Terms & Conditions

1. Scope

1.1

These General Terms and Conditions apply to all quotations, deliveries and services provided by H. Sigrist & Partner AG (hereinafter «S&P») to its customers.

1.2

S&P enters into contracts exclusively with companies, legal entities and persons acting in a commercial capacity. No contracts are concluded with consumers.

1.3

By placing an order, the Customer accepts these Terms.

1.4

The version published on www.dosiersysteme.ch at the time the contract is concluded shall apply.

1.5

The Customer's general terms of business, purchase or delivery do not apply. They do not become part of the contract even if S&P does not expressly object to them or delivers in the knowledge of such terms.

1.6

The following order of precedence applies: written individual agreement, order confirmation issued by S&P, these Terms. Amendments to these Terms, as well as assurances and collateral agreements, are binding on S&P only if S&P has confirmed them in writing.

2. Quotation, Conclusion of Contract, Online Shop

2.1

Quotations and cost estimates issued by S&P are subject to change and non-binding unless they are expressly designated as binding and subject to a time limit.

2.2

The contract is concluded upon S&P's written order confirmation, or at the latest upon performance of the delivery or service. The order confirmation is decisive as to content and scope.

2.3

The presentation of products in the online shop, in catalogues, brochures and on the website does not constitute an offer but an invitation to place an order. The Customer's order constitutes an offer to S&P.

2.4

An automated acknowledgement of receipt of an order does not constitute acceptance. The contract is concluded only upon the order confirmation or upon dispatch of the goods.

2.5

S&P may reject an order without stating reasons, in particular where goods are unavailable, where there are doubts as to the Customer's solvency, or where the Customer does not meet the requirements of clause 1.2.

2.6

A customer account in the online shop is activated exclusively for companies, legal entities and persons acting in a commercial capacity. Registration does not give rise to any entitlement to activation. S&P reviews every registration and may refuse activation or block an existing account.

2.7

The Customer shall keep its access credentials confidential and shall notify S&P without delay of any unauthorised use. Orders placed via the Customer's account are deemed to have been placed by the Customer.

2.8

All information in the online shop is provided for guidance only. Information on availability, stock levels and delivery times constitutes a non-binding snapshot, not an assurance, and may deviate from actual stock. Images serve illustrative purposes; the type designation and article number are decisive.

2.9

Prices, product information, technical data and presentations in the online shop may be incorrect or out of date. S&P is not obliged to deliver on the basis of incorrect information.

2.10

Only the price, product, quantity and date set out in the order confirmation are decisive; the ancillary costs under clause 3.4 are added. Where an order is based on incorrect information, S&P may reject it or submit a corrected order confirmation to the Customer. The Customer may reject the corrected order confirmation in writing within 5 working days; in that case the contract is deemed not to have been concluded. The Customer has no claims arising from incorrect information in the online shop, in particular no claim to delivery at the price displayed, to substitute procurement or to damages.

2.11

An order does not reserve stock. Neither the shopping cart nor the order results in any allocation of goods. Stock is allocated bindingly only upon the order confirmation.

2.12

Availability and delivery time information in the online shop relates to the article, not to the quantity ordered. It does not indicate whether the quantity ordered is available. The Customer may not derive any commitment as to a particular quantity from an availability display.

2.13

Where the quantity ordered is unavailable or not fully available, S&P may accept the order in part, set a different delivery period, or reject the order pursuant to clause 2.5. The Customer has no claims arising from such a deviation, in particular no claim to substitute procurement or damages.

3. Prices, Minimum Order Value

3.1

The sales prices valid on the day of delivery apply; in the case of repairs, the rate valid at the time the order is performed applies.

3.2

S&P reserves the right to adjust prices and to amend discount rates as a result of changed market conditions.

3.3

All prices are in Swiss francs, net, excluding value added tax, customs duties, levies and ancillary costs.

