1.0 Scope and Validity
The General Terms and Conditions of Sale (hereinafter "Terms") of SwissMemory.com SwissGBIC Sarl (hereinafter "SWISSMEMORY") apply to all products and services (hereinafter "products") - whether paid for or free of charge - offered or provided by SWISSMEMORY. Customers are individuals and legal entities that have business relations with SWISSMEMORY. Sales and deliveries are carried out exclusively in accordance with SWISSMEMORY's Terms. Customer conditions that are contrary to or deviate from these Terms shall not be recognized unless SWISSMEMORY has expressly approved their validity in writing and they do not contradict SWISSMEMORY's Terms. Amendments, supplements or additional agreements must be approved in writing in order to be legally valid. The current valid version of the Terms is published on the Internet at www.ld1.ch. A physical version can also be requested from SWISSMEMORY.
2.0 Rights and Obligations of the Customer
The customer is obligated to promptly inform SWISSMEMORY of any changes to their company, including, for example, billing and delivery address, ownership structure, legal form, as well as financial issues jeopardizing the continuity of the business. The customer uses the products and services themselves or delivers them to their customers in their own name, at their own expense, and at their own risk. They are not authorized to present themselves to end customers or other third parties in the name or as a representative of SWISSMEMORY or to conclude transactions and contracts on behalf of SWISSMEMORY. The customer undertakes to have the necessary authorizations for reselling products from the concerned manufacturers and to comply with the (contractual) conditions of the manufacturers regarding resale, and to transfer responsibility to their customers accordingly.
3.0 Offer, Price, and Order
All offers from SWISSMEMORY are non-binding. The latest prices are offered, subject to any price changes and error – also subject to any other agreements between the customer and SWISSMEMORY. Prices only become binding after receipt of SWISSMEMORY's order confirmation. By placing an oral, written, or electronic order, the customer commits to fulfil it. Price reductions by manufacturers and suppliers are passed on to the customer wherever possible, as are price increases. Prices for products and services are quoted net in Swiss francs (CHF), excluding VAT. SWISSMEMORY employees are not authorized to enter into oral agreements or to give oral guarantees that go beyond the content of the written contract. Any such agreements or guarantees are null and void. Additional costs, such as packaging, shipping, receiving, and insurance fees, are not included in the prices. Transport costs are billed separately. Product prices and ancillary costs are always calculated on the basis of the price list valid at the time of order confirmation or delivery. For orders where fixed prices are not expressly agreed upon, they are calculated based on the price list valid on the day of delivery. SWISSMEMORY may modify the price list at any time, even without prior notice. Support services are not included in the product price.
4.0 Delivery Times, Order Cancellation
Delivery times provided by SWISSMEMORY are based on information from the supplier and on SWISSMEMORY's own timely receipt of deliveries from the supplier and manufacturer, and are provided for reference only. SWISSMEMORY cannot be held responsible for indirect damages suffered by the customer due to a delivery delay. Any agreed-upon deadline is extended by the period during which the customer is in arrears in fulfilling their contractual obligations. The customer can only cancel an order to the extent that SWISSMEMORY can cancel the order placed with the supplier or manufacturer due to a delivery delay. In general, any order cancellation by the customer, regardless of the reasons, is subject to SWISSMEMORY's written approval. SWISSMEMORY reserves the right to cancel the contract in the event of a typographical or pricing error. If the customer exceeds their credit limit when placing an order, SWISSMEMORY is released from its obligation to deliver.
5.0 Shipping
Shipments are generally dispatched from the Cugy VD stock. All shipments, including any returns, are made at the customer's expense and risk unless otherwise agreed in writing. If shipment or availability is delayed at the customer's request, the risk is transferred to the customer from the day the goods are ready for shipment. All transport, packaging and insurance costs are borne by the customer, unless otherwise specified in writing. Special services such as express shipments or cash-on-delivery shipments are billed separately.
