Terms and Conditions

General Terms and Conditions (GTC) Diener AG Precision Machining

1. General

The following terms of delivery apply to all offers and contracts of Diener AG Precision Machining, Embrach, Switzerland (hereinafter referred to as DPM).
Deviating terms of the customer are only valid if they have been expressly and in writing accepted by DPM
All agreements and legally significant declarations of the contracting parties must be in writing to be valid.

2. Scope of Deliveries and Services

Our deliveries and services are conclusively listed in the order confirmation.
Unless otherwise agreed, the maximum duration for blanket orders is 1 year. After this period, any remaining quantity may be delivered and invoiced.
For dimensions without specified tolerances, the general tolerances according to ISO 2768-m apply. For form and position tolerances, ISO 2768-2 tolerance class K applies.
If no inspection specification is provided with the inquiry, the documented in-process sampling system of DPM will be applied. Without customer inspection specifications, a written final inspection report will not be issued.
If parts or semi-finished products are provided, DPM assumes they are 100% inspected. Any inspection scope required by DPM must be separately agreed upon.
By placing an order, DPM is entitled to procure the annual requirement of raw materials and packaging materials at the customer’s risk.

3. Prices

Prices are quoted net, ex-works, in Swiss francs, excluding packaging, transport, insurance, and any applicable sales taxes.
The price of the goods is confirmed in the order confirmation. DPM reserves the right to adjust the price of products not yet delivered from an order if circumstances require it.
If the customer cancels all or part of any order or fails to fulfill all obligations under the contract, leading to a cancellation, the customer agrees to pay a cancellation fee of 50% of the price of the ordered goods. The cancellation fee does not exclude further legal claims by DPM.
For changes to drawings or specifications during production, the customer bears the costs for already manufactured parts, parts in process, as well as raw materials that cannot be used otherwise. Furthermore, the customer covers setup and tooling costs.
We reserve the right to adjust prices due to exchange rate fluctuations or market price changes.

4. Payment Terms

Payment is due within 30 days net from the invoice date.
Payments must be made by the customer to DPM’s domicile without deduction of discounts, expenses, taxes, or any fees. Any deviating payment terms must be confirmed in writing by DPM.
In case of late payment, DPM reserves the right to suspend scheduled deliveries immediately and charge default interest of 6% per annum.
In addition to and without prejudice to other claims and rights, DPM is entitled to suspend deliveries or services or demand advance payment for all orders if the customer is in default.

5. Delivery Time

The delivery time begins upon DPM’s acceptance of the order and after full clarification of technical matters.
The delivery time will be reasonably extended if:
- The information required for executing the order is not received by DPM on time, is subsequently changed by the customer, or if agreed provisions regarding provided materials, measuring instruments, fixtures, etc., are not met.
- Payment deadlines are not met or letters of credit are opened too late.
- Obstacles arise that DPM cannot prevent despite due diligence, regardless of whether they occur at DPM, the customer, or a third party. Such obstacles include force majeure events, such as epidemics, mobilization, war, riots, significant operational disruptions, accidents, labor disputes, delayed or faulty delivery of required raw materials, semi-finished or finished products, rejection of key workpieces, official measures or omissions, and natural events.
Early delivery and corresponding invoicing are permitted.

6. Delivery, Transport, and Insurance

The products are carefully packaged by DPM. Packaging is charged to the customer based on effort.
Special requests regarding shipping and insurance must be communicated to DPM in a timely manner. Transport is at the customer’s expense and risk. Complaints related to transport must be directed by the customer immediately upon receipt of the delivery or freight documents to the last carrier.
Insurance against any kind of damage is the customer’s responsibility. If DPM arranges insurance, the cost will be borne by the customer.
The customer is solely responsible for obtaining all necessary approvals, permits, and licenses related to the purchase, delivery, and use of the goods.

7. Delivery Quantity

Unless otherwise agreed, DPM reserves the right to deliver up to 10% more or less than the ordered quantity. Extraordinary events and resulting quantity deviations during production remain reserved.

8. Inspection and Acceptance of Delivery

The customer must inspect the delivery within 30 days of receipt and notify DPM in writing of any defects immediately. If they fail to do so, the deliveries and services are deemed accepted.

