General Terms and Conditions of Liquidtool Systems AG for Devices
- GeneralAll our deliveries of Liquidtool devices such as sensors, operating devices etc. (“Devices”) and the provision of our services (“Services”), together referred to as “Deliverables”, shall always be subject to these General Terms and Conditions. Insofar as these do not contain any regulations, the Swiss Code of Obligations shall apply. Acceptance of the ordered Deliverables means in any case acceptance of these “General Terms and Conditions” by the Customer. The term “Services” includes Deliverables of Liquidtool Systems AG (“Liquidtool”) both under contracts for work and service contracts.
- Subject matter and scope of the contractThe subject and scope of the contract shall be defined exclusively by Liquidtool’s written order confirmation. For the purchase of the Device, the Customer has two options: to obtain
- an annual license for the “Solution as a Service”. The mini-mum contract period is two years, with Services according to the product description. The warranty on the equipment 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 equipment is one year from the date of delivery of the equipment.
The license is obtained via the platform of the Liquidtool Systems AG. A right of the Customer to return the Device early and a related right of refund for the payments he made (in whole or in part) is excluded.
- Taxes and dutiesPrices are exclusive of taxes, VAT, Digital Service Tax, lumpsum costs of the forwarding agent or carrier, etc. and customs duties. Packaging and shipping of the Devices are included in the price. All taxes that may be incurred, in particular (but not exclusively) those relating to the delivery as well as the use of the Devices or the Services provided by the Customer, shall be borne exclusively by the Customer.
- Intellectual Property Rights to the DeliverablesAll rights to the intellectual property rights of the Deliverables shall fully remain with Liquidtool, unless they are expressly transferred to Customer in writing under this Agreement or otherwise.
- Operation, maintenance and monitoringThe Customer shall operate the Device within the scope of the purpose of the contract and shall bear any operating costs and risks of the system incurred in this connection.
The Customer shall use the system exclusively himself and shall not be entitled to entrust it to a third Party.
It is the sole responsibility of the Customer to maintain the system in a professional manner and to check it regularly.
The Customer shall inform Liquidtool immediately of any malfunctions, malfunctions or damage to the system.
- Inspection of the DeliverablesThe delivered Devices shall be inspected upon receipt by the Customer, but in any case before any use. 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.
- Default of paymentIf 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 Services and/or withdraw from the contract without issuing a special reminder to Customer. Liquidtool shall also be entitled to cancel without notice all orders already confirmed to the Customer but not yet executed or in the process of execution.
- Warranty and liability of LiquidtoolThe Device supports the Customer in the measurement and collection of data. 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 system 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 defaults occur in the system during operation which cannot be rectified by switching the system off and on again several times, the Customer shall document these and send Liquidtool a written notice of defects (e.g., by e-mail) together with the documentation of the default. Liquidtool is entitled to check the functioning of the system at the place of use. If the malfunction is confirmed, Liquidtool shall replace the system 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 loss of profit. In particular, 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 of the Devices and Services or for the application thereof from verbal statements of Liquidtool’s personnel and therefore all liability of Liquidtool related thereto is excluded. 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 is excluded.
- Force MajeureForce 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.
- Place of jurisdiction and applicable lawThe exclusive place of jurisdiction for all disputes arising out or in connection with this Agreement shall be the competent courts at Liquidtool’s registered seat, provided that Liquidtool shall also be entitled to sue the customer at the latter’s registered seat. Swiss substantive law (to exclusion of the Vienna Convention on the Sales of Goods [CISG]) is exclusively applicable.
© Liquidtool Systems AG
Hasle-Rüegsau, 23 May 2022