Terms and Conditions by ETRIX AG
1. General provisions
These “General Terms and Conditions of Delivery and Business” apply to all contractual agreements of ETRIX AG, Regensdorf (hereinafter referred to as ETRIX AG), in particular to purchase, work and delivery contracts as well as orders. By concluding a contract, the customer acknowledges them without restriction and unconditionally. All mandatory statutory provisions as well as any contractual deviations in individual cases remain reserved.
Any deviating terms and conditions of the customer shall be
insofar as they are not expressly accepted by ETRIX AG in writing.
2. Conclusion of contract and scope of services
2.1. In principle, contracts can be concluded orally or in writing
follow. The risk of incorrect performance of the contract, which results from the orality of the conclusion of the contract, shall be borne by the customer.
2.2. The scope of services and deliveries of ETRIX AG is conclusively specified in the order confirmation. Insofar as no order confirmation is made, the scope of services and deliveries shall be based on the documents provided by the customer. Further services of all kinds will be charged separately.
Insofar as ETRIX AG submits an offer, this offer is not valid until the final order confirmation by ETRIX AG with regard to price, terms of payment, delivery period as well as with regard to all technical documents and information.
ETRIX AG is released from any obligation and obligation to check the information provided by the customer (in particular the technical information). ETRIX AG is authorized to independently make changes to the
Scope of services or deliveries, insofar as this leads to a
Improvement of the product or service and does not result in an increase in prices.
2.3. Changes to the contract of any kind by the customer require the
Written form. ETRIX AG is not bound by verbal changes to the contract by the customer.
2.4. At any stage of the legal transaction, the customer is obliged to inform ETRIX AG immediately in writing if he becomes aware that the delivery items or parts thereof are or could be used for purposes that entail increased risks (nuclear, medical, aeoro area and the like). In such a case, ETRIX AG reserves the right to issue binding instructions even after conclusion of the contract. The customer further undertakes not to misuse the contractual objects or to put them to such use.
3. Technical documentation
ETRIX AG is responsible for all technical documents, drawings,
Drafts, scheduling plans, solution concepts, cost estimates and other documents of this kind, which are created in the context of the conclusion of the contract or the fulfillment of the contract, the unrestricted ownership and copyright. These documents may not be used by the customer for any purpose and may only be made accessible, handed over or otherwise brought to the attention of third parties with the written consent of ETRIX AG.
4. Performance of the contract by ETRIX AG
4.1. ETRIX AG undertakes to comply with the contractually agreed delivery and fulfilment dates in principle. The delivery period begins as soon as any advance or advance payments or any securities
and all technical points for product production or processing have been adjusted.
ETRIX AG is released from the contractually agreed delivery dates on the basis of:
– if information or documents necessary for the performance of the contract
are not to be received on time or such subsequently dismissed
– if the customer makes subsequent changes to the delivery or
scope of services, or
– if obstacles of any kind occur, which ETRIX AG
despite the application of due diligence, cannot be averted,
regardless of whether they are with it, the contractual partner or third parties
(significant operational disruptions, accidents, natural events,
Warlike and similar events, labour disputes, late or erroneous
liable subcontracting of the products required for production or repair
Raw materials, semi-finished or finished products and the like).
In such cases, the delivery period shall be extended accordingly.
A withdrawal from the contract by the customer due to delay in delivery or performance is only possible if ETRIX AG has previously been put in default in writing and a grace period of at least 60 days has been set. If this grace period cannot be complied with by ETRIX AG, the customer is entitled to declare withdrawal from the contract by registered letter.
The customer expressly waives the assertion of compensation for delay and claims for compensation of all kinds, which are to be attributed to a delay in delivery and performance and a possible withdrawal from the contract.
4.2. The agreed delivery dates oblige ETRIX AG to make the subject matter of the contract available at the agreed time at its registered office in Re-, gensdorf at the place of final production or repair or at another agreed location or to hand it over to a transport officer.
The delivery modalities for purchase and delivery contracts, subject to special contractual agreements, are based on the Inco- terms 2000. Unless otherwise agreed, the collection clause EXW. In any case, the packaging will be charged at cost price and will not be taken back. If the order includes assembly work, the place of assembly shall only be deemed to be a satisfactory factor with regard to the assembly services.
Insurance of all kinds (transport, etc.) as well as the fulfillment of formalities of all kinds are in any case the responsibility of the customer. These costs as well as costs of other additional services are to be borne by the customer.
4.3. In the case of delivery on call, ETRIX AG may deliver the goods to the customer after 1 month from the agreed availability date in
Invoice. In the event of default of acceptance, ETRIX AG is entitled to invoice the entire order quantity. ETRIX AG shall in no case be liable for damage of any kind to the stored material.
