GENERAL TERMS AND CONDITIONS
General Terms and Conditions of Repair and Manufacturing
Schnyder SA - Jakobstrasse 52 - CH-2504 Biel/Bienne / Switzerland and
Schnyder Gear Tool Service Europe Kft - Kamilla utca 16 - HU – 8000 Székesfehérvár / Hungary
(30.11.2025 Version 3)
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1. Preamble
The purpose of this General Terms and Conditions is for the Parties to define the conditions under which the Manufacturer will manufacture / repair and, if agreed upon, deliver the Product(s) to the Customer. The Manufacturer is a company with experience and expertise in manufacturing / repair activities; it is equipped with the necessary tools and personnel for production. The Manufacturer offers its services such as1.1. The manufacturing of new Products, which may either be
1.1.1. Standard, off-the-shelf Products, or
1.1.2. Complex Customer Tools, as well as
1.2. The repair of existing Products.
2. Definitions
Complex Customer Tools: Specialised instruments designed and manufactured according to the unique requirements specified by the Customer. Unlike standard or off-the-shelf products, Complex Customer Tools are custom-ordered and tailored to meet particular technological parameters, functionalities, or performance criteria as outlined by the Customer. Manufacturer: Schnyder SA (registered seat: CH-2504 Biel/Bienne, Jakobstrasse 52, Switzerland) or Schnyder Gear Tool Service Europe Kft. (registered office: HU-8000 Székesfehérvár, Kamilla utca 16, Hungary). Customer: any business organisation contacting the Manufacturer with the aim to order the manufacture of a Product or repair of a product previously manufactured either by the Manufacturer or a third party. Manufacturing Fee: the amount invoiced by the Manufacturer to the Customer for the manufacture / repair and, if agreed upon by the Parties, delivery of the Product. Manufacturing Agreement: the present General Terms and Conditions and the Order. RfP: The Customer’s request for proposal sent via e-mail to the Manufacturer's e-mail address. Parties: Manufacturer and Customer jointly. Product: gear cutting tools as hobs, cutters, shaper cutters, power skiving tools, cold rolling tools, EDM-electrodes, masters, and any other current or future products of the Manufacturer, including Complex Customer Tools and Repaired Products. Repaired Products: a product previously manufactured either by the Manufacturer or a third party, repaired by the Manufacturer within the framework of the Manufacturing Agreement. Order: a proposal of the Manufacturer that has been accepted by the Customer.3. The Subject of the General Terms and Conditions
3.1. The Parties agree that the Manufacturer, will manufacture / repair the Product(s) in the quantities and quality as specified in a given Order, in accordance with the agreed quality requirements and instructions and, if agreed upon by the Parties, deliver them to the Customer.
3.2. The Customer undertakes to pay the Manufacturing Fee.
3.3. The Parties acknowledge that the Manufacturer is required to organize the work in such a way that the Products specified in the Order are produced in a timely manner and with appropriate quality, in accordance with the Manufacturing Agreement.
3.4. The Manufacturer directs and executes the entire manufacturing /repair process of the Product in conformity with its own enterprise management and quality assurance protocols.
3.5. The Manufacturer shall also perform all tasks that, although not specifically named in this Manufacturing Agreement, are necessary for the professional and comprehensive provision of the services covered by the Manufacturing Agreement.
3.6. If agreed upon by the Parties, the Manufacturer shall deliver the Products to the Customer’s site. In the absence of such agreement, the Customer may collect the Products at the Manufacturer’s site either in Biel or Székesfehérvár, as determined by the Manufacturer.
3.7. The Manufacturer shall be entitled to engage subcontractors or other third-party contributors in the performance of its obligations under this Agreement. The Manufacturer shall remain fully liable for the acts and omissions of such subcontractors as if they were the Manufacturer’s own, and shall ensure that any such subcontractor complies with all relevant terms of this Agreement.
4. Manufacturing Fee
4.1. In exchange for its repair services, or in the case of manufacturing, for the manufactured Products, the Manufacturer is entitled to a Manufacturing Fee and, if applicable, also the delivery costs.
4.2. The Manufacturing Fee is exclusive of any applicable taxes.
4.3. The Invoicing process differs in the case of manufacturing or repair.
4.3.1. In the event of manufacturing, an invoice will be issued upon the Product’s shipment / handover to the Customer.
4.3.2. In the event of repair, an invoice will be issued upon the notification of the Customer on the completion of the repair. Handover / delivery of the repaired Product(s) may only be carried out upon the due settlement of the respective invoice.
4.4. The Customer shall make payments strictly in accordance with the agreed terms of payment, without any deduction for discounts, expenses, taxes, fees, customs duties, or similar charges, unless explicitly specified.
