GTC – General Terms and Conditions of BRUNOX AG and BRUNOX Korrosionsschutz GmbH (BRUNOX Companies)
1. Applicability
1.1. For every delivery to be performed by the BRUNOX Companies (hereinafter also referred to as the “Supplier”), the following General Terms and Conditions in their current version published on the BRUNOX Companies’ website (https://www.brunox.swiss ) shall be binding by written reference in the respective order confirmation.
1.2. Deviating agreements in individual cases shall only be valid if agreed in writing. Such agreements shall take precedence over these GTC. The purchaser’s general terms and conditions shall only apply if expressly accepted in writing by the BRUNOX Companies. In the event of a conflict, the Supplier’s GTC shall prevail.
1.3. The type and scope of delivery result from the written order confirmation issued by the Supplier. All technical explanations and advice deviating from standard guidelines, as well as agreements and assurances regarding prices, delivery times, and payment terms made by employees of the BRUNOX Companies, shall only become binding upon confirmation in the order confirmation. Any agreements deviating from the order confirmation (additional and/or subsequent) require the Supplier’s written confirmation to become binding. In international trade, all delivery conditions of these GTC are governed by Incoterms® 2020.
1.4. Should individual provisions of these General Terms and Conditions be or become invalid, the remaining provisions shall remain unaffected.
1.5. All required data, such as name, address, and order or booking details of the purchaser, will be stored and are subject to statutory data protection regulations.
2. Prices
1.1. For every delivery to be performed by the BRUNOX Companies (hereinafter also referred to as the “Supplier”), the following General Terms and Conditions in their current version published on the BRUNOX Companies’ website (https://www.brunox.swiss ) shall be binding by written reference in the respective order confirmation.
1.2. Deviating agreements in individual cases shall only be valid if agreed in writing. Such agreements shall take precedence over these GTC. The purchaser’s general terms and conditions shall only apply if expressly accepted in writing by the BRUNOX Companies. In the event of a conflict, the Supplier’s GTC shall prevail.
1.3. The type and scope of delivery result from the written order confirmation issued by the Supplier. All technical explanations and advice deviating from standard guidelines, as well as agreements and assurances regarding prices, delivery times, and payment terms made by employees of the BRUNOX Companies, shall only become binding upon confirmation in the order confirmation. Any agreements deviating from the order confirmation (additional and/or subsequent) require the Supplier’s written confirmation to become binding. In international trade, all delivery conditions of these GTC are governed by Incoterms® 2020.
1.4. Should individual provisions of these General Terms and Conditions be or become invalid, the remaining provisions shall remain unaffected.
1.5. All required data, such as name, address, and order or booking details of the purchaser, will be stored and are subject to statutory data protection regulations.
2. Prices
2.1. Prices are non-binding, net ex works, including packaging, excluding VAT. Prices only become binding through written order confirmation and/or confirmation sent by e-mail to the last known address, or through delivery of goods with an invoice issued by the Supplier.
2.2. Prices apply ex works of the Supplier (EXW named place) in the currency stated in the order confirmation (CHF Swiss francs or EUR euros) and are free to the payment point of the BRUNOX Companies, excluding transport insurance and other charges, plus VAT at the applicable statutory rate (subsequent charges due to changes in tax regulations or tax authority practices expressly reserved).
2.3. If cost factors (raw materials, exchange rate surcharges, etc.) change after issuance of the order confirmation (for delivery periods exceeding 8 weeks), reasonable price adjustments may be made by the Supplier.
2.4. Price adjustments are reserved for subsequently requested changes to the products.
2.5. For follow-up orders, the Supplier is not bound by prices from previous order confirmations.
3. Payment Terms
3.1. Goods: Payments shall be made in accordance with the payment terms agreed in the order confirmation. All invoices are due upon issuance and payable within 30 days from the invoice date without deduction to one of the Supplier’s specified bank or postal accounts. Payments to employees or sales representatives of the Supplier are not permitted, except for cash payments at the reception of the headquarters. Deviating arrangements may be agreed in writing on an order-specific basis. In particular, advance payments and/or installment payments or other securities may be required.