4.4. If the provision of the service of ETRIX AG subsequently becomes objectively impossible without its fault or if the contractual obligations of ETRIX AG otherwise undergo unforeseen significant changes, the parties undertake to adapt the content of the contract appropriately. If an adjustment does not appear to be economically justifiable, ETRIX AG is entitled to withdraw from the contract or parts thereof. In the event of termination or partial termination of the contract, ETRIX AG shall be entitled to remuneration for the services already provided. Claims for damages of the customer are excluded in any case.
5. Acceptance by the customer
5.1. The customer must check the goods for completeness and functionality immediately after acceptance or recommendation. Defects must be reported in writing within 10 working days of receipt of the goods at the latest. Late notifications of defects will not be recognized.
The customer’s obligation to inspect shall also exist to the extent specified above if the goods are handed over to a third party for processing, transport, storage or the like on the instructions of the orderer.
5.2. Due to defects of any kind in the delivery or service, the customer has no further rights or claims than those under para. 6 expressly mentioned.
5.3. In the case of orders on call, successive delivery contracts, framework agreements or transactions of a similar nature, the customer is obliged in any case, in particular even in the event of premature termination of the contract, to take over the entire order quantity and to reimburse it in full.
Returns Returns of incorrect deliveries for which the customer is responsible will only be accepted after prior agreement.
The return must be made within 10 days of receipt by royalty. The corresponding credit note is made with a handling deduction of 10% of the return value.
7. Warranty and Liability
7.1. For all goods and services supplied by ETRIX AG or are provided, exists from the date of delivery or delivery
resp. from the end of the provision of the service, a warranty period of 24 months with regard to material and work. In the case of repairs, the warranty only applies to the repair and to the new parts used for this purpose. After expiry of the period, there is no longer any warranty obligation.
At the written request of the order, ETRIX AG undertakes to replace or repair all parts of the delivery that have demonstrably become defective or unusable within the warranty period as a result of poor material, faulty construction or defective workmanship. ETRIX AG alone decides on replacement or replacement. The customer has no right to withdraw from the contract.
ETRIX AG shall decide on the execution of the rectification work. The warranty extends exclusively to the replacement or repair of the defective material, but not to further claims such as dismantling and installation costs and the like. Under no circumstances shall the Customer be entitled to compensation for damages that have not occurred in the delivery process itself, such as loss of production,
Loss of use, loss of orders, loss of profit and other direct or indirect damages.
Within the scope of the warranty obligation, ETRIX AG provides the additional services deemed necessary for its own account. We reserve the right to order the execution of the work to fulfil the warranty obligation at the registered office of ETRIX AG or at another location designated by etrix AG. Furthermore, the replacement delivery is reserved. If the rectification cannot be carried out at the plant of ETRIX AG, the customer shall bear all consequential costs insofar as they bear the usual transport, personnel, travel and subsistence costs as well as the costs for the installation and removal of the defective parts.
Only those that have been expressly designated as such in the order confirmation or in another contractual document shall be deemed to be warranted characteristics. In the case of batteries, at least
70% of the nominal capacity until the end of the warranty period
7.2. Excluded from the warranty obligation are damages that are due to natural wear and tear, inadequate maintenance, disregard of operational
and installation instructions as well as operating instructions, use
unsuitable media (oils, etc.), chemical, mechanical or electrolytic influences, consequences of accidents or other reasons for which ETRIX AG is not responsible. From the warranty
Obligation is also excluded from all damages which are attributable to incorrect information of all kinds of the customer.
All damages are also excluded from the warranty obligation.
that have arisen from or can be traced back to components which have been handed over to ETRIX AG by the customer or an agent of the customer for use, installation or processing. ETRIX AG has no inspection obligations or obligations with regard to such components and is in no case liable for damages of any kind that are directly or indirectly attributable to defects in components or raw materials. For deliveries and services of subcontractors, which the customer prescribes, ETRIX AG assumes the warranty only within the scope of the warranty obligation of the subcontractor.
7.3. The warranty obligation expires immediately if the customer or a third party processes, modifies, disassembles, repairs or improperly installs or removes products produced or processed by ETRIX AG without the consent of ETRIX AG. It continues to expire
immediately, if the delivered goods continue to be used, although there is a defect or the presumption of the existence of such a defect exists or should exist or in the presence of such a defect not immediately all suitable measures to reduce damage are taken.
7.4. All cases of breaches of contract and their legal consequences, regardless of the legal basis for which they are made, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract that are not expressly mentioned are excluded. In no case shall the Purchaser be entitled to compensation for damage which has not occurred to the delivery item itself, such as pro-
Loss of use, loss of use, loss of orders, loss of profit and other direct or indirect damages. This exclusion of liability does not apply to unlawful intent or gross negligence on the part of ETRIX AG, but to unlawful intent or gross negligence on the part of auxiliary persons. In all other respects, this exclusion of liability shall not apply insofar as mandatory law precludes it.
