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1. Scope
1.1 These General Terms and Conditions are the basis of all legal transactions between the ITRIS company ("ITRIS") and the contractual partner ("Customer"). Terms and conditions of the customer to the contrary shall only be valid if they have been accepted by ITRIS in writing. Amendments or supplements to an agreement concluded in any other form must be made in writing.
1.2 A contract shall be deemed concluded - depending on which occurs first - upon receipt by the customer of the written order confirmation from ITRIS, the signing by both parties of an individual agreement or the receipt of the delivery by the customer.
2. Deliveries and services
2.1 The content of the agreement shall be governed by the written contract, in the absence of which by the written order confirmation of ITRIS. Information in brochures, catalogues and technical documents shall only be binding if assured in writing.
2.2 A written contract or order confirmation shall fully replace existing express or tacit agreements, promises or offers between the parties.
2.3 Insofar as ITRIS has not expressly assumed the installation of deliveries free of charge, this shall be borne by the customer. Unless otherwise agreed, ITRIS will invoice separately.
2.4 In the event of delays in deliveries and services, ITRIS shall be entitled to a reminder as well as to a further reasonable grace period. If the contract is not fulfilled even after expiry of the grace period due to fault on the part of ITRIS, the customer shall have the right to withdraw from the contract. In the event of a delay with regard to individual deliveries or parts thereof, the right of withdrawal shall only apply with regard to the prevented partial delivery. After the start of installation work or other agreed services, the right of rescission shall lapse completely, even if the work cannot be completed on time.
Other rights of the customer due to delay of delivery or service are expressly excluded. In particular, the customer shall not be entitled to claim damages for delayed deliveries or services.
3. Warranty, liability for defects
3.1 ITRIS guarantees that the deliveries and services will comply with the specifications announced upon delivery. A warranty for uninterrupted operational readiness shall not be assumed.
3.2 The warranty period shall be 12 months and shall commence on the day the delivery is dispatched or the service is completed by ITRIS. The warranty expires prematurely in case of improper handling of deliveries and services by the customer.
3.3 The customer shall inspect the deliveries and services within a reasonable period of time and immediately notify ITRIS in writing of any defects. If the customer fails to do so, the deliveries and services shall be deemed approved.
3.4 ITRIS undertakes to repair or replace at its option all parts of the deliveries and services which lack contractually warranted characteristics or which demonstrably become defective as a result of bad material, faulty design or defective workmanship up to the expiry of the warranty period. Replaced parts shall become the property of ITRIS.
Depending on the maintenance category, ITRIS shall provide these warranty services either at the location of the delivered goods themselves (location maintenance) or at an ITRIS service station (service station maintenance) or through third parties. In the case of site maintenance, ITRIS will provide the services during normal business hours at the location of the deliveries. In the case of service point maintenance, disassembly, transport, installation and recommissioning shall be the customer's responsibility.
3.5 ITRIS shall only be liable for the breach of any ancillary obligations arising from a delivery (e.g. inadequate advice and the like) in the event of unlawful intent or gross negligence.
3.6 ITRIS shall assume liability up to a maximum of CHF 5,000,000.00 per damage event for direct, direct damages of the customer in connection with defects in deliveries and services caused by ITRIS. However, ITRIS is not liable for indirect, indirect or consequential damages such as loss of profit, loss of data, restoration of destroyed data, claims of third parties or damages resulting from the non-fulfilment of contractual obligations of the customer.
3.7 If manufacturers or sub-suppliers of goods and services provide for more restrictive guarantee regulations than those set out in this Clause 3, ITRIS shall provide a guarantee only within the framework of the guarantee obligations assumed by the manufacturers or sub-suppliers. The customer confirms that he has informed himself about the relevant warranty provisions before concluding the contract.
3.8 Due to defects of any kind in deliveries and services, the customer has no rights and claims other than those expressly mentioned in sections 3.4 to 3.7 above.
4. Prices and terms of payment
4.1 The customer undertakes to pay the price stipulated in the individual contract, which is due 10 days after dispatch of the delivery by ITRIS or upon completion of the service.
4.2 If payment is not made even after a reminder has been issued, ITRIS shall be entitled to all rights according to Art. 107 ff OR. In the event of withdrawal from the contract, the customer is obliged to pay ITRIS a contractual penalty of 10% of the contract sum. The obligation to pay the contractual penalty exists regardless of whether the customer is responsible for the delay or not. The use of the contractual penalty shall not prevent ITRIS from additionally claiming damages in excess of the amount of the contractual penalty.
4.3 All prices are net, i.e. all additional costs such as packaging, transport, insurance, taxes, levies etc. shall be borne by the customer.
4.4 Transport shall be at the expense and risk of the customer. Insurance against damages of any kind is the responsibility of the customer.
5. Preparatory actions and acceptance
5.1 If the deliveries are installed by ITRIS, the customer shall make the corresponding localities available in good time in accordance with ITRIS's instructions and shall equip them beforehand at his own expense with all necessary technical equipment (e.g. power supply, air conditioning, etc.) for the operation of the deliveries.
If the installation of the delivery is delayed due to a breach of the above obligation by the customer, the delivery period shall be extended accordingly and the price agreed in the individual contract shall become due for payment immediately and in full.
5.2 Installation work or other services shall be accepted by the parties immediately after their completion. Acceptance shall take place in the presence of one representative of each party; a written acceptance protocol shall be drawn up.
6. Retention of ownership
Ownership of deliveries shall not pass to the customer until the full price has been paid. The customer authorizes ITRIS upon conclusion of the contract to enter the retention of title in public registers at his own expense without further ado.
7. Transfer of benefits and risks
Benefit and risk are transferred to the customer with the departure of the delivery at ITRIS. In case of delivery by ITRIS and agreed installation obligation, benefit and risk shall pass to the customer upon unloading of the delivery from the means of transport at the place of delivery.
If the departure of the delivery is delayed for reasons for which ITRIS is not responsible, the risk shall pass to the customer at the time originally intended for the delivery or upon notification of readiness for collection.
8. Re-export
The re-export of supplies is subject to international export regulations. If necessary, the partner undertakes to apply for an export permit from the competent authority (currently the State Secretariat for Economic Affairs, Export Controls / Industrial Products SECO). This obligation must be transferred when the deliveries are transferred to the respective purchaser with the obligation to transfer on.
9. Assignment of rights and duties
The customer agrees to a possible transfer of the rights and obligations to which ITRIS is entitled from the contract to a third party. An assignment of rights and obligations on the part of the customer requires the written consent of ITRIS.
10. Exclusion of further liability of ITRIS
All cases of breaches of contract and their legal consequences as well as all claims of the customer, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction or cancellation of the contract not expressly mentioned are excluded.
This exclusion of liability does not apply to unlawful intent or gross negligence on the part of ITRIS, but it does apply to unlawful intent or gross negligence on the part of auxiliary persons.
11. Applicable law, place of jurisdiction
The present contract is subject to Swiss law. The parties agree that the exclusive place of jurisdiction shall be the registered office of ITRIS.
Status: April 2013
