1. Scope
1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all deliveries from GEMÜ Vertriebs AG to the buyer.
1.2 Any deviating or supplementary provisions, in particular the buyer’s general purchasing terms and conditions as well as verbal agreements, shall only apply to the extent that they are expressly accepted by GEMÜ Vertriebs AG in writing. References to the buyer’s contractual terms in enquiries, orders or confirmations shall be disregarded.
1.3 These GTC also apply to all future deliveries, even if they are not explicitly referred to.
1.4 GEMÜ Vertriebs AG reserves the right to change its product range.

2. Offer and Conclusion of Contract
2.1 Only written offers from GEMÜ Vertriebs AG that specify an acceptance deadline are binding.
2.2 The contract is concluded either by:
a) GEMÜ Vertriebs AG accepting the buyer’s order via written order confirmation; or
b) the buyer accepting a binding offer from GEMÜ Vertriebs AG in writing (i.e., by post, fax or email) within the acceptance period without modifications.
2.3 All quotations, order confirmations and other contracts are subject to the granting of export permits by the competent Swiss and, if applicable, foreign authorities for the goods to be supplied, where such permits are required. If permission is refused or revoked, the supplier is released from the delivery obligation and no claims for damages can be made against the supplier.

3. Data and Documents
Contents of brochures, price lists, catalogs and technical documents are generally non-binding unless expressly guaranteed in writing.

4. Scope of Delivery
Deliveries from GEMÜ Vertriebs AG are exhaustively listed in the written order confirmation or written offer.

5. Confidentiality and Data Protection
5.1 Each party retains all rights to plans and technical documents handed over to the other party. The receiving party acknowledges these rights and will not disclose the documents, in whole or in part, to third parties or use them outside the purpose for which they were provided, without prior written permission.
5.2 Both parties shall treat all facts as confidential that are neither obvious nor publicly accessible. In case of doubt, facts are to be treated as confidential. This obligation of confidentiality begins prior to contract conclusion and continues after termination of the contractual relationship. Statutory disclosure obligations remain unaffected.
5.3 As part of the contractual relationship with the buyer, personal data processing is necessary. The buyer consents to this and agrees that GEMÜ Vertriebs AG may disclose such data to third parties (e.g., suppliers, etc.) domestically and abroad for the purpose of processing and maintaining the business relationship.

6. Prices and Packaging
6.1 Unless otherwise agreed, all prices are quoted in Swiss francs or euros, net, excluding taxes and duties (VAT, customs, etc.), EXW (Ex Works) from the GEMÜ plant in Ingelfingen‑Criesbach, Germany, or Rotkreuz, Switzerland, according to Incoterms 2010, and exclude packaging and any discounts.
6.2 Packaging will be invoiced separately and is non‑returnable.
6.3 If conditions underlying the price calculation change between contract conclusion and the agreed delivery date—especially currency fluctuations—GEMÜ Vertriebs AG reserves the right to adjust prices and conditions accordingly.
6.4 Call‑off orders are generally concluded for a maximum period of one year. If goods under a call‑off order are not taken within this period, the supplier may cancel the order. Already delivered goods will be recalculated based on list prices. The buyer must compensate for resulting damages.
6.5 Obvious mistakes in offers, confirmations or invoices may be corrected. The buyer has no rights arising from such mistakes if they clearly conflict with other sales documents.

7. Minimum Order Value and Cancellation
7.1 The minimum net goods value per order is CHF 50.
7.2 If the buyer cancels a delivery and GEMÜ does not insist on contract fulfillment, the goods will be taken back. Refund is 70% of the net value. Goods must be returned in original packaging within 10 days. Custom-made products are non-returnable and non-refundable.

8. Express Surcharge
GEMÜ Vertriebs AG may charge an express fee for urgent deliveries.

9. Payment Terms
9.1 Invoices are payable net within 30 days from invoice date.
9.2 Payment is considered made when credited to GEMÜ's account.
9.3 Payment deadlines apply even in case of delivery delays not caused by GEMÜ.
9.4 Minor missing parts or small improvements do not justify payment delay.
9.5 After 30 days, default interest of 7% applies automatically.
9.6 Non-payment releases GEMÜ from delivery obligations but not the buyer from acceptance. GEMÜ may withdraw and reclaim goods.
9.7 If creditworthiness is in doubt, GEMÜ may request advance payment or security. If the buyer fails to comply, GEMÜ may withdraw from the contract.
9.8 Field staff may only accept payments if authorized in writing.

