General Terms and Conditions

1. General

All orders and shipments are subject to the terms and conditions outlined below. Any conditions stipulated by the Customer which are different from the General Terms and Conditions shall be valid only if expressly agreed by us in writing.

2. Contract conclusion and Scope of service

Our offers are non-binding. A legally binding conclusion of the contract only comes into effect with the issue of the written order confirmation by us.

For the scope and execution of the products and services the order confirmation or, if one is missing, our offer shall prevail.

Services that are not expressly promised, namely documentation, programming, customizing, installation, commissioning, training and application support are not included in the scope of service.

Changes made to the order confirmation by us are permitted, provided the products perform the same functions or services fulfil the same purposes.

3. Price

All prices are listed net in the indicated currency.

For orders the prices listed in the NetModule price lists are valid on the day of the order placed.

If not otherwise specified in the offer resp. order confirmation shipment is Ex Works (EXW Winterthur, Switzerland, Incoterms 2020), packing included, non-insured. Further conditions (such as VAT, other taxes, duties, local administrative fees) are indicated in the offer resp. order confirmation.

We reserve the right to modify prices for goods not yet shipped in the event of substantial changes to the relevant calculation principles and shall notify the Customer thereof as soon as possible.

4. Payment Terms

Bank transfer within 30 days from date of invoice, net, without deduction.

If the Customer delays payment, he shall be liable, without further notice, for default interest at the rate of 5% p.a. above the actual interest rate of the Swiss National Bank with effect from the agreed date on which the payment was due. Additionally, starting with the 2nd reminder, charges of CHF 30.- per reminder apply.

NetModule reserves the right to process a delivery only after having received pre-payment. After receipt of the order an order confirmation and an invoice are issued.

Bank charges are at the expense of the Customer.

Bank details:
UBS Switzerland AG, 8098 Zurich
SWIFT/BIC: UBSWCHZH80A
Price setting in CHF: IBAN: CH37 0025 7257 1164 5501 B
Price setting in EUR: IBAN: CH05 0025 7257 1164 5560 M
Price setting in USD: IBAN: CH97 0025 7257 1164 5561 C

5. Shipment Times

We always strive to meet the delivery deadlines we have given and carefully calculated, even in the event of unforeseen difficulties, but we cannot make any binding assurances. In case of delay in delivery, the Customer is not entitled to withdraw from the contract and/or to claim damages.

Only delivery dates pledged in writing are binding. Such delivery dates are deemed appropriately prolonged,

a) if we do not receive information on time which we need for the execution or if the Customer subsequently alters them;

b) if the Customer is in arrears with the work to be carried out by him or with the fulfillment of his contractual obligations, particularly when he does not meet the conditions of payment;

c) if hindrances occur outside our responsibility like natural disasters, mobilisation, war, insurgency, epidemics, accident and illness, substantial business breakdown, work disputes, delayed or faulty deliveries, as well as governmental measures.

In the event of delays, the Customer must grant us a reasonable period for subsequent fulfillment. Claims for damages due to delivery delays are excluded.

6. Shipment Quantities

Shipment is performed according to actual product availability. Partial shipments are allowed.

7. Cancellation

In the event the Customer cancels all or any part of an order, we have the right to demand a cancellation charge of 50% of the product price. This amount is a lump sum to cover the expenses incurred and does not represent a penalty.

8. Return Material

We accept returned material only if a Return Material Authorization Number has been obtained from us. Material received without any prior authorization can be returned at the Customer's expense. Returns of material for customized devices are basically excluded. A fee for administrative cost and product inspection can be levied on the Customer’s expense. The Customer is responsible for the correct transportation.

9. Warranty / Liability

Our warranty extends from the date of delivery for two years to all defects occurring within the agreed warranty period, which have proven to be due to material defects or faulty fabrication. The warranty is limited to replacement or repair of defective products or components or compensation for the billing value of the non-replaced products or components. Any further warranty is hereby expressly excluded.

Replaced parts shall become our property. The customer shall bear any additional costs incurred for the replacement of defective parts (i.e. removing, transporting and reinstalling), if the parts must be replaced at a location other than the original place of delivery.

Excluded from our warranty and liability are all deficiencies, which cannot be proved to have their origin in bad material, faulty design or poor workmanship, those resulting from normal wear (e.g. current consumption, recuperation, weather conditions, air pollution or prohibited electromagnetic effects), repair, improper maintenance, lack of fitness for a particular use, failure to observe the user manual and mounting instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action or resulting from other reasons.

Other claims of the Customer, which are not regulated in these General Terms and Conditions and not expressly mentioned, such as for damages, reduction of price or withdrawal from the contract, are excluded. In no case shall the Customer be entitled to claim damages, in particular (but not exclusively) this relates to compensations for damages and consequential damages resulting from loss of production, loss of use, loss of orders, loss of profit and other direct or indirect damages and consequential damages, such as lost profits. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on our part. It is the Customer's responsibility to arrange and pay for the return shipment to us or to our local representative.

The aforementioned warranty and liability provisions are final and replace the statutory provisions. Any other claims or remedies relating to warranty and liability are excluded to the extent permitted by law.

10. Claims (Complaints)

In the case of identifiable defects, the Customer must notify us immediately after receipt of the delivery. If hidden defects become apparent later, they must be reported immediately after they have been identified.

11. Ownership of Goods

We reserve the right to ownership of all delivered products until receipt of full payment.

12. Pledge or Retaining Lien

The Customer shall have no pledge or retaining lien.

13. The Customer’s Duty to Inform

The customer must inform us in good time about special technical requirements as well as the legal, governmental and other regulations at the place of destination, insofar as they are of significance.

14. Software and Firmware

We guarantee that firmware and software can be operated under the specified computer operating systems or platforms. Functional assurances are hereby expressly excluded.

15. Technical Specifications

Data, dimensions, weights and illustrations in brochures, data books or catalogs are given to the best of our knowledge. Data provided for in documentation are only binding if expressly stipulated as such.

We reserve the right to modify any specification without notice.

16. Property Rights

The purchase or provision of software and firmware provides the right for use on one system only. The software and firmware may not be sold, modified, reproduced, retransmitted, reverse-engineered or redistributed.

The property and the right to further use remain with us or our licensors.

The Customer shall take the necessary measures to protect software, work results and documentation against unauthorized access or misuse by unauthorized persons.

The Customer may create the necessary backup copies. He must mark these accordingly and store them separately and safely.

Information and drawings delivered in addition to the sales documentation may not be transmitted to any third party. The Customer may not transfer any knowledge of the functionality to third parties or otherwise make use of it. In the event of infringement of this clause we retain the right to claim damages.

17. Data protection

Personal data, in particular data about companies, customers and employees, may be processed by us, as far as it is necessary for the business transaction. Both parties observe the rules of data protection and take the appropriate organizational and technical precautions.

Each party is responsible for the reliable backup of their own data as well as the data required for the provision of services. The Customer will secure all data in good time before our employees can access his IT systems.

18. Confidentiality

Both parties commit themselves and their employees to not disclose to third parties any information from the other party's business that is neither generally available nor generally known and to make every effort to prevent third parties from gaining access to such information. However, each party may continue to use knowledge in their original business activities that it acquires in the course of its business transaction.

19. Export

The customer is responsible for compliance with all relevant domestic and foreign export regulations.

20. Law and Jurisdiction

All contracts between the Parties are subject to Swiss material Law with the exclusion of the conflict of law and Vienna Convention on the International Sale of Goods. In the event of any dispute, the place of venue shall be Berne, Switzerland.

Issue of 1st August 2021