HYTECON AG · Brunnhalde 10, 6006 Lucerne, Switzerland · Version September 2026
1. These General Terms and Conditions (“Conditions”) apply to all contracts, offers and future contracts concluded by HYTECON AG, Brunnhalde 10, 6006 Lucerne, Switzerland (“HYTECON”), with companies, public-law legal entities and public-law special funds (“Buyer”) for the engineering, manufacture, supply, installation, commissioning and maintenance of plant, equipment, machinery and related components (“Deliverables”), whether under a contract of sale, a contract for work and services, or a mixed contract. Any terms and conditions of the Buyer shall not become part of the contract, even where HYTECON does not separately object to them.
2. Offers of HYTECON are non-binding (invitation to treat) unless expressly designated as binding and stating a binding period. A contract is concluded only upon HYTECON’s written order confirmation or, if earlier, upon commencement of performance by HYTECON. Verbal agreements, assurances or guarantees made before or upon conclusion of the contract are only binding if confirmed by HYTECON in text form (Art. 16 OR).
3. Trade terms shall, in case of doubt, be interpreted in accordance with the Incoterms® in the version applicable at the time of conclusion of the contract.
4. Where the Deliverables comprise both the supply of goods and installation and/or commissioning services (“Project”), these Conditions apply as a whole to the Project unless the parties agree a separate project-specific agreement, in which case that agreement shall prevail over these Conditions in case of conflict.
1. Unless otherwise agreed, prices are those stated in HYTECON’s offer or, failing that, in HYTECON’s price list valid at the time of conclusion of the contract, plus statutory Swiss VAT, packaging, freight, insurance, and import/export duties, unless included under an agreed Incoterm.
2. Prices are quoted in the currency stated in the offer. If no currency is stated, prices are in Swiss francs (CHF).
3. Should HYTECON’s costs (e.g. wages, cost of materials, duties, exchange rates or other third-party charges) change between conclusion of the contract and the agreed delivery or performance date, and more than four months lie between these dates, HYTECON may adjust the price accordingly. Where the resulting increase exceeds 10% of the original price, the Buyer may terminate the contract with respect to the affected quantities/services, by written notice within two weeks of being notified of the adjustment.
1. The scope of HYTECON’s delivery and/or services is conclusively defined by HYTECON’s written order confirmation and the technical specifications referenced therein. Illustrations, drawings, weights and dimensions in catalogues, brochures or offers are approximate only unless expressly designated as binding.
2. Any plans, drawings, calculations, technical documentation, software and other work results prepared by HYTECON in connection with the Project (“Documentation”) remain the intellectual property of HYTECON or its licensors, irrespective of whether they are handed to the Buyer or invoiced as a separate engineering service. The Buyer receives a non-exclusive, non-transferable right to use the Documentation solely for the operation and maintenance of the Deliverables. The Documentation may not be reproduced, disclosed to third parties, or used for manufacture or maintenance of the Deliverables by third parties without HYTECON’s prior written consent, unless mandatory law provides otherwise.
3. Each party shall keep confidential all technical and commercial information of the other party that is marked as confidential or is by its nature confidential, and shall use it only for the purposes of the contract. This obligation survives termination or expiry of the contract for five years.
1. Unless otherwise agreed in the order confirmation, the price for Projects is payable in instalments linked to project milestones, e.g.:
For deliveries of standard goods without installation, unless otherwise agreed: 50% with order, 50% upon notification of readiness for shipment.
2. Invoices are payable net within 10 days of the invoice date, without deduction, unless otherwise agreed. Payment is deemed timely upon receipt of the full amount by HYTECON.
3. Upon HYTECON’s request — in particular for down payments and Projects with an order value exceeding CHF 100,000 — the Buyer shall provide adequate security for its payment obligations (e.g. an advance-payment guarantee or a payment guarantee from a first-class bank). HYTECON may make its performance conditional on the timely provision of such security.
4. The Buyer bears all costs of payment (bank charges, currency conversion, etc.). Without a reminder being required, the Buyer is in default 10 days after the due date.
5. In the event of default, HYTECON may charge default interest at 8% p.a. This does not preclude HYTECON from claiming further damage caused by the default (Art. 106 OR).
6. If, after conclusion of the contract, it becomes apparent that the Buyer’s ability to pay is materially at risk (e.g. suspension of payments, request for a debt-restructuring moratorium, initiation of debt-enforcement proceedings), HYTECON may demand advance payment or security for outstanding performance and may suspend its own performance until such payment or security is provided (Art. 82/83 OR).
7. The Buyer may only set off or withhold payments to the extent its counterclaims are undisputed, arise from the same contractual relationship, or have been confirmed by a final and binding court decision.
