General Terms and Conditions of Sale

Article 1. Scope of application

1.1. These General Terms and Conditions of Sale (hereinafter “GTC”) of the company DUNNER SA (hereinafter “DUNNER”) apply to all contracts concluded between DUNNER and its customers, unless modified or supplemented by written agreement.

1.2. The customer’s purchasing conditions and other commercial terms are not binding on DUNNER, even if not expressly contested. By placing an order, the customer accepts these GTC and expressly waives any claim to their own general terms and conditions.

Article 2. Offers

2.1. Unless otherwise stated, DUNNER’s offers are generally non-binding.

2.2. The prices and discounts stated therein are provided for information purposes at the time of creation and are only valid if the quotation is ordered as offered.

2.3. Delivery times, given in working days, are also subject to stock variations that may occur between the issuance of the offer and its conversion into an order.

Article 3. Publications, information, plans, technical documentation

3.1. The technical values, information, and recommendations contained in all electronic and printed publications of DUNNER are based on the current state of development and knowledge and may be modified at any time.

3.2. Dimensioned drawings, illustrations, and weights indicated in price lists and printed materials are not binding. Binding information is provided on a case-by-case basis upon special request.

3.3. Drawings, diagrams, specifications, mock-ups, models, and other documents remain our exclusive property. They are provided to third parties only for the agreed purpose and must not be used for any other purpose. Copies and reproductions may only be made for the agreed purpose.

3.4. Neither the originals nor the reproductions may be passed on to third parties or made accessible in any way without our express consent. They must be returned to us immediately upon request, along with any copies or duplicates made.

3.5. Copyrights on the documents remain our property.

Article 4. Orders, conclusion of contract, scope of services, cancellation

4.1. A contract between DUNNER and the customer is concluded by the mutual signing of an original contract, failing which by a written order confirmation issued by DUNNER, and, if this is also absent, by delivery.

4.2. Any natural or legal person, upon receipt of the order confirmation, automatically becomes a customer of DUNNER, even if acting only as a billing and paying entity, unless they object in writing within 24 hours of receiving the order confirmation.

4.3. No cancellation may be claimed beyond 24 hours after receipt of the order confirmation.

4.4. For products from third-party suppliers, cancellation fees may already be charged 6 hours after receipt of the order confirmation.

Article 5. Deadlines

5.1. The delivery period runs from the date of our order confirmation. It is deemed met if the product is shipped before or at the expiry of the deadline.

5.2. The delivery period is extended if:

• DUNNER does not receive in time the data required to fulfill the contract or if the customer subsequently modifies them;
• obstacles arise which, despite due care, cannot be avoided by DUNNER, whether they occur at DUNNER, the customer, or a third party. Such obstacles include, for example, significant operational disruptions, accidents, labor disputes, late or incorrect deliveries of necessary raw materials, rejection of important parts, administrative measures or omissions, natural events, and other cases of force majeure.

5.3. In the event that DUNNER fails to meet its deadlines, the customer is only entitled to withdraw from the contract, and only if an additional period of 20 working days could not be set.

5.4. All other rights of the customer related to non-compliance with deadlines, in particular claims for damages, are expressly excluded.

Article 6. Prices

6.1. Unless otherwise stated, all DUNNER prices are in CHF, net and excluding VAT.

6.2. Any costs resulting from special inspections (e.g. recorded measurements) are borne by the customer.

6.3. All additional costs such as insurance, taxes, value added tax, duties, customs duties, fees for permits or certificates are borne by the customer.

Article 7. Payment terms

7.1. Payments must be made at DUNNER’s place of business.

7.2. For international payments, fees are borne exclusively by the payer. Missing amounts will be carried forward as due on subsequent invoices.

7.3. Unless otherwise stated on the order confirmation, the payment term is thirty (30) days net from the invoice date.

7.4. Assignment of receivables is reserved.

7.5. If the customer does not comply with the agreed payment period, they are required, without further reminder, to pay default interest from the due date at the rate applicable in Switzerland for short-term bank loans.

7.6. If the customer fails to pay agreed installments on time, the remaining purchase price becomes immediately due.

7.7. If we become aware of a suspension of payments or a significant deterioration in the customer’s financial situation, we are entitled to demand immediate payment of all outstanding receivables without having to respect any agreed payment deferrals. In such a case, we may require advance payment for products already ordered before proceeding with their delivery.

7.8. Payment deadlines must also be observed when transport, delivery, or acceptance of the product has been delayed or prevented by circumstances for which DUNNER SA is not responsible.

7.9. Retention or reduction of payments due to complaints, claims, or counterclaims by the customer not recognized by DUNNER SA are not valid.

Article 8. Packaging and delivery

8.1. Unless otherwise stated on the order confirmation, goods are delivered EXW Moutier, Incoterms®2020, packaging not included. A contribution to shipping and/or packaging costs is charged for each delivery made.

8.2. Unless otherwise agreed at the time of ordering, partial deliveries are permitted. The customer is not entitled to refuse partial deliveries. Partial deliveries are equivalent to standard deliveries in terms of payment obligations, transfer of risk and benefits, and warranty obligations.

8.3. Unless otherwise instructed by the customer, we reserve the right to determine the type of shipment, the route, and the carrier. The carrier and delivery method are indicated on each order confirmation and related documents.

