Terms and conditions

02/01/2016

General conditions of sale, delivery and execution

Scope and validity

rights and obligations of the contractual relationship

These “Terms and Conditions”, hereinafter referred to as GC, govern the rights and obligations of the contractual relationship between SAPPRO, hereinafter referred to as “SAPPRO”, and its customers. Unless otherwise agreed in writing, they apply to contracts in accordance with section 2.2 below, in particular for deliveries of products in accordance with section 1.6 below, as well as for services.

The current version of the GC

The current version of the GC is included in the electronic order confirmation, respectively written, or in the delivery documents of SAPPRO, according to the figure 2.2 below, or in the invoices or the GC are mentioned there as reference.

customer’s terms

The customer’s terms and conditions apply only in case they have been explicitly accepted in writing by SAPPRO and do not contradict SAPPRO’s GTC.

To be valid

To be valid, any ancillary agreement, any modification must be made in writing between SAPPRO and the customer. SAPPRO reserves the right to add or modify the CG of SAPPRO. SAPPRO will communicate by simple mail, the new GC to the customer. The regulations according to section 2.2 below apply to contracts concerning the delivery of products and the provision of services.

provisions become unenforceable

If any of the provisions of these GTC or the contract between SAPPRO and its customer were to become or become unenforceable or void, this would not affect the validity of the other provisions. Where appropriate, the provision concerned must be amended or supplemented in such a way as to best respect the purpose for which it was intended.

The term "products" includes

The term “products” includes machinery, appliances, parts and accessories, including computer hardware and its components, extensions, and software.

The term "services" includes

The term “services” includes computer services, maintenance, monitoring and all forms of intervention by a SAPPRO employee

Order, delivery and delivery of products and services

Orders

Orders can be made by telephone, electronically (eg e-mail) or in writing (letter or fax).

Contract

A contract is concluded by the written or electronic confirmation of order, or in the case of an immediate delivery, according to figure 2.3, at the latest at the moment when the goods will be sent and billed. A contract is also concluded during any intervention of a SAPPRO employee at the customer. In these cases, the GCs apply automatically with the receipt without reserve of the goods ordered or at the entrance of the collaborator at the customer.

The order confirmation

The order confirmation determines the measures and conditions of delivery. Order confirmations do not exist if the goods are delivered / taken away immediately, provided that the products are available and deliverable by the manufacturer.

Unless confirm order in writing,

Unless confirmed in writing, delivery times communicated by SAPPRO are indicative. SAPPRO communicates these deadlines in good faith, but without guarantee. This applies in particular to delivery delays, for example due to a supply problem at the manufacturer. If, after an additional period of at least three weeks, set in writing by the customer, SAPPRO exceeds a delivery date expressly confirmed in writing, said customer is entitled to put SAPPRO on notice and set a new reasonable additional period, before giving up the order concerned. If applicable, SAPPRO responds to the customer only direct and immediate damage, as long as it can be shown that the delay or impossibility of delivery is due to gross negligence on his part.

SAPPRO is entitled to cancel a delivery in which it can not have influence

SAPPRO is entitled to cancel a delivery in which it can not have influence. For example, in the event of a strike, a shutdown, a shortage of raw materials, the closure of the company or the decision of authorities concerning the manufacturer, or in the case of transport problems.

Written agreement with SAPPRO is required

A written agreement with SAPPRO is required for any cancellation or change of order by the customer. SAPPRO can put the costs already incurred at the expense of the customer.

Partial deliveries

SAPPRO has the right to make partial deliveries

Support and verification

On delivery or pick-up

On delivery or pick-up, the customer is required to immediately check if the products and services provided by SAPPRO are complete and correct. He must immediately notify SAPPRO in writing of any damages, defects and claims found, but no later than 3 days after delivery or pick-up

If a defect or a damage is not communicated within the deadlines

If a defect or a damage is not communicated within the deadlines, it will not give right to any claim of the customer, except if it was undetectable at the time of the verification required at the assumption of responsibility

Transfer of enjoyment and risk

At the time of delivery of the products

At the time of delivery or taking care of the products, the risks are incumbent on the customer.

