General Terms and Conditions

General Terms and Conditions (GTC) of ElektroNik Zoller

for the supply of components, devices, systems, hardware or software, licences and services. The deliveries can consist of products and services products and services, hardware or software, or an integration of different of different services.

  1. Scope

    2. These General Terms and Conditions (GTC) form an integral part of all contracts between ElektroNik Zoller (supplier) and customers (buyer) for the supply of components, devices, systems, hardware or software, licenses and services individually or in any combination. By placing an order with the supplier, the buyer accepts these general terms and conditions. The Supplier shall not be bound by any terms and conditions of business and delivery or other terms and conditions of the Buyer - in any form whatsoever - which replace or modify these GTC, unless the Supplier has explicitly accepted them in whole or in part in writing.

  2. Conclusion of contract and scope of services

    3. Offers of the supplier are subject to change. A legally valid conclusion of the contract shall only be concluded upon issuance of the written order confirmation by the supplier. The order confirmation or, in the absence of such, the supplier's offer shall be authoritative for the scope and execution of the products and services.
    Services that are not expressly warranted, namely documentation, programming, customization, installation, commissioning, training and application support, certification are not part of the scope of services.
    Changes compared to the order confirmation by the supplier are permitted, provided that the products fulfill the same functions or the services fulfill the same purposes.

  3. Purchase contract

    4. By ordering the desired goods, the Buyer makes a binding offer to conclude a purchase contract. The supplier is entitled to accept this offer within 10 working days by delivering the goods or sending an order confirmation. The content of the contract is determined by the order and / or order confirmation or acceptance of offer as well as these GTC.
    The Buyer is obliged to accept the ordered goods. The Supplier may accept or reject subsequent changes or cancellations of the Buyer's orders at its own discretion.
    If the parties have fixed a period of time for the shipment dates within which the Buyer may call for the goods, the Buyer shall obtain the products by the last day at the latest. In the absence of the necessary information for the calculation of the period, the date of the conclusion of the contract shall be assumed.
    If the Purchaser does not call off the Products in time, the Supplier may set a reasonable deadline for the Purchaser to do so. If no call is made within this period, the Supplier may deliver the Products to the Purchaser without being requested to do so and claim damages in addition to the price.

  4. Information obligation of the buyer

    5. The Purchaser shall draw the Supplier's attention in good time to any special technical requirements and to the statutory, official and other regulations at the place of destination, insofar as they are of significance.

  5. Documentation

    6. If the documentation is not included in the scope of services, the customer may obtain it in the usual version for a fee.
    If the Buyer requires documentation in special forms or in languages not available, this shall be agreed separately.
    Deviations in the documentation, namely in descriptions and illustrations, are permissible provided that the documents fulfill their purpose.

  6. Intellectual property

    7. Subject to any license terms to the contrary, the Buyer and its customers shall only have the right to use the provided software, work results, know-how, data carriers and documentation with the corresponding product, but not to independently sell, distribute, reproduce, expand or modify them.
    Ownership and the right to further use shall remain with the supplier or its licensors, even if the purchaser subsequently modifies the software, work results or know-how records. The Buyer shall take the necessary measures to protect software, work results and documentation from unauthorized access or misuse by unauthorized persons.
    The purchaser may make the necessary backup copies. He shall mark them accordingly and store them separately and securely.

  7. Technical specifications

    8. All technical information, and data, which are based on the data of third party manufacturers, have exclusively orienting character.

  8. Usage

    9. The buyer is responsible for the use of the products and services a s well as the combination with other products, namely with IT or electrical equipment and installations. He must exercise the necessary care and observe all instructions of the manufacturer and the supplier.
    The purchaser is obliged to pass on all information relevant to safety to the users in an appropriate form.

  9. Disposal

    10. The Buyer shall dispose of the delivered products after use at its own expense or transfer this disposal obligation to its customers.
    The Purchaser shall indemnify the Supplier against all disposal obligations, namely against any obligation to take back the goods, against disposal costs and against corresponding claims of third parties.

