supplies from third parties unless expressly agreed otherwise.
1. The customer shall inform the Supplier in good time, fully and accurately, of all technical, regulatory, official and other requirements at the place of destination, insofar as such requirements are relevant to the delivery, use, further processing, import, export, placing on the market, disposal or other utilisation of the products or services.
2. The customer shall be responsible for verifying whether the products or services are suitable for the purpose intended by it, for installation, resale or combination with other products, unless the Supplier has expressly warranted a particular suitability in writing.
3. If the customer breaches its information or cooperation obligations, delivery and performance periods shall be extended by a reasonable period. The customer shall reimburse the Supplier for the reasonable additional costs incurred as a result and, to the extent permitted by law, indemnify the Supplier against third-party claims, official proceedings, fines, recall costs, reasonable legal defence costs and other expenses, insofar as these are based on incomplete, incorrect or delayed information provided by the customer.
1. Delivery and performance periods shall only be binding if expressly confirmed as binding by the Supplier in writing. Periods shall not commence before all commercial and technical matters have been clarified and the customer has fully complied with its required cooperation obligations.
2. Delivery and performance periods shall be extended by a reasonable period if impediments occur which are beyond the Supplier's sphere of responsibility. This shall include, in particular, natural events, war, mobilisation, civil unrest, epidemics, pandemics, industrial action, substantial operational disruptions, energy or raw material shortages, transport disruptions, cyber incidents, official measures and delayed, defective or absent self-supply by suppliers, provided that the Supplier is not responsible for such circumstances.
3. The Supplier shall inform the customer of material delays. Partial deliveries and partial services shall be permitted provided that they are reasonable for the customer.
4. If an impediment to performance within the meaning of this section lasts for more than ninety days, or if continuation of the contract is unreasonable for the affected party for such reason, either party shall be entitled to withdraw from the affected contract, in whole or in part. Payment claims already accrued for deliveries or services performed shall remain unaffected.
1. Unless a specific place of performance has been agreed or follows from the nature of the transaction, delivery shall be effected by making the products available at the Supplier's registered office or warehouse. The Supplier shall determine the method of dispatch, dispatch route, packaging and transport company at its reasonable discretion, unless otherwise agreed.
2. Risk shall pass to the customer as soon as the products have been made available to, or handed over to, the customer or, in the case of dispatch, handed over to the forwarding agent, carrier or other person designated to carry out the dispatch. In the case of deliveries involving assembly, installation or commissioning, risk shall pass upon acceptance or, where the customer unjustifiably refuses acceptance, upon occurrence of the deemed acceptance.
3. Title to the delivered products shall remain with the Supplier until all claims arising from the relevant business relationship have been paid in full. The customer shall not be entitled to pledge goods subject to retention of title or transfer them by way of security. The customer shall notify the Supplier without undue delay of any third-party access to goods subject to retention of title.
4. The customer shall be entitled to resell goods subject to retention of title in the ordinary course of business. To the extent permitted by applicable law, the customer hereby assigns to the Supplier, by way of security, the claims arising from such resale; the Supplier accepts such assignment. To the extent that a retention of title, advance assignment or other security right requires registration, entry in a register or any other act of cooperation under the law of the country of destination, or is not effective or is effective only to a limited extent, the customer undertakes to issue all declarations, provide all documents and perform all acts of cooperation without undue delay which are required for the effectiveness of such security rights or for the creation of equivalent security rights.
1. Unless otherwise agreed, prices shall be net prices in Swiss francs ex works or ex warehouse, plus value added tax, packaging, transport, insurance, customs duties, charges, permits, notarisation, installation, commissioning, training and application support.
2. Invoices shall be due and payable without deduction within 30 days of the invoice date, unless otherwise agreed. In the event of late payment, the customer shall owe default interest of eight per cent per annum from the due date without the need for a reminder; the Supplier's right to claim further damages shall remain reserved.
3. If the customer causes delays in the performance of the contract, or if cost factors for which the Supplier is not responsible materially change after conclusion of the contract, in particular material prices, energy prices, labour costs, transport costs, customs duties or public charges, the Supplier shall be entitled to adjust the prices to a reasonable extent, provided that this is reasonable for the customer.
