1. Scope of validity
The general terms and conditions (referred to in the following as T&C) apply to all contractual services that De Martin AG provides for its customers. A customer is any individual person or corporate body that makes a verbal or written contract with De Martin AG. Individual written agreements take priority over the T&C in the event of contradictions. With regard to the T&C, art. 363 et seq. of the Swiss Code of Obligations (OR - Obligationenrecht) applies to contracts for work and services, and art. 394 et seq. of the OR applies to advisory services.
2. Customer documents and materials
Drawings, quality requirements, measuring points, materials and work descriptions, standards etc. are made available to De Martin AG by the customer and are regarded as instructions. If detailed documents are not available, De Martin AG shall deliver with the design and quality that is customary within the industry. De Martin AG must be provided with workpieces with verified raw dimensions in order to determine the final dimensions that are required by the customer.
De Martin AG must summarily check the materials provided by the customer. The customer must be notified of major deviations in terms of weight and quantity and obvious deficiencies, and must decide on how to progress within an appropriate time.
3. Quotes, contract agreement
Price lists and verbal price information are considered to be orientation prices and are not binding. Quotes without a time limit shall be binding for 90 days.
Contracts are considered to have been finalised:
- if De Martin AG has confirmed an order in writing;
- if the customer has accepted the quote from De Martin in writing;
- if the customer accepts the delivered goods and does not notify De Martin immediately that the delivery has been rejected.
If the goods are delivered by the customer more than three months after production of the quote or the drawing up of the contract, we are entitled to adapt the agreed prices in accordance with any changes to our delivery prices within the scope of price development in accordance with the market.
Reductions shall only be granted on the basis of special agreements.
De Martin AG is obliged to carry out the orders with due care and in accordance with the current state of scientific knowledge. If we discover surface defects or other faults on the products that are supplied that may have an adverse effect on the coating result, we will notify the customer about existing coating risks. If the coating is carried out anyway after approval by the customer, the customer shall also be obliged to pay, even if the coating result is deficient. If instructions are adapted in order for work to continue as a result of the defect that has been found, De Martin AG is entitled to charge the resulting additional costs to the customer, provided that the customer is responsible for the deficiency. We reserve the right to carry out random received goods inspections unless otherwise agreed.
If the customer provides erroneous or insufficient information about the basic material or the goods to be coated and the coating result is adversely affected as a result, the customer is obliged to pay.
The services are provided in accordance with defined processes, which are described in the quality management manual. We explicitly point out that surface treatments in accordance with the ISO 13485 standard, medical products can only be carried out if explicitly requested by the customer and clearly marked when the customer orders them. Generally no coating processes according to ISO 13485 can be offered, but only support processes such as pickling, electropolishing and passivation.
Otherwise the quality management system requirements in accordance with ISO 9001 will be complied with during manufacture.
The customer assures that the material supplied for processing is able to withstand the impact of the processing.
The following requirements apply particularly to coating with CERODEM® or CERODEM® hybrid coatings:
The supplied material must be in a condition fit for coating. The following requirements must be satisfied:
a. The coating process is suitable for metallic materials such as high-speed steels, hot-work and cold-work steels, stainless steels, quenched and tempered steels, carbides and cermets, zinc-free copper alloy materials.
b. The heat treatment is to be performed in such a way that the coating temperature (up to 300 °C) does not result in any loss of hardness or warpage. Coatings at temperatures between 150 °C and 250 °C available upon request.
c. Drill holes, threads or an area that may remain uncoated must be available to hold the material.
Areas that may not be coated must be indicated in the delivery documents.
Material with internal contours (drill holes, slots) can only be coated to a limited extent. The coat thickness decreases as the depth increases, depending on the geometric properties.
Soldering joints must be temperature-resistant up to 600 °C, and be free of blow holes, flux and cadmium. It should be taken into account that the stability of soldering joints will be reduced due to the effects of the high temperatures created during coating. This applies equally to vacuum-compatible solders.
Welded material must be supplied in a thermally stress-relieved state.
The material may not be bonded or pressed.
Blind holes and internal threads must be free of tempering salts and other impurities.
Cooling ducts must be open and clean.
d. The surfaces must be metallically bare. They may not be burnished, vapour-plated or gas or bath-nitrated. Any galvanised coating applied prior to delivery must be indicated.
Ground surfaces must be free of grinding cracks, oxide layers, friction martensite or newly tempered zones. Blunt grinding disks may not be used during processing.
In the case of electric discharge machining, it is generally recommended that several trims be performed in order to reduce the formation of the “pale layer”.
It is generally possible to achieve good coating adhesion with electric discharge machined surfaces, if these have been pre-treated with micro shot blasting.
Polished surfaces must be clean of any polish residues.
Silicone oil-based liquids must never be allowed to come into contact with the coated material. Existing and potential impurities must be indicated.
Photo-etched surfaces may be coated without pre-treatment, provided these are free of residues and flecks.
The surfaces must be free of rust, splinters, wax, silicone oils, adhesive strips, paints, mould imperfections and the like.
The material must be free of grind dust, cleaning agent flecks, finger prints and the like, and all materials must also be demagnetised.
5. Delivery dates
Agreed delivery dates do not start until all instructions that are needed to carry out the work have been issued and the material deliveries have taken place. If the necessary instructions are missing or the material deliveries are still outstanding, the agreed deadlines shall be suspended. This shall also apply in case of defective deliveries by third parties.