  10. Prices and terms of payment

    11. All price quotations are non-binding until confirmed and subject to adjustment at any time without prior notice or reason. Prices are net prices, i.e. excluding (without) VAT, export duties or taxes, insurance, permits, certifications, installation, commissioning, training and application support. Transport, packaging and the preparation of export documents may be invoiced separately.
    The invoice is to be paid by the buyer without any deductions at the latest 14 calendar days after the invoice date, unless otherwise agreed. In the event of non-compliance with this payment deadline, interest on arrears of 8% per annum shall be owed from the due date without a reminder. In addition, the buyer has to pay all reminder and processing fees. The reminder fees are as follows:

    1. Reminder: 30 days after the invoice date, 0.- CHF

    2. Reminder: 60 days after the invoice date, 30.- CHF

    3. Reminder: 90 days after the invoice date, 60.- CHF

    If the Buyer causes delays in the execution of the contract, the Supplier may adjust the prices accordingly.
    The Buyer may only offset counterclaims with the written consent of the Supplier. In the event of default in payment, the supplier shall be entitled,

    1. to declare that all claims arising from the business relationship with the Buyer, even if they do not originate from the same legal relationship, shall become due immediately;

    2. set the Buyer a reasonable grace period for all payments due and, if the Buyer does not pay the full amount due within this period, declare the contracts cancelled and reclaim the products and services delivered;

    3. make the further performance of services (including rectification of defects), even if they do not originate from the same legal relationship, dependent on suitable securities of the Buyer, including advance payment.

  11. Shipping dates

    12. Only dates confirmed in writing are binding. Such dates shall be extended accordingly,

    1. if the supplier does not receive information required for the execution in time, or if the buyer changes it subsequently;

    2. if the Buyer is in arrears with the work to be performed by it or is in default with the performance of its contractual obligations, in particular if it fails to comply with payment terms;

    3. if obstacles occur which are beyond the responsibility of the supplier, such as natural events, mobilization, war, riots, epidemics, accidents and illness, significant operational disruptions, labor disputes, late or defective deliveries and official measures.

    The supplier may make partial deliveries.
    In the event of delays, the Buyer shall grant the Supplier a reasonable period of time for subsequent performance. If the supplier is demonstrably responsible for the delay, the purchaser shall be entitled to compensation for the actual damage despite subsequent performance or cancellation of the contract. The compensation is limited to one percent per week, maximum ten percent, measured by the value of the delayed shipment. Further claims arising from shipping delays are excluded. A possible exceeding of the shipping date does not entitle the buyer to refuse acceptance, to immediately withdraw from the contract and / or to claim damages. In the event of shipping delays for which the supplier is responsible, the purchaser may only withdraw from the contract if a reasonable grace period of at least 60 days set by him in writing under threat of withdrawal has expired fruitlessly.

  12. Delivery

    1. Deliveries are made at the expense and risk of the buyer, provided that the buyer has its own freight account with a courier. The risk shall pass to the buyer as soon as the goods are handed over to the courier. The pick-up clause Ex Works (EXW) according to Incoterms 2020 applies. Costs for import in the respective country of destination (customs duties, VAT, presentation fee, etc.) are to be borne by the buyer.

    2. Should the shipment be charged via the supplier's own shipping account, the Incoterm clause DAP shall be applied. In this case the freight costs will be charged to the buyer. The risk and costs of transport up to the named place of destination shall be borne by the supplier. Costs for import in the respective country of destination (customs duties, VAT, presentation fee, etc.) shall be borne by the buyer.

  13. Acceptance

    14. Unless a special acceptance procedure has been agreed, the Buyer shall inspect all products and services itself.
    Immediately upon receipt, the Buyer shall inspect the delivered Products for identity, quantity, transport damage and accompanying documents. As soon as possible, the buyer also checks the products and services for other defects.
    Products and services shall be deemed to be accepted if no notice of defects is received within ten days after delivery or if products and services are used economically for more than eight working days.
    Any defects must be reported in writing immediately after discovery.

  14. Right of return

    15. Returns are accepted only after prior consultation with the supplier. The buyer is responsible for the proper transport.
    Goods that have already been shipped can only be taken back and thus credited in exceptional cases and only if it can be proven that the ESD guidelines have been complied with.
    and the goods are returned in their original packaging. The air cushion packaging of the devices must not be tampered with in any way. The decision about a return is solely incumbent on the supplier. A handling fee of 15%, at least CHF 100, will be charged.