9. Warranty and Liability

DPM aims to deliver products free from manufacturing and material defects and undertakes to remedy any defects within the contractual, regulatory, and legal warranty framework.
Guaranteed properties are only those explicitly designated as such in the order confirmation or user manuals. The guarantee applies no longer than the warranty period.
If products are demonstrably defective and confirmed by DPM, the customer may request a replacement delivery within the warranty period of two years from delivery or notification of readiness for shipment or have the defect remedied by DPM.
If the defect is not remedied within a reasonable period, the customer may demand a price reduction or contract termination.
The warranty expires prematurely if the customer or third parties make improper modifications or repairs or fail to take appropriate measures to minimize damage and provide DPM the opportunity to remedy the defect.
DPM is not liable for damages not attributable to defective material, faulty construction, or poor execution.
The customer has no claims other than those expressly mentioned in Articles 9.3 and 9.4.
All cases of breach of contract and their legal consequences as well as all claims of the of the customer, regardless of the legal basis for which they are made, are included in these Conditions finally settled. In particular, all of them are not explicit mentioned claims for damages, reduction, cancellation of the contract or Cancellation of the contract is excluded. Liability for consequential damage is excluded unless there are mandatory product liability provisions oppose.
DPM acts exclusively as a supplier of the ordered products and medical devices and assumes no responsibility for their placing on the market or for their proper use by the customer. The customer confirms that he assumes responsibility as a distributor and observes all applicable regulatory requirements and safety standards when using the products. Prototypes, sample parts and products that are expressly not approved for clinical use must under no circumstances be used on patients. DPM is not liable for any damage or loss resulting from the improper use or misuse of these products.

10. Tools and Equipment

Tools and equipment manufactured for an order remain the sole property of DPM, even if partially or fully invoiced to the customer. Exceptions must be agreed upon in writing.
We reserve the right to invoice for any maintenance work on tools and replacements.

11. Applicable Law

This contract is subject to Swiss law.

12. Jurisdiction

The place of jurisdiction is the registered office of Diener AG Precision Machining.

13. Offers and Contract Conclusion

The contract is deemed to have been concluded when DPM has received an order acceptance has been confirmed in writing.
Offers without an acceptance deadline are non-binding.
By accepting an offer or a product delivery from DPM, the customer expressly accepts that these General Terms and Conditions form part of the contract. DPM reserves the right to change the information at any time and expressly present these General Terms and Conditions.
Any purchasing conditions of the customer (current or future) are not valid.
If additional services such as documentation, test reports, or functional tests are required for an offer, they must be agreed upon separately in terms of type and scope.

14. Regulations in the Destination Country

The purchaser has informed the DPM of the statutory, to draw attention to official and other regulations and standards that apply on the execution of the deliveries and services, the operation and on the Illness and accident prevention.

15. Ownership of the Products

Ownership of the delivered products passes to the customer as soon as DPM has received full payment. Until this point, the products remain the property of DPM and may not be used, pledged, or given as security by the customer. The customer is obliged to clearly recognize the products as the property of DPM and store them separately from other products. In the event of late payment, DPM is authorized to demand the return of the products and—if legally permissible and in coordination with the customer to enter the premises to take possession of the products.

16. Confidentiality

Each party is obliged to use the know-how disclosed by the other party and to treat any other confidential information disclosed to it as strictly confidential. This confidentiality obligation continues even after the contractual relationship has ended.
Neither party is entitled to use the other party’s know-how during the period disclosed in this contract, nor can it be used after the termination of the contractual relationship. The same applies to the use of such information during the term of the contract, provided that its use is not related to the fulfillment of the contract.

17. Data Protection

The customer acknowledges and agrees that DPM may process and use the personal data of customers in accordance with DPM’s data protection declaration. Data may be shared with the Acrotec Group to the extent necessary to achieve the intended purpose or as required by law.
The parties undertake to comply with the provisions of the relevant data protection legislation and to protect personal data from unauthorized access, using it only for the purpose of fulfilling the contract and only to the extent necessary.

18. Assignment

The customer may only transfer rights and obligations under the contract with DPM’s prior written consent.
Diener AG Precision Machining, Embrach, January 2025