4. The customer may only set off claims or exercise rights of retention on the basis of counterclaims which are undisputed, have been finally determined by a court or have been acknowledged by the Supplier. Mandatory statutory rights of the customer shall remain unaffected.
5. If, after conclusion of the contract, circumstances become known to the Supplier which give rise to doubts as to the customer's solvency or creditworthiness, the Supplier shall be entitled to require advance payment, reasonable security or delivery against payment. If the customer fails to provide security within a reasonable period despite being requested to do so, the Supplier may withdraw from the contract and claim damages.
1. The customer shall inspect the delivered products and services without undue delay after receipt in the ordinary course of business, in particular as regards identity, quantity, obvious defects, transport damage and accompanying documents. Obvious defects shall be notified in writing or in text form without undue delay and, at the latest, within five working days of receipt. Hidden defects shall be notified in writing or in text form without undue delay and, at the latest, within five working days of discovery.
2. If the customer fails to carry out the proper inspection or to give notice of defects, the products and services shall be deemed approved to that extent, unless the defect concerned was not detectable upon proper inspection. Products and services shall also be deemed accepted as being in conformity with the contract; in the case of work, assembly, installation or commissioning services, they shall be deemed accepted if no notice of defects is received within ninety days after delivery or performance, or if they are commercially used for more than twenty working days, unless the customer is entitled to refuse approval or acceptance due to a material defect.
3. The Supplier warrants that its products and services comply with the expressly warranted characteristics. The Supplier shall owe any further suitability for specific purposes only to the extent that the customer notified the intended purpose of use in writing prior to conclusion of the contract and the Supplier expressly confirmed such suitability in writing.
4. Defects, errors or disruptions for which the Supplier is not responsible shall be excluded from liability for defects, in particular natural wear and tear, force majeure, improper handling, defective installation, interventions by the customer or third parties, excessive use, unsuitable operating materials, unstable power supply, unsuitable environmental conditions or combination with products or systems not approved by the Supplier.
5. In the event of material defects, the customer shall first grant the Supplier a reasonable period for remedying the defect. The Supplier shall be entitled, at its own discretion, to remedy the defect or to make a replacement delivery. The remedy shall be carried out, at the Supplier's discretion, at the Supplier's premises or at the customer's premises. The customer shall grant the required access and provide the required cooperation. Replaced parts shall become the property of the Supplier.
6. If remedying the defect fails or is unreasonable for the customer, the customer may request a reasonable reduction in price. Termination or rescission of the contract shall only be available in the event of a material defect if acceptance or further use of the products or services is unreasonable for the customer.
7. The warranty period shall be twelve months from the passing of risk or acceptance. For replaced or repaired parts, the warranty period for such parts shall recommence upon completion of the remedy and shall be six months, but at least until expiry of the original warranty period. Mandatory statutory limitation periods shall remain unaffected.
8. If the customer requests remedy of a defect although no defect actually exists and the Supplier incurs inspection, documentation, travel, transport or administrative expenses as a result, the Supplier shall be entitled to claim reasonable reimbursement of such expenses. The customer shall remain entitled to prove that no expense, or substantially lower expense, was incurred.
1. Where the subject matter of the contract comprises enclosures, enclosure parts, mechanically machined components, electronic or electromechanical components, surface-treated parts or customer-specific assemblies, drawings, CAD data, specifications, tolerance requirements, material, surface, protection class, EMC, shielding and other technical requirements shall constitute binding specifications only to the extent expressly agreed.
2. Visual deviations, minor dimensional deviations or production-related tolerances shall not constitute a defect, provided that they do not breach the agreed specification, do not impair the contractually intended use and are customary in the relevant industry or production process. Where coatings or surface treatments have been agreed, the relevant technical standards shall apply unless otherwise agreed.
3. The customer shall be entitled to one copy of the user documentation in the Supplier's standard version. The Supplier may charge separately for additional copies or documentation in languages not already available. Mandatory statutory documentation obligations shall remain unaffected.
4. Software, work results, know-how, data carriers and documentation may be used by the customer only within the scope of the agreed licence terms or, in the absence of such terms, exclusively together with the relevant products. Any independent sale, distribution, reproduction, editing, extension or other use shall be permitted only with the Supplier's express consent.
