1. Validity
The SYSTAG terms of business are valid when both parties acknowledge them explicitly or tacitly. Changes and supplementary agreements are only effective in as far as they are confirmed in writing by the supplier.
2. Scope, design and point of delivery
The order confirmation is final with regard to the scope and design of the delivery. The supplier delivers the products to a standard design and software in a form which can be read by your equipment in accordance with the version valid at the point of delivery.
If the supplier manufactures the products completely or partly to a special design for the customer, the work follows the description of the requirements in which the customer has specified the outcomes resulting from specific conditions.
Design alterations after order confirmation are allowed provided that the products affected thereby fulfil the Same functions after such alterations. The supplier is under no obligation, however, to carry out such design changes an products already manufactured or delivered.
When no specific place where a contract has to be fulfilled has been agreed by both parties or is obvious from the nature of the company, delivery of the products takes place at the domicile of the supplier.
3. Software and know-how
The customer agrees to use the delivered software, know-how, data handling and documentation revealed to him in connection with the delivery solely for his own purposes, but not to make this information available to a third party. The property rights and the right to further use remain with the supplier or his licensing authority, even when the customer software-program or know-how documentation changes afterwards.
Each extension or change of the software by the customer requires written permission from the supplier.
The client may not make more than three copies of the software for safety and archive purposes. A larger number of copies or the use for other purposes requires the explicit permission of the supplier.
The customer must apply the same property rights for all modifications and copies as the original.
4. Documentation
The client is entitled to one copy of the user’s documentation in the normal design of the supplier. Additional copies or documentation in languages not already available will be charged for by the supplier.
Deviation in the documentation, especially with descriptions and figures are permitted, provided the documents fulfil their purpose.
5. Discretion
Both parties will not disclose to third parties any information about the responsibilities of the other which are neither generally accessible nor generally known, and will make every effort to prevent third parties having access to this information. On the other hand each party may use knowledge in their traditional work disclosed to them during the business transaction.
Both parties extend this obligation to their employees.
6. Customer information obligation
The customer is obliged to give the supplier timely notice of special technical requirements as well as of the statutory, official and other regulations at the delivery point which are significant for the execution and the use of the products.
7. Terms
Only terms confirmed in writing are binding. Such terms will be extended under the following circumstances:
- a) If information required by the supplier for executing the order is not received by him in good time, or if the customer subsequently alters such information;
- b) if the customer is delayed in carrying out his part of the work or is delayed in fulfilling his contractual obligations, namely if he does not comply with conditions of payment;
- c) if hindrances beyond the control of the supplier occur such as natural phenomena, mobilization, armed conflict, civil commotion, epidemics, accidents and illness, serious interruptions in production, labour conflicts, delayed or faulty supply of materials as well as official measures.
The supplier has the right of partial deliveries.
If delays occur the customer should fix a reasonable term with the supplier in which the delivery can be carried out. If the supplier does not fulfil these obligations before this term is finished, the customer may waive the delayed payment or withdraw from the contract, as long as he declares his intentions within three days.
If it is established that the supplier carries the responsibility for the time delay, the customer retains the right, despite delayed fulfilment, waived payment or withdrawal from the contract, to replacement of actual damage, however only to a maximum of twenty percent of the value of the delayed delivery. Further Claims arising from delayed delivery are excluded.
8. Acceptance
If no acceptance procedure is agreed, the customer shall check deliveries himself and report any deficiencies in writing. Should the customer fail to report such deficiencies within four weeks after delivery, the delivery shall be regarded as having been fulfilled in all respects and duly accepted.
Should any deficiencies be discovered subsequently within the guarantee period which could not have been discovered by careful checking during acceptance, the customer shall report such deficiencies immediately to the supplier in writing. Otherwise the delivery shall likewise be regarded as having been fulfilled in respect of such deficiencies.
9. Guarantee
The supplier guarantees delivery of products in faultless condition.
The guarantee period is 12 months after the installation, maximum 18 months after delivery. For mechanical moved parts the guarantee period is reduced to 6 months. For glassware the guarantee expires after delivery or commissioning by Systag.
The supplier agrees to comply with the guarantee by correcting or replacing all components which are proved to be faulty or unusable as a result of faulty materials, design or manufacture.
Excluded from the guarantee is all damage due to causes outside the responsibility of the supplier, such as natural wear and tear, Acts of God, improper handling, intervention by customers or third parties, excessive loading, unsuitable operating equipment or extreme environmental influences.
The guarantee performance will be fulfilled either by the supplier in his workshops or at the customer’s premises. The customer shall guarantee the supplier free access. Dismantling and assembly costs, transport costs, packaging, travel and delay costs will be charged to the customer. Any parts thus replaced become the property of the supplier.
The guarantee periods and limitation periods are not interrupted by recognition or removal of a defect.
If a defect cannot be rectified, the customer is entitled to a reduction in price and compensation for proven, immediate damage, totalling however no more than twenty percent of the value of the defective product. Further claims under the guarantee are excluded. The customer cannot withdraw from the contract or demand compensation for subsequent damage.
10. Further liability
Within the context of his liability insurance, the supplier is liable for injuries to people and damage to goods which the customer incurs as a result of proven negligence by the supplier. Further claims are excluded.
11. Prices and conditions of payment
Unless otherwise agreed, prices are in Swiss Francs and do not include value added tax, postage, levies, customs charges, transport, packaging, insurance, installation, commissioning, training and application support. Payments are due net amount within thirty days after invoicing.
The right to deduct counter charges from invoices, even if they emanate from the same contract or Claims against the same, is subject to the written agreement of the supplier.
Should the customer not comply with the agreed payment deadlines, he is obliged to pay interest an arrears as from the due date of payment without any special reminder. Interest charges are four percent above the applicable discount rate of the Swiss National Bank.
The material supplied by the supplier remains the property of the supplier until the account has been settled in full. The customer is obliged to co-operate with measures which are necessary to protect the property of the supplier.
12. Export
The customer is responsible for compliance with internal and foreign export regulations.
The re-export of certain products supplied to Switzerland from abroad is prohibited by the supplier’s obligation to the imports and exports Section of the Swiss Federal Economy Department and can only take place with the permission of this Section. The supplier acknowledges the relevant products clearly in offers and invoices whereby this obligation is transferred to the customer.
13. Selling on
If contracts between the two parties or the nature of the transaction do not stand in the way, the customer is allowed to sell the products changed or unchanged.
If the customer disposes of the products, he must ensure that all duties resulting from software licences, secrecy agreement as well as possible approval conditions are transferred to the buyer.
14. Legislation and Beat of jurisdiction
This contract is subject to Swiss Law.
The Beat of jurisdiction for both parties is the domicile of the supplier. The supplier may however also appeal to the Court in the domicile of the customer.