1. Delivery and performance dates are approximate unless expressly agreed as binding (fixed date). Periods commence upon the later of (i) the date of HYTECON’s order confirmation and (ii) clarification of all technical details and fulfilment of the Buyer’s cooperation duties (e.g. permits, information, advance payments, security).
2. An agreed delivery date is deemed met if, by that date, the Deliverables have left HYTECON’s works or, for a Project, notification of readiness for shipment or for commencement of installation has been given.
3. HYTECON is entitled to a reasonable extension of time if performance is delayed by circumstances for which the Buyer is responsible (e.g. late cooperation, changes requested by the Buyer, delayed payment or security) or by force majeure (para. 5).
4. In the event of a delay for which HYTECON is responsible, the Buyer must grant HYTECON a reasonable grace period in text form. If that period elapses without result, the Buyer may withdraw from the contract to the extent not yet performed; damage claims are governed by Section XI.
5. Force majeure — including without limitation governmental measures, trade or currency restrictions, sanctions and export-control measures, strikes, lockouts, operational disruptions not attributable to HYTECON, shortage of raw materials or energy, epidemic- or pandemic-related restrictions, and disruption of transport routes — entitles HYTECON to postpone performance for the duration of the impediment plus a reasonable ramp-up period, regardless of whether the event affects HYTECON or its suppliers. If performance becomes unreasonable for either party as a result, that party may, after expiry of a reasonable grace period, withdraw from the contract with respect to the affected part.
1. Where the scope of delivery includes installation, assembly or commissioning on the Buyer’s premises, the Buyer shall, at its own cost and in good time, provide: unobstructed access to the installation site; the necessary auxiliary personnel, tools, materials, scaffolding, lifting equipment, energy (electricity, water, compressed air), lighting, heating and storage facilities; and all permits, statutory approvals and site-specific safety instructions required for the work.
2. The Buyer is responsible for ensuring that the installation site and any interfacing infrastructure (e.g. piping, electrical connections, building services) meet the specifications communicated by HYTECON in good time before installation begins.
3. HYTECON’s personnel and subcontractors shall comply with the Buyer’s applicable site safety rules, provided these have been communicated to HYTECON in writing in advance.
4. Delays caused by the Buyer’s failure to fulfil its cooperation duties under this Section extend the performance deadlines accordingly and entitle HYTECON to invoice any additional costs incurred (e.g. waiting time, additional travel).
1. For deliveries without installation, risk passes to the Buyer upon handover of the Deliverables to the carrier or forwarder, or, at the latest, upon their leaving HYTECON’s works, unless a different Incoterm has been agreed.
2. For Projects including installation and/or commissioning, risk of accidental loss or damage passes to the Buyer upon acceptance under Section VIII, unless otherwise agreed. Risk in respect of parts already installed but not yet accepted passes to the Buyer upon installation of the relevant part where loss or damage is caused by circumstances within the Buyer’s sphere of responsibility (e.g. third-party works on site, inadequate site security).
3. The Buyer shall, at its own cost, maintain adequate insurance (e.g. all-risk property insurance) covering the installation site and the Deliverables from the time of their arrival on site. HYTECON shall maintain customary liability insurance and, where it provides installation/commissioning services, erection all-risk insurance, evidence of which will be provided upon reasonable request.
4. Deliverables reported ready for dispatch must be called off within 5 working days; otherwise HYTECON may, after a reminder, dispatch them at the Buyer’s cost and risk, or store them at the Buyer’s cost, invoicing accordingly.
1. Where the scope of delivery includes installation and/or commissioning, the Deliverables are subject to a formal acceptance procedure upon completion of commissioning and, where agreed, a functional/performance test. HYTECON shall notify the Buyer in writing when the Deliverables are ready for acceptance; the Buyer shall carry out the acceptance inspection without undue delay, generally within 10 working days.
2. Acceptance shall be documented in a joint acceptance protocol identifying any defects found. Minor defects that do not materially impair the use of the Deliverables do not entitle the Buyer to refuse acceptance but shall be listed in the protocol for subsequent rectification.
3. Acceptance is deemed to have occurred (fictitious acceptance) if: the Buyer fails, without valid reason, to carry out the acceptance inspection within the period under para. 1; or the Buyer takes the Deliverables (or an individually accepted Project milestone) into productive use without reservation.
4. Where the Deliverables are supplied without installation or commissioning by HYTECON, the Buyer shall instead inspect the Deliverables immediately upon notification of readiness for dispatch; Section X applies to defects found thereafter.
1. HYTECON retains title to all Deliverables until full payment of all amounts owed by the Buyer under the contract (simple retention of title). Where required for validity under the law of the Buyer’s domicile or the location of the Deliverables — in particular Art. 715 of the Swiss Civil Code for goods located in Switzerland — the Buyer shall, at HYTECON’s request, cooperate in registering the retention of title in the relevant public register and provide any information and documents necessary for such registration.
