General provisions
In order to be legally valid, any amendments to this agreement or notifications in accordance with this agreement shall require to be laid down in writing.
Sasera AG (hereinafter referred to as “SASERA”) reserves the right to make changes in regard to the manufacture prior to the products being delivered, as long as they do not lead to an increase in the price.
Technical documentation
Unless anything to the contrary has been agreed, the technical specifications given in brochures and catalogues of SASERA are no-obligation. Data in technical documentation shall only be binding if the binding nature of such data has expressly been laid down in this offer or in the respective technical documentation.
Regulations/changes to products applicable at the destination
The customer shall bear the responsibility for ensuring that the products comply with all the pertinent regulations on delivery, installation, operating requirements, product safety, etc. applicable at the destination. Changes in the products necessary in order to fulfil local requirements will be made by SASERA subject to the written details being provided by the customer no later than at the time of the order being placed. Such changes shall, moreover, require SASERA’ agreement and shall be invoiced to the customer separately. The customer shall be required to inform SASERA of the safety regulations applicable at the destination (including any application-specific regulations) in good time, however no later than upon SASERA’ employees arriving at the destination, including the regulations in regard to the safety of the personnel and the equipment of the customer and/or SASERA decreed by the competent authorities or the customer’s company or organisation.
The customer shall be required to inform SASERA of the product changes to be undertaken based on such safety regulations no later than at the time of placing the order. SASERA may refuse to provide warranties and/or other services at the installation site if the fulfilment of the applicable safety regulations cannot be guaranteed or no reasonable details on the safety regulations can be given.
Prices
All prices are understood to be net ex works (Incoterms, latest edition) plus packaging, in the currency indicated in the offer. The prices are understood to be exclusive of VAT and any other duties to be paid on the products and/or services provided by SASERA. All taxes and duties incurred to SASERA are to be borne by the customer.
Delivery date/Training courses
Delivery will be made in accordance with the terms and conditions agreed in accordance with Incoterms (latest edition) and within the period specified in the offer. SASERA may appropriately extend the delivery time if the circumstances pertinent to SASERA and/or its suppliers change in such a way that the manufacture, transport or export and import of the products is impaired. The customer may not claim any compensation for damage in the event of direct or indirect losses being incurred due to a delay. In such an event, the customer shall only be entitled to declare the agreement invalid after allotting SASERA a reasonable period of time for subsequent fulfilment in writing and SASERA not having delivered within such extended period based on negligence.
Contractually agreed training periods need to take into account a corresponding preparatory period prior to the desired commencement of the first training course.
Delivery prerequisites
Delivery and the delivery time may depend upon the necessity and/or the receipt of an export licence. For the delivery of certain products a document signed by the end customer is required by the Swiss Export Control Office (seco) at the time of export.
Terms of payment
The terms of payment stated in the offer.
The customer is only entitled to an allocation of a print when SASERA has accepted the demand of the customer in writing.
Service/maintenance contractS
Service contracts to commence delivery of the product, are due at the respective start of the service period and payable within 30 days of invoice date. The service contracts automatically renew the contract agreed-period provided that this was not terminated in writing 2 months before expiration.
If different types of services offered for a service, it can be changed at the latest at the end of a service period of the service type, this requires a mutual written amendment to the service type.
Withdrawal/cancellation
Should an order be cancelled with 10 days of the data of the order confirmation, 5% of the amount of the order is to be paid.
Cession of risk, reservation of ownership
The passing of risk to the customer shall be in line with those Incoterms (latest edition) that have been contractually agreed. Should the transport of the products be delayed for reasons that are not the fault of SASERA, or should it become impossible for such reasons, SASERA shall be entitled to store the goods at the customer’s risk. In such an event, the risk shall pass to the customer upon the storage notification being despatched. The goods shall remain the property of SASERA until such time as payment has been made in full. The customer undertakes to assist SASERA in retaining ownership. In particular, the customer shall be required to co-operate with SASERA with the entry in the competent register of reservation of ownership, in line with the applicable legislation. The customer shall be required to bear any costs incurred in connection with the reservation of ownership.
Shipping, transport and insurance/packaging
The customer shall be liable for the transport and shall be required to give instructions regarding transport prior to concluding the agreement. SASERA is to be notified of any special requirements in regard to shipping, transport and insurance in good time. The customer shall be required to take out its own insurance against any risks. SASERA shall provide special packaging for all products to be delivered. The packaging shall be charged separately and may not be returned for reimbursement. Products may only be returned to SASERA in their original packaging or alternative packaging that is of similar quality.
