All about our delivery terms
The Fabrimex Systems AG conditions are binding when explicitly or tacitly recognised the parties. Any alterations and relating agreements only come into effect when confirmed in writing by the supplier.
2. Means of Communication
The parties shall communicate with each other verbally, in writing, or by means of electronic data exchange.
In writing refers to letters, protocols, drawings, blueprints, faxes, E-mails and other forms of conveyance that can be verified by way of text or picture. Undersigned means that a signature by ones own hand or an appropriate electronic signature is necessary.
3. Range, Fulfilment and Place of Delivery
For range and execution of the delivery the confirmation of order takes precedence, or where it is not evident - the offer made by the supplier.
Alterations to the confirmation of order are permissible in as far as the product has the same
functions or the services fulfil the same purposes. The supplier has no obligations to make alterations to products and services that have already been produced or delivered.
If no particular place for execution of delivery is specified by the parties or is unclear as to the nature of business, the supplier’s domicile shall be construed as the place of execution of delivery.
4. The Customer’s Duty to Inform
At the destination of delivery the customer must give the supplier timely notice of any technical requirements as well as legal, governmental and other regulations, so long as they are of significance. care and attention as well as conform to manufacturer and supplier guidelines.
The customer is entitled to a customary instruction manual from the supplier. The supplier shall at an added cost provide supplementary editions or documentation, which is not available in a desired language.
Alterations in description and illustrations of the documentation are permitted in as far as they meet the desired ends.
6. Software und Know-how
The customer may utilise software, work results, know-how, data carriers and documentation left at his disposal, as far as it is within the framework of the existing licence conditions. In the absence of such conditions and when the purpose of utilisation is not evident, the customer and the end user have only the right of use with the respective corresponding products, but not to make independent sales, distribution, reproduction, extension, or alterations.
Ownership and the right to further use remain with the supplier or his licensor, also when the customer subsequently changes the computer programme, work results or know–how blueprints.
The customer shall take essential precautions to protect against the undesired access or misuse of computer programmes, work results and documentation by an unauthorised party. The customer may make necessary backup files. He shall correspondingly mark and classify as well as keep them under lock and key.
The customer is responsible for the installation and the application of the product as well as the combination with other products. He is to take due care and attention as well as conform to manufacturer and supplier guidelines.
For the security of all relevant information, the customer is obliged to pass on such information to the user in a suitable form.
8. Delivery dates
Only delivery dates pledged in writing are binding. Such delivery dates are deemed appropriately prolonged,
a) if the supplier’s details that are necessary for delivery do not arrive on time, or when the customer subsequently alters them.
b) if the customer is behind schedule in the execution of his contractual obligations, particularly when he does not meet the conditions of payment.
c) if hindrances occur outside the responsibility of the supplier like natural disasters, mobilisation, war, insurgency, epidemics, accident and illness, substantial business breakdown, work disputes, delayed or faulty deliveries, as well as governmental measures.
The supplier can affect partial delivery.
In cases of delay the customer shall grant the supplier an appropriate time extension to carry out works outstanding. Where the time extension is surpassed and further delays are unacceptable for the customer, he may declare nullification of the contract, providing he communicates it within three working days following expiry of the deadline.
Where the delay in the deadline is the fault of the supplier and there is proof thereof, despite works outstanding being carried out, or nullification of the contract, the customer can claim compensation for real damage. Compensation is limited to one percent per week, at the most ten percent of the calculated value of the delayed delivery. Further claims to delays in delivery are excluded.
Unless a quality control procedure has been agreed to, the customer shall quality control the products and services himself.
On receipt of the incoming products, the customer shall immediately control them and pay attention to identity, quantity, damage through transport, and accompanying documentation. The customer shall check for further defects in the product and services as soon as possible.
Products and services are validly accepted if no notice of defects is made within ninety days following delivery, or if the products and services are commercially utilised for more than twenty days.
The customer must give written notice of all defects immediately after their discovery.
10. Defects Hardware
The supplier shall endeavour to take the required due care and attention. In addition all his products and services must fulfil all the expressly warranted characteristics. Thereupon he is liable for the qualitative well being of the application within the perimeters communicated by the customer in writing before conclusion of the contract.