8.4. Benefits and risks pass to the customer according to the Incoterms®2020 specified on the order confirmation and related documents. This also applies when using our own means of transport.

8.5. If shipment is delayed for reasons for which DUNNER SA is not responsible, the product is stored at the customer’s expense and risk.

8.6. It is the customer’s responsibility to insure the product against all risks. Even if insurance is arranged by DUNNER SA, it is deemed concluded in the name of the customer.

Article 9. Inspection of deliveries and services, complaints for defects and returns

9.1. Immediately after receiving a delivery from DUNNER, the customer must check for visible damage and, if applicable, note it directly on the delivery note copy to be returned.

9.2. Within 10 days of delivery, but in any case before using the product, the customer must carry out a full inspection of the goods and report any defects in writing to DUNNER.

9.3. In the absence of a written complaint within the specified time, the delivery and products are deemed accepted.

Article 10. Warranty

10.1. We warrant that the products are free from defects in accordance with the applicable technical knowledge.

10.2. Obvious defects must be reported to us in writing without delay, but no later than 10 working days after delivery, failing which any claims in this regard are excluded.

10.3. DUNNER may, upon request, require the return of the product subject to a complaint.

10.4. If the complaint is made within the deadline and is justified, we will either repair the defective items or replace them with defect-free products as quickly as possible.

10.5. Any other claims by the customer, within the limits permitted by law, are excluded, in particular claims:

• for rescission, price reduction, or damages;
• for compensation for defects resulting from improper storage and handling, lack of care, accidents, force majeure, normal or natural wear and tear, as well as failure to comply with the “product and usage instructions” provided by DUNNER or improper work carried out by a third party;
• for compensation of consequential damages, loss of use, loss of profits, etc. resulting from the use or defects of products and services supplied by DUNNER, as well as damage to materials not supplied by DUNNER, as well as reimbursement of replacement costs, including dismantling and reassembly costs, costs for determining the cause of damage, and expert assessment costs.

10.6. The warranty provided by DUNNER is strictly conditional upon the customer’s full payment of the agreed amounts.

10.7. The warranty is excluded:

• if a defect is not reported in writing within the specified time;
• if explicit instructions from DUNNER are not followed;
• if, without DUNNER’s written consent, modifications and/or repairs have been carried out by a third party on the delivered products.

Article 11. Returns

11.1. Returns are only accepted in exceptional cases and always subject to DUNNER’s prior written approval.

11.2. A return request must be submitted in writing within 10 working days following delivery.

11.3. Returns are only possible upon presentation of the delivery note and provided that the products are:

• in the original supplier’s sealed and complete packaging;
• in perfect condition, having suffered no damage, alteration, or wear.

11.4. A return may be refused if:

• the conditions of point 11.3 are not met;
• the product has been custom-made or is too specific (special bore, options, made-to-order type, etc.);
• the original supplier refuses to take back the product.

11.5. DUNNER reserves the right to charge an amount of CHF 25.– per item as administrative fees if there are indications that the integrity and precision of the returned product may have been compromised.

11.6. We reserve the right to reduce the credit note if the products do not meet the conditions listed above.

11.7. DUNNER has no contractual obligation in the event of returns made without prior authorization.

Article 12. Limitation of liability

12.1. DUNNER’s contractual and non-contractual liability is limited to damages resulting from intentional misconduct or gross negligence.

12.2. Conversely, any contractual and non-contractual liability of DUNNER in cases of slight or ordinary negligence is expressly excluded within the limits permitted by law. This exclusion applies in particular, regardless of the legal basis, to material and financial damages and those resulting from delay, as well as indirect or consequential damages, loss of profit, loss of revenue, and unrealized savings, etc.

12.3. Furthermore, DUNNER’s liability for any fault committed by auxiliary personnel is expressly excluded.

Article 13. Data protection

13.1. DUNNER processes data confidentially and in accordance with the provisions of the applicable Swiss Federal Act on Data Protection (FADP). Data may only be disclosed to third parties to the extent that we have been authorized in writing by the customer or are required to do so by law.

13.2. When you place an order, we store and process your personal data, in particular for the execution and management of your orders or for support and marketing purposes. For this purpose, DUNNER may use third parties (e.g. carriers and payment providers), ensuring in particular that any personal data transmitted during the selection of such service providers is, where possible, anonymized and processed exclusively within the scope of contractual necessity and not disclosed to third parties.

13.3. When using credit card payment, the privacy policy of the respective payment provider shall prevail.

13.4. The Customer may revoke the use of their personal data at any time, in whole or for specific purposes (e.g. for advertising).

13.5. Further information, including all data used by our website, including regarding service providers and subcontractors, can be found in the privacy policy (www.dunner.ch/RGPD).

Article 14. Amendment of the GTC

14.1. DUNNER reserves the right to amend these GTC at any time.

Article 15. Applicable law, place of performance, jurisdiction

15.1. All contracts concluded between DUNNER and the customer are governed exclusively by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention). The place of performance is Moutier.

15.2. The place of jurisdiction is, at DUNNER’s discretion, Moutier, the customer’s registered office, or any other competent jurisdiction.

Last updated: January 2021