General Terms and Conditions of Sale of Stüwe Switzerland AG (hereinafter „Stüwe“), Industriestrasse 4, CH-9473 Gams
1.1 These General Terms and Conditions of Sale apply to all services and products of Stüwe, insofar as Stüwe expressly refers to these terms and conditions in the offer or order confirmation.
1.2 The customer's general terms and conditions shall only apply if they are expressly recognised by Stüwe.
1.3 Offers from Stüwe are free of charge for the customer, unless Stüwe and the customer have agreed otherwise.
2.1 The products and services that Stüwe undertakes to deliver or provide under these Terms and Conditions are hereinafter referred to as Contract Products.
2.2 The parties may define the product and (if applicable) process specifications for each contractual product and conclude separate quality agreements. The product and process specifications as well as the quality agreements shall become binding upon signature of a corresponding document. The properties of the contractual products agreed in such a document are warranted properties.
2.3 The product and process specifications may only be changed by mutual agreement. In particular, the customer may not unilaterally change the defined specifications without the express consent of Stüwe.
2.4 Stüwe shall be entitled at any time and without the customer's consent to engage one or more third parties to fulfil its obligations under a contract or to transfer the fulfilment of its obligations to one or more third parties.
3.1 Stüwe has obtained confirmation from its suppliers that the components used are free from third-party rights.
3.2 The Supplier shall indemnify Stüwe against any claims asserted by third parties against Stüwe due to an infringement of property rights by products of the Supplier in which at least one component of the affected product of Stüwe is used. Excluded from the indemnification are such claims that third parties assert against Stüwe due to an infringement of property rights by the delivered products as such.
3.3 This indemnification also includes the necessary costs of legal defence incurred by Stüwe in the event of a legal dispute, including the necessary costs incurred in connection with the defence against unfounded claims.
4.1 The prices for the contractual products are EXW Stüwe Gams (INCOTERMS 2010).
4.2 The customer undertakes to pay the amount invoiced by Stüwe within 30 days of invoicing.
5.1 If special tools have to be procured by Stüwe for the manufacture of the Contract Products, the parties shall enter into a corresponding agreement in which, in particular, the financing, service life, ownership and responsibility for maintenance and replacement are regulated. Without a corresponding agreement, the following rules shall apply:
5.2 The tools are the property of Stüwe unless the customer has borne the full procurement costs and has expressly claimed ownership of the tool at the latest when instructing Stüwe to procure the tool.
5.3 The ordinary maintenance of the tools is the responsibility of Stüwe. The same applies to repairs that are the result of improper use.
5.4 The ordinary replacement of the tool at the end of its expected service life shall be at the customer's expense, irrespective of whether the customer is the owner of the tool or not.
6.1 Ordering system
6.1.1 As a rule, the customer shall send Stüwe a written order.
6.1.2 As a rule, Stüwe shall send the customer a written order confirmation.
6.1.3 If the order confirmation remains uncontested, the contract is concluded with this content.
6.2 Delivery modalities
6.2.1 Unless the parties expressly agree otherwise, deliveries shall be EXW Stüwe Gams (INCOTERMS 2010).
6.2.2 Stüwe shall only enclose the documents expressly requested by the customer with each delivery of contractual products, except for a delivery note stating the customer's order number.
6.2.3 The customer undertakes to properly inspect the contractual products upon receipt of the goods and to notify Stüwe of any defects within five working days at the latest. The customer must also notify the carrier of any transport damage.
6.3 Blanket orders / quantity contracts
6.3.1 In the case of orders with continuous delivery (blanket orders/quantity contracts), the customer shall notify Stüwe of the call-offs and sorting as well as all other relevant information in good time, but at least six weeks before delivery EXW Stüwe Gams or in compliance with a deadline agreed in writing between Stüwe and the customer.
6.3.2 If the call-off is not made during the contractually agreed period or if the grading is not carried out, Stüwe shall be entitled to grade and deliver the contractual products itself.
6.3.3 Unless otherwise contractually agreed between Stüwe and the customer, blanket orders/quantity contracts must be called up within one year. After expiry of the one-year period, Stüwe shall be entitled either to deliver and invoice the remaining quantity not yet called up or to claim damages.
7.1 Material warranty
7.1.1 Stüwe warrants that the contractual products comply with the agreed specifications and the quality agreements.
7.1.2 The warranty period is 12 months from delivery of the contractual products to the customer. This period does not extend the periods for notification of defects pursuant to Sections 5.2.3 and 6.1.3.
7.1.3 If the customer discovers defects in delivered contractual products, he must notify Stüwe within five working days at the latest. Stüwe undertakes to repair or replace defective contractual products at its discretion. It shall bear the costs associated with the repair or replacement of the required spare parts and/or materials. The costs for disassembly, transport, assembly, etc. shall be borne by the customer. If Stüwe does not succeed in restoring the condition in conformity with the contract within a reasonable period of time, the customer shall be entitled to assert the statutory warranty rights.
