General Terms and Conditions of Sale of NanoleqThese terms and conditions apply to business contracts with Nanoleq AG. For the terms and conditions of consumer purchases, refer to shop.oxalife.com/terms.
1. General
Nanoleq Ltd ("Nanoleq") sells to customers exclusively on the basis of these General Terms and Conditions of Sale ("GTCS").
The GTCS apply to all sales and services contracts signed by the Parties and/or purchase orders for goods and services issued by the customer and confirmed by Nanoleq (thereafter each a "Contract"), even if the GTCS are not expressly referred to in the Contract. By issuing a purchase order, the customer agrees to the validity of the GTCS as amended from time to time.
Deviations from the GTCS - in particular the validity of the customer's general terms and conditions of purchase - require Nanoleq's express written confirmation. This shall also apply in particular if Nanoleq accepts the customer's purchase order without reservation and/or accepts payments without objection in the knowledge that the customer's terms and conditions conflict with or deviate from the GTCS.
2.Purchase Orders
Nanoleq's descriptions of goods and services in catalogues, the website or other advertising material do not constitute binding offers of Nanoleq. The placing of a signed purchase order by the customer is considered a binding offer. To be considered a binding Contract, the purchase order must be confirmed by Nanoleq in writing (incl. by e-mail). It is at the sole discretion of Nanoleq to accept purchase orders submitted by e-mail without the customer's signature. A Contract shall be governed exclusively by the content of Nanoleq's order confirmation and these GTCS, except as provided otherwise in the order confirmation.
3.Use of Subcontractors
Nanoleq shall be entitled to use subcontractors for the fulfilment of a Contract.
4.Shipment, Delivery and Cancellation
Nanoleq may determine the appropriate type of packaging and shipment, whereas the respective costs shall be borne by the customer. Transport insurance is only carried out upon the customer's request and at its expense.
The delivery and fulfilment dates agreed in the Contract are non-binding estimates. Nanoleq will make reasonable efforts to meet such dates and will inform the customer in due time about deferrals. In case binding delivery dates were agreed in writing, they shall be deemed to have been met when the goods are handed over by Nanoleq for dispatch. Nanoleq shall be entitled to make partial deliveries.
The customer undertakes to immediately carry out a quality control upon receipt of the goods.
The transfer of benefit and risk shall take place upon the handover of the goods by Nanoleq to the transport company (FCA). The customer shall bear all costs, customs duties, levies and taxes until the arrival of the delivery at the agreed destination/place of fulfilment or, if acceptance is required, after it has been carried out.
Except as set out in the above paragraph, the customer may only change or cancel purchase orders with the written consent of Nanoleq.
5. Notice of Defects
The deliveries shall be inspected by the customer for defects within 5 days from receipt and defects must (together with a detailed description) immediately be reported to Nanoleq in writing. Hidden defects which could not reasonably be detected upon such inspection and defects occurring during the warranty period must be reported to Nanoleq immediately after discovery.
6.WarrantyNanoleq warrants to the customer that the goods and services, when used for the agreed intended purpose, substantially comply with the agreed specifications. The warranty period is [12] months from delivery unless mandatory statutory law provides for a longer warranty period.
At Nanoleq's option, defective deliveries will be repaired or replaced. The customer shall be responsible to make backup copies of data and programs stored on hardware before returning it to Nanoleq.
Further warranty claims of the customer (e.g. reduction of the fees or damages) are excluded. Claims based on mandatory product liability law remain reserved. The customer undertakes to forward to Nanoleq within 5 days any feedback, complaints or claims from third parties relating to production defects or safety concerns regarding the goods.
The warranty is excluded for defects which are not attributable to Nanoleq. This is in particular the case if the customer or a third party has used the goods or services improperly or contrary to Nanoleq's specifications or instructions or has changed them. The customer shall compensate Nanoleq for investigations and remedial work if it turns out that the defects are not attributable to Nanoleq.