6.0 Pickup
The customer may collect the goods during SWISSMEMORY's opening hours, or arrange for a company to do so. If the customer chooses the "Pickup" option, they must pick up the goods within 5 days after invoicing or arrange for a company to do so. Risk is transferred to the customer at the time of invoicing. During the collection period, SWISSMEMORY retains the goods at the customer's expense and risk. If the customer does not pick up the goods within the specified period, they are in default of pickup. In this case, SWISSMEMORY may return the goods to stock, ship them to the customer, or terminate the contract at the customer's expense and risk. SWISSMEMORY will invoice the client for storage and delivery costs. The same applies to unforeseen temporary storage beyond SWISSMEMORY's control.
7.0 Transport Damage
The customer undertakes to check the conformity and integrity of deliveries upon receipt. Any irregularities or transport damages of any kind must be reported immediately to the carrier upon delivery. In the event of hidden defects, SWISSMEMORY must be informed in writing within five working days at the latest. Failure to meet this deadline results in the customer losing any right to claim an exchange or transport insurance. In the event of transport damage or irregularities of any kind, SWISSMEMORY always receives a declaration of honour from the customer.
8.0 Force Majeure
Delays in delivery and the provision of services entitle SWISSMEMORY to postpone the delivery and/or provision of services for the duration of the hindrance, plus an appropriate restart period, or to withdraw from the contract, in whole or in part, if it has not yet been executed. If the hindrance lasts more than 3 months, the customer may, after granting an appropriate period of grace of at least 14 days, withdraw from the contract, in whole or in part, if it has not yet been fulfilled. An extension of the delivery period or a release from SWISSMEMORY's obligations does not entitle the customer to claim damages.
9.0 Test Products
SWISSMEMORY may provide the customer with test products (hardware/software). The customer tests these products during the agreed trial period, which starts on the day of delivery. After the expiration of the agreed trial period, the test product is deemed to have been approved unless the customer declares that he does not accept it. The deadline for such refusal is deemed to have been met if the customer submits the declaration on the last day of the trial period while returning the relevant product at the same time. In the case of rejection, the customer is obliged to return the product intact and within the deadlines set by SWISSMEMORY. The product or appliance made available on loan remains the property of SWISSMEMORY throughout its period of use. It is forbidden to pledge the item. The customer must keep the product in good condition, handle it with care, insure it, and protect it against all common risks. In the event of sequestration, retention or seizure, the customer is obliged to inform SWISSMEMORY immediately and to report the products belonging to SWISSMEMORY to the authorities. When the service is no longer used, the customer is obliged to return the product intact and within the deadlines set by SWISSMEMORY. If the customer fails to meet their obligations, SWISSMEMORY reserves the right to invoice the device to the customer. The customer undertakes to permanently and irrevocably delete any data stored on the product before returning it to SWISSMEMORY.
10.0 Delivery Errors, Complaints, and Returns
The customer undertakes to verify the completeness of deliveries and the correspondence between delivery documents and the order immediately upon receipt. Any delivery errors, order discrepancies, defects, or complaints of any kind must be communicated to SWISSMEMORY in writing without delay. The delivery is considered contractually compliant if there is no complaint within five business days after receiving the products. In the event of collection of the products by the customer, the customer's signature on the delivery slip attests to regular receipt of the delivery in perfect condition. The return of products by the customer is in all cases subject to prior approval and the existence of the corresponding return form, provided with SWISSMEMORY's RMA number. Products must be returned within a maximum of 10 days, after which the RMA request is void. In the case of a return, the additional return conditions specified on the return form also apply for the acceptance of return goods and credit notes. Returns are made at the customer's risk and expense. The return of items ordered specially for the customer is excluded. SWISSMEMORY reserves the right to return to the customer, at their expense and risk, products for which the original packaging is missing or defective and/or products which are no longer in perfect condition. In the event that SWISSMEMORY nevertheless accepts the return, SWISSMEMORY is entitled to reduce the credit, the extent of which is at SWISSMEMORY's discretion. Returns of products that are not due to SWISSMEMORY's fault (so-called "grace returns") are generally only possible when expressly approved.
