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Digital Information

Conditions of Delivery and Payment

Applicable in business dealing with companies, legal entities in public law and public special funds.

1 General

1.1 Our terms and conditions of delivery shall be exclusively valid; we shall not recognise any conflicting terms and conditions or those, which deviate from our own unless we have explicitly agreed to them in writing. Our terms and conditions of delivery shall be valid even if we make deliveries in the knowledge of other customer conditions that deviate from our own.

1.2 Our terms and conditions shall also be valid for all future business dealings with the suppliers.

2 Conclusions of Contract and Contractual Amendments

2.1 Our offers and quotations are subject to change without notice.

2.2 Unless agreed otherwise in writing, any documentation pertaining to the quotation, such as descriptions, illustrations, drawings, weight and measurement specifications, shall only be binding if these are explicitly referred to as such in writing.

2.3 In the case of orders of special fabrications we reserve the right to make excess or short only deliveries.

2.4 Unless otherwise agreed cost estimates shall be remunerated.

2.5 Verbal agreements subsequent to the conclusion of contracts, especially amendments or supplements to our terms and conditions of the delivery, including this written from clause, as well as additional agreements of any kind all require written confirmation on our part before they are to be deemed valid.

3 Delivery Item

The delivery item does not generally include manuals and technical diagrams unless agreed otherwise.

4 Delivery

4.1 The delivery period shall result from the written agreement between the parities to the contract. Compliance on our part with this presupposes that all commercial and technical questions have been resolved between the parties to the contract and the customer has met all of his obligations such as the presentation of the requisite official certification or license or the payment of a deposit. If this is not the case then the delivery time shall be extended accordingly. This shall not be valid should the delay be our responsibility .

4.2 Compliance with the delivery time shall be under the proviso that we ourselves receive correct and timely deliveries.

4.3 Compliance with delivery deadlines is deemed to have been achieved provided that the delivery item has left our factory or readiness for dispatch has been notified by the time of deadline expiry. Should an inspection be required to take place, the date of inspection is decisive - unless there is good reason for refusing acceptance at inspection - or by way of help notification of inspection readiness.

4.4 If dispatch and/or the inspection of the delivery item should be delayed for reasons that are the responsibility of the customer, he will be charged for the costs caused by the delay commencing one month after he has been notified of delivery or inspection readiness.

4.5 Should non-compliance with delivery time be due to force majeure or other events beyond our control, the delivery time will be extended accordingly. We shall inform the customer at the earliest possible opportunity should any such circumstances come about or cease.

5 Price and Payment

5.1 Unless any special agreements are made, all prices are Euro prices ex-work (Incoterm 2000: EXW) and including loading at the works, but do not include packaging, freight, postage, insurance, unloading and other risks. The prices shall be subject to Value Added Tax at the relevant statutory rate. All payments are to be made in the currency in which the invoice is issued.

5.2 In the absence of any special arrangements, payments are to be made in full within 10 days of delivery without any deduction /10 days from the date of invoice free to our domicile.

5.3 The customer only has the right to retain payment or to offset counterclaims against them if his counterclaim are undisputed or have been established as being legally enforceable.

6 Transfer of Risk

6.1 Risk shall transfer to the customer upon the delivery item leaving the factory, even in those cases where part deliveries are being made or if on our part other services are being provided, for example assumption of freight costs or delivery and assembly. In so far as an inspection is to take place, this shall be the decisive point for transfer of risk. This shall be carried out immediately at the point of inspection or by way of help following our notification of inspection readiness. The customer is not permitted to refuse acceptance at inspection should a non-significant defect be established.

6.2 Should dispatch and/or the acceptance inspection be delayed or not take place as a result of circumstances that are not attributable to us, risk shall transfer to the customer as of the date upon which dispatch and/or inspection readiness is notified. We undertake to take out, at the cost of the customer, any insurance policies required by the same.

6.3 Part deliveries are permissible, provided these can be reasonably expected of the customer.

7 Retention of Ownership

7.1 We reserve the right to retain ownership of the delivery item until all payments arising from the business relationship have been received. In case of bills and cheques being accepted on our part, the receipt of payment shall be deemed to be the date upon which these are paid to our account and the balance is drawn.