Excluded from liability for defects are faults and malfunctions that are not the responsibility of the supplier, like natural wear and tear, acts of god, inappropriate handling, encroachment by the customer or a third party, undue demands, unsuitable means of production, disruptions caused by other machines and equipment, instable electrical supply, particular climatic conditions, or unusual environmental influences.
The customer shall make no claims for negligible defects. Negligible defects are namely those that do not affect the application of products and services.
In cases of substantial defects the customer shall grant the supplier an appropriate time extension for their elimination (correction or spare parts delivery).
The supplier shall eliminate the defects as he sees fit, at his own premises or that of the customer, who must facilitate access for the purpose.
The costs for disassembly and assembly, transport, packaging, travelling and accommodation are to be borne by the customer. Spare parts will be the property of the supplier.
The warranty period and statutory period of limitations are twelve months. These will not be discontinued in the event of a defect being recognised or eliminated. Should the elimination of the defect fail, the
customer is entitled to a price reduction. He can only declare nullification of the contract if the acceptance of the product or services is unacceptable.
Where the blame for the defect lies with the supplier and there is proof thereof, despite the elimination of defects, price reduction, or nullification of the contract, the customer is entitled to compensation for real damage, in any case twenty percent of the value of the defective delivery. Entirely excluded is compensation with regard to incoming profit and further damage to assets.
11. Disclaimer of Software Warranties
Fabrimex Systems expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Fabrimex Systems does not warrant that the licensed software will meet licensee's requirements, that the licensed software is compatible with any particular hardware or software platform, or that the operation of the licensed software will be uninterrupted or error-free, or that defects in the licensed software will be corrected. The entire risk as to the results and performance of the licensed software is assumed by licensee. Furthermore, Fabrimex Systems does not warrant or make any representation regarding the use or the results of the use of the licensed software or related documentation in terms of their correctness, accuracy, quality, reliability, appropriateness for a particular task or appplication, currentness, or otherwise. No oral or written information or advice given by Fabrimex Systems or Fabrimex Systems's authorized representatives shall create a warrant.
All third party software or hardware included with Fabrimex Systems products is included on an "as is" basis. Fabrimex Systems makes no warranties, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose and non-infringement, regarding any third party software and hardware, or its use and operation alone or in combination with licensee products.
12. Limitation of Liabilities
In no event shall Fabrimex Systems be liable to licensee or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, loss of data, or loss of business information) arising out of or connected in any way with the use of or inability to use the licensed software, or for any claim by any other party, even if Fabrimex Systems has been advised of the possibility of such damages. Fabrimex Systems's total liability to licensee for all damages, losses, and causes of action (whether in contract, tort (including negligence), or otherwise) shall not exceed the purchase price. Fabrimex Systems shall not be liable for damages or costs of any nature arising from the expiration or termination of this agreement in accordance with its terms.
13. Further Liabilities
The supplier assumes liability within the framework of his Liability Insurance personal and material damage, where the customer can prove the supplier is to blame. Further claims namely for the behaviour of vicarious agents are excluded.
14. Prices and Conditions of Payment
Unless otherwise stated the prices are in Swiss Francs without value added tax, taxes, duties, transport, packaging, insurance, permits, authentication, installation, execution, schooling, and application support. They are payable net within thirty days of date of invoice.
Should the customer cause interruptions in the contractual development the supplier is entitled to adjust the price accordingly.
Where the customer has counter claims he may only settle the account with the undersigned consent of the supplier.
Should the customer not meet the payment deadline he shall pay interest of eight percent a year from the due date of payment.
In case of delay of payment the supplier may set an appropriate time extension. If the customer does not settle the whole amount in this time he may declare nullification of the contract and demand the return of the products and services.
Neither of the parties shall disclose any information relating to the business practices of the other to a third party, be it generally accessible or generally known. Both must take all precautions to prevent the access of this information to a third party. On the other hand either party may further apply know-how in their original business activities that promote business development.
The parties are obliged to extend these confidentiality obligations to all their staff, employees and assigned personnel.
The customer is responsible for conforming to all pertinent national and foreign export regulations.
17. Binding Law and Locality of Court
These legal relations are bound by Swiss Law.
The locality of court is in the domicile of the supplier. The supplier may also seek legal redress at a court in the domicile of the customer.
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