Unforeseen events that make delivery of the goods impossible or extremely difficult and for which we are not deliberately or negligently responsible such as operational problems, labour disputes, general lack of raw materials or accidents shall increase the delivery date in an appropriate way. In these cases the suspension of the delivery date shall start as soon as De Martin AG has notified the customer in writing of the production delays, and ends when the problem has been remedied.
6. Testing and acceptance
Following the delivery of workpieces, the customer must check the work and provide written notification of any defects within 8 days. If the customer fails to do this, the goods shall be regarded as accepted. The customer must provide notification of any concealed defects within 8 days of discovery.
All rights arising from defects are considered to be forfeited after the notice period for reporting defects has expired.
7. Transfer of benefit and risk
The benefit and risk of refined workpieces shall be transferred to the customer when the goods are ready for return delivery, even if De Martin AG is covering the cost of return delivery.
8. Prices, packaging, transport, freight international and insurance
The prices shall be regarded as net prices ex works. The customer shall pay the taxes, fees, duty and other secondary costs.
De Martin AG shall bill for the packaging and container separately, unless the packaging used by the customer for delivery can be used to for the return delivery of the processed goods.
Transportation shall take place at the customer's cost. The customer is responsible for taking out any insurance that is required.
Delivery "import" to Switzerland only with "DAP"* Incoterm 2010
Return delivery "export" only with "FCA" Incoterm 2010
*"DAP": De Martin AG reserves the right to charge all costs of the import (excluding Swiss VAT) to the customer at any time and in full by order value smaller than EUR 2'500.00 and / or if import costs are more than 2% of the coating value.
Custom fees due to "non-preferential originating goods" will be charged fully to the customers.
For the customs clearance we refer to our logistics partners, which always carry out the import clearance with fair market prices and do not charge excessive costs and incomprehensible fees for a standard import.
9. Payment conditions, consequences of lateness
Invoicing shall take place at the discretion of De Martin when partial or complete deliveries are made, or with the notification of readiness for collection. De Martin AG is entitled to hand over the refined goods to the customer step by step against cash payment.
If customer payments are not made within 30 days, from the 31st day onwards normal lateness interest shall be due in accordance with art. 104 para. 3 of the OR, without the need for a special reminder.
The customer shall only have the right to offset payments if his counter-claims are found to be legally valid, undisputed or accepted by us. He is also only entitled to exercise a retention right if his counter-claim is based on the same contractual relationship.
Customer claims against us cannot be transferred.
10. Warranty, liability
De Martin AG guarantees that its products have the quality that is customary in the industry. A waste quota of up to 5 % is to be expected when refining small parts. No other guarantee will be given, particularly regarding the usability of the workpieces for certain purposes.
When the workpieces undergo further processing, the customer is foregoing the assertion of defect rights. In particular, we are not liable for deficiencies and faults that have occurred due to unsuitable, non-permissible or improper use or improper coat processing. Furthermore, we are not liable for non-permissible changes to the supplied goods, incorrect installation or defective commissioning by the customer or third parties, normal wear and tear, defective or negligent handling, unsuitable operating materials, replacement materials, chemical, electro-chemical or electrical influences, if we are not at fault.
The warranty obligation of De Martin AG is restricted to the obligation to make good. For this purpose, if a product is found to be non-compliant with the contract, the customer must give De Martin the opportunity to remedy the deficiency for which it is responsible at its own cost. Of the costs incurred because of remedying the deficiency, we will pay the cost for de-coating and re-coating and the cost of domestic delivery. The other costs shall be borne by the customer.
The customer is obliged to return the part with a fault to us on request.
No guarantee can generally be given for de-coating. Particularly not if it cannot be conclusively determined who applied the coating. De-coating therefore always takes place at the client's risk accordingly.
In the event of damage as a result of product deficiencies, the liability of De Martin AG is restricted to the replacement of direct damage to assets that De Martin AG has caused and is responsible for. Damage to assets that exceeds the amount of the price of refining the defective workpieces will not be paid by De Martin AG. De Martin AG is not liable in any way for indirect damage such as loss of profit, loss of production, loss of customers etc. If the refined product is for private use, De Martin AG is liable in accordance with the Product Liability Act (PrHG).
In the event of damage caused by advisory work by De Martin AG, liability shall be in accordance with art. 398 et seq. of the OR.
11. Place of fulfilment
The place of fulfilment from this contractual relationship is Wängi/TG.
12. Place of jurisdiction and applicable law
Material Swiss law excluding the Wiener Kaufrecht (Vienna Convention on Contracts for the International Sale of Goods, agreed on 11th April 1980) applies to the contractual relationship. The exclusive place of jurisdiction for all disputes arising from this contractual relationship is (with the reservation of differing places of jurisdiction of federal law) Wängi/TG. However, De Martin AG is entitled to take legal action at the general place of jurisdiction of the defendant.
13. Severability clause
If a clause of these conditions is or becomes ineffective, the other terms and conditions shall not be affected. The parties agree that the clause shall be replaced with a regulation that comes as close as possible to the business purpose and the legal relations and the ordinary usage thereof.
De Martin AG
Froheggstrasse 34, CH-9545 Wängi