If the customer does not support the products on the scheduled date

If the customer does not support the products on the scheduled date, they will be kept for 5 days at his expense and risk before being shipped to him

Return of products

Before returning a product

Before returning a product, at its own risk and expense, the customer must obtain authorization from SAPPRO. The products must be returned in the original packaging, accompanied by a detailed description of the defect or breakdown and proof of purchase. The return of products in category C (products that are not in stock) and open software is excluded

In the event of a return without description of the fault

SAPPRO reserves the right to refer at the expense and risk of the customer products that are not in their original packaging or whose packaging is defective or has inscriptions. In the event of a return without description of the fault, SAPPRO is entitled to perform the search at the customer’s expense (minimum one hour).

Price

Prices for SAPPRO products and services are net in Swiss francs

Prices for SAPPRO products and services are net in Swiss francs (CHF) from the SAPPRO distribution center, including customs duty, but excluding VAT. Additional costs, such as packaging and shipping / delivery (shipping / shipping costs), are not included in these prices and are the responsibility of the customer, as are VAT. Shipping conditions are set out in the Appendix “Shipping Rules” which forms an integral part of these T & Cs. Unless otherwise agreed, accessories are not included in the price

The price of the products

The price of the products, as well as the amount of the ancillary costs are in principle calculated according to the list of prices in force at the time of the seizure of the order by SAPPRO. In addition, SAPPRO reserves the right to modify the price list at any time, even without notice.

Payment Terms

All invoices issued by SAPPRO are to be settled net at 10 days on the bank account indicated

Unless otherwise agreed in writing, all invoices issued by SAPPRO are to be settled net at 10 days on the bank account indicated. After this period, they are considered to have expired. The customer is then late payment, without written summons. SAPPRO can claim a late interest rate of 5%

In case of late payment by the customer

In case of late payment by the customer, SAPPRO is entitled, without notice, to suspend totally or partially the following deliveries until its debts are paid or insured. All the consequences of such suspension of delivery are the sole responsibility of the customer.

If the customer does not pay its debts or guarantees payment within a reasonable additional time

If the customer does not pay its debts or guarantees payment within a reasonable additional time set by SAPPRO, it is entitled to refuse any further delivery and to demand damages. SAPPRO also applies the rules of the Code of Obligations

All claims of SAPPRO, including those for which an installment payment

All claims of SAPPRO, including those for which an installment payment has been agreed, are due immediately if:

  • the customer does not respect the terms of payment repeatedly
  • the customer does not immediately provide, upon SAPPRO’s request, the necessary guarantees to remove the doubts that SAPPRO may have with regard to its solvency and its payment possibilities, particularly in the event of lawsuits or other signs of payment difficulties. The customer is obliged to warn SAPPRO in case of foreseeable liquidity problem.

Upon SAPPRO’s request

Upon SAPPRO’s request, the customer will cede, as payment, the receivables generated by the resale of the products delivered by it to the end customer (Article 172 of the CO).

SAPPRO accepts payment by check

SAPPRO accepts payment by check only after special prior written agreement and provided that all costs are borne by the customer.

Billing / lien

Receivables

The customer can not deduct any receivables from SAPPRO invoices.

Retention on property

The customer has no right of retention on property belonging to SAPPRO

The customer is obliged to pay the invoice

The customer is obliged to pay the invoice, regardless of whether or not he can deliver or invoice the products to his final customer or collect his due.

Retention of title

Products delivered by SAPPRO

Products delivered by SAPPRO remain its property – as long as they are under the control of the customer – until the purchase price has been fully paid in accordance with the contract. Until then, SAPPRO is entitled to have the retention of title registered in the public register of the prosecution office in the client’s home (Article 715 CC). At the request of SAPPRO, the customer undertakes to immediately give his written agreement for the registration of a retention of title on all important points (see article 4 paragraph 4 ATF).

As long as the products delivered by SAPPRO are not fully paid

As long as the products delivered by SAPPRO are not fully paid, the customer is required to maintain them in condition, treat them carefully and insure them against all the usual risks.

SAPPRO Services / Support

Support services

Support services are not included in the price of the products and will be charged according to the price list in effect or according to special agreements.

In case of failure of a delivered

In case of failure of a delivered or installed device, diagnostic costs may be requested from the customer.

Guarantee

The responsibility for the choice

The responsibility for the choice, configuration, operation and use of the products, as well as the results obtained with these means, lies with the customer or the purchaser of the products, ie the final customer . The customer notes that SAPPRO does not perform any input checks of products delivered by manufacturers or suppliers.

