GENERAL TERMS AND CONDITIONS OF SUPPLY (GTC)

1. General

1.1. The contract shall be deemed to have been entered into upon receipt of the supplier’s written order confirmation accepting the order.
Tenders that do not stipulate an acceptance period are deemed non-binding offers.

1.2. These General Terms and Conditions of Supply shall be binding if declared applicable in the tender or order confirmation. Any conditions stipulated by the customer that contradict these GTC shall only be valid if expressly acknowledged by the supplier in writing.

1.3. All agreements and legally relevant declarations of the parties must be in writing to be valid. “In writing” also includes electronic form (e.g. e-mail, PDF documents, or electronic signature), unless mandatory law requires a handwritten signature.

1.4. Should any provision of these GTC prove to be wholly or partly invalid, the parties shall jointly seek an arrangement having a legal and economic effect as similar as possible to the invalid provision.

2. Scope of supplies and services

2.1. The supplies and services are exhaustively specified in the order confirmation and its appendices.

3. Technical documents

3.1. Unless otherwise agreed, brochures and catalogues are not binding. Data in technical documents are only binding if expressly stipulated as such.

3.2. Each party retains all rights to technical documents, drawings, calculations, models, and other data provided to the other. The receiving party recognises these rights and shall not, without the prior written consent of the owner, copy, reproduce, disclose, or make them available to third parties, nor use them for any purpose other than that for which they were provided. All such documents shall remain the property of the providing party and shall be returned upon request or upon termination of the contract.

4. Regulations in force and safety devices

4.1. The customer shall, at the latest when placing the order, draw the supplier’s attention to standards and regulations applicable to execution, operation, and personnel safety.

4.2. Unless otherwise agreed, the supplies and services shall comply with the standards and regulations at the place of business of the customer about which the supplier has been informed. Additional or other safety devices shall be supplied only if expressly agreed.

5. Prices

5.1. All prices are net, ex-works (EXW) Baden-Württemberg, Germany, or another delivery point confirmed by Longday AG, in EUR or CHF as specified in the order confirmation, excluding packing and without any deduction whatsoever. Any and all additional charges — such as freight, insurance, export, transit, import permits, and certifications — shall be borne by the customer. The customer shall also bear any taxes, levies, and duties, or refund them to the supplier against evidence. Prices exclude VAT, which shall be charged if applicable.

5.2. The supplier reserves the right to adjust prices if wage rates, raw material costs, or exchange rates vary between the tender date and performance of the contract. If currency fluctuations exceeding ±5 % occur between the date of order confirmation and payment, the supplier shall be entitled to adjust the prices accordingly, following the attached price-adjustment clause or, if none is agreed, a reasonable calculation based on verifiable cost changes.

5.3. The minimum order value (net goods value without logistics) is EUR 100.–.

6. Terms of payment

6.1. Payments shall be made to the supplier’s domicile in accordance with the payment terms stated in the quotation or order confirmation, without deduction for cash discount, expenses, taxes, levies, or duties.

6.2. Payment conditions may vary by country, customer, or project and shall be binding as confirmed in writing by the supplier. All bank and transaction charges arising from the chosen payment method are borne by the customer.

6.3. A payment shall be deemed effected once the invoiced amount is freely available to the supplier at its domicile in the agreed currency, without restriction or deduction.

6.4. Payment dates shall remain binding even if dispatch, delivery, or acceptance of the goods is delayed for reasons beyond the supplier’s control.

6.5. In the event of late payment, interest of 5 % above the current base rate of the Swiss National Bank (SNB) shall apply from the due date without reminder. The supplier reserves the right to claim further damages and to suspend deliveries or performance until full payment is received.

7. Reservation of title

7.1. The supplier remains the owner of all supplies until full payment of the purchase price has been received.

7.2. The customer shall cooperate in any measures necessary for the protection of the supplier’s title, particularly in connection with registration or notification of the reservation of title in public registers, at the customer’s cost.

7.3. During the period of retention, the customer shall maintain and insure the supplied goods at its own expense for the benefit of the supplier and shall ensure that the supplier’s ownership rights are not prejudiced or impaired.

8. Delivery time

8.1. The delivery time begins once the contract has been entered into, all official formalities (import, export, transit, or payment permits) are completed, all payments due with the order have been made, any agreed securities have been provided, and all technical details have been clarified.

8.2. Compliance with the delivery time is subject to the customer’s fulfilment of its contractual obligations, in particular the timely provision of required information, approvals, and materials.

8.3. The supplier shall inform the customer without undue delay of any circumstances that may lead to a delay in delivery, including the expected duration of such delay.

8.4. The delivery time shall be reasonably extended in the event of delays beyond the supplier’s control, including but not limited to natural disasters, epidemics or pandemics, mobilisation, war, terrorism, energy shortages, cyber incidents, governmental actions, transport delays, or other force majeure events.

8.5. If the customer proves a delay due to supplier fault, it may claim liquidated damages. Such damages shall not exceed 0.5 % of the price of the delayed portion per full week of delay, up to a maximum of 5 % of the affected portion of the contract value. No damages are payable for the first two weeks of delay.