3.2. Default in payment: If the purchaser is in default with an agreed payment or other performance, the BRUNOX Companies may, at their discretion, either a) insist on performance of the contract and (cumulatively/alternatively), b) suspend performance of their own obligations until outstanding payments or services have been rendered, c) claim a reasonable extension of the delivery period, d) declare the entire outstanding purchase price immediately due, and—provided no exonerating circumstances exist on the purchaser’s side— e) charge default interest of 5% from the due date, or f) withdraw from the contract at full cost and compensation at the purchaser’s expense and reclaim goods already delivered. In the event of default, new payment terms may be set for all outstanding orders. From the second reminder onward, a fee will be charged per reminder. The Supplier is also entitled to claim reimbursement of necessary collection and legal enforcement costs, including attorney fees. The right to claim further damages is expressly reserved.
3.3. The purchaser may only offset its own claims against the purchase price or claims of the BRUNOX Companies if such counterclaims are expressly undisputed by the BRUNOX Companies or have been legally established by a final court judgment. Any right of retention or security interest in delivered and unpaid products and tools of the BRUNOX Companies is excluded. In particular, the purchaser is not entitled to withhold or refuse payments due to warranty claims or other counterclaims not recognized by the Supplier.
4. Delivery, Delivery Periods, and Delay
4.1. Delivery periods for goods are specified in writing in the order confirmation and indicate the planned delivery date. A specific delivery date is only binding if expressly confirmed as a fixed date in the order confirmation at the purchaser’s request. In the event of exceeding an agreed fixed delivery period, delay shall only occur after a special written reminder by the purchaser; Section 5.2 below remains reserved. In case of delay, the purchaser is only entitled to withdraw from the contract after setting a reasonable grace period. Claims for damages by the purchaser are excluded in all cases.
4.2. In the event of unforeseeable events such as force majeure, virus or other attacks and disruptions of the Supplier’s IT systems, import restrictions, and other delays in the procurement of goods, materials, or tools by sub-suppliers, the Supplier is entitled to extend delivery times by the duration of such events. It is irrelevant whether such events occur within or outside the Supplier’s operations. The purchaser may not assert claims for delay or other damages in such cases. If the delivery period is extended by more than six months, both the Supplier and the purchaser may withdraw from the contract free of charge.
4.3. In the event of the opening of insolvency proceedings or the ordering of enforcement measures, seizures, or other dispositions or interventions by third parties, the purchaser must notify the BRUNOX Companies immediately. In such cases, the BRUNOX Companies are entitled to suspend or completely refuse outstanding deliveries at their discretion and to withdraw from the contract.
4.4. If the purchaser is in arrears with its obligations to the Supplier from current or previous deliveries, the delivery obligation and the binding nature of delivery dates for all outstanding orders shall be suspended. Delivery conditions will be redefined after receipt of payment. Any claim by the purchaser for damages is excluded in such cases.
4.5. Call-off orders/framework contracts are agreed separately.
5. Shipping and Transport Risk / Transfer of Benefits and Risk, Ownership
5.1. Unless expressly agreed otherwise in writing with the purchaser, the shipping route and method shall be determined by the Supplier at its discretion. Any transport and packaging costs paid by the BRUNOX Companies shall be charged separately and additionally, unless delivery conditions have been agreed.
5.2. Benefits and risks pass to the purchaser as soon as the ordered goods leave the Supplier’s plant, or in accordance with the applicable Incoterms® 2020.
5.3. If acceptance or shipment is delayed due to the purchaser’s conduct, benefits and risks pass to the purchaser from the time of handover or readiness for shipment.
5.4. The goods remain the property of the BRUNOX Companies until full payment has been made. Pledging or transfer by way of security in the event of default is prohibited, and resale is permitted only in the ordinary course of business and only on the condition that the reseller receives payment from its customer or reserves ownership until the customer has fulfilled its payment obligations.
5.5. The BRUNOX Companies assume no liability for overloading, damage during loading, or completeness of loading. Any defects must be reported immediately and directly to the carrier, and the BRUNOX Companies must also be informed accordingly.
6. Returns
6.1. There is generally no obligation to accept returns for incorrectly or excessively ordered goods. In exceptional cases, returns may be agreed with the Supplier but require prior written approval in all cases.