7.2 We are entitled to insure the delivery item against theft, breakage, fire, water and other damages at the expense of the customer in so far as there is no proof to the effect that the customer has himself concluded such insurance.

7.3 The customer is not permitted to transfer ownership of the delivery item as security. He is to inform us immediately in the case of arrest, attachment or any other third party disposition.

7.4 Should the customer act in violence of the contract, particularly with regard to default in payment, we are entitled top repossess the delivery item after setting a deadline and the customer is obligated to surrender possession. Any use of our right to retention of ownership or repossession of the delivery item shall not constitute out withdrawal from contract.

7.5 The application on the part of the customer to open bankruptcy proceedings automatically shall entitle us to withdraw from the contract and to demand the immediate return of the delivery item.

7.6 The customer shall be permitted to sell or process the delivery items - over which we have ownership - as part of an orderly business transaction . However, this is only valid provided the customer is not in arrears with his payments to us. The claims, which the customer makes of his client as a result of the re-sale are hereby automatically assigned to us. We shall accept this transfer and shall remain authorised to request information with regard to the purchaser and the amount of this claim arising from the sale. In addition to ourselves, the customer shall remain authorised to collect the claims from the purchaser unless we determine otherwise. If the delivery item is re-sold together with other items that do not belong to us, the customer’s claim vis-à-vis the purchaser shall be transferred to us to the amount of the price agreed between the customer and ourselves.

7.7 Any processing or conversion of the delivery item shall be performed on our behalf by the customer without any obligations resulting on our part. If via linking or combining, the delivery item becomes an essential component of another thing or if a new item is manufactured via its being processed or converted, the customer hereby shall transfer his ownership and/or co-ownership of this item and he shall undertake to keep this in safekeeping for us free of charge whilst exercising the utmost commercial care. In the case of re-sale, clause 7.6 shall be applied accordingly. Should co-ownership of items come about, our share thereof shall correspond to the ratio of the value of the delivery item to the value of the new item.

7.8 We undertake to release the securities to which we are entitled in so far as their value exceeds the claims to be secured by more than 25%.

7.9 In so far as the legal regulations of a state into which the delivery items are to be delivered places special requirements as a prerequisite for the retention of ownership, in particular also vis-à-vis the customer’s creditors , it is the task of the customer to immediately undertake all necessary steps to ensure that the retention of ownership is and remains in place until the payment of the total purchase price has been effected. The customer shall be responsible for any possible, associated cost.

7.10 In so far as the legal regulations of a state into which the delivery items are to be delivered does not permit the retention of ownership but does permit us to retain other rights with regard to the delivery item, we may exercise all rights of this kind. The customer shall be obligated to co-operate with all measures, which we wish to take in order to protect our rights of ownership or other rights to the delivery item.

8 Liability for Material Defects and Defects in Title

8.1 After having been notified by the customer of defects pertaining to the delivered item, we shall remedy the same. This shall be carried out at our discretion either via free rectification or replacement delivery. In the case of replacement delivery, the replaced items become our property and the purchaser is obligated to return the defective item. In order to perform all rectifications and replacement deliveries we deem to be necessary the purchaser must, after having reached agreement with us, give us the requisite time and opportunity; otherwise we shall be released from liability with regard to any consequences arising in this regard. Only in urgent cases where there is a risk to operational safety or in order to avoid disproportionately major damage - in which case we are to be informed immediately - the customer has the customer has the right to rectify the fault himself or via a third party and to demand from us reimbursement of the expenses incurred. Of the costs incurred through the rectification and/or replacement delivery we shall - provided the complaint proves justified - bear the costs of the replacement part, including shipping costs, as well as appropriate costs for removal and fitting and in addition - should it be possible to demand this in all fairness depending on the situation in a particular case - the costs for the provision of the required fitters and helpers.

