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General Terms and Conditions of Sales

PRIAMUS SYSTEM TECHNOLOGIES AG

Schaffhausen, August 2015

  1. General
    All orders and deliveries are made subject to the terms and conditions as herein set out. Any conditions stipulated by the Customer which are in contradiction of our general conditions of supply shall be valid only if acknowledged by us in writing. Any local general terms and conditions or specific conditions of sales shall precede; these terms and conditions as herein set out shall be applicable if any loopholes, contradictions or uncertainties should arise.

  2. Software
    Special conditions apply for software products. We guarantee that our software products can be operated under the specified operating systems. We grant no warranty for functionality, completeness, accuracy or timeliness. Unless otherwise specified the purchase of software provides the right for use on one system only. The software may not be reproduced, copied or transmitted in any way whatsoever.

  3. Quotations
    Our quotations are valid for 30 days and must be treated confidentially. If a Customer does not place a purchase order according to our quotation, the Customer shall return all specifications and documents upon our request.

  4. Price
    All prices are in the indicated currency. Delivery is ex works (EXW Schaffhausen, Incoterms 2010), none insured, excluding packing, VAT or any other tax or duty. We reserve the right to modify prices for goods not yet delivered if circumstances so require and to notify the Customer as soon as possible unless otherwise stated in the order documentation. Special and seaworthy packaging is subject to extra charge.

  5. Payment Terms
    Except and to the extent otherwise stipulated, payment is due 30 days from date of invoice. Checks and money drafts are considered for payment only after clearing.

  6. Overdue Accounts
    If the Customer delays in payment, he shall be liable, without reminder, for default interest at the rate of 6 % above the actual discount rate of the National Bank at the place of his business with effect from the agreed date on which the payment was due.

  7. Delivery Times
    Whilst we will do our best to adhere to any promise of delivery time, delivery shall not be deemed to be of the essence of the contract nor shall the delay be a reason for damages or for cancellation. Part shipments are allowed.

  8. Call-off Orders
    Call-off Orders are subject to the Customer’s obligation to accept full delivery within one year after the date of our order confirmation. Cost of special stock keeping has to be borne by the Customer.

  9. Quantities Delivered
    Invoicing of deliveries is performed according to actual delivery quantity and at the unit prices as stipulated in the order confirmation.

  10. Return Material
    We accept returned material only if a Return Material Authorization was obtained from us. We accept no returns from any products specifically manufactured for the Customer. Material received without any prior authorization will be returned at the Customer’s expense. A fee for administrative cost and product inspection will be levied on the Customer.

  11. Warranties and Guarantees
    Any other claims excluded and upon written request of the Customer, we undertake at our discretion to repair, replace or credited as quickly as possible any parts of the goods which, before the expiry of the guarantee period of maximum one year from the date of delivery, are proved to be defective due to bad material, faulty design or poor workmanship. Replaced parts shall become our property. The Customer shall bear the costs of remedying (i.e. remove, transport and reinstall) the defective parts. Excluded from our guarantee and liability are all deficiencies of the goods delivered by us, which cannot be proved to have their origin in bad material, faulty design or poor workmanship, those resulting from normal wear (e.g. current consumption, recuperation, weather condition, air pollution, not allowed electromagnetic effects), improper maintenance, failure to observe the operating instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action, or resulting from other reasons beyond the supplier’s control. All claims on the part of the Customer, irrespective on what ground they are based, which are not allowed under these general conditions, in particular any claim not expressly mentioned, such as for damages, reduction of price or withdrawal from the contract are excluded. In no case whatsoever shall the Customer be entitled to claim damages, in particular but not be limited, to loss of production, loss of use, loss of orders, loss of profit and other direct or indirect consequential damage. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on our part, but apply to unlawful intent or gross negligence of persons employed or appointed by us to perform any of his obligations. The Customer is responsible to arrange for and pay for the return shipment to us or to our local representative.

  12. Claims (Complaints)
    Customer claims must be submitted in written form immediately upon receipt of goods or immediately upon detection of hidden faults.

  13. Ownership of Goods
    Ownership of the goods sold shall, notwithstanding delivery, or attachment of these to other property, remain with us until we have received full payment for them.

  14. Pledge or Lien
    The Customer shall have no pledge or lien on the property of the manufacturer.

  15. Law
    Any contract between the Parties shall be construed in accordance with Swiss Material Law. Place of court is Schaffhausen, Switzerland.

  16. Technical Specifications
    Unless otherwise agreed upon, brochures and catalogues are not binding. Data provided for in documentation are only binding in so far as having been expressly stipulated as such. We reserve the right to modify any specification without notice.

  17. Design Ownership
    Information and drawings, which were delivered additionally to the sales documentation, may not be transmitted to any third party. The Customer may not transmit or make use of any information of the design and the functionality in any form whatsoever. In the event of infringement of this clause we retain the right for claiming damages.