6.2. If the Supplier agrees to a return, it is entitled to charge a handling fee (restocking fee).
6.3. Returned goods must be free of defects. Return transport will be organized by the Supplier with its freight forwarder. The actual costs of return transport will be deducted from the credit note. Only products will be credited; transport costs already charged for delivery to the purchaser will not be credited.
6.4. Products procured or manufactured specifically for the purchaser are excluded from any return.
7. Warranty for Material Defects
7.1. The statutory warranty period applies. Remedying a defect does not extend the warranty period. Defect notices must be submitted to the Supplier in writing, specified and substantiated, within 8 days of receipt of the goods. Thereafter, the goods are deemed approved. Defects discovered later must be reported in writing immediately after discovery. The complaint period may be extended for quality inspections by prior written agreement. As long as the purchaser has not duly fulfilled its contractual obligations, in particular if payments are outstanding, the Supplier is not obliged to remedy defects, especially by repair or replacement.
7.2. A defect complaint is justified if the affected goods demonstrably do not comply with DIN 16742 and are defective or unusable due to poor material or workmanship, or clearly lack the warranted and expressly agreed characteristics. Only characteristics expressly and in writing warranted are deemed warranted. Customary trade or production-related deviations in dimensions, equipment, and material, as well as color deviations, do not justify a defect complaint. If the defect complaint proves to be unjustified, the Supplier is entitled to charge the purchaser for the costs incurred.
7.3. The Supplier is generally not liable for transport damage. Transport damage must be reported immediately and directly to the carrier. The agreed Incoterms/delivery agreements are decisive.
7.4. If the defect complaint is justified, the Supplier shall, at its discretion, provide free replacement by repair or new delivery, or credit the invoice amount or the reduced value. Costs for defect remediation performed by the purchaser itself are only borne by the BRUNOX Companies if prior written consent was given. Further claims by the purchaser, in particular for loss of profit or any kind of consequential damages, are excluded. The Supplier’s liability is limited in amount to the value of the defective delivered product. Claims for damages by the purchaser—for example due to delay in delivery, withdrawal from the contract, defective delivery, or for any other reason—may only be asserted if the Supplier acted with gross negligence or intent. Other claims for damages, in particular due to positive breach of contract or culpa in contrahendo, are excluded unless intent or gross negligence is attributable to the Supplier.
7.5. Replaced or refunded goods become the property of the Supplier and must be returned to it at its request at its expense.
8. Intellectual Property Rights
8.1. If parts are manufactured according to ideas, suggestions, samples, drawings, or models of the purchaser, the purchaser warrants that no third-party intellectual property rights are infringed. The purchaser shall indemnify the Supplier against all third-party claims and resulting costs, including reasonable defense costs, and shall join legal proceedings at the Supplier’s request.
9. Data Protection
9.1. The Supplier undertakes to process customer data carefully and to comply with data protection regulations. In the course of processing company/personal data necessary for the conclusion or performance of a contract, the Supplier may exchange or transmit data to authorities and to companies entrusted with debt collection or credit reporting if this serves to assess creditworthiness or enforce claims.
10. Place of Performance / Jurisdiction / Applicable Law
The place of performance and, to the exclusion of any other jurisdiction, the exclusive place of jurisdiction for all obligations arising from the legal relationship between the purchaser and the Supplier is the registered office of BRUNOX AG, CH-8730 Neuhaus SG. The legal relationship between the BRUNOX Companies and the purchaser is governed exclusively by substantive Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
BRUNOX Companies, Headquarters, BRUNOX AG, NEUHAUS_02.09.24/AL
2.2. Prices apply ex works of the Supplier (EXW named place) in the currency stated in the order confirmation (CHF Swiss francs or EUR euros) and are free to the payment point of the BRUNOX Companies, excluding transport insurance and other charges, plus VAT at the applicable statutory rate (subsequent charges due to changes in tax regulations or tax authority practices expressly reserved).
2.3. If cost factors (raw materials, exchange rate surcharges, etc.) change after issuance of the order confirmation (for delivery periods exceeding 8 weeks), reasonable price adjustments may be made by the Supplier.
