General terms and conditions of sales and delivery - X-SENSORS: Sensor-Technologie

1.General

These general terms and conditions are binding and applicable on all deliveries of goods and performance of services. Variant terms set by the purchaser are valid only when expressly approved in writing by X-SENSORS AG. All stipulations and legally binding interpretations by parties to this contract shall be governed by the text of this document. If any part of these terms and conditions of sales and services shall become wholly or partially unenforceable, then the parties to this agreement shall replace them with others as close as possible in legal and economic terms and to their mutual advantage. In all matters which are not regulated by this agreement, Swiss contract law (Schweizerische Obligationenrecht) shall prevail. In the case of deliveries outside Switzerland the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11th April 1980 shall apply.

2.Tenders

Depending on the situation, tenders may be submitted verbally or in writing. Tenders remain open and are not binding until they are accepted and remain in force for the term of their validity.

3.Price

Prices are quoted net, exclusive of VAT, in the stated currency FOB the location of X-SENSORS AG and unless otherwise stated excluding the cost of packing materials, transport, and insurance. X-SENSORS AG retains the right to inform the customer of the impact on pricing of delivery costs, large fluctuations in the exchange rate, increased customs duties, and other fiscal damages.

4. Completion and fulfillment of orders

Orders shall not be binding on X-SENSORS AG until accepted in writing after full clarification of all parts of the order. Subsequent alterations to the order must be provided in writing by the customer and expressly endorsed by X-SENSORS AG. Orders for custom work and repair are considered complete when the parts have been produced or the refurbishing specified by the customer has been completed. Repair work is also considered to be complete if it is apparent that the supplied equipment can no longer be returned to a working state. Orders for CAD work are taken to be complete once the draft version of the layout, schematics, parts lists, etc. released to the customer has been corrected as may be required. The customer must specify and make known their packaging, shipping, and insurance requirements. By default X-SENSORS AG will provide the aforementioned services to the best of their ability. Transport from the time the goods are given to the carrier is at the risk and expense of the customer except in the case where goods are delivered to their destination by X-SENSORS AG or are picked up from an X-SENSORS AG location by the customer. When CAD work and machine-readable data are transferred using electronic media, the customer must advise X-SENSORS AG without delay of any incomplete or missing or unreadable information. In no case shall X-SENSORS AG be held liable for errors arising from the transmission of data.

5. Scope of deliverables and services

The order confirmation from X-SENSORS AG constitutes the entire description of deliverables and services. Materials or services which are not included in that will incur additional charges. Without special agreements or exact cost specifications from the customer billing for each order may be adjusted by up to 3%. Surpluses of customer-specific material which X-SENSORS AG does not usually keep in stock and which must be ordered specially for that customer will be charged to the customer at the completion of the order if no further orders are placed and X-SENSORS AG can not use the material for other purposes. Changes to construction from the contents of the order can be made through X-SENSORS AG provided that the goods have the same function. X-SENSORS AG is not required to apply any changes to goods already delivered to the customer. Orders which have a call-off with no fixed delivery date must call for goods within six months of the order date. Remainders for which there is no further call after the original order can, at the request of the customer, be delivered and billed, or valued to the best ability of X-SENSORS AG and billed as unscheduled costs. The buyer undertakes to inform X-SENSORS of any legal, regulatory, or other requirements associated with fulfilling the order.

6. Conditions for payment

Unless otherwise agreed, payment in full is due within 30 days from the date of billing. Unless there is a written statement to the contrary, the payment must be for the full amount of the invoice and all bank or payment charges must be borne by the purchaser. The debtor shall be liable for any and all costs associated with late payments such as legal fees and collection expenses. Once the payment term has expired a penalty amounting to 4% over the bank credit interest rate of Credit Suisse will be applied. Cheques and bills of exchange count as payment made on the day they clear. Payments may not be recovered by the customer under any circumstances including complaints or any other form of claim. No form of counterclaim or counter-invoice will be accepted. Should the customer fail to honor the terms of the invoice, or should the payment be invalid, all outstanding liabilities with X-SENSORS AG are immediately due and payable in full. X-SENSORS AG is free to specify a payment location to the customer. As a rule that payment location will be the location of X-SENSORS AG.

7. Delivery dates

The delivery dates contained in the offer are not binding. Binding delivery dates will be provided when the order is accepted. Once the order has been accepted by X-SENSORS AG the delivery dates specified in the offer can not be altered. The lead time begins when the order is accepted by X-SENSORS AG after complete clarification of the technical requirements. Lead times can be extended as required:

when X-SENSORS AG experiences delays in obtaining materials required for the order, or when the customer subsequently alters it;
when payment terms are not adhered to or the required import licenses are not provided to X-SENSORS AG in a timely manner;
when impediments arise which X-SENSORS can not resolve by diligent effort, irrespective of whether these impediments originate within X-SENSORS AG or with the purchaser or with some third party. Examples of such impediments might include epidemics, mobilization, war, unrest, serious damage to the workplace, accident, strikes, late or missing delivery of necessary raw materials, assemblies or sub-assemblies, unavailability of necessary components, official sanctions or omissions, or acts of God.
Events with significant consequences also include machine down-time of more than 60 hours, late or missing deliveries of piece-parts and other materials required to fulfill the contract, or delays due to traffic disruption and shipping problems. X-SENSORS AG is required to keep the customer appraised of such significant events. In such situations the customer waives all rights to enforce any claim against X-SENSORS AG.