8.6. If a specific delivery date is agreed, it corresponds to the last day of the delivery period. Clauses 8.1 to 8.5 apply accordingly.

8.7. Beyond the rights set out above, the customer shall have no further claims for delay, except in cases of gross negligence or wilful misconduct on the part of the supplier.

9. Packing

9.1. Packing is charged separately and is not returnable unless declared supplier property. If returned, carriage shall be prepaid by the customer.

10. Passing of benefit and risk

10.1. Benefit and risk shall pass to the customer when the goods leave the supplier’s works.

10.2. If dispatch is delayed at the customer’s request or for reasons beyond the supplier’s control, risk passes at the originally scheduled time; storage and insurance costs are borne by the customer.

11. Forwarding, transport and insurance

11.1. Transport is at the customer’s expense and risk. Any transport claims must be filed immediately with the carrier upon receipt.

11.2. The customer is responsible for taking out insurance against any transport, storage, or handling risks.

12. Inspection and Acceptance

12.1. The supplier shall inspect the supplies before dispatch in accordance with standard practice. If the customer requires additional testing, this must be agreed separately and shall be at the customer’s expense.

12.2. The customer shall inspect the goods immediately upon receipt and notify the supplier in writing without undue delay of any defects. Failing such notice, the goods shall be deemed accepted.

12.3. If defects are duly notified, the supplier shall remedy them as soon as possible, and the customer shall allow the supplier reasonable opportunity to do so.

12.4. A formal acceptance test shall take place only if expressly agreed in writing. In that case, both parties shall prepare and sign an acceptance report indicating whether acceptance was granted or refused and listing any defects.
Minor deviations that do not affect functionality shall not justify refusal of acceptance; such deviations will be corrected promptly by the supplier.

12.5. Acceptance shall also be deemed to have occurred if:

the customer refuses acceptance without justification,
the customer fails to attend an agreed acceptance test,
or the customer puts the supplies or services into operation.

12.6. Defects of any kind shall not entitle the customer to rights or claims other than those expressly stated in Clauses 12 and 13 (Guarantee and Liability for Defects).

13. Warranty / Guarantee

13.1. Warranty period
The warranty period shall be 24 months from the date of dispatch or taking-over, whichever occurs first.
If dispatch or taking-over is delayed for reasons beyond the supplier’s control, the warranty shall expire no later than 24 months after readiness for dispatch.

13.2. Scope of warranty
The supplier undertakes, at its discretion, to repair or replace any parts that are proven to be defective due to faulty material, design, or workmanship.
Replaced parts shall become the property of the supplier.
Costs exceeding normal transport or dismantling are borne by the customer.

13.3. Exclusions
The warranty covers only manufacturing and material defects. It excludes:
• Normal wear parts and consumables;
• Damage caused by improper use, maintenance, storage, or overload;
• Defects arising from unsuitable materials or influence outside the supplier’s control.

13.4. Premature expiry
The warranty expires prematurely if the customer or a third party performs unauthorised repairs, modifications, or adjustments, or if the customer fails to take prompt measures to mitigate damage.

13.5. Subcontracted supplies and services
For supplies or services procured from third parties at the customer’s request, the supplier assumes no warranty obligations beyond the extent of the subcontractor’s warranty rights.

13.6. Exclusive remedies
The warranty remedies specified above are exclusive.
Any further rights or claims for defects—such as rescission, price reduction, or damages—are excluded, except in cases of gross negligence or wilful misconduct by the supplier.

14. Non-Performance and Defective Performance

14.1. If the supplier performs late or contrary to contract without valid reason, the customer may grant a reasonable extension and, after expiry, terminate the affected portion.

14.2. Any claim for damages is limited to 10 % of the contract price of the affected supplies or services.

15. Termination by the supplier

15.1. If unforeseen events substantially alter the economic effect or make performance impossible, the supplier may adapt or terminate the contract. Upon termination, the supplier is entitled to payment for completed parts; customer damage claims are excluded.

16. Limitation of Liability

16.1. All breaches of contract and their legal consequences, as well as all claims by the customer, regardless of their legal basis, are exhaustively regulated by these General Terms and Conditions.

16.2. Except in cases of gross negligence or wilful misconduct, the supplier shall not be liable for any indirect, consequential, or financial losses, including but not limited to loss of profit, production, data, or use.
This exclusion also applies to acts or omissions of the supplier’s employees, subcontractors, or other auxiliary persons.

16.3. Where liability cannot be excluded by law, it shall in any case be limited to the proven direct loss, and the total liability of the supplier under any contract shall not exceed the contract value of the affected supplies or services.

16.4. This limitation shall not apply to personal injury or liability arising under mandatory product safety or product liability laws.

17. Right of recourse

17.1. If third-party injury or damage occurs through the customer’s actions or omissions and the supplier is held liable, the supplier shall have full right of recourse against the customer.

18. Jurisdiction and applicable law

18.1. The place of jurisdiction for both parties shall be the Commercial Court of the Canton of Zurich (Handelsgericht Zürich). The supplier may also sue at the customer’s domicile.

18.2. The contract shall be governed exclusively by Swiss substantive law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Language Clause

In the event of any discrepancy or dispute, the German version of these General Terms and Conditions shall prevail.