4.5. The Customer shall pay the invoice issued by the Manufacturer, within 30 (thirty) days of receipt via bank transfer to the account number specified on the invoice. In the case of any delay, the Parties agree to apply 5 % per annum 5, as the rate of late payment interest.
4.6. In the case of newly manufactured Products, the Products will be subject to a reservation of ownership until the full amount of the Manufacturing Fee is paid.
5. Ordering Process for the Manufacture of new Products
5.1. The ordering process commences by the Customer placing an RfP. The RfP must specify the quantity and nature of the new Products required.
5.2. The minimum order quantity for Complex Customer Tools is two (2) pieces. For other new Products, there is no minimum order quantity.
5.3. On the basis of the RfP, if necessary – especially in the case of Complex Customer Tools -, the Parties will engage in consultations to specify the technical details of the Products. This technical discussion must be conducted in good faith and aimed at finalising all technical specifications, requirements, and other relevant details of the Product(s).
5.4. Following consensus on the specifications, the Manufacturer shall issue a detailed proposal encompassing pricing, delivery/handover timelines, and other relevant terms. The prices stated in the proposal are valid for 30 (thirty) days.
5.5. Should the Customer agree with the proposal, it shall accept it via an e-mailed written Purchase Document. Such acceptance indicates the Customer’s agreement with the terms, conditions, pricing, and delivery/handover schedule outlined therein.
5.6. Upon receipt of the Customer’s acceptance, the Manufacturer shall commence the manufacturing of the ordered Products in accordance with the Order.
5.7. Following the completion of the manufacturing, the Manufacturer shall, if agreed upon, ensure the delivery of manufactured Products to the Customer’s designated address, as per the delivery details stipulated in the Order, or notify the Customer on the handover details.
5.8. Any changes to or cancellation of an Order require the Manufacturer’s prior written consent. The Customer is responsible for all costs already incurred.
5.9. In the case of a cancelled repair, the liability to return the tools solely lies with the Customer.
6. Ordering Process for the Repair of Products
6.1. The ordering process commences with the Customer placing an RfP. The RfP must specify the required repair work.
6.2. On the basis of the RfP, if necessary, the Parties shall engage in consultations to specify the technical details of the repaired Products. This technical discussion must be conducted in good faith and aimed at finalising all technical specifications, requirements, and other relevant details of the Product.
6.3. Subsequently, the Customer shall arrange for the delivery of the product requiring repair to the Manufacturer’s facility determined by the Manufacturer (Biel or Székesfehérvár).
6.4. Upon receipt, the Manufacturer shall inspect the product to determine the feasibility of repair. The findings of the inspection must be communicated to the Customer in due course.
6.5. Following the inspection, the Manufacturer shall provide the Customer with a formal proposal outlining the costs and the scope of repair work, as well as the anticipated time of completion.
6.6. Should the Customer agree with the proposal, it shall accept it via an e-mailed written Purchase Document. Such acceptance indicates the Customer’s agreement with the terms, conditions, pricing, and delivery schedule outlined therein.
6.7. The Parties hereby confirm that technical documents, such as illustrations, weight and dimension details, are only approximate and are not considered binding from a manufacturing standpoint.
6.8. If, during the repair process, the Manufacturer determines in its reasonable opinion that the Product is irreparable, it should give a notice on it to the Customer without undue delay. By this notice, the repair order should be considered terminated. The Customer expressly agrees that, in such scenario proportional repair costs will be borne by the Customer. The Customer may request a newly manufactured product with the application of the procedure described in Section 5.
6.9. Should the Customer wish to retrieve the Product, it may arrange for its return. In the event that the Customer does not organise collection, the Manufacturer shall be entitled to charge storage fees in accordance with Section 8.4.
7. Product Quality, Manufacturing Process
7.1. The Manufacturer ensures that the tools used during the manufacturing process comply with the applicable laws, standards, and agreed quality requirements, and takes responsibility for their availability and maintenance.
7.2. The Manufacturer shall act in accordance with the behaviour expected in the given situation when operating and maintaining the equipment necessary for manufacturing. This includes ensuring that the equipment is in proper condition and operationally efficient to meet the quality standards applicable to the Product.
7.3. The Parties hereby confirm that technical data, such as illustrations, weight and dimension details, indicated in the Order are only approximate and are not considered binding on the Manufacturer.
7.4. Except for repaired products, the Manufacturer is entitled to deviate from the quantity specified in the order by up to ±10% during delivery of the product, without requiring any further approval from the Customer.
