Code of ethics

We act credibly: The way in which we do business is crucial for the reputation and the success of our companies

We act as honest and independent people. The trust of our customers and suppliers in our companies is the basis for success. We are fair in our relationships with customers and suppliers and do not let our business partners down. We look forward to fair competition in our sales markets. We demonstrate responsibility by selecting our business partners carefully.

We abide by the rules of the Competition Law

Our activities strictly conform to all applicable anti-trust laws and other laws for regulating competition:

  • We abide by the regulations of the Act Against Unfair Practices, Article 1, of the Swiss Code of Law and oppose unfair competition, in particular inducement to breach of contract, deception, adulteration and the application of abusive terms and conditions.
  • We are dutybound to open, independent competition and in no way do we enter into agreements with competitors in order to fix prices or to stifle products, markets, territories or customers.
  • We do not exchange any information about current or future prices, profit margins, service costs, quotations, market shares, sales practices, terms of sale, customers or dealers with competitors.
  • We do not conclude agreements with our customers and dealers for the resale of our products at a particular price.
  • We do not undertake any activities by which we would favour one customer over another customer in an unfair way.
We do not pay any brides

Repute as a principled concern of integrity must not be compromised by offering bribes. In dealing with officials or with relations in private business, companies and employees must neither directly nor through middlemen offer or afford financial or other undue advantages in order to obtain new contracts, secure existing contracts or to gain an otherwise improper advantage in the business process.

We protect our credibility by refusing gifts and favours

Acceptance of gifts and invitations from business partners or offers of such favours undermine our credibility. Employees must therefore not offer to existing or potential business partners or accept any gifts, payments, invitations or services by which it may reasonably be assumed that these are influencing business transactions or fall outside the accepted limits of business hospitality.

We protect confidential information and observe the intellectual property rights of other parties

Information is a valuable asset. Information that employees obtain from any source in the context of their work must be treated confidentially. We protect in-house secrets and observe the intellectual property rights of other parties. Employees must not obtain the confidential information of other parties by fraudulent means nor reveal information of this sort without authorisation.

We comply with money laundering laws

The commitment to fairness, honesty and openness necessitates the observance of all money laundering laws. Generally speaking, money laundering exists when moneys from illicit sources are funneled into reputable financial channels in order to conceal them or to have them appear legitimate.

We comply with product liability laws and regulations

Product quality is the basis for high product safety. In order to maintain the good reputation of our companies, full observance of the laws and regulations on the part of the concern and its employees is counted on. We expect our colleagues to be familiar with the law insofar as it bears on their professional activities. Management is responsible for training and advising the workforce as may be required, with respect to safety procedures in particular.

We promote sustainable development and support responsible preservation of the environment

Members of our association contribute to the realisation of the long-term goals of the concern by fostering economic progress and shouldering responsibility for environmental protection and social development. Future viability means that we deal with all interest groups in a socially responsible manner. Every employee is responsible for complying with laws and regulations in respect of conservation of the environment both in the literal and in the figurative sense and for protecting the environment in any surroundings whatsoever.

Basel, 23 March 2018



The co-operative registered in the Commercial Register on the basis of Articles 828 et seq. of the Code of Obligations under the name tecnoswiss, Verband des Maschinen- und Werkzeughandels Genossenschaft has as its purpose to promote the economic interests of the Swiss trade in machinery and tools for metal, timber and plastics processing, to oppose unfair competition and to conduct trade fairs.

The place of residence is located in Basel.


The members of the co-operative can be active or honorary members.

2.1 Active members

2.1.1 These are trading companies and service providers in the machinery and tools industry or other industry-related companies.

A requirement for membership is a current entry in the commercial register dated not less than one year ago.

Each active member has 1 vote. All further terms of admission are determined by the administration.

2.2 Honorary members

People who have given particular service to the co-operative may be elected as honorary members.

They are elected by the general meeting upon nomination by the administration.

Honorary members are entitled to the same rights as active members.

In addition, friends and related companies of tecnoswiss can participate in the activities of the co-operative, without voting rights.


3.1 Acquisition of membership

The application for admission is to be submitted in writing together with the commitment to accept the provisions of the statutes, follow the instructions of the administration and safeguard the interests of the co-operative at all times.

Admission is at the discretion of the administration on the basis of the recommendations of the responsible group administration. Admission requires a two-thirds majority of those present.

There is no right to admission. The administration’s decision is final and requires no justification.

3.2 Termination of membership

Membership is terminated by
a. liquidation
b. suspension

In case of sale or merger the administration may, provided the conditions in 2.1.1 are met, decide to continue the membership regardless of the duration of the Commercial Register listing.

A cancellation can be made at the earliest at the end of a five-year membership (subject to article 3.2.1), after this at the end of a calendar year subject to a three-month term of notice. In particular cases an earlier cancellation may be approved by the administration. The notice of cancellation is submitted in writing and reasons stated to the president.

