General Terms and Conditions
1. Application of the General Terms and Conditions
These General Terms and Conditions shall apply to all and any deliveries and services of LEUTRON VISION AG (hereinafter called LEUTRON). Any deviating terms shall only become binding if accepted expressly and in writing.
The term "performance(s)" as used hereinafter shall include services and/or deliveries, whatever may be applicable.
2. Scope of Performance
Our written confirmation of order shall be relevant for the extent and execution of the performances of LEUTRON. All material and performances not covered by that confirmation shall be charged seperately.
3. Terms of Delivery
Any contractual periods and dates for delivery shall only be approximate. Customer shall be entitled to withdraw from the contract if a delivery date is exceeded by more than 3 (three) months for reasons under LEUTRON's responsibility. In that case, Customer shall be entitled to reimbursement of the amounts paid excluding all other claims. This provision shall apply to delivery of goods only and not to services. All deliveries shall be made FOB Glattbrugg, excluding packing material. Part deliveries are allowed.
4. Delayed Acceptance
If Customer should fail to accept the contractual performances of LEUTRON despite formal notice, LEUTRON shall be entitled to withdraw from the contract. In that case, Customer shall be obliged to pay a penalty in the amount of the full price for the performances contractually agreed upon.
5. Costs, Expiry, Delayed Payment
The costs for the performances of LEUTRON agreed upon shall include all Swiss taxes and evies valid at the time of the conclusion of the contract. Any foreign taxes shall be paid by Customer or shall be additionally charged. In the event that the Swiss taxes or levies be increased or new ones be introduced in the period between the conclusion of the contract and the execution of the performances, LEUTRON shall reserve the right to adjust costs accordingly. This shall also hold true for all then unknown or unforeseeable changes in prime costs or the value of the contractual price, resulting in particular from fluctuations of exchange rates. All prices are quoted in net. The respective conditions on the invoices of LEUTRON shall be relevant for the payment terms. The payment dates shall be expiry dates; in the event of delayed payment, Customer shall be, without having to be formally noticed, liable for default interest in the amount of the interest rate for unsecured current account redits in Zurich.
Furthermore, if Customer is delayed in payment, all claims of LEUTRON, including the ones from other contracts, shall immediately become due. In that event, LEUTRON shall have the additional right to cancel all further deliveries, or to make them dependent on a security or a repayment.
Payments shall only be made in the currency agreed upon. Customer shall have no right to set off its own claims against LEUTRON's claims.
The equipment delivered by LEUTRON shall remain in LEUTRON's ownership until full payment has been made.
LEUTRON shall be entitled to register a retention of title at the relevant authority at Customer's domicile and to advise this registration to the owner of the property where the equipment is located.
In the event that Customer proves that the equipment (including the software) delivered by LEUTRON or its services rendered do not meet the performances contractually agreed upon, LEUTRON shall be liable for the elimimation of the deficiency, provided it has occurred and been notified to LEUTRON within 6 (six) months upon delivery or execution of performance. Within the framework of these terms, LEUTRON, however, shall only perform improvement works up to a maximum amount in correspondence with the price of the faulty product or the faulty performance, not exceeding, however, SFr. 20 000; the value of the performances to be executed by LEUTRON shall be determined according to the actual pricelists. Customer shall have no other claims. In the event that Customer raises objection to part deliveries, Customer shall particularly have no right to cancel the whole contract. The following deficencies and damages shall be excluded from any warranty in any case:
Deficencies and damages
- originating from equipment not delivered by LEUTRON;
- originating from any operations not made by LEUTRON;
- originating from incorrect handling or other negligence by Customer, i.e., non-compliance with the operating instructions;
- originating from the use of the equipment for purposes other than designated for;
- originating from other cause than the ordinary use of the equipment, such as transportation or calamity of nature (i.e., lightning, fire, floods).
8. Warranty for Foreign Products
For products not manufactured or developed by LEUTRON, Customer shall be entitled to guarantee performances of the respective manufacturer or supplier, substituting and excluding the legal warranty terms.
9. Exemption from Liability
The warranty as described in Item 7. shall replace the legal warranty claims. Any other warranty or liability, in particular for indirect or consequential damages, shall be expressly excluded.
The parties shall be obliged to confidentially treat all data and knowledge obtained from the other party through this contract. In particular, Customer must not make technical data or software accessible or pass it on to third parties without the prior written consent of LEUTRON to do so.
11. Applicable Law and Jurisdiction
Exclusively Swiss law shall be applicable for the legal relationship between Customer and LEUTRON. The applicability of the Convention of the United Nations on Contracts regarding International Sales (Vienna Sales Convention) shall be expressly excluded. All disputes arising in connection with this contract shall be settled by the ordinary courts of the Canton of Zurich. The venue is the City of Zurich. LEUTRON, however, reserves the right to sue customer before any other competent court.
Leutron Vision AG, Industriestrasse 57, CH-8152 Glattbrugg, Switzerland