7.Prices, Invoicing, Payment
The prices stated in the Contract are fixed prices, unless remuneration on the basis of time and material is explicitly agreed upon in the Contract. In the absence of a written agreement to the contrary, the agreed prices are in EURO and are exclusive of all ancillary costs (e.g. packaging and shipment costs, freight, insurance, taxes, customs duties and levies). Such costs will be shown as separate items in Nanoleq's invoice or will be directly invoiced to the customer by the third-party provider or tax authority. Value-added tax, if applicable, shall be shown separately in the invoice.
Value-added Payments shall be made in the currency agreed and within the agreed payment term, for example, payment in advance. In the absence of an agreed payment term, a payment term of [15] days shall apply. In the absence of an objection by the customer within the payment term, an invoice shall be deemed accepted.
The customer shall fall into default automatically without a reminder upon the expiry of the payment term The customer is not entitled to set off claims with amounts due to Nanoleq.The customer's payment shall be deemed to have been made on the date on which it is credited on Nanoleq's bank account.
8. Retention of Title
The delivery items remain the property of Nanoleq until full payment of the remuneration due by the customer.
9. Trademarks and Logos, Intellectual Property, Advertising
The customer must not remove any trademarks, logos, identifiers and other data which are affixed to or contained in the goods and services.
Nanoleq and its suppliers retain the copyrights, trademarks and all other intellectual property rights to the goods (including specifications), services and related documentation delivered to the customer. The customer is entitled to use the goods, services and documentation for its own use and to create its own products with the components delivered by Nanoleq., but not copy or reproduce the goods (including components).
All rights of ownership and intellectual property rights (e.g. copyrights, patents, trademarks) over and in connection with the goods and services created by Nanoleq in fulfilment of a Contract (each a "Work Result") are vested in Nanoleq.
The customer is only entitled to use the working copy delivered for the intended purpose. The customer is not entitled to use Nanoleq's name, trademarks and logos outside the contractual use of the goods and services. Publications for advertising purposes in which Nanoleq is mentioned may only be made with Nanoleq's written consent.
10. Confidentiality, Data Protection
Either party shall only use confidential information of the other party for the purpose it was provided and not to disclose it to third parties (except to Nanoleq's subcontractors having a need to know).
The parties shall comply with the provisions of the applicable data protection legislation, in particular the Swiss Data Protection Act (Datenschutzgesetz).
Nanoleq may send the customer information about other products and services of Nanoleq (e.g. in the form of a newsletter or by letter). If the customer no longer wishes to receive such communications from Nanoleq, it may unsubscribe from them at any time by mail or via the contact form on Nanoleq's website (https://nanoleq.com/contact/).
In case Nanoleq processes personal data on behalf of the customer when providing the services covered by a Contract, Nanoleq will process such personal data only as instructed by the customer and not use the personal data for its own purposes. The customer agrees that Nanoleq may use sub-processors, subject to Nanoleq imposing on the sub-processors the same obligations in connection with processing of the personal data on behalf of the customer.
11. Liability
The liability of Nanoleq is, as far as legally permissible, excluded, especially for slight negligence, indirect damages, consequential damages (including loss of use and lost profits) and loss of data. As far as a liability of Nanoleq exists, it is limited to the proven damage, but at the maximum [20] % of the remuneration paid by the customer for the respective goods or service.
12. Final Provisions
Should any provision of these GTCS or the Contract be or become invalid in whole or in part, the remaining provisions shall remain unaffected thereby. The parties undertake to replace such a provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply in the event of a loophole. Amendments to a Contract require the written form. Delayed or (even partial) failure to exercise rights on the part of a party shall not be deemed a waiver of such rights and shall not lead to their forfeiture. Swiss law shall apply to Contracts and these GTCS, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 ("Vienna Sales Convention"). The ordinary courts at the registered office of Nanoleq shall have jurisdiction for disputes arising from a Contract or these GTCS. Nanoleq shall also be entitled to sue the customer at any other place provided by law. Version: August 2022