2.4. Price adjustments are reserved for subsequently requested changes to the products.
2.5. For follow-up orders, the Supplier is not bound by prices from previous order confirmations.
3. Payment Terms
3.1. Goods: Payments shall be made in accordance with the payment terms agreed in the order confirmation. All invoices are due upon issuance and payable within 30 days from the invoice date without deduction to one of the Supplier’s specified bank or postal accounts. Payments to employees or sales representatives of the Supplier are not permitted, except for cash payments at the reception of the headquarters. Deviating arrangements may be agreed in writing on an order-specific basis. In particular, advance payments and/or installment payments or other securities may be required.
3.2. Default in payment: If the purchaser is in default with an agreed payment or other performance, the BRUNOX Companies may, at their discretion, either a) insist on performance of the contract and (cumulatively/alternatively), b) suspend performance of their own obligations until outstanding payments or services have been rendered, c) claim a reasonable extension of the delivery period, d) declare the entire outstanding purchase price immediately due, and—provided no exonerating circumstances exist on the purchaser’s side— e) charge default interest of 5% from the due date, or f) withdraw from the contract at full cost and compensation at the purchaser’s expense and reclaim goods already delivered. In the event of default, new payment terms may be set for all outstanding orders. From the second reminder onward, a fee will be charged per reminder. The Supplier is also entitled to claim reimbursement of necessary collection and legal enforcement costs, including attorney fees. The right to claim further damages is expressly reserved.
3.3. The purchaser may only offset its own claims against the purchase price or claims of the BRUNOX Companies if such counterclaims are expressly undisputed by the BRUNOX Companies or have been legally established by a final court judgment. Any right of retention or security interest in delivered and unpaid products and tools of the BRUNOX Companies is excluded. In particular, the purchaser is not entitled to withhold or refuse payments due to warranty claims or other counterclaims not recognized by the Supplier.
4. Delivery, Delivery Periods, and Delay
4.1. Delivery periods for goods are specified in writing in the order confirmation and indicate the planned delivery date. A specific delivery date is only binding if expressly confirmed as a fixed date in the order confirmation at the purchaser’s request. In the event of exceeding an agreed fixed delivery period, delay shall only occur after a special written reminder by the purchaser; Section 5.2 below remains reserved. In case of delay, the purchaser is only entitled to withdraw from the contract after setting a reasonable grace period. Claims for damages by the purchaser are excluded in all cases.
4.2. In the event of unforeseeable events such as force majeure, virus or other attacks and disruptions of the Supplier’s IT systems, import restrictions, and other delays in the procurement of goods, materials, or tools by sub-suppliers, the Supplier is entitled to extend delivery times by the duration of such events. It is irrelevant whether such events occur within or outside the Supplier’s operations. The purchaser may not assert claims for delay or other damages in such cases. If the delivery period is extended by more than six months, both the Supplier and the purchaser may withdraw from the contract free of charge.
4.3. In the event of the opening of insolvency proceedings or the ordering of enforcement measures, seizures, or other dispositions or interventions by third parties, the purchaser must notify the BRUNOX Companies immediately. In such cases, the BRUNOX Companies are entitled to suspend or completely refuse outstanding deliveries at their discretion and to withdraw from the contract.
4.4. If the purchaser is in arrears with its obligations to the Supplier from current or previous deliveries, the delivery obligation and the binding nature of delivery dates for all outstanding orders shall be suspended. Delivery conditions will be redefined after receipt of payment. Any claim by the purchaser for damages is excluded in such cases.
4.5. Call-off orders/framework contracts are agreed separately.
5. Shipping and Transport Risk / Transfer of Benefits and Risk, Ownership
5.1. Unless expressly agreed otherwise in writing with the purchaser, the shipping route and method shall be determined by the Supplier at its discretion. Any transport and packaging costs paid by the BRUNOX Companies shall be charged separately and additionally, unless delivery conditions have been agreed.
5.2. Benefits and risks pass to the purchaser as soon as the ordered goods leave the Supplier’s plant, or in accordance with the applicable Incoterms® 2020.
5.3. If acceptance or shipment is delayed due to the purchaser’s conduct, benefits and risks pass to the purchaser from the time of handover or readiness for shipment.