5. All copyrights, industrial property rights, know-how rights and other rights in software, work results, technical documents, documentation and know-how shall remain with the Supplier or its licensors. The customer shall take appropriate measures to protect such items against unauthorised access, loss or misuse.
1. Tools, moulds, fixtures, inspection equipment, programs, data sets, samples, prototypes and other operating equipment developed, procured, manufactured or provided by the Supplier shall remain the property of the Supplier unless expressly agreed otherwise. This shall also apply where the customer makes full or partial cost contributions in respect thereof.
2. The customer may use tools, moulds or operating equipment made available to it only for the agreed purposes. It shall treat them with due care, protect them appropriately against loss, damage, third-party access and unauthorised use, and return them without undue delay at the Supplier's request.
3. Maintenance, servicing, proper storage, insurance, return, segregation or scrapping shall be governed by the relevant agreement. In the absence of such agreement, the Supplier shall decide, after reasonable prior information of the customer, on the further use, storage or disposal, unless mandatory rights of the customer prevent this.
1. The Supplier shall be liable in accordance with the statutory provisions for damage caused by wilful misconduct or gross negligence on the part of the Supplier, for culpable injury to life, limb or health, and in cases of mandatory statutory liability, in particular under applicable product liability law.
2. In all other respects, the Supplier's liability shall, to the extent permitted by law, be limited to the typical, foreseeable direct loss under the contract. Liability for production stoppages, loss of profit, loss of use, loss of contracts, reputational damage, loss of data or other indirect or consequential loss shall be excluded to the extent permitted by law.
3. Unless liability is mandatorily unlimited pursuant to Clause X.1, the Supplier's liability for claims for damages arising from defects shall be limited to twenty per cent of the value of the defective delivery. Further mandatory statutory rights shall remain unaffected.
4. Where the Supplier maintains liability insurance or product liability insurance, the scope of such insurance shall be determined exclusively by the relevant insurance contract. An obligation to maintain a specific amount of insurance cover shall exist only where expressly agreed.
5. If persons are injured, property is damaged or official measures are triggered by acts or omissions of the customer, its customers or its auxiliary persons, and the Supplier is held liable as a result, the customer shall, to the extent permitted by law, indemnify the Supplier against third-party claims, official measures, reasonable legal defence costs and other expenses.
6. If there are indications of product-related safety risks, defects or regulatory non-conformities, the parties shall inform each other without undue delay and coordinate the measures required. Recalls, field actions or customer notifications shall, where possible, be carried out in mutual coordination. The costs shall be borne by the party within whose sphere of responsibility the cause lies.
1. The Supplier warrants that the delivered products comply with those statutory, official and technical requirements which apply to their manufacture, placing on the market, making available on the market, installation, further processing or use in the agreed country of destination, insofar as such requirements relate to the scope of delivery and performance owed by the Supplier.
2. The Supplier shall ensure compliance, where applicable and legally required, with applicable substance, product and product safety law, in particular REACH, RoHS, relevant product safety law, electrical and electronic equipment law, battery and packaging law and applicable requirements relating to extended producer responsibility.
3. Where delivered articles contain declarable substances, the Supplier shall inform the customer to the extent required by law and provide the legally required information for safe use. Upon request, the Supplier shall provide the customer with conformity evidence, test reports, material declarations, safety data sheets and other regulatory documents available in the ordinary course of business, insofar as the Supplier is legally or contractually obliged to do so.
4. The customer shall be responsible for the legally compliant use, import, export, transfer, further processing, marking, registration, notification, take-back, recovery and disposal of the products, insofar as such obligations arise from its role as importer, trader, distributor, installer, further processor, person placing the products on the market or operator. To the extent permitted by law, the customer shall indemnify the Supplier against corresponding obligations, costs and third-party claims.
5. After the end of use, the customer shall dispose of the delivered products properly at its own cost or validly pass on corresponding obligations to its customers, to the extent permitted by law. Mandatory public-law obligations of the Supplier shall remain unaffected.
1. The customer is hereby advised that the export, re-export, transfer, onward supply or use of the delivered products, software, information and documentation may be subject to authorisation, restriction or prohibition under the applicable laws of Switzerland, the European Union, the United States of America, the United Nations or other relevant jurisdictions.