7.5. In circumstances where the application of the permitted deviation of +/- 10% to the quantity specified in the Order results in a fractional value, the following rules apply:
7.5.1. In the case of under-delivery, the quantity shall be rounded down to the next whole number, so that no additional unit needs to be delivered.
7.5.2. In the case of over-delivery, the quantity shall be rounded down to the next whole number, so that no additional unit is supplied.
7.6. The Manufacturer shall notify the Customer if any obstacles, delays, errors, or deficiencies arise during production.
8. Delivery/handover time
8.1. Any delivery/handover dates specified by the Manufacturer in the Order are to be understood as indicative only and do not constitute fixed or binding dates. Such dates are provided for guidance purposes (i.e., as approximate dates) and do not form the basis of a transaction for delivery on a fixed date.
8.2. Should the Manufacturer be aware of any circumstances that may hinder the timely fulfilment of the Order, the Manufacturer shall notify the Customer of this and include the expected date of completion in a timely manner.
8.3. Should the Manufacturer experience delays, such delays do not constitute a breach of the Manufacturing Agreement. However, in the event that a delay exceeds 14 (fourteen) days, the Customer will be entitled to a discount of 4% percent of the total price of the delayed Product(s) and 2% for each subsequent period of 7 days of delay. The aggregate discount available to the Customer under this provision may not exceed ten percent of the total value of the Product(s) subject to late delivery.
8.4. In the case of the Customer’s failure to take over the Products, all the related costs and liabilities lie with the Customer. Furthermore, the Manufacturer reserves the right to charge storage fees starting one (1) month after notifying the Customer that the Products are ready for delivery, provided that the parties have agreed the delivery shall be arranged by the Customer. These fees shall amount to 0.5% of the invoice value per month.
8.5. Provided that the parties have agreed the delivery shall be arranged by the Customer and a reasonable extension period set by the Manufacturer has expired without the Customer taking over the Products, the Manufacturer reserves the right to withdraw from the contract, to otherwise dispose of the Products, or to deliver the Products to the customer. The associated costs are to be borne by the Customer.
8.6. If delivery is agreed to be subject to call-off requests, the Manufacturer reserves the right to ship and invoice all the Products no later than 12 (twelve) months from the date of agreement, regardless of whether the Customer has issued a call-off request.
9. Partial Performance
9.1. The Manufacturer is entitled to perform its services in advance or in parts. The Customer is obliged to accept partial performance.
9.2. The Parties shall cooperate in good faith to settle any completed portions of the services.
9.3. Any additional costs arising in connection with partial performance, in particular delivery costs, shall be borne by the Manufacturer.
10. Warranty Declarations
10.1. The Manufacturer declares and warrants that the manufacturing process of the Products complies with the applicable laws and regulatory requirements and follows good manufacturing practices.
10.2. The Manufacturer declares and warrants that the Product, after its production, complies with the relevant legislation and regulatory requirements.
10.3. The Manufacturer declares and warrants that it possesses the equipment, production line, employees, as well as the technical and manufacturing knowledge necessary to meet the specified requirements.
11. Inspection and Complaints
11.1. Unless a specific acceptance procedure has been expressly agreed, it is the responsibility of the Customer to inspect the Products and notify the Manufacturer in writing of any defects. Such inspection must be carried out without delay upon receipt of the Products.
11.2. Confirmation of acceptance may not be unreasonably withheld.
11.3. The deadline for the acceptance is 10 (ten) days following the receipt of the Products (if the Manufacturer is responsible for delivery) or from the takeover date (if the Customer is responsible for delivery).
11.4. Any complaints regarding defects must be submitted to the Manufacturer in writing no later than 10 (ten) days following receipt of the Products. Should the Customer fail to provide such notification within this period, the Product(s) are to be deemed free from defects in all respects and considered accepted. Any defects that become apparent at a later date must likewise be reported in writing within 10 (ten) days of the discovery.
11.5. In the case of any complaints, Parties undertake to negotiate in good faith to resolve the complaint in question.
12. Returns
12.1. If the Customer intends to return a Product for any reasons, it may only be accepted by the Manufacturer following its prior written consent to the return.
12.2. The delivery condition for returns is DDP Biel for Schnyder SA or DDP Székesfehérvár for Schnyder Gear Tool Service Europe Kft., each as defined by Incoterms ® 2020.
12.3. Returned Products must be packaged appropriately and in a cleaned state. Complex Customer Tools may not be subject to return.
12.4. For all returned Products, an invoice number and date must be communicated by the Customer to the Manufacturer.
12.5. The Manufacturer undertakes to refund the agreed amount but a maximum of 80% of the Manufacturing Fee to the Customer. The exact refund amount is to be calculated on the basis of the conditions of the refunded Product and other circumstances.