5.4. The goods remain the property of the BRUNOX Companies until full payment has been made. Pledging or transfer by way of security in the event of default is prohibited, and resale is permitted only in the ordinary course of business and only on the condition that the reseller receives payment from its customer or reserves ownership until the customer has fulfilled its payment obligations.
5.5. The BRUNOX Companies assume no liability for overloading, damage during loading, or completeness of loading. Any defects must be reported immediately and directly to the carrier, and the BRUNOX Companies must also be informed accordingly.
6. Returns
6.1. There is generally no obligation to accept returns for incorrectly or excessively ordered goods. In exceptional cases, returns may be agreed with the Supplier but require prior written approval in all cases.
6.2. If the Supplier agrees to a return, it is entitled to charge a handling fee (restocking fee).
6.3. Returned goods must be free of defects. Return transport will be organized by the Supplier with its freight forwarder. The actual costs of return transport will be deducted from the credit note. Only products will be credited; transport costs already charged for delivery to the purchaser will not be credited.
6.4. Products procured or manufactured specifically for the purchaser are excluded from any return.
7. Warranty for Material Defects
7.1. The statutory warranty period applies. Remedying a defect does not extend the warranty period. Defect notices must be submitted to the Supplier in writing, specified and substantiated, within 8 days of receipt of the goods. Thereafter, the goods are deemed approved. Defects discovered later must be reported in writing immediately after discovery. The complaint period may be extended for quality inspections by prior written agreement. As long as the purchaser has not duly fulfilled its contractual obligations, in particular if payments are outstanding, the Supplier is not obliged to remedy defects, especially by repair or replacement.
7.2. A defect complaint is justified if the affected goods demonstrably do not comply with DIN 16742 and are defective or unusable due to poor material or workmanship, or clearly lack the warranted and expressly agreed characteristics. Only characteristics expressly and in writing warranted are deemed warranted. Customary trade or production-related deviations in dimensions, equipment, and material, as well as color deviations, do not justify a defect complaint. If the defect complaint proves to be unjustified, the Supplier is entitled to charge the purchaser for the costs incurred.
7.3. The Supplier is generally not liable for transport damage. Transport damage must be reported immediately and directly to the carrier. The agreed Incoterms/delivery agreements are decisive.
7.4. If the defect complaint is justified, the Supplier shall, at its discretion, provide free replacement by repair or new delivery, or credit the invoice amount or the reduced value. Costs for defect remediation performed by the purchaser itself are only borne by the BRUNOX Companies if prior written consent was given. Further claims by the purchaser, in particular for loss of profit or any kind of consequential damages, are excluded. The Supplier’s liability is limited in amount to the value of the defective delivered product. Claims for damages by the purchaser—for example due to delay in delivery, withdrawal from the contract, defective delivery, or for any other reason—may only be asserted if the Supplier acted with gross negligence or intent. Other claims for damages, in particular due to positive breach of contract or culpa in contrahendo, are excluded unless intent or gross negligence is attributable to the Supplier.
7.5. Replaced or refunded goods become the property of the Supplier and must be returned to it at its request at its expense.
8. Intellectual Property Rights
8.1. If parts are manufactured according to ideas, suggestions, samples, drawings, or models of the purchaser, the purchaser warrants that no third-party intellectual property rights are infringed. The purchaser shall indemnify the Supplier against all third-party claims and resulting costs, including reasonable defense costs, and shall join legal proceedings at the Supplier’s request.
9. Data Protection
9.1. The Supplier undertakes to process customer data carefully and to comply with data protection regulations. In the course of processing company/personal data necessary for the conclusion or performance of a contract, the Supplier may exchange or transmit data to authorities and to companies entrusted with debt collection or credit reporting if this serves to assess creditworthiness or enforce claims.
10. Place of Performance / Jurisdiction / Applicable Law
The place of performance and, to the exclusion of any other jurisdiction, the exclusive place of jurisdiction for all obligations arising from the legal relationship between the purchaser and the Supplier is the registered office of BRUNOX AG, CH-8730 Neuhaus SG. The legal relationship between the BRUNOX Companies and the purchaser is governed exclusively by substantive Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
BRUNOX Companies, Headquarters, BRUNOX AG, NEUHAUS_02.09.24/AL