7.5. Any further contractual and non-contractual liability of ETRIX AG shall, insofar as under para. 7.1. until 7.4 is not expressly provided otherwise above, excluded.
If persons are injured or objects of third parties are damaged by acts or omissions of the customer or his auxiliary persons are damaged and ETRIX AG is claimed for this reason, etrix AG is entitled to a full right of recourse to the customer. The exclusion of liability also includes damages resulting from the improper use or improper operation of delivered, processed or installed goods or components, from breach of contract or other negligent or intentionally unlawful or intentional acts of the contractual partner (including environmental damage and the like) or are otherwise attributable to the goods and components delivered, processed or installed by ETRIX AG. Finally, ETRIX AG is not liable for damages of the customer or third parties that are attributable to force majeure.
Force majeure is anything that leads to non-performance or partial performance of the contract due to an impediment beyond the control of ETRIX AG, without ETRIX AG being reasonably expected to consider the impediment at the time of conclusion of the contract or to avoid or overcome the impediment and its consequences.
8. Prices and terms of
payment8.1. For the prices, ETRIX AG refers to the last valid price list. We reserve the right to make any price changes in the meantime
Until full payment of the agreed purchase price, including any default interest and costs, the subject matter of the contract with all components and accessories remains the property of ETRIX AG. The customer expressly authorises ETRIX AG to enter the retention of title in accordance with Art. 715 ZGB in the responsible retention of title register. During the duration of the retention of title, the customer may neither sell, pledge nor lend the object of the contract. In the event of any seizure, retention, arrest or confiscation, etc. of the subject matter of the contract, the customer must point out the retention of title of ETRIX AG and inform ETRIX AG immediately of such restrictions on disposal.
gene. The contractual partner undertakes to give notice of a change of registered office or place of residence at least 14 days in advance during the duration of the existence of a retention of title of ETRIX AG.
8.2. The contractually agreed compensation (purchase price, work wage, order fee, etc.) is based on the conditions valid at the time the contract is concluded. In the event that a change in the conditions of third parties occurs before the delivery of the subject matter of the contract
(increase of list prices, raw material prices and the like), which also apply to the subject matter of the contract, ETRIX AG reserves the right to adjust the agreed compensation. ETRIX AG also reserves the right to make price adjustments due to changes of a constructive or other nature.
which are due to new legal regulations or official requirements.
Unless expressly agreed otherwise, the agreed compensation is purely net (without packaging,
Shipping costs, early termination fee and the like) as well as without discount or other discount. All ancillary costs are additionally owed. The price is to be paid by the customer to the exclusion of any counterclaims as well as objections of retention or set-off in accordance with the payment date communicated contractually or with the invoice. Down and advance payments are not subject to interest.
8.3. The customer’s default in payment shall occur upon expiry of the agreed payment period or the payment period stated on the invoice without a reminder. In the event of default in payment, the contractual partner shall charge default interest in the amount of 10% of the invoice value as well as a respective processing fee of Fr. 50.– to be paid. In the event of default of payment or delay on the part of the customer in the fulfilment of his contractual obligations or other contractual obligations, ETRIX AG shall be entitled to the statutory legal assistance in accordance with Art. 97 et seq. CO. The customer must have any delay credited as fault. If the customer is already in default with the fulfilment of his contractual obligations before the handover of the subject matter of the contract, he is obliged in the event of ETRIX AG’s withdrawal from the contract to pay compensation of 20% of the agreed compensation without ETRIX AG having to provide proof of damage.
(Contractual penalty). ETRIX AG is entitled to demand a higher compensation from the contractual partner if it can prove a higher damage. In any case, ETRIX AG reserves the right to perform the contract in addition to the compensation payments.
demand. In the event of withdrawal from the contract by ETRIX AG after handover of the subject matter of the contract, any right of use and use of the customer shall be granted immediately. In this case, he is obliged to keep the subject matter of the contract ready immediately.
All expenses and expenses incurred in connection with the repatriation incl. any repair costs for damages and the like shall be borne by the customer. The customer is not entitled to any right of retention.
9. Choice of law and place of jurisdiction
9.1. All contractual agreements between ETRIX AG and the customer, in particular purchase, work and delivery contracts as well as orders, are subject to Swiss law.
9.2. The place of jurisdiction for the assessment of all disputes arising from contractual agreements with the supplier is the registered office of ETRIX AG, subject to mandatory statutory provisions. The customer waives any alternative jurisdiction. However, ETRIX AG is entitled to prosecute the customer at its registered office or another place of jurisdiction.