2. The customer undertakes to comply with all applicable export control, customs, foreign trade, embargo and sanctions regulations. In particular, it shall ensure that products, software, information or documentation are not used for prohibited or authorisation-requiring military, armaments-related, nuclear, weapons-related or other unlawful purposes unless the required authorisations have been obtained.
3. Before any onward supply to third parties, the customer shall verify and ensure that this does not infringe any embargoes, sanctions lists, anti-circumvention prohibitions or other foreign trade restrictions. It shall impose corresponding obligations on its sub-suppliers and customers to an appropriate extent.
4. Upon request, the customer shall provide the Supplier without undue delay with all information required for export control, customs, foreign trade or sanctions checks, in particular information on the end recipient, end use, purpose of use, country of destination and any applicable restrictions. The Supplier shall be entitled to suspend performance of the contract for as long as there are reasonable doubts as to the permissibility of the delivery or service.
5. If performance of the contract becomes impossible, unlawful or unreasonable due to applicable export control, customs, foreign trade, embargo or sanctions regulations, the Supplier shall be entitled to withdraw from the contract. To the extent permitted by law, the customer shall indemnify the Supplier against all claims, damage, costs, fines, official measures and reasonable legal defence costs arising from a breach by the customer of the foregoing obligations.
1. The Supplier is committed to the Code of Conduct of the Phoenix Mecano Group. The customer undertakes, in the course of its business activities, to comply with all applicable statutory provisions and to act in a legally and ethically responsible manner.
2. In particular, the customer undertakes to comply with applicable provisions relating to anti-corruption, competition law, anti-money laundering, sanctions, export control, data protection, occupational health and safety, human rights, environmental and product safety, as well as supply chain and sustainability requirements.
3. If there are specific indications of a serious breach by the customer of statutory, regulatory, compliance-related or product-related obligations, the parties shall first coordinate appropriate remedial measures. If a material breach is not remedied despite a request to do so and the expiry of a reasonable period, or if continuation of the business relationship is unreasonable, the Supplier shall be entitled to refuse further performance of the contract or to withdraw from the contract.
1. The parties shall treat as confidential any confidential information of the other party which is neither generally known nor publicly accessible and shall use such information only for the performance of the relevant contractual relationship. The parties shall take appropriate measures to protect confidential information against unauthorised access, loss or misuse.
2. The confidentiality obligation shall not apply to information which was already lawfully known to the receiving party, becomes publicly known without breach of any confidentiality obligation, was lawfully received from third parties, or must be disclosed pursuant to statutory, official or judicial order. The confidentiality obligation shall continue for five years after termination of the relevant contractual relationship, unless mandatory statutory or contractual obligations require longer confidentiality.
3. The parties shall comply with the applicable data protection provisions, in particular Swiss data protection law and, where applicable, the General Data Protection Regulation of the European Union. Each party shall, in principle, be responsible for the processing of personal data carried out by it for its own purposes. The Supplier shall be entitled to process personal data of the customer, its employees or other contact persons in the context of contract performance and, insofar as necessary for this purpose, to disclose such data to affiliated companies of the Phoenix Mecano Group and to service providers engaged by it.
4. Where one party processes personal data on behalf of the other party, or where another data protection agreement is required, the parties shall enter into the necessary agreements prior to the commencement of processing. Each party shall bind its employees and agents to confidentiality and shall implement appropriate technical and organisational measures.
5. The parties shall implement appropriate technical and organisational measures to protect business, contractual and personal data against unauthorised access, loss, alteration, disclosure or misuse. Security incidents, personal data breaches or other events which may materially impair the confidentiality, integrity or availability of contract-related data shall be notified to the other party without undue delay, insofar as that party's data or legitimate interests may be affected.
Should any provision of these Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. The statutory provision shall apply in place of the invalid or unenforceable provision.
1. All contracts, deliveries, services and these Conditions shall be governed by substantive Swiss law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be Stein am Rhein, Switzerland. The Supplier shall, however, also be entitled to bring claims at the customer's registered office or before any other court having statutory jurisdiction.
Phoenix Mecano Solutions AG
Hofwisenstrasse 6
CH-8260 Stein am Rhein
As of July 2026