8. Reservation of Ownership

Goods delivered by X-SENSORS AG remain the sole and exclusive property of X-SENSORS AG until such time as the amount stated in the contract has been paid in full. The customer is required to make provision for the protection of the supplier’s property. When a contract is terminated X-SENSORS AG reserves the express right to have registration of their ownership of the goods recorded in public registers, books, or the likes, in order to comply with relevant laws and to complete all related formalities, at the buyer’s expense. In addition, the buyer must take such measures as will ensure that any claim of ownership by the carrier does not impair or overrule the term of X-SENSOR’s ownership.

9. Quality Control

X-SENSORS AG will carry out quality control procedures specified by customer and will document test results if the customer so desires. If no specific customer instructions are forthcoming, the products will be tested in accordance with internally specified procedures.

10. Customer-supplied materials / measuring equipment / pick-and-place programs, etc.

Responsibility for customer-supplied materials lies entirely with the customer. Should X-SENSORS AG discover deficiencies in supplied materials the production process can be interrupted once the customer has been informed. The lead time will be extended by the length of the interruption. If the customer makes measuring equipment available, the customer is responsible for its calibration, maintenance and validation. X-SENSORS undertakes only that the equipment shall be used properly in the manner prescribed by the customer. Pick-and-place programs and other electronic data and information will be used as supplied by the customer. The customer is responsible for any problems which may arise out of the use of such data. X-SENSORS AG is responsible for damage to supplied products only within the framework of their existing liability insurance, and only when such damage can be shown to be due to errors attributable to X-SENSORS AG.

11. Verification and complaint deadlines, completion of rework.

The customer must check the goods immediately upon delivery for quantity and finish, and if there is a shortage a claim in writing must be entered showing the shortage or deviation at the latest ten days after receipt of the goods or where there is a hidden shortage no later than four months after delivery. Failure to report shortages within the specified period will be taken as acceptance of the shipment. The same deadlines apply to the completion of CAD work where notice of unreadability or errors in data files, drawings, schematics, parts lists, or other relevant electronic documents is the responsibility of the customer. Following a legitimate complaint received within these time limits, X-SENSORS AG will start rework of goods or drafting and other CAD work to make good the shortages. Should the rework fail, liability is limited to the provision of goods equivalent to the defective items at no additional cost.

12. Exchange or return of goods

Under normal circumstances no exchange or return of goods is possible when work has been carried out in accordance with the customer’s instructions or where the customer has responsibility for the design and implementation of the goods. Should a situation requiring exchange or return of goods arise, all associated costs will be charged to the customer. Exchange and return are limited to goods which have not been installed by the customer.

13. Warranty, liability for defects

The warranty runs for 12 months from the date of delivery and is restricted to no-cost replacement of defective materials or components. Repair procedures will be performed at the location of X-SENSORS AG; if repairs must be performed on-site, travel time and meals will be charged to the customer. Excluded from X-SENSORS AG’s liability under warranty is damage or defects unrelated to the activities of X-SENSORS AG and damage resulting from anything other than bad materials, incorrect construction, or other defects directly attributable to the activities of X-SENSORS AG.

14. Infringement of intellectual property rights and constraints on use

X-SENSORS AG is not responsible for checking whether the use or application of any material, technology, CAD or other data, component, or finishing technique specified by the customer may be in conflict with the intellectual property rights such as patents or registered designs of any third party. In every such case that responsibility falls solely and totally on the customer who placed the order. In the event that X-SENSORS AG becomes aware that constraints on use exist, the order may be declined or if the order has been accepted deliveries may be suspended. Primary responsibility for dealing with restrictions regarding the disposition of goods rests with the customer, e.g. in connection with strategic materials or questions about countries under trade embargo.

15. Exclusion of further liability

All claims by the party placing the order other than those expressly permitted in this contract are excluded, no matter on what legal grounds they might be based, including any and all claims for damages or diminution of or withdrawal from the contract. In no case shall claims from the customer be entertained for relief from damages which are not directly related to deliverables, for example loss of production, loss of use, loss of contracts, or reduced profits, as well as other monetary or non-monetary losses. These limitations do not apply to deliberate illegal acts or gross negligence on the part of X-SENSORS AG, however they are applicable to deliberate illegal acts or gross negligence on the part of others.

16. Place of execution, law, jurisdiction

The default location for shipping and payment for goods and services for X-SENSORS AG and for the customer is the normal workplace of X-SENSORS AG, provided that no other provision is contained in the contract. The jurisdiction governing inland and export trade is as specified in section 1. Such differences of interpretation as may arise between the customer and X-SENSORS AG shall be resolved as follows:

consensual resolution between the parties
resolution under the settlement and arbitration provisions of the Swiss Cantonal Board of Trade for the location of X-SENSORS AG, by their experts
resolution under the customary contract and liability laws at the location of X-SENSORS AG, or the general body of laws at that location.

17. Validity

These general terms and conditions for the sale and supply of goods and services are valid from 1st October 2010 until further notice.