8.2 Should it not be possible to remedy the defect within the appropriate deadline, or if the replacement delivery are deemed to have failed for any other reason, the customer may chose for either demand a reduction in the amount to be paid or withdraw from the contract. Failure to remedy the situation is not to be assumed until we have been given adequate time to repair the item or provide a replacement item without the desired effect having been achieved; if rectification or replacement are no longer possible, if the supplier refuses to comply or causes an delay of an unreasonable period, if there are well-founded doubts with regard to the prospects of success, or if the situation is deemed to be unreasonable for any other reason . If the defect in question is of an insignificant nature the customer shall only have the right to request a reduction in the price. The right to lower the price shall otherwise be out of the question.

8.3 We shall not assume liability for defects in the following cases: inappropriate usage or usage other than that intended, faulty installation or incorrect operation by the customer or third parties, wear and tear, incorrect or negligent treatment, incorrect maintenance and unsuitable operating materials.

8.4 If the customer or any third party performs improper repairs, we shall not be liable for any consequences arising from the same. The same is true with regard to any modifications to the delivery item performed without our prior agreement.

8.5 If use of the delivery items leads to violation of industrial property rights or national copyrights we shall at our expense fundamentally establish the right of the customer to continue use or modify the delivery item in a reasonable manner for the customer so that the violation of rights no longer prevails. If this should prove impossible to achieve to economically appropriate conditions or within an appropriate period of time, the customer is entitled to withdraw from the contract. We shall also have a right to withdraw from the contract given the aforementioned prerequisites. In addition to the above we shall indemnify the customer with regard to undisputed or legally binding claims by the respective owner of the rights. The above obligations on our part - subject to the proviso of Clause 9 - are final with regard cases of property right or copyright violations. They shall only exist if:

- the customer informs us immediately of assertion of claims for property right or copyright violations,
- the customer provides us with an appropriate scope of support in repelling any claims asserted and/or makes it possible for us to conduct the modification measures in accordance with the above terms and conditions,
- our rights remain reserved to take all measures in defending against the claims, including out of court settlements,
- the defect in title is not based on a customer instruction and
- the violation of the law was nit caused by the fact that the customer himself altered the delivery item or had used it in a non-contractual manner.

9 Liability

9.1 With regard to damages which have not arisen in the delivery item, we shall - for whatever legal reason - only be liable
- in cases of intent
- in cases of gross negligence
- in cases of culpable injury of life, body or health
- in cases of defects , which have been concealed with malicious intent, or which we have guaranteed shall not be present
- in cases of defects of the delivery item, in so far as there is liability for personal damage or property damage to privately used items according to product liability laws.

In the case of culpable violation of fundamental contractual duties, the supplier shall be liable also for gross negligence of non-executive employees and in cases of ordinary negligence, the latter being limited to contract-typical damages that could reasonably be foreseen.

9.2 All other claims shall be excluded.

10 Statutory Limitation

All claims on the part of the customer - for whatever legal reason - shall become statute-barred in 12 months. In cases of deliberation or malicious behaviour, as well as claims pursuant to product liability laws the statutory time limits shall apply. These are also valid with regard to defects in building structures or for delivery items, which are used in accordance with their usual method of use within a building structure and which have caused its defects.

11 General Regulations, Legal Domicile & Applicable Law

11.1 Should any individual clause or any part of any provision within these terms and conditions and any subsequent agreements made be or become void, illegal or unenforceable, the validity of the remaining clauses shall remain unaffected. In any such case, the parties to these terms and conditions are obligated to replace that clause or those clauses that come as close as possible to the sense and spirit and purpose of these terms and conditions.

11.2 Legal domicile for all legal disputes resulting either directly or indirectly from contractual relationships upon which these terms and conditions are based shall be the headquarters of the Digital Information Ltd., 1 Technoparkstrasse, CH-8005 Zurich ZH, Switzerlland. We shall also have the right to choose to bring charges against the supplier at the court domiciled at the place of his headquarters or of his branch or at the court at the place of fulfilment.

11.3 Further to these regulations, the Incoterms 2000 definitions of terms shall be valid including any supplements.

11.4 Swiss law shall be solely applicable with regard to the contractual relationship to the exclusion of the law on collision and the United Nation’s Treaty on Contracts concerning the International Sale of Goods (CISG).