  15. Warranty

    16. The Supplier warrants that it will exercise due care and that its products and services will meet the warranted characteristics.
    The Supplier shall not be liable for the results that the Buyer intends to achieve with the products and services.
    Excluded from the warranty are defects and malfunctions for which the supplier is not responsible, such as natural wear and tear, force majeure, improper handling, interventions by the purchaser or third parties, excessive stress, unsuitable operating materials, malfunctions caused by other machines and systems, unstable power supply, special climatic conditions or unusual environmental influences.
    The buyer shall not assert any claims due to an insignificant defect. Insignificant defects are namely if they do not affect the use of products and services.
    In the event of significant defects, the Purchaser shall grant the Supplier a reasonable period of grace to remedy the defect (rectification or replacement). For this purpose, the equipment must be sent to the supplier. Disassembly and assembly, transport and packaging costs shall be borne by the purchaser. Replaced parts become the property of the supplier. The warranty periods are twelve months from the date of delivery. They shall not be interrupted by acknowledgement or elimination of a defect.
    If the remedy of defects fails, the buyer is entitled to an appropriate price reduction. He can only declare the cancellation of the contract if the acceptance of the products or services is unreasonable.
    If the Supplier is demonstrably to blame for the defect, the Purchaser shall be entitled to compensation for the actual damage, but limited to a maximum of twenty percent of the value of the defective delivery, notwithstanding the remedy of the defect, price reduction or cancellation of the contract.
    Compensation for indirect damages, such as lost profits and other financial losses, is completely excluded.
    For faultless goods which have been returned for warranty repair, the delivery costs including shipping charges shall be borne by the purchaser.

  16. Liability

    17. Liability for slight and medium negligence as well as any liability for suppliers of the supplier is excluded.
    The supplier shall only be liable for damages due to defects of title, for intent and gross negligence (except liability for bodily injury). For the rest, any liability is excluded - for whatever legal reason - in particular also for loss of data and consequential damage. Liability is also excluded insofar as insurance exists in favor of the buyer.

  17. Privacy

    18. The supplier shall use the data provided by the purchaser exclusively for the purpose of fulfilling and processing the order. Both parties shall observe the rules of data protection and shall take the appropriate organizational and technical precautions for this purpose.
    By entering into a purchase agreement, the buyer consents to receive newsletters from the supplier. The buyer can revoke this consent.
    Each party is responsible for a reliable backup of its own data as well as those data which are required for the performance of the service. The Buyer shall back up all data in good time before an employee of the Supplier can access its IT.
    The owner of the data collection is the supplier. A transfer of the data of the buyer is made to the shipping company commissioned with the delivery.

  18. Applicable law / place of jurisdiction

    19. The legal relationship shall be governed by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Bern. The Purchaser herewith expressly waives its right to its ordinary place of jurisdiction. However, the supplier shall also have the right to sue the purchaser at his place of residence or registered office.

  19. Secrecy

    20. Both parties and their employees undertake not to disclose to third parties any information from the business area of the other that is neither generally accessible nor generally known and to make every effort to prevent third parties from accessing this information. However, each party may continue to use in its traditional activity knowledge which it acquires in the course of business.

  20. Export

    21. The buyer is responsible for compliance with all relevant domestic and foreign export regulations.

  21. Dual-use goods / intended use

    22. The supplier refuses to cooperate in projects and transactions involving the manufacture of weapons, weapon carriers and ammunition. The Supplier reserves the right to thoroughly examine the Buyer and its business model in advance. If it turns out after the conclusion of the contract that the business model of the buyer violates the permissible purpose of use, the supplier has the right to withdraw from the contract at any time and to cancel the orders confirmed so far.

  22. Severability clause

    23. If any provision of these GTC is or becomes invalid or unenforceable, the remaining provisions of these GTC shall not be affected.

Replaces all previous delivery/warranty provisions.

CH-3627 Heimberg, 28. August 2023