General Terms and Conditions of Liquidtool Systems AG for Devices

1. General

All services and deliveries of Liquidtool Systems AG (hereinafter: “Liquidtool”) in relation to Liquidtool Devices (Instructor, Autopilot, Guardian etc.), hereinafter referred to as “Devices”, are always subject to these General Terms and Conditions. Insofar as these and the Website and Service User Agreement do not contain any provisions, the Swiss Code of Obligations shall apply. Acceptance of the goods ordered or acceptance of the services provided shall in any case mean acceptance of these “General Terms and Conditions” by the Customer. The term “services” includes services provided by Liquidtool under mandate law as well as under the law on contracts for work and services.

2. Subject matter and scope of the contract; data protection

The object and scope of the deliverables owed is defined exclusively by Liquidtool’s written confirmation of the Customer’s order. The Customer has two options for the purchase of the Devises, namely the agreement of

an annual license for the “Solution as a Service”. The minimum contract period is two years, with Services according to the product description. The warranty on the Devices is valid for the entire duration of the contract; or
a one-time license for the “Solution as a Service” according to the product description. The warranty on the Devices is one year from the date of delivery of the equipment.

The corresponding license is obtained via the Liquidtool platform. By purchasing and/or using the license, the Customer expressly agrees to these General Terms and Conditions. The Customer has no right to early return the Devices and no associated right to a refund of the payments made by the Customer, unless this has been agreed in writing.

The collection, storage or processing of personal data takes place exclusively in connection with the fulfillment of services, whereby the storage and order processing of such data may take place in Switzerland or abroad. Data protection legislation is complied with at all times.

The current privacy policy is available on Liquidtool’s page https://liquidtool.com/en/privacy-policy.

3. Taxes and duties

The prices are exclusive of installation costs. Packaging and shipping of the goods are included in the price.

Duties and taxes such as the freight forwarder’s flat rate, value added tax, digital service tax, customs duties and customs clearance fees as well as all other taxes incurred, in particular (but not exclusively) those relating to the delivery to and use of the provided goods or services by the Customer, shall be borne exclusively by the Customer.

4. Intellectual Property Rights to the Deliverables

All intellectual property rights on the goods and servcies shall fully remain with Liquidtool, unless they are expressly transferred to Customer in writing under this Agreement or otherwise.

5. Operation, maintenance and monitoring

The Customer shall operate the Device within the scope of the purpose of the contract and shall bear all operating costs and risks of the Devices incurred in this connection.

It is the sole responsibility of the Customer to maintain the Device properly and to check it regularly. In particular, the Customer is obliged to maintain the Device regularly and to carry out regular checks of the Device to ensure that it is functioning properly.

In addition, the Customer must provide a manual back-up solution at all times (e.g. manual refilling, refilling with a jet mix, etc.) in order to ensure the continued operation of its systems immediately in the event of a Device failure.

The Customer shall inform Liquidtool or its representative immediately of any faults, malfunctions or damage to the Device.

6. Inspection of the Deliverables

The delivered Devices shall be inspected upon receipt by the Customer, but in any case before its use. Before use in autopilot mode, a sufficiently long test phase must be provided during which the calibration and configuration must be checked. Services shall be inspected after they have been rendered, at the latest before their results are used. Complaints are only valid if they are communicated to Liquidtool in writing within 8 days after receipt of the Devices or acceptance of the Services. If the Customer fails to do so, Liquidtool shall be released from any liability to the extent permitted by law.

7. Default of payment

If the Customer does not comply with the terms of payment or becomes insolvent, all credit balances of Liquidtool towards him shall become due for payment irrespective of the agreed payment dates and can be claimed by Liquidtool immediately. In addition, Liquidtool shall have the right to discontinue the Services and/or withdraw from the contract without issuing a previous notice to Customer. Liquidtool shall also be entitled to cancel immediately all orders already confirmed to the Customer but not yet executed or in the process of execution.

8. Warranty and liability of Liquidtool

The Devices support the Customer in collecting measured values from, or in automatically filling his systems with cooling lubricants and/or additives. However, no completely unobstructed and in particular uninterrupted functioning of the Device and delivery of data is warranted. Liquidtool is therefore liable to the Customer for damages resulting from the use of the Devices only in case of intent or gross negligence by Liquidtool or its auxiliary persons. On the other hand, it is solely up to the Customer to arrange his production operation in such a way that in case of malfunctions or during the replacement of the Devices no unintended interruptions of operation or other damages occur. If the Customer infringes his obligations of Clause 5 Paras. 2-4 or Clause 6, all liability of Liquidtool is excluded. The same applies in the event of a breach of the specified installation requirements.

If defaults occur in the Devices during operation which cannot be rectified by switching the Devices off and on again several times, the Customer shall document these and send Liquidtool a written notice of defect (e.g., by e-mail) together with the documentation of the default. Liquidtool is entitled to check the functioning of the Devices at the place of use. If the malfunction is confirmed, Liquidtool shall replace the Devices within the warranty period at its own expense.

Beyond that, the Customer has no further claims against Liquidtool. In particular, the Customer has no right to rescission, reduction of price or compensation of any damages, such as for business interruption or loss of profit. All claims of the Customer for compensation of indirect, direct or consequential damages as well as all other costs incurred by the Customer in connection with the Devices or Services complained about are also excluded, provided that the mandatory provisions of the Federal Statute on Product Liability (PrHG) shall remain reserved. The Customer cannot derive any warranty for properties or the use of the Devices and thus no liability on the part of Liquidtool from verbal statements made by Liquidtool personnel or its agents or auxiliary persons. Furthermore, in case of non-compliance with instructions concerning the handling of Liquidtool Devices or the application of the results of the provided Services, any liability of Liquidtool is excluded.

9. Force Majeure

Force Majeure events shall release Liquidtool from compliance with the agreed terms of performance during their duration. Force majeure events are among others: Mobilization, war, acts of sabotage, strikes, lockouts, riots, demonstrations, revolution, acts of terrorism, pandemics or epidemics, official decrees, in particular sanctions, lack of raw materials, flooding, storms, fire and other natural disasters as well as all other unforeseen interruptions in the business of Liquidtool or its suppliers or events which make their performance temporarily or permanently impossible or economically unreasonable.

10. Place of jurisdiction and applicable law

The exclusive place of jurisdiction for all disputes arising our or in connection with our deliveries shall be the competent courts at our registered office, whereby we shall have the right to take legal action against the Customer at his registered office. The substantive law of the Liquidtool’s registered office (to the exclusion of the Vienna Sales Convention [CISG]) shall apply exclusively.