After a hearing of the group concerned, a cancellation is effected by a decision of the administration. This does not require cause. Art. 846, para. 3 Code of Obligations remains reserved. A publication in the Commercial Gazette and in trade journals remains reserved.

In all withdrawal situations every entitlement to the assets of the co-operative and to reimbursement of dues paid expires.


4.1 Admission fees and annual dues for active and passive members are determined by the general meeting once a year.

4.2 Annual dues are paid in advance for the current calendar year.

4.3 A member that does not meet his payment obligations to the co-operative may have his rights with the cooperative society revoked pursuant to Art. 867 Code of Obligations.

4.4 The assets of the co-operative are solely and exclusively liable for every obligation of the co-operative. Every personal liability of the members of the co-operative is precluded.


5.1 Various groups that address specific matters in the context of the following competencies can be formed within the co-operative by a decision of the general meeting.

5.2 Every active member joins the group for his industry. It is possible to join other groups against payment of a special contribution.


The bodies of the association are
a. General meeting
b. Administration
c. Board of control
d. Group meetings
e. Group boards

6.1 General meeting

The administration calls for
a. the regular general meeting in the spring of each year
b. a special general meeting on request of a tenth of the co-operative members or the administration.

The invitations with agenda must be delivered to the members at least 14 days prior to the general meeting.

Members’ proposals must be submitted to the president in writing at least 8 days prior to the general meeting.

6.1.4 Competencies
Their competencies are in particular:
a. Amendments to the statutes
b. Election of the president, the vice-president, the other administration members and the board of control
c. Acceptance of the annual report
d. Approval of the annual accounts
e. Discharging the board
f. Setting the admission fees and the annual dues
g. Setting the remunerations payable to the administration
h. Deciding on applications
i. Forming groups
j. Appointing honorary members

A simple majority of those members present and entitled to vote is required for decisions and elections, unless the law and the statutes call for qualified majority.

6.2 Administration

The administration consists of the president, 2 vice-presidents (president group Metal and president group Wood), secretary, treasurer and other observers. The president, secretary and treasurer are not permitted to belong to a group administration.

The period of office is two years. Re-election is permitted. The board is self-constituting subject to Para. 6.1.4.

The president has joint signing authority in conjunction with the vice-president, the secretary or the treasurer; the vice-presidents have joint signing authority in conjunction with the president, the secretary or the treasurer.

Competencies and responsibilities

a. Representing the co-operative to the outside
b. General policy guidelines for the co-operative
c. General co-operative matters
d. Collaboration with associations and institutions
e. Mutations
f. Finances
g. Proposals to the general meeting
h. Mediation in the event of differences between members in the second instance
i. Distribution of the administration remuneration provided by the general meeting

6.3 Board of control

The general meeting elects as statutory auditor an authorized auditor.

The co-operative can waive the choice of a statutory auditor, as long as it does not meet the requirements for the duty of ordinary audit or has less than 10 full-time positions on an annual average and all co-operative members agree.

Each member of the co-operative has the right to demand the execution of a limited revision and the election of an authorized auditor no later than 20 days before the general meeting.

As long as no statutory auditor is required, each group (metal/wood) will appoint an auditor.

The terms of office is two years. After two terms of office, no further direct re-election is possible.

The auditors check the annual accounts and prepare a written report for the general meeting. Art. 906 OR applies in general.

6.4 Group meeting

The provisions in No. 6.1.1 to 6.1.3 apply mutatis mutandis. The regular group meetings take place in the autumn of each year.

6.4.2 Competencies
a. Acceptance of the annual report
b. Discharging the group administration
c. Proposal of the group president for election by the general meeting
d. Election of the remaining members of the group administration
e. Technical questions and exchange of experiences
f. Decision on the holding of specialist exhibitions.

6.5 Group administration

The group administration consists of the president of the group, a vice-president, the secretary and assessors. The group administration members may not be association president, secretary or treasurer of the co-operative at the same time.

The period of office is two years. Re-election is permitted. The group administration is self-constituting.

Competencies and responsibilities
a. Management of group business
b. Submission of proposals for election to the administration
c. Election of members of the exhibition committee
d. Holding specialist exhibitions in accordance with the guidelines issued by the administration
f. Proposals to the administration
g. Monitoring of compliance with the decisions and guidelines issued by the administration
h. Mediation in the event of differences between members in the first instance


Changes to the statutes require a two-thirds majority of the votes cast. Art. 889 of the Code of Obligation remains reserved.


Public notices are made in the Swiss Commercial Gazette, notifications and invitations to members in writing or by email.


A decision to dissolve the co-operative at the end of a year may only be taken by the general meeting, if an application to this effect is included in the agenda. The decision requires a majority vote by three-quarters of all members entitled to vote. The assets may only be used for co-operative or non-profit purposes. Art. 911 et seq. of the Code of Obligations apply in general.


The foregoing statutes have been adjusted and approved by the general meeting on 23 March 2018. They become effective immediately.

Basel, 23 March 2018

This translation is based on the German version. In the event of discrepancies, the German version takes precedence.