3.4

Postage and transport charges are charged to the Customer on a pro rata basis. Express charges are invoiced in addition. For packaging and shipping preparation, S&P charges a flat rate as a fixed amount; the net value of the order is decisive. The flat rate is not charged on a pro rata basis; it is also owed where the goods are collected and where the transport is arranged by the Customer. In the case of partial deliveries, it is charged per consignment. It is charged with the invoice; the applicable rates are shown in the online shop.

3.5

The minimum order value per invoice is CHF 100 excluding value added tax. For deliveries of goods below this value, S&P levies a small-quantity surcharge of CHF 35.

4. Payment, Default, Security

4.1

Payment is made as agreed, failing which in accordance with the terms printed on the invoice. In the absence of any such indication, the invoice is payable within 30 days of the invoice date without deduction. No discount for early payment is granted.

4.2

The Customer is in default upon expiry of the payment period without any reminder being required. From the onset of default, the Customer owes default interest of 5 % per annum.

4.3

S&P charges reminder fees of CHF 20 for each reminder. The right to claim further debt collection and legal enforcement costs is reserved.

4.4

If the Customer is in default with a payment, S&P may withhold all outstanding deliveries and services and declare all outstanding receivables from the entire business relationship immediately due.

4.5

Where there are doubts as to the Customer's solvency, S&P may demand advance payment or security and may suspend performance until such payment or security is provided.

4.6

S&P may withdraw from the contract if, prior to the delivery date, the Customer's financial position has deteriorated such that timely or full performance of its payment obligation cannot be expected.

4.7

The Customer may not offset claims of S&P against its own claims. Nor may the Customer withhold payments on account of alleged defects.

4.8

The Customer may assign claims and rights arising from the contractual relationship to third parties only with S&P's written consent.

4.9

The place of performance for delivery and payment is Matzingen TG.

5. Delivery, Dispatch, Passing of Risk

5.1

Delivery is made FCA Matzingen (Incoterms® 2020) unless otherwise agreed. S&P hands the goods over to the carrier loaded and handles export clearance. The associated costs, together with customs duties, import levies and taxes in the country of destination, are borne by the Customer. Expressly agreed Incoterms® take precedence over this clause.

5.2

Consignments travel at the account and risk of the consignee. S&P determines the mode of dispatch according to the size and weight of the packaging.

5.3

Benefit and risk pass to the Customer upon handover of the goods to the carrier, the forwarding agent or the Customer, including in the case of carriage-paid delivery and including where S&P arranges transport.

5.4

The Customer shall report transport damage to the carrier without delay, shall have it recorded in writing and shall notify S&P so that S&P can involve the insurer.

5.5

Partial deliveries are permitted and may be invoiced separately.

5.6

If dispatch is delayed for reasons attributable to the Customer, risk passes to the Customer upon notification of readiness for dispatch. S&P stores the goods at the Customer's cost and risk.

6. Delivery Periods, Default, Force Majeure

6.1

Delivery periods and delivery dates are indicative and binding only where S&P has expressly confirmed them in writing as a fixed date.

6.2

The delivery period begins upon the order confirmation, but not before receipt of all documents, approvals and agreed advance payments to be provided by the Customer. It is extended appropriately for as long as the Customer fails to fulfil its duties to cooperate.

6.3

If S&P is in default, the Customer shall set a reasonable grace period of at least 30 days in writing. Upon expiry of the grace period without performance, the parties shall jointly determine how to proceed; S&P may set a binding new delivery period.

6.4

Withdrawal by the Customer is possible only with S&P's written consent and is limited to the part not delivered. Without such consent, the contract remains in force.

6.5

Claims for damages on account of late delivery are excluded except where S&P is guilty of intent or gross negligence.

6.6

Events beyond S&P's control release S&P from compliance with the delivery period for their duration. These include in particular force majeure, natural events, epidemics and pandemics, war, terrorism, sabotage, cyber attacks, strike and lockout, closure of operations, production restrictions, damage to production facilities, shortages of energy and raw materials, disruptions to transport, non-delivery or late delivery by an upstream supplier, and measures, orders, embargoes and export restrictions imposed by authorities.

