Terms & Conditions of Sale

These Terms govern all quotations, orders, contracts of sale, and deliveries of Products between the Supplier and the customer (the “Customer”).

These Terms apply exclusively. Any general terms or conditions of the Customer that conflict with or deviate from these Terms are not accepted and do not bind the Supplier, even if the Supplier does not expressly object to them or performs without reservation.

In case of conflict, the following order of precedence applies: (a) an individually signed agreement / order confirmation; (b) the Supplier's written quotation; (c) these Terms.

The Supplier may amend these Terms for future orders; the version in force when an order is placed applies to that order (see §16).

The Supplier's quotations are non-binding and subject to change unless expressly stated to be binding and within their stated validity period. Catalogues, datasheets, and website information are invitations to treat, not offers.

An order placed by the Customer constitutes a binding offer. A contract is concluded only upon the Supplier's written order confirmation or upon delivery of the Products.

Technical data, dimensions, weights, calibration values, and illustrations are approximate and reflect the state at the time of publication; the Supplier reserves customary tolerances and the right to make design or specification changes that do not materially impair fitness for the agreed purpose.

Unless otherwise agreed, prices are quoted in Swiss francs (CHF), net, excluding value added tax (VAT), and excluding packaging, freight, insurance, customs duties, and other levies, which are charged separately.

Statutory VAT (where applicable) is added at the rate in force on the date of invoice. Any other taxes, duties, tariffs, or charges imposed in connection with the sale, delivery, import, or export of the Products are borne by the Customer, unless mandatory law provides otherwise.

Where delivery is more than [4 months — to be confirmed] after contract conclusion, the Supplier reserves the right to adjust prices to reflect documented changes in costs of materials, components, labour, or logistics. [optional clause — confirm whether to retain before use]

Unless otherwise agreed in writing, invoices are payable net within [30 days — to be confirmed] of invoice date, without deduction, to the Supplier's account stated on the invoice. [the Supplier may require advance payment, partial payment, or a letter of credit, in particular for first orders, custom items, or export sales — to be confirmed]

Payment is deemed made when the full amount is unconditionally credited to the Supplier's account. The Customer may set off, withhold, or reduce payments only with claims that are undisputed or finally adjudicated.

If the Customer is in default, default interest of [5% p.a. — to be confirmed] accrues automatically without reminder from the due date (Art. 104 CO), without prejudice to any further damage. The Supplier may further suspend deliveries, demand security, and/or withdraw from the contract after an appropriate grace period.

If, after conclusion, the Customer's financial situation materially deteriorates or there are justified doubts about its solvency, the Supplier may make outstanding deliveries dependent on advance payment or security, and set off claims.

Delivery is made [Incoterms® 2020 term and named place not yet selected — e.g. EXW Schaffhauserstrasse 500, 8052 Zürich, Switzerland / FCA / DAP]. The applicable Incoterm and place are stated in the quotation or order confirmation and govern the allocation of transport, costs, and risk.

Stated lead times and delivery dates are approximate and non-binding unless expressly confirmed as binding. They presuppose timely clarification of all technical details and the Customer's timely performance of its obligations (including any agreed payment or security).

Partial deliveries are permitted to a reasonable extent. The Supplier may procure from third parties and use suitable subcontractors.

If the Supplier is in delay, the Customer must grant a reasonable grace period in writing before exercising any remedy. Claims for delay are subject to §10.

If shipment or acceptance is delayed for reasons attributable to the Customer, the Supplier may store the Products at the Customer's risk and cost and invoice as if delivered.

The risk of accidental loss of or damage to the Products passes to the Customer in accordance with the agreed Incoterm. Where no Incoterm is agreed, risk passes when the Products are handed over to the first carrier or, for collection, when they are made available for collection at the Supplier's premises.

Transport insurance is taken out only on the Customer's request and at the Customer's cost.

The Products remain the property of the Supplier until full payment of all claims arising from the contract (retention of title, Art. 715 CO). The Customer authorises the Supplier to register the retention of title in the competent register at the Customer's domicile and to take all necessary steps.

Until title passes, the Customer shall handle the Products with care, keep them identifiable, insure them adequately, and not pledge or assign them as security. The Customer must notify the Supplier without delay of any third-party access (e.g. seizure) to Products subject to retention of title.