7.1.4 Stüwe assumes no liability for any damages incurred by the customer from or as a result of the delivery of defective contractual products, with the exception of any liability that is mandatory by law.
7.2 Delay
7.2.1 Stüwe shall be in default if it fails to meet an agreed delivery date and the customer has also sent it a written reminder. The consequences of default shall be governed by the applicable statutory provisions. Notwithstanding this, Stüwe assumes no liability for any damage caused by delay, with the exception of any liability that is mandatory by law.
7.2.2 The customer shall be in default if it fails to pay Stüwe's invoices within the agreed periods without the need for a reminder from Stüwe. In the event of default, the customer shall owe default interest of 5 % per annum. In addition, the customer shall reimburse Stüwe for all other losses, costs, expenses and obligations arising from the default. The other consequences of default shall be governed by the applicable statutory provisions.
7.3 Retention of title
7.3.1 The delivered Contract Products shall remain the property of Stüwe until full payment has been received.
7.3.2 The customer authorises Stüwe, if necessary, to have the retention of title entered in the relevant retention of title register without further cooperation of the customer. If the cooperation of the customer, in particular the signing of a corresponding declaration or the like, is required for the registration of the retention of title, the customer undertakes to grant this upon first request by Stüwe.
7.4 Securities
7.4.1 If the contractual receipt of the customer's payment before delivery of the contractual products appears doubtful to Stüwe, Stüwe shall be entitled to withhold delivery for the time being and/or to withdraw from the contract without incurring any costs or compensation unless the customer provides sufficient security for the payments.
7.5 Intellectual property, confidentiality and data protection
7.5.1 All registered and unregistered intellectual property rights to documents (such as plans, sketches, technical descriptions, etc.) that Stüwe provides to the customer within the scope of the contractual relationship and the inventions, developments, designs and objects described therein as well as all rights to the know-how disclosed in these documents and any trademark rights are the exclusive property of Stüwe or the relevant companies of the Stüwe Group. The customer is not authorised to use these documents or trademarks for purposes other than for the execution of the supply relationship with Stüwe without the written consent of Stüwe. In particular, the customer is not authorised to use them for orders from third parties, to publish them or otherwise make them accessible to third parties. The customer undertakes to return such documents to Stüwe after termination of the contractual relationship without being requested to do so.
7.5.2 All intellectual property rights to the delivered Contract Products shall remain the exclusive property of Stüwe.
7.5.3 Both parties mutually undertake to keep secret from third parties all information that is marked as confidential or is not generally known and that they receive from each other within the framework of the contractual relationship. Stüwe's right to transfer information to other companies of the Stüwe Group or to third parties that Stüwe engages for the fulfilment of the contract within the meaning of Section 2.4 shall remain unaffected. The parties shall ensure compliance with this obligation by their employees and any suppliers or subcontractors. This confidentiality obligation shall continue beyond the end of this contract for as long as the confidentiality owner has an interest in maintaining confidentiality.
7.5.4 The customer authorises Stüwe to transfer its customer data to third parties in Germany and abroad for the processing and fulfilment of the contract if necessary. The customer agrees that Stüwe may use its customer data for marketing purposes. The customer may request at any time that his data may no longer be used for marketing purposes.
8.1 „Stüwe Group“ within the meaning of these General Terms and Conditions of Sale includes Stüwe GmbH und Co KG, Technologiezentrum Stüwe GmbH and Düsterloh Fluidtechnik GmbH and Stüwe Switzerland AG as well as all companies that are temporarily or permanently, directly or indirectly, wholly or partly controlled by Stüwe GmbH, Hattingen.
8.2 Should one or more clauses of these General Terms and Conditions of Sale be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid clause with a new provision that comes closest to the economic purpose of the invalid clause.
8.3 Stüwe shall be entitled at any time to transfer the rights and/or obligations arising from this contract in whole or in part to a third party. The assignment of individual or all rights and/or obligations under this contract by the customer to a third party is excluded without the prior written consent of Stüwe.
8.4 Stüwe may offset claims of a customer at any time against claims against the customer to which it is entitled. Offsetting by the customer is excluded.
8.5 All declarations and notifications to be made by a party under this contract must be made in writing. Collateral agreements, amendments and supplements to this contract, in particular to the General Terms and Conditions of Sale, must be made in writing in order to be valid.
8.6 Stüwe shall be entitled to withdraw from the contract without any costs or compensation in the event of a change in the ownership structure, control or management of the customer which, in the reasonable opinion of Stüwe, has a material impact on the interests of Stüwe or another company of the Stüwe Group.
9.1 This contract is governed by Swiss law to the exclusion of the Vienna Sales Convention.
9.2 For disputes arising from or in connection with this contract, the customer recognises the exclusive jurisdiction of the ordinary courts at the registered office of Stüwe. This shall not affect Stüwe's right to sue the customer before any other court.
9.3 The place of fulfilment is Gams, unless otherwise agreed.
Gams, 13.11.2025