6.7

S&P shall inform the Customer of the occurrence of such an event and of its expected duration.

6.8

S&P may terminate the affected part of the contract at any time by written declaration for as long as an event pursuant to clause 6.6 impedes performance. No minimum duration of the impediment is required.

6.9

The Customer may terminate the affected part of the contract only with S&P's written consent.

6.10

Services already rendered shall be remunerated. No further claims exist, in particular no claim to damages or substitute procurement.

7. Installation, Commissioning, Training

7.1

Installation, setting up, commissioning, supervision of commissioning and training are included in the scope of delivery only where expressly listed in the order confirmation. Otherwise they are charged on a time and material basis.

7.2

The Customer is solely responsible for all on-site installations and connections, in particular water, compressed air, electricity, extraction and media supply, and for providing suitable premises and foundations.

7.3

Where installation has been agreed, the Customer shall inform S&P in good time and in full of the on-site conditions, in particular of physical prerequisites, installation options, access routes, opening and working hours, and the applicable safety regulations.

7.4

The Customer shall ensure that the work can be carried out without interruption during normal working hours, shall grant S&P's personnel access, and shall provide the necessary aids, auxiliary staff, operating materials and consumables free of charge.

7.5

The Customer shall obtain all necessary official permits.

7.6

Where additional costs arise from interruptions, waiting times or delays for which S&P is not responsible, these are invoiced to the Customer on a time and material basis.

8. Technical Information, Advice, System and Process Responsibility

8.1

Where S&P supplies components or subsystems, responsibility for the overall system lies with the Customer. This includes in particular the design of the overall system, its safety, conformity with the applicable regulations, the risk assessment and the declaration of conformity.

8.2

Technical advice provided free of charge is given to the best of S&P's knowledge. It does not constitute an assurance of characteristics and is no guarantee of the suitability of the goods for a particular purpose. It is incumbent on the Customer to verify the suitability of the goods for the intended purpose, for the media used and for the operating conditions.

8.3

Expressly agreed engineering, design and testing services provided against payment are not covered by clause 8.2; they are governed by the contractual agreements and by the warranty under clause 10.

8.4

Statements by S&P on design and assembly are based on information provided by the Customer. Information provided by S&P is based on theoretical considerations and calculations or on test and measurement results obtained in S&P's test workshop, in practice or at upstream suppliers. Such information constitutes guide values and not warranted characteristics.

8.5

Information and statements on conformity with RoHS and REACH, and further substance and conformity information relating to traded goods, are based exclusively on the manufacturers' information.

8.6

Information in catalogues, brochures, data sheets, drawings and in the online shop constitutes guide values unless expressly designated as binding in the order confirmation. Technical modifications which do not impair value or fitness for use are reserved.

8.7

Special work and modifications to the product or its installation which are not expressly mentioned in the order confirmation are invoiced separately. S&P performs them only in so far as they are technically feasible in production terms.

8.8

S&P supplies products, tools and components. S&P does not owe any production or process result. Whether a particular production process is achieved with the items supplied lies within the Customer's responsibility.

8.9

In particular, no assurance is given as to cycle time, output, reject rate, dispensing accuracy, deposit pattern, adhesion and curing within the Customer's process, the service life of tools, needles, nozzles, tips, valves and wearing parts, or suitability for a particular medium or substrate. These parameters depend on the medium, the substrate, ambient conditions, upstream and downstream process steps and on operation, and lie beyond S&P's control.

8.10

Results from trials, samples and preliminary tests are guide values determined under the respective test conditions and constitute no assurance for series operation. Process design, validation, qualification and process and series release are incumbent on the Customer.

8.11

Any assurance of process values requires an express written agreement specifying the assured parameter, the test conditions, the measurement method and the tolerances.

