General Terms and Conditions of the Geozone AG

(Hereinafter called „supplier“)

 Validity of the Terms and Conditions

The general terms and conditions are based on Swiss law and are valid within Switzerland, provided that the parties involved approve them explicitly or implicitly. Modifications and subsidiary agreements shall be effective only on written confirmation by the supplier.
Where a contract is concluded and the customer also presents terms and conditions, the congruent articles shall apply. With regard to the deviating elements, a written agreement shall be made.
The present general terms and conditions shall apply indefinitely unless changed by the parties by written agreement.
Moreover, the provisions set forth in the Swiss Code of Obligations for sales agreements (Art. 184 ff. OR) as well as other laws and regulations shall apply. If one of the provisions of this contract is or becomes ineffective, the validity of the rest of the contract is unaffected. In place of the ineffective provision, an effective provision applies as agreed from the outset that is economically closest to the provision intended by the parties. The same applies in the case of an omission.

 Offers by the Supplier

The supplier sells land surveying equipment, systems and accessories and provides support for these products. The supplier’s price lists, catalogues and brochures as well as the online shop contain non-binding information and indicative prices.
Offers made in writing, over the phone, in a personal conversation, by facsimile or via e-mail, shall be binding for the period indicated in the offer. If the customer requests deliveries, products or services not contained therein, they will be invoiced additionally.
An offer is accepted upon the customer’s consent in writing, per phone, facsimile, e-mail or in a personal conversation. The supplier confirms its acceptance in writing, per facsimile or e-mail.
If the customer requests modifications as compared to the order confirmation, the supplier will inform him within one week as to whether the modification is possible and which effects it will have on the provision of the services, the deadlines and prices. The supplier shall be bound to honour offers pertaining to a modification in the service for a period of one week. Goods and services already supplied are not subject to modifications.

 Deadlines

The supplier undertakes to deliver the agreed products to the customer no later than the deadlines specified in the order confirmation, while the customer undertakes to purchase and pay for these products no later than the predetermined deadlines. The supplier is allowed to deliver partial deliveries.

Deadlines may be deferred adequately in case of impediments beyond the supplier’s control; such as natural occurrences, mobilisation, war, riots, epidemics, accidents and illnesses, considerable interruptions of operations, labour disputes, delayed or faulty deliveries as well as official measures.

In the event of other delays, the customer can

  1. renounce further delivery: in which case the supplier hast o be informed without delay.

  2. request partial deliveries, where feasible. This must be agreed and coordinated without delay.

  3. grant the supplier an appropriate grace period for the fulfilment: Should the supplier fail to fulfil this within the grace period, the customer can, if it is immediately explained, renounce the order altogether or terminate the contract. The supplier must inform the customer about the delay as quickly as possible.

Contractual Performance

Order confirmations shall be authoritative for the scope and delivery of orders. The supplier delivers the products as specified. Software is delivered in machine-readable form in the valid version at the time of delivery.
In as far as no other place of fulfilment has been agreed by the parties or results from the nature of business, the provision of the products on the supplier’s premises counts as delivery. Unless otherwise expressly agreed, benefits and risks pass over from the sender to the purchaser when the products leave the supplier’s site.
Insofar as no special acceptance process has been agreed, the customer has to check the delivered products himself and provide written notice of any defects. Should the customer fail to report such defects within five days following delivery, the products shall be deemed accepted and faultless in all respects. The customer is then obliged to make the payment on time.

Prices and Terms of Payment

The prices are determined in the order confirmation. The value added tax (VAT) is to be added. The seller shall pay fort he costs for measuring, weighing and packaging. The buyer shall bear the shipment costs as well as the costs for the examination of the goods.
The customer undertakes to pay within 30 days after the delivery or service. In cases where the delivery exceeds CHF 30,000, the supplier can request the payment of one quarter of the purchase price at the contract conclusion, the remaining amount will be due 30 days after delivery.
If payment terms are not met, the supplier is authorised to

  1. to demand immediate payment of all the claims against the customer

  2. or request securities for all receivables

  3. and/or execute pending deliveries only against prepayment.

Where securities or payments have not been made within a reasonable grace period, the supplier can withdraw from the contract, even if the goods or services or part of them have already been delivered.
If the customer does not meet the payment conditions, the supplier is entitled to demand compensation for possible damages. The customer may compensate his counterclaims for the claims of the supplier if these are due or confirmed by a legally binding verdict.
Should the customer not comply with the payment deadline, without need of a reminder he becomes liable for the payment of an interest rate of 5%. The goods supplied remain the property of the supplier until the purchase price has been paid in full with any interest on late payments. Until then, the customer is not allowed to sell, pledge or lend the purchased items. 

Warranty

The supplier obliges to deliver the goods at a high level of quality and perform his services with due care. In addition, he is obliged to carefully select, train and monitor the employees assigned as well as the professional methods they use. The warranty periods correspond to those of the respective manufacturers of the goods.
If a product is defect, the customer has the right, in accordance with Swiss law (OR), of cancellation or price reduction or equivalent goods as replacement. The by-laws oft he Swiss Code of Obligations (OR) apply.
Excluded from any warranty are defects and damages not owing to the fault oft he supplier, such as natural wear and tear, force majeure, improper use, insufficient maintenance, disregard for the rules of operation, tampering or interference by the customer or third parties, excessive use, inappropriate operating materials or extreme environmental influences, such as damages as a consequence of the weather, temperatures or chemical, electrical or electrolytic influences.
The warranty shall expire immediately if the customer or third parties make changes to the goods or perform repairs without explicit written consent oft he supplier, if he does not immediately take appropriate measures to reduce the possible further damage or does not give the supplier the possibility to take corrective actions.
Should the customer resell the products, he shall be responsible to abide by the domestic and foreign export regulations. If the customer alters the reselling products, he shall be liable for any resulting damages towards the supplier, the buyer or third parties. Provisions of the products liability are expected.

Information Obligation

The parties undertake to inform each other in a timely fashion of special technical requirements as well as the statutory, official and other regulations at the place of destination, provided these are of significance for the properties and use of the products. Furthermore, the parties shall inform each other in time about obstacles preventing fulfilment of the contract or achieving inexpedient solutions.

Obligation to Take Back

The supplier agrees to take back incorrectly ordered goods or a surplus of goods within 10 days. The goods will only be taken back undamaged, unused and in the original state and packaging. The customer shall pay the costs for the return shipment.

Final Provisions

The juridical venue is 8157 Dielsdorf/Switzerland. The supplier may also appeal to the court at the place of the client’s business.
The parties will endeavour to settle any arguments that should arise from the realisation of this contract in an amicable way