13. Term and Termination of the Agreement
13.1. The Manufacturing Agreement comes into effect on the day it is agreed by both Parties and is valid for an indefinite period.
13.2. Either Party is entitled to terminate the Manufacturing Agreement in writing with 90 (ninety) days' notice. In the event of termination of the Manufacturing Agreement, the Manufacturer shall fulfil the Orders already placed.
13.3. Either Party is entitled to terminate the Manufacturing Agreement with immediate effect in the following cases:
13.3.1. if bankruptcy, liquidation, or compulsory dissolution proceedings are definitively ordered against the other Party, or if the other Party decides to initiate bankruptcy, liquidation, or winding-up proceedings;
13.3.2. if the other Party fails to fulfil a material obligation arising from the Manufacturing Agreement, even within a reasonable additional period of at least 15 (fifteen) days after the missed deadline. A material breach of contract is particularly considered:
13.3.2.1. in the case of the Customer, failure to pay the Manufacturing Fee or other payment obligations;
13.3.2.2. if the Manufacturer's permits (if any) for the manufacture of the Product(s) are revoked, suspended by the competent authority, or for any other reason or circumstance the Manufacturer is not authorized to carry out the activities necessary for the production of the Product(s).
13.4. In the case of termination, the Contracting Parties shall settle accounts with each other.
14. Force Majeure
14.1. Neither Party is liable for any delay or failure in the performance of its obligations if such delay or failure is due to a cause, condition, or unavoidable event beyond the control, actions, and person of the Parties (such as war, civil unrest, strike, natural disaster, government measures introduced due to an epidemic, an unavoidable emergency at any partner of the Parties, etc.), provided that these circumstances arise after the Order in question or occur before the Order, but their consequences affecting the fulfilment of the Order were not foreseeable at the time of the Order.
14.2. Force majeure circumstances release the Parties from fulfilling their obligations under the given Order to the extent that the events causing the force majeure hinder them in performing their obligations. The exemption applies only for the duration of the effect of the event in question.
14.3. The Party affected by the force majeure shall inform the other Party in writing as soon as possible, and provide information about the expected duration and the impact of the force majeure on the fulfilment of obligations undertaken in this contract.
14.4. In the event of force majeure, the Parties shall consult for operational purposes, develop proposals, and act in accordance with the agreed written plan.
15. Intellectual Property
15.1. All intellectual property rights, including but not limited to copyrights, remain vested in the Manufacturer. Any use, reproduction, or adoption of designs, images, drawings, texts, or numerical data, as well as the distribution of catalogues to third Parties, is strictly prohibited without the Manufacturer’s prior written approval.
15.2. For the sake of clarity, the Parties expressly agree that all documents and specimens delivered with the proposal remain the Manufacturer’s intellectual property. Without the Manufacturer’s consent in writing, no access to the proposal documents may be granted to third Parties, in particular to competitors of the Manufacturer.
15.3. The Customer warrants that the manufacture of items produced according to their specifications does not infringe upon the proprietary rights of third Parties.
15.4. The Customer undertakes to utilise the Product(s) solely within their own business operations and to maintain strict confidentiality regarding their structure and specifications, particularly with respect to third Parties, including but not limited to competitors of the Manufacturer.
16. Exclusion of Liability
16.1. Unless otherwise expressly stipulated by mandatory legislation, the Manufacturer expressly excludes its liability (especially its liability for indirect damages) for its services and the Products, to the fullest extent permitted by the applicable laws, irrespective of the legal grounds.
16.2. Unless otherwise expressly stipulated by mandatory legislation, all claims of the Customer expire 12 (twelve) months after the date of delivery.
16.3. Where the Manufacturer provides the Customer with advice regarding the application of any technology, such advice is given strictly without any acceptance of liability. The Manufacturer expressly excludes any liability for the outcomes or consequences arising from the Customer’s reliance on such advice.
16.4. It is specifically noted that any guidance or recommendations offered by the Manufacturer do not relieve the Customer of their own obligation to thoroughly examine and verify the suitability of the Products for the intended processes and purposes. The Customer remains solely responsible for ensuring that the Products meet their requirements and are fit for use in their specific context.
17. Applicable Law and Forum
17.1. The Manufacturing Agreement is governed exclusively by Swiss law. Any and all disputes arising out of or in connection with the Manufacturing Agreement, including its validity, interpretation, performance, or termination, are subject to the exclusive jurisdiction of the competent courts in Biel/Bienne, Switzerland. This provision applies equally to both Schnyder SA and Schnyder Gear Tool Service Europe Kft. and the Customers as contracting Parties.