9. Inspection and Notice of Defects

9.1

The Customer shall inspect the delivery immediately upon receipt for completeness, identity and apparent defects.

9.2

The Customer shall give written notice of apparent defects and of incomplete or incorrect deliveries within 8 calendar days of receipt of the consignment.

9.3

The Customer shall give written notice of hidden defects within 8 calendar days of their discovery.

9.4

The notice shall specify the defect by nature and extent and shall be substantiated.

9.5

Defects not notified in due time or not properly notified are deemed approved. To that extent the delivery is deemed accepted without reservation; warranty claims and claims for damages arising therefrom are excluded.

9.6

The Customer shall return goods subject to complaint only with S&P's prior written consent.

10. Warranty

10.1

The warranty period is 12 months from delivery.

10.2

Where S&P undertakes commissioning, the period begins upon commissioning, but at the latest 3 months after delivery.

10.3

Rectification and replacement deliveries do not restart the period; the original period continues to run.

10.4

Where products supplied exhibit manufacturing or material defects which impair their value or fitness for use to more than an insignificant extent, S&P shall remedy the defect at its own choice by rectification or replacement delivery. Parts removed and replaced become the property of S&P.

10.5

S&P is entitled to at least three attempts to remedy the defect. The Customer shall grant S&P a reasonable period for each attempt. The period begins once S&P has received the notice of defect and all information, samples and access required for assessment.

10.6

The Customer's warranty claim is limited to S&P establishing the agreed functional capability of the item supplied within its technical and physical limits. No further claim exists, in particular no claim to a reduction in price, to rescission of the contract, to substitute procurement, to reimbursement of expenses or to damages.

10.7

No defect exists where the item supplied conforms to the agreed specification but the result expected by the Customer is not achieved because of the medium used, the substrate, the process conditions or the physical limits of the process. Clause 8 remains reserved.

10.8

Withdrawal from the contract is excluded. Where S&P is definitively unable to establish functional capability, S&P may at its own choice take back the affected goods and credit the price paid for them. The Customer has no claim to such take-back or to a refund.

10.9

Warranty claims are limited to the affected item. They do not extend to the remaining items, to further deliveries, to the overall installation or to the entire order.

10.10

The Customer or third parties instructed by the Customer may remedy a defect themselves only with S&P's prior written consent. Without such consent, the warranty for the affected item lapses; no reimbursement of costs is made.

10.11

For traded goods, S&P provides a warranty to the extent of the assurances given by its upstream suppliers within the meaning of the information and recommendations in the latest edition of the catalogue, the brochures or the data sheets. Upon request, S&P assigns to the Customer its warranty claims against the upstream supplier.

10.12

Excluded from the warranty are defects and damage resulting from:

– natural wear, wear of wearing parts and consumables;

– unsuitable or improper use;

– faulty assembly, installation or commissioning by the Customer or by third parties;

– modifications, repairs or interventions carried out without S&P's written consent;

– use of spare parts, components or accessories not approved by S&P;

– disregard of the operating, maintenance and cleaning specifications;

– unsuitable media, adhesives, chemicals, operating materials or ambient conditions, in particular abrasive, aggressive or curing media;

– faulty or negligent handling, external force, overloading, and disruptions and failures of the on-site supply.

10.13

Where S&P remedies a defect which is not covered under clause 10.12, the expenditure is invoiced.

11. Repairs

11.1

Repairs are invoiced on a time and material basis unless otherwise agreed. Expenditure for fault diagnosis, inspection and cost estimation is owed even where the Customer does not have the repair carried out.

11.2

S&P provides a 3-month warranty on repair services and on the parts replaced in the course of them, limited to the work performed and to the replaced part.