SWISSMEMORY reserves the right to inspect and assess approved grace returns upon receipt to ensure they correspond to the return request. In the event of differences from the stated request, the return/credit for the products may be refused, and the goods may be returned to the customer at their expense and risk. In the event of a price reduction after the invoice has been issued, the customer will be credited with the value of the product, calculated on the basis of the current reduced price; in the event of a price increase, the customer will be credited with a maximum of the original purchase price. SWISSMEMORY reserves the right to return to the customer, at their expense and risk, products with missing, defective, or marked original packaging, returns without a return number, or shipments made outside the specified deadlines. If SWISSMEMORY accepts the defective return, a price reduction is applied in all cases for the credit calculation.
11.0 Payment
Invoices are generally issued upon delivery of goods. Invoices are payable within 15 days net from the invoice date - with the exception of new customers, who may be required to pay in advance. If an invoice is not paid on time, the customer will be put in default without injunction. Advance payment does not entitle the customer to a discount. Offsetting or withholding payments, for whatever reason, is not permitted. The customer is not authorized to offset presumed claims against SWISSMEMORY's claims. If the agreed payment deadline is exceeded, default interest of 7% of the invoice amount will be charged per month. In the event of late payment by the customer, all claims are immediately due and SWISSMEMORY may, without special conditions, make the provision of further services dependent on full payment of outstanding invoices, advance payments or other securities. Additionally, SWISSMEMORY reserves the right to resell reserved goods to other customers. In particular, SWISSMEMORY is entitled to claim reimbursement of all reminder, collection, legal and court costs and any other damages. SWISSMEMORY reserves the right to charge compensation of CHF 50.- from the second reminder, and, in case of unsuccessful negotiations concerning payment or for setting up an instalment plan, a processing fee of CHF 150.
12.0 Credit Limit
The credit limit is set by SWISSMEMORY. As a rule, new customers are required to pay in advance. A credit check may be carried out for a permanent credit limit. The customer declares his willingness to make the necessary documents available to SWISSMEMORY for examination, and to provide the credit department with the necessary information. If a customer exceeds their credit limit, SWISSMEMORY is released from any obligation to deliver. The customer is given the option of purchasing the goods against prepayment if the credit limit is exceeded or the credit check is negative.
13.0 Retention of Title
The delivered goods remain the property of SWISSMEMORY until full payment of all claims arising from the business relationship between the customer and SWISSMEMORY. The customer is authorized to resell the goods subject to reservation in the normal course of business but is not allowed to make any seizure or transfer of ownership as security. The customer or buyer is obliged to secure SWISSMEMORY's retention rights when reselling the goods subject to reservation on credit. In the event of the initiation of insolvency proceedings, judicial liquidation of the customer, or any other insolvency procedure, the products may be claimed, in accordance with the provisions of the law, within three months of the judgement.
14.0 Warranty
The customer acknowledges that SWISSMEMORY does not perform a reception check for material defects or the proper functioning of products delivered by manufacturers and/or suppliers. The choice, configuration, use, and application of products and services, as well as the results obtained, are the responsibility of the customer. Any warranty rights of the customer are limited to the scope of the manufacturer's warranty. The manufacturer's warranty service takes precedence, and SWISSMEMORY reserves the right to refer the customer to it. If the manufacturer or supplier provides an external service & repair centre, its contact information will be provided to the customer to exercise warranty rights. For any product not covered by the manufacturer's warranty (for example, but not limited to: "Bulk"; "refurbished"; "used"), SWISSMEMORY gives a 1-year warranty, unless otherwise specified on the order confirmation. SWISSMEMORY's warranty is limited, at SWISSMEMORY's discretion, to the replacement or repair of the defective item, or the reimbursement of the current value of the unreplaced item. In the event of a warranty claim from SWISSMEMORY, the customer shall request SWISSMEMORY's return authorization, giving a detailed description of the defect. SWISSMEMORY will provide the customer with a corresponding authorization in the form of a Return Merchandise Authorization (RMA) number, if warranty claims are justified. Any tampering with and/or mechanical manipulation of the purchased goods voids any warranty rights of the customer. Claims for damages of any kind whatsoever, in particular for assembly or disassembly costs, or for damage caused directly or indirectly to items delivered by SWISSMEMORY, are excluded.