The Customer shall inspect the Products immediately upon receipt and notify the Supplier in writing of any defects without delay, and in any event within [8 days — to be confirmed] of receipt for apparent defects, and within [8 days — to be confirmed] of discovery for hidden defects (Art. 201 CO). Failing timely notice, the Products are deemed approved and accepted.

The notice must describe the defect with reasonable particularity. The Customer shall give the Supplier the opportunity to examine the alleged defect and, on request, return the affected Product or samples.

The Supplier warrants that the Products are, at the passing of risk, free from defects that materially impair their value or fitness for the contractually agreed use, in accordance with Art. 197 ff. CO as modified by these Terms.

The warranty period is [12 or 24 months — to be confirmed] from passing of risk, provided the Products are installed, used, calibrated, and maintained in accordance with the Supplier's documentation and specifications.

In case of a timely and justified notice of defect, the Supplier's remedy is, at the Supplier's choice, repair or replacement (subsequent performance). Replaced parts become the Supplier's property. Only if subsequent performance definitively fails, is refused, or is unreasonable may the Customer reduce the price or rescind the contract; the right to rescission is excluded for minor defects.

The warranty excludes defects or damage resulting from: normal wear; improper or non-conforming use, installation, overload beyond rated capacity, mechanical shock or environmental conditions outside specification; modification, repair, or interference by the Customer or third parties not authorised by the Supplier; use of unsuitable accessories; or the Customer's failure to follow the documentation.

The Supplier's express warranties are conclusive. To the extent permitted by law, all other warranties, conditions, and representations (statutory, implied, or otherwise), including any implied warranty of merchantability or fitness for a particular purpose, are excluded.

To the extent permitted by law, the Supplier is liable only for direct damage caused by its wilful intent or gross negligence. Liability for slight negligence is excluded.

The Supplier is not liable for indirect or consequential damage, including loss of production, loss of use, loss of profit, loss of data, business interruption, or third-party claims, regardless of legal basis.

The Supplier's aggregate liability arising out of or in connection with a contract is capped at the net order value of the Products giving rise to the claim ([alternatively: the contract value of the affected delivery — to be confirmed]).

Any liability of the Supplier's officers, employees, agents, and auxiliary persons is likewise excluded to the extent permitted by Art. 101 CO.

The limitations and exclusions in this §10 do not apply where mandatory law prohibits such limitation, in particular for liability for death or personal injury, liability under the Product Liability Act (PrHG, SR 221.112.944), or liability that cannot be excluded by agreement. Mandatory product-liability rights remain unaffected.

All intellectual-property rights in and to the Products, their design, documentation, and any embedded or accompanying software/firmware remain with the Supplier or its licensors. No rights are transferred to the Customer beyond what is necessary for the intended use of the purchased Products.

Any software/firmware supplied with or embedded in the Products is licensed, not sold, on a non-exclusive, non-transferable basis solely for use with the relevant Products and subject to any applicable licence terms. The Customer shall not reverse-engineer, decompile, disassemble, or copy the firmware except as permitted by mandatory law, and shall not remove proprietary notices.

Trademarks, including “X-TECH Studio” and “AXIOM”, may not be used by the Customer without the Supplier's prior written consent, except to refer to the Products as resold in unaltered form.

The Products, related technology, and software may be subject to Swiss, EU, U.S., and other export-control and sanctions laws. The Customer shall comply with all such laws and shall not export, re-export, divert, or supply the Products, directly or indirectly, in violation of them, including to embargoed countries, sanctioned parties, or for prohibited end-uses (e.g. certain military or proliferation uses).

Where required, the Supplier's performance is subject to obtaining the necessary authorisations/licences; delays or denials of authorisations are not attributable to the Supplier and do not constitute a breach. The Customer shall provide end-use/end-user information on request.

Amendments and supplements to a concluded contract require written form. These Terms may be revised for future orders; the version in force at the time of the relevant order applies.

The Customer may not assign rights or obligations under the contract to third parties without the Supplier's prior written consent. The Supplier may engage subcontractors and assign claims for payment.

These Terms and all contracts based on them are governed by Swiss substantive law, to the exclusion of conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention).

The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms or any contract based on them is Zürich, Switzerland. The Supplier is, however, also entitled to sue the Customer at the Customer's domicile or registered seat.