11.3

In the case of machines and installations which are 5 years old or older at the time of repair, the repair is carried out at the Customer's responsibility. In such cases no warranty is provided for the repair service, nor any assurance that the machine will remain operational after the repair or that no further defects will occur. Clause 11.2 applies to a material or manufacturing defect in the spare part supplied by S&P itself, including in the case of such machines.

11.4

S&P shall draw the Customer's attention to clause 11.3 before carrying out the work where the repair concerns a machine of that age.

11.5

In the case of traded goods, the availability of spare parts depends on the possibilities of the upstream supplier. No spare parts guarantee is given.

11.6

The Customer shall clean and decontaminate devices sent in and shall state the media and hazardous substances used. Additional cleaning expenditure and costs arising from omitted information are borne by the Customer.

11.7

S&P does not provide any standby or emergency service. Availability outside ordinary business hours is not owed.

11.8

S&P gives no assurance as to response, intervention or restoration times, nor as to any particular availability of the installation. Information on expected response and repair times is non-binding.

11.9

Standby service, guaranteed response times, availability commitments and spare parts stockholding require a separate written service or maintenance contract with separate remuneration. In the absence of such a contract, no claims arise in this respect.

12. Liability

12.1

S&P is liable for the assurance of characteristics only where S&P has expressly assured those characteristics in writing.

12.2

S&P's liability for slight negligence is excluded to the extent permitted by law.

12.3

Liability for indirect damage and consequential damage of any kind is excluded, in particular for loss of production, business interruption, loss of use, lost profit, loss of orders, third-party claims, recall costs, loss of data and costs of substitute procurement.

12.4

In so far as S&P's liability is not excluded, it is limited to the order value of the delivery or service concerned.

12.5

For third-party products, S&P is liable only to the extent that S&P's upstream suppliers assume and honour warranty obligations for their products vis-à-vis S&P.

12.6

S&P is not liable for the loss, alteration, unavailability or unauthorised disclosure of data where these result from:

– attacks by third parties, in particular hacking attacks, malware, ransomware, phishing and denial-of-service attacks;

– acts, omissions or failures of third parties engaged by S&P for the operation of its information technology, in particular IT service providers, hosting, cloud and telecommunications providers;

– disruptions, failures or faults of networks, hardware, software and remote maintenance access which are beyond S&P's control.

12.7

The Customer is responsible for regularly backing up its data, its machine and control parameters and its formulations. The expenditure for their restoration is borne by the Customer. Where S&P undertakes a restoration, it is invoiced on a time and material basis.

12.8

Liability for intent and gross negligence, liability for personal injury and further mandatory statutory provisions remain reserved, in particular the Swiss Product Liability Act and the Swiss Data Protection Act.

13. Exchange and Return

13.1

There is no entitlement to the exchange or return of goods free from defects. Exchange and return are possible only by prior written agreement with S&P.

13.2

Excluded are goods procured or manufactured to customer specification, custom-made items, opened packaging units, opened or used goods, goods with limited shelf life, and goods in respect of which contamination by media or chemicals cannot be ruled out.

13.3

The goods must be in resaleable condition, in complete packaging units, and correspond to the current technical standard.

13.4

Transport and packaging costs are borne by the Customer. S&P reserves the right to invoice costs for inspection, cleaning and return to stock.

13.5

In every case, a maximum of 50 % of the invoiced value is credited to the Customer as a goods credit note. No cash refund is made.

14. Software and Firmware

14.1

Software and firmware are not sold. The Customer receives a non-exclusive, non-transferable right to use them for the agreed purpose together with the goods supplied.

14.2

Where software is licensed by a third party, that rights holder's licence terms apply directly between the rights holder and the Customer. S&P is not a party to that licence agreement.

14.3

The Customer shall address claims arising from maintenance, support, infringement of rights or warranty in connection with such software directly to the licensor.

14.4

The Customer may not decompile, modify, reproduce or make available to third parties any software or firmware, except where mandatorily permitted by law.

14.5

All intellectual property rights in software and firmware remain with the rights holder.