2. To the extent the Deliverables become a component of an immovable structure or are otherwise permanently affixed such that the retention of title lapses by operation of law, HYTECON may require the Buyer to provide equivalent security (e.g. a payment guarantee or, where available under the law of the relevant jurisdiction, a construction lien).
3. Until full payment, the Buyer may not pledge, assign by way of security, or otherwise dispose of the Deliverables outside the ordinary course of business, and shall notify HYTECON immediately of any attachment or third-party claim affecting the Deliverables.
1. Properties of the Deliverables are determined by the agreed specification and, failing that, by recognised technical standards (e.g. relevant SN/EN/DIN standards) applicable at conclusion of the contract, or trade practice. References to standards, certificates or markings (e.g. CE) do not constitute a warranty or guaranteed characteristic unless expressly agreed as such in text form.
2. Defects must be reported in text form immediately after discovery, and in any event before expiry of the warranty period under para. 5. If the Buyer does not give HYTECON a reasonable opportunity to inspect the alleged defect, including access to the Deliverables and relevant records, warranty claims lapse.
3. There is no warranty for defects resulting from normal wear and tear, improper use, installation, operation or maintenance not carried out in accordance with HYTECON’s instructions, unauthorised modifications, or use of consumables or spare parts not approved by HYTECON.
4. Where a warranty claim is justified and timely, HYTECON shall, at its discretion, repair or replace the defective part (“cure”). If cure fails or is refused, the Buyer may, after a reasonable additional period set in text form, withdraw from the contract with respect to the affected part or reduce the price. Further claims are governed by Section XI.
5. Unless a longer period is mandatorily required by law (e.g. under the Swiss Product Liability Act, or Art. 210 of the Swiss Code of Obligations for fraudulent concealment), the warranty period is 24 months from acceptance under Section VIII or, for Deliverables without installation, from delivery.
1. HYTECON’s liability, on whatever legal basis, is limited to damage caused by wilful intent or gross negligence. This limitation does not apply to mandatory liability under the Swiss Product Liability Act, to damage to life, body or health, or to cases where HYTECON has given an express guarantee for a specific characteristic. In accordance with Art. 100 of the Swiss Code of Obligations, nothing in these Conditions excludes or limits in advance HYTECON’s liability for wilful intent or gross negligence.
2. For slight negligence, HYTECON’s liability is limited to the foreseeable, contract-typical damage and, in the case of delay, to a maximum of 10% of the price for the delayed performance, unless a fixed delay compensation has been separately agreed in text form (Section XII).
3. Claims for indirect or consequential loss (e.g. loss of production, loss of profit, loss of use, loss of contracts) arising from slight negligence are excluded to the extent permitted by law.
1. Where the parties expressly agree a fixed compensation for delay (“liquidated damages”) in the order confirmation, such compensation is the Buyer’s exclusive remedy for the delay concerned, in place of Section XI.2 for that delay. Unless otherwise stated in the order confirmation, such compensation is 0.5% of the price of the delayed performance per full week of delay, capped at 5% of that price. This does not affect the Buyer’s right to withdraw from the contract under Section V.4.
1. The Buyer may request changes to the scope of delivery/services in text form. HYTECON shall inform the Buyer without undue delay of the effects on price, schedule and other contract terms. Changes become binding only upon HYTECON’s written confirmation.
2. Instructions by the Buyer’s site personnel that go beyond the agreed scope are treated as a change request under this Section, even if not initially made in text form, provided they are confirmed in text form within 5 working days.
1. HYTECON may engage subcontractors for parts of the Deliverables or services. HYTECON remains responsible to the Buyer for the subcontracted performance to the same extent as for its own performance, unless otherwise agreed.
1. Prices are exclusive of Swiss VAT and any duties, taxes or charges levied outside Switzerland, which are borne by the Buyer unless included under an agreed Incoterm.
2. Performance is subject to the absence of impediments arising from Swiss, EU, UN and other applicable export-control and sanctions regulations. Should such impediments arise or become apparent after conclusion of the contract, HYTECON’s performance obligation is suspended for their duration; if compliance becomes permanently impossible, the affected part of the contract may be terminated without liability of HYTECON.
3. The Buyer shall provide, in good time, any documentation reasonably required by HYTECON for customs and export purposes (e.g. end-use statements, import licences).
1. The place of performance is HYTECON’s registered office in Lucerne, Switzerland, unless otherwise agreed (e.g. the installation site for installation/commissioning services).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Lucerne, Switzerland, subject to mandatory statutory venues; HYTECON may also bring proceedings at the Buyer’s registered office.
3. The contract is governed exclusively by substantive Swiss law, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
1. Should any provision of these Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision with a valid one that comes as close as possible to its economic purpose.
2. Amendments and supplements to the contract, including this clause, must be made in text form.