General terms and conditions

1. validity
These terms and conditions shall apply if the parties expressly or tacitly acknowledge them. Changes are only effective as far as Three-Tec GmbH (hereinafter referred to as supplier) confirms them in writing.

2. means of communication
The parties shall communicate with each other orally, in writing or by electronic data interchange. Letters, protocols, drawings, plans, telefax, e-mail and other forms of transmission which enable proof by text or image shall be deemed to be in writing. Signature means that a handwritten signature or a qualified (advanced) digital signature is required.

3. scope of services
The scope and execution of the products and services shall be governed by the order confirmation or, in the absence thereof, by the Supplier's offer. Services not expressly warranted therein, namely documentation, programming, customizing, installation, commissioning, training and application support, are not included in the scope of delivery.

4. information obligation of the customer
The customer shall draw the supplier's attention in good time to any special technical requirements and to the statutory, official and other regulations at the place of destination, insofar as they are of significance.

5. documentation
If the documentation is not included in the scope of services, the customer may obtain it in the usual form against compensation. If the customer requires documentation in special forms or in languages not available, this shall be agreed separately.

6. software and know-how
The customer may use the transferred software, work results, know-how, data carriers and documentation within the scope of the existing license conditions. In the absence of such, and if it is also not possible to conclude from the purpose of the transfer the scope of the requirements for use, then the customer and its customers shall only have the right to use with the corresponding product, but not to sell independently, to distribute, to reproduce, to expand or to modify. Ownership and the right to further use shall remain with the supplier or its licensors, even if the customer subsequently modifies the computer programs, work results or know-how records. The customer shall take the necessary measures to protect computer programs, work results and documentation from unauthorized access or misuse by unauthorized persons. The customer may make the necessary backup copies. He shall mark these accordingly and set them up separately and securely.

7 Place of performance and transport
Unless a special place of performance has been agreed or arises from the nature of the business, the supplier may provide the products and services at its registered office. If the Supplier delivers products to another place, the customer shall bear the risks and costs of transport as well as the expenses of packaging and customs clearance, even if the cupplier organizes the transport. If the supplier provides services at another location, the customer shall reimburse the travel time and accommodation costs.

8. use
The customer is responsible for the use of the products and services as well as the combination with other products, namely IT or electrical devices and installations. He shall exercise the necessary care and observe all instructions of the manufacturer and the supplier. The customer is obliged to pass on all information relevant to safety to the users in a suitable form.

9. dates
Only dates guaranteed in writing are binding. Such dates shall be extended appropriately a. if the Supplier does not receive details required for performance in good time, or if the customer subsequently changes them; b. if the customer is in arrears with the work to be performed by it or is in default in the performance of its obligations, in particular if it fails to comply with payment terms. c. if obstacles occur which are beyond the responsibility of the supplier such as natural events, mobilization, war, riots, epidemics, accidents and illness, significant operational disruptions, labor disputes, late or defective deliveries and official measures. The supplier may make partial deliveries. In the event of delays, the customer shall grant the supplier a reasonable period of time for subsequent performance. If the additional period is not met and if a further delay is unreasonable for the customer, the customer may declare the cancellation of the contract, provided that he notifies the supplier within three working days of the expiry of the additional period. If the supplier is demonstrably responsible for the delay, the customer shall be entitled to compensation for the actual damage despite subsequent performance or cancellation of the contract. The compensation is limited to one percent per week, maximum ten percent, measured by the value of the delayed delivery. Further claims arising from delays in delivery are excluded.

10. acceptance
Unless a special acceptance procedure has been agreed, the customer shall inspect all products and services itself. Immediately upon receipt, the customer shall inspect the delivered products with regard to identity, quantity, transport damage and accompanying documents. As soon as possible, the customer shall also inspect the products and services for other defects. The customer must report any defects immediately in writing. Products and services shall be deemed to have been accepted if they have been in commercial use for more than twenty working days or if they have been delivered for more than 60 days. Concealed defects that could not have been discovered during an ordinary inspection must be reported in writing immediately after discovery.

11. warranty for defects
The Supplier warrants that it will exercise due care and that its products and services will meet the warranted characteristics. Furthermore, he is liable for the functional suitability to the extent that the customer informed him in writing about the use before conclusion of the contract. The Supplier shall not be liable for the results which the Customer intends to achieve with the products and services. Excluded from the liability for defects are faults and malfunctions for which the supplier is not responsible. These include natural wear and tear (e.g. wear and tear of parts in contact with the product and wear and tear parts), force majeure, improper handling or faulty operation, use other than that provided for in the contract or intended use, intervention by the customer or third parties, excessive strain, unsuitable equipment, faulty operation, interference by other machines and equipment, unstable power supply, special climatic conditions or unusual environmental influences. The customer shall not assert any claims on account of an insignificant defect. Defects are insignificant in particular if they do not impair the use of products and services.
In the event of significant defects, the customer shall grant the supplier a reasonable period of grace to remedy the defect (rectification or replacement). For this purpose, the supplier must have free access to the premises. Disassembly and assembly, transport, packaging, travel and accommodation costs shall be borne by the customer. Replaced parts become the property of the supplier. The warranty and limitation periods are twelve months. They are not interrupted with the recognition or elimination of a defect. If the rectification of the defect fails, the customer is entitled to an appropriate price reduction. He can only declare the cancellation of the contract if the acceptance of the products or services is unreasonable. If the supplier is demonstrably to blame for the defect, the customer shall be entitled to compensation for the actual damage, but not more than twenty percent of the value of the defective delivery, despite rectification of the defect or cancellation of the contract. Compensation for loss of profit and other contractual damages is completely excluded.

12. further liability
The supplier shall be liable within the scope of its liability insurance for further personal injury and property damage demonstrably caused by the customer through the fault of the supplier. Further claims, namely for the conduct of auxiliary persons, are excluded.

13. prices and payment arrangements
Unless otherwise stated, prices are in Swiss francs excluding value added tax, details, freight, packaging, insurance, permits and certifications. They are due for payment net within thirty days from the date of invoice. The customer may only offset counterclaims with the signed consent of the supplier. If the customer fails to meet the payment deadline, he shall pay interest on arrears at the rate of eight percent per annum from the due date without a reminder. In the event of late payment, the supplier shall be entitled to: a. declare that all claims arising from the business relationship with the customer, even if they do not arise from the same legal relationship, are subject to appropriate security from the customer, including advance payment. b. set the customer a reasonable grace period for all payments due and, if the customer does not pay the full amount due within this period, declare the contracts terminated and demand the return of the products and services supplied. c. to make the further performance of services, even if they do not originate from the same legal relationship, dependent on suitable securities from the customer, including advance payment.

14. discretion
Both parties and their employees undertake not to disclose to third parties any information from the other's business that is neither generally accessible nor generally known, and to make every effort to prevent third parties from gaining access to such information. However, each party may continue to use in its traditional activity knowledge that it acquires in the course of business.

15. export
The customer is responsible for compliance with all relevant domestic and foreign export regulations.

16 Choice of law and place of jurisdiction
The legal relationship between the parties shall be governed by Swiss law, to the exclusion of the Vienna Sales Convention.
The exclusive place of jurisdiction is CH-5600 Lenzburg/AG (Switzerland). Actions in other jurisdictions are excluded.

 

Seon, February 22, 2007