Checking and acceptance of the delivery
Subject to any special provisions agreed, SASERA shall conduct further tests, such as the acceptance test, at the factory or on site, in return for payment by the customer. The customer shall be required to check the material and packaging without delay upon receipt. Any objections in regard to the packaging, shipping or transport are to be asserted vis-à-vis the latest freight forwarder and SASERA by the customer without delay upon receipt of the goods. The customer shall be required to check the goods and their functionality within 30 days of delivery. The customer shall be required to notify SASERA of any defects in writing without delay. Should the customer fail to notify of the defects in writing within the deadline set, the goods and services shall be deemed to have been accepted, including the functionality of any hardware and software. Warranty shall be excluded in regard to any defects which would have been detected had a proper check been undertaken.
Warranty
SASERA provides a 12-month warranty as from delivery that the goods do not contain any material, planning or production faults. In the case of software products, SASERA guarantees that the software is substantially in line with the program description with regard to its functionality for a period of six months from the date of handover. The detailed warranty provisions in the terms and conditions of use of the corresponding product shall apply. The customer shall be required to notify SASERA of any defects in writing. Should there be any defects, SASERA undertakes to repair or replace any products or components of products proven to be unserviceable or defective due to faults in the material, planning or manufacture, at its own discretion. Any other measures, in particular the retention of payments or claims after reducing the purchase price, withdrawal from the agreement or compensation for damage, shall be excluded to the extent statutorily permissible. The goods shall be subject to certain operating conditions, such as system configurations, data and computer and communications systems that are to be used with SASERA products. SASERA does not guarantee the functionality of the hardware and software under any other operating conditions. This warranty shall not extend to any defects as a result of usual wear and tear, improper storage or improper operation or any other reasons of defects that are not the fault of SASERA The warranty shall not apply if the customer or a third party alters, manipulates or repairs the goods delivered.
Limitation of liability
SASERA shall, except in the case of any provisions to the contrary explicitly cited in the agreement or in the mandatory regulations of the applicable legislation, not be liable for any loss or damage caused to the purchaser or a third party as a direct or indirect result of the use of SASERA products or the inability to use them (including consequential damage). Thus, SASERA shall in particular not be liable for any losses arising from or in connection with the loss, corruption, delay or misuse of data, the use of corrupt data or the impact upon data that is lost, corrupted or delayed in the course of the ongoing (manual or automatic) data processing, regardless of whether such data is processed by SASERA products or not.
Confidentiality
The customer shall be required to handle any non-publicly accessible information in connection with the products confidentially. The customer may in particular not pass on such information (including the product documentation and the operating instructions) to third parties. The customer shall be required to impose any confidentiality obligations upon its employees, business partners and any other third parties which may have access to the confidential data.
Intellectual property and licence to use intellectual property
All intellectual property rights (patents, trademarks, utility models, rights in regard to the design and layout of semi-conductor chips, other design rights, etc.) and copyrights in regard to the products and documentation supplied shall remain the exclusive property of SASERA or its licensors. The customer shall not acquire any such rights by purchasing the products. The customer shall be granted a licence for the software and firmware installed in the products supplied or together with such products (“corresponding hardware”). It shall be limited to the life of the corresponding hardware and may not be transferred to any other hardware or assigned or sub-licensed to third parties. The licence shall, moreover, be limited to the use of the software and firmware in connection with the use of the functions of the corresponding hardware in accordance with the specifications of the products. Any other use, modification, adaptation or operation through any measures (such as decompilation or circuit analysis) of the licensed software and firmware is prohibited.
Assignment
The customer undertakes not to assign the rights and obligations in connection with the products and services to a third party without SASERA’ prior written consent. SASERA may sub-contract the provision of services to third parties.
Place of fulfilment, place of jurisdiction and applicable law
The place of fulfilment for any obligations of the parties shall be Zug, Switzerland. The courts in Zug/Switzerland shall have exclusive jurisdiction for any legal disputes arising from or in connection with the agreement and the products and services accordingly supplied. The customer, in awareness of his or her rights, expressly waives the right to be sued at its registered office or place of residence. SASERA does, however, reserve the right to sue the customer at the customer’s registered office or place of residence. The agreement shall be subject to Swiss substantive law. The UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 shall not apply.