15. Intellectual Property, Documents, Confidentiality

15.1

S&P reserves ownership and all industrial property rights and copyrights in moulds, tools, samples, models, illustrations, drawings, calculations, technical documents, cost estimates and quotations which S&P provides to customers, suppliers or third parties.

15.2

The Customer may use these documents only in the manner agreed with S&P. They shall be returned upon request.

15.3

Without S&P's written consent, the contractual items may neither be produced by the Customer itself nor copied or reproduced by other manufacturers.

15.4

The Customer may use, reproduce or disclose technical data made available or disclosed by S&P only with S&P's prior written approval. Excepted from this are the mounting and installation, operation and maintenance of the goods purchased by the Customer.

15.5

The Customer shall keep secret from third parties any non-public knowledge obtained from the business relationship with S&P. This obligation continues for ten years after termination of the business relationship.

16. Third-Party Intellectual Property Rights, Customer-Supplied Items

16.1

S&P carries out an examination of whether the goods may be used or distributed in a particular country free from third-party intellectual property rights (freedom to operate) only where this has been expressly agreed in writing and remunerated.

16.2

The Customer is itself responsible for ensuring that the products it uses or distributes in the respective countries do not infringe third-party rights.

16.3

Where S&P supplies products on the basis of drawings, models, samples, specifications or materials supplied by the Customer, the Customer warrants that their manufacture and delivery do not infringe any industrial property rights or other rights of third parties.

16.4

The Customer shall indemnify S&P against all third-party claims arising from items supplied by the Customer pursuant to clause 16.3, from modifications or improvements which the Customer makes or has made to the goods, or from any use of the goods deviating from the agreed purpose. The indemnity covers damages, costs, expenses and legal fees. S&P shall inform the Customer of claims asserted and shall leave the conduct of the dispute to the Customer in so far as this is reasonable.

17. Retention of Title

17.1

The goods delivered remain the property of S&P until full payment of the purchase price and all ancillary claims.

17.2

The retention of title becomes effective vis-à-vis third parties only upon registration in the retention of title register at the Customer's domicile or registered office (art. 715 of the Swiss Civil Code). The Customer authorises S&P to arrange for registration and shall cooperate in doing so. The costs are borne by the Customer.

17.3

The Customer is entitled to resell goods subject to retention of title only in the ordinary course of business. Transfer by way of security and pledging of goods subject to retention of title are not permitted.

17.4

The Customer shall handle the goods subject to retention of title with care, maintain them and insure them at its own cost against fire, water and theft.

17.5

The Customer shall notify S&P without delay of any attachment, seizure or other impairment of S&P's rights by third parties.

17.6

The Customer shall reimburse S&P for the costs incurred by S&P in enforcing its claims.

18. Data Protection

18.1

S&P processes personal data in accordance with the Swiss Data Protection Act.

18.2

Details of processing, purpose, retention and the rights of data subjects are set out in the privacy policy at www.dosiersysteme.ch/datenschutz.

18.3

S&P takes appropriate technical and organisational measures to protect the data processed and engages carefully selected service providers for this purpose. Absolute security against third-party attacks and against failures of the systems used does not exist and is not assured.

18.4

Clause 12 applies to liability in connection with data loss and data security.

19. Final Provisions

19.1

The contractual relationship is governed by Swiss law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is excluded.

19.2

The exclusive place of jurisdiction is Matzingen TG. S&P may also bring proceedings against the Customer at the Customer's registered office.

19.3

If any provision of these Terms is wholly or partly invalid or unenforceable, the validity of the remaining provisions is unaffected. The parties shall replace the provision concerned with a valid provision which comes closest to its economic purpose.

19.4

The German version of these Terms is authoritative. Translations serve for information purposes.

19.5

S&P may amend these Terms at any time. For a contract already concluded, the version published at the time the contract was concluded applies.

H. Sigrist & Partner AG

Matzingen, 1 October 2026