10. Retention of Title
10.1 Goods remain GEMÜ's property until fully paid.
10.2 GEMÜ may insure goods at buyer's cost unless proof of insurance is provided.
10.3 Before full payment, the goods may not be sold, pledged or assigned.
10.4 If the buyer breaches the contract, especially in case of payment default, GEMÜ may reclaim the goods. Reclaiming does not imply contract termination unless explicitly stated.

11. Delivery
11.1 Delivery dates are binding only if confirmed in writing.
11.2 Delivery time starts after contract conclusion and receipt of all required documents.
11.3 Delivery may be delayed if:
a) required information is delayed;
b) unforeseen obstacles occur;
c) buyer or third parties delay obligations.
11.4 The buyer may withdraw if delivery becomes impossible.
11.5 If buyer is responsible for impossibility, obligations remain.
11.6 Delay compensation is 0.5% per full week, max 5%. First two weeks do not count.
11.7 After reaching the maximum, buyer may set a 30-day grace period.
11.8 Partial deliveries are allowed.
11.9 If buyer refuses acceptance, GEMÜ may claim damages.
11.10 After expiration of a grace period or express refusal, GEMÜ may withdraw and claim 20% of purchase price as damages.
11.11 Buyer may prove lesser damage.
11.12 If delivery is not accepted, GEMÜ may store it at buyer’s cost.
11.13 No other claims arise from delayed delivery unless gross negligence applies.

12. Transfer of Risk
12.1 Risk passes EXW GEMÜ Ingelfingen-Criesbach or Rotkreuz, per Incoterms 2010.
12.2 If shipment is delayed due to buyer, risk still transfers at original time.

13. Shipment, Transport, Insurance
13.1 Special requirements must be communicated in writing. Otherwise, GEMÜ ships at its discretion without responsibility.
13.2 Shipment costs are borne by buyer.
13.3 Insurance is buyer’s responsibility. If GEMÜ arranges it, it is at buyer’s expense.

14. Inspection and Acceptance
14.1 Buyer must inspect goods immediately. Complaints must be made within 10 days.
14.2 Minor defects do not prevent acceptance.
14.3 Major defects delay acceptance.
14.4 GEMÜ will correct defects and invite buyer to reinspection.

15. Warranty for Material Defects
15.1 GEMÜ warrants proper performance. Only explicitly guaranteed properties are binding.
15.2 Defects may be corrected by repair or replacement.
15.3 Buyer must return defective goods. Costs for reinstallation are borne by buyer.
15.4 A declaration of non-hazard must accompany returns.
15.5 If repair fails, buyer may reduce the price or withdraw (for major defects only).
15.6 Warranty period is 12 months.
15.7 No warranty for misuse, incorrect installation, neglect, etc.
15.8 No further claims exist beyond this clause.

16. Warranty for Legal Defects
16.1 If use of goods infringes IP rights, GEMÜ will ensure continued use or modify the goods.
16.2 If not possible, GEMÜ will take goods back and refund, less usage.
16.3 Only applies if:
a) buyer informs GEMÜ immediately;
b) buyer supports GEMÜ;
c) GEMÜ controls defense;
d) goods were not modified by buyer;
e) infringement not caused by misuse.
16.4 No further liability for legal defects.

17. Further Liability
17.1 Other claims by buyer are excluded.
17.2 No liability for indirect or consequential damages.
17.3 Liability only for direct damages proven to be caused intentionally by GEMÜ.

18. Intellectual Property
18.1 Existing rights remain with GEMÜ or third parties.
18.2 Technical documents remain GEMÜ's property and may not be shared without consent.

19. Prohibition of Set-off
The buyer may not set off claims.

20. Assignment
Assignment of rights requires prior written consent from GEMÜ.

21. Permits
The buyer is responsible for complying with export control regulations.

22. Limitation
All claims expire after 12 months unless otherwise legally required.

23. Contract Amendments
Amendments require written agreement from both parties.

24. Changes to GTC
GEMÜ may change the GTC at any time. Changes are announced appropriately or published on www.gemue.ch.

25. Authentic Version
Only the German version is legally binding. Translations are for convenience only.

26. Severability
Invalid provisions shall be replaced by valid ones with similar effect. Same applies to gaps.

27. Place of Performance
The place of performance is GEMÜ Vertriebs AG in Rotkreuz.

28. Applicable Law
Swiss law applies. The UN sales law (CISG) is excluded.

29. Jurisdiction
Jurisdiction lies with the ordinary courts at GEMÜ Vertriebs AG’s registered office. GEMÜ may also file at any other competent court.