A warranty case does not trigger a new warranty period; it continues to run with the same deadline. In general, the legal warranty is excluded for defects due to any of the following causes:
a) Insufficient or lacking maintenance
b) Non-compliance with operating or installation instructions
c) Use contrary to the intended purpose of the products
d) Use of non-approved parts and accessories
e) Natural wear and tear or end of life
f) Improper handling or treatment
g) Unauthorized modification by the customer or third parties
h) External influences, in particular force majeure (e.g., power outage or air conditioning failure, natural disasters, as well as other reasons not attributable to SWISSMEMORY or the manufacturer/supplier).
15.0 Limitation of Liability
It is expressly agreed that SWISSMEMORY shall not be held liable for any indirect damage suffered by the customer, such as, but not limited to, loss of time, data, contracts or business. Under no circumstances may the seller be held liable for damage or inconvenience caused by product malfunction or loss of information.
16.0 Anti-Corruption
SWISSMEMORY is opposed to all forms of corruption. The collaboration between the customer and SWISSMEMORY must be based on objective and clearly defined criteria and must not be influenced by the granting or acceptance of personal benefits such as undue gifts or inappropriate invitations. The customer will not offer or grant personal benefits to SWISSMEMORY employees with the intention or intent of unfairly influencing business decisions and transactions. The customer will also require its employees not to offer, grant, or demand such benefits. A culpable breach of these obligations entitles SWISSMEMORY to terminate current agreements or contracts with immediate effect, notwithstanding other rights such as rights of termination and revocation, or to withdraw from them at no cost to SWISSMEMORY. Subject to the assertion of any further possible claims for damages by SWISSMEMORY.
17.0 Data Protection
The contracting parties undertake to treat all facts and data which are not generally known or accessible to the general public as confidential. This includes, in particular, prices, price-related information, availability, product data, and other confidential commercial information, such as discounts, reseller margins, bonuses, configurations, the content of electronic service solutions, advance payments or personal data. In case of doubt, all data and information must be treated confidentially. The customer agrees that SWISSMEMORY may, upon request, provide data concerning sales and the customer to suppliers, manufacturers, and credit insurers.
18.0 Modification and Validity of the Terms
SWISSMEMORY reserves the right to modify the Terms at any time. For orders placed prior to the amendment of the Terms, which became firm at the time of the order confirmation by SWISSMEMORY, the previous Terms continue to apply. The current applicable version of the Terms is available on SWISSMEMORY's website and replaces all previous versions without prior notice. In case of discrepancies or disputes between the parties regarding the interpretation or application of these Terms, the French version shall take precedence.
19.0 Applicable Law and Place of Jurisdiction
The contractual relationship between the parties, including these Terms and all individual contracts and agreements signed in this context, are subject solely to the Swiss substantive law, to the exclusion of the conflict-of-laws rules of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (Vienna Convention), the Hague Convention and international private law. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is SWISSMEMORY's registered office. SWISSMEMORY reserves the right to take legal action against the customer in the ordinary courts. Subject to legal venues imposed by law.
SwissMemory.com
SwissGBIC Sarl
Chemin des Dailles 1
1053 - Cugy
Switzerland
Phone:
+41 58 510 88 10
TVA / VAT / MwSt.
CHE-114.518.611