The warranty granted by SAPPRO

The warranty granted by SAPPRO on its products is in all respects based on the warranty clauses of the manufacturer or the supplier. The customer waives any other warranty claim with respect to SAPPRO, the manufacturer or the supplier. The only obligation of SAPPRO is to assign to the customer any warranty claims that it itself would have with regard to the manufacturer or the supplier.

On the basis of the guarantee provisions applied

On the basis of the guarantee provisions applied, the customer becomes aware of the fact that the guarantee is limited, at the choice of the manufacturer or the supplier, to the improvement or replacement of the defective products, and that it is valid only for the products in Switzerland or Liechtenstein.

In addition

In addition, the customer acknowledges that a defect must be announced in detail and in writing, immediately after being discovered. Only a large and reproducible error is considered as a defect. The warranty can not in any case apply to defects due to the following causes:

  • insufficient maintenance
  • Non-compliance with the instructions for use or installation
  • inappropriate use of products
  • use of unauthorized parts and accessories
  • natural wear
  • inappropriate transportation, handling or treatment
  • modification or repair tests
  • external influences, including force majeure (eg failure of the power supply or air conditioning, weather damage), and other causes for which neither SAPPRO nor the manufacturer or the supplier can be held responsible. Warranty benefits not covered by the manufacturer or supplier, as well as additional costs incurred by the customer himself, will be charged. If the description of the errors is missing or insufficient, SAPPRO will perform the search at the customer’s expense.

In any case

In any case, the customer must comply with the warranty procedures defined by SAPPRO, the manufacturer or the supplier concerned.

Responsibility

SAPPRO only responds to direct damages

SAPPRO only responds to direct damages for which the customer can show that they were caused by a serious fault of SAPPRO or a third party mandated by it. Its liability is limited to the price of the delivered product, a service or the service provided which caused the damage.

For services sold by SAPPRO but carried out by an authorized third party

For services sold by SAPPRO but carried out by an authorized third party (for example by the manufacturer of products distributed by SAPPRO), SAPPRO declines any obligation to renew or maintain these contracts under similar or similar conditions, once they expire.

The services of authorized third parties sold by SAPPRO

In the event that the services of authorized third parties sold by SAPPRO can no longer be carried out for reasons beyond the responsibility and / or influence of SAPPRO (for example for the insolvency of a mandated third party), the customer can not can claim any claim for damages. In such a situation SAPPRO will undertake, if desired by the client, to do everything possible to support the client in finding and evaluating alternative services.

The customer can not assert any refund and / or claim for damages

The customer can not assert any refund and / or claim for damages, because of a change in the supply of a service that has been provided for his device by the manufacturer. This refers to any change, even the withdrawal from the market, or the price change for services like the new version of the “firmware”, the support or the update of the information of a protected database etc.

SAPPRO declines all responsibility for any other damage whatsoever

Whether for itself, for its auxiliaries or for third parties mandated by it, SAPPRO declines all responsibility for any other damage whatsoever. The customer can not assert any claim for damage that is not directly related to the product, especially in case of production stoppage, loss of enjoyment or data, orders or winnings, or any indirect damage.

SAPPRO undertakes to transmit to the customer

SAPPRO undertakes to transmit to the customer the possible claims in civil liability that it can assert with the manufacturer or the supplier.

SAPPRO declines any responsibility for

SAPPRO declines any responsibility for delivered products, installed or computer systems such as computer networks, communication networks when the customer has access and password or the customer has IT employees.

confidentiality

The customer agrees to

The customer agrees to maintain the confidentiality of SAPPRO’s price lists and other confidential data and information of a commercial nature, such as discounts, reseller margins, bonuses, etc., and to use them only in the framework of its contractual relations with SAPPRO.

It is forbidden to communicate the information to third parties without the written consent of SAPPRO.

“Confidential information” (subject to reservation) is: Product technology, ideas and algorithms, business secrets, technical, commercial or financial information, contract terms and other confidential information.

General and publicly available information is not confidential.

Patents and copyrights

The customer must recognize and protect the intellectual property

The customer must recognize and protect the intellectual property, trademarks, patents and copyrights of SAPPRO and its suppliers.

The customer agrees to use the products only as intended by the manufacturer

The customer agrees to use the products only as intended by the manufacturer. It is forbidden to remove the description of the product and / or the signs of the copyright. The software must not be changed or translated.

If a third party were to claim

If a third party were to claim or assert a right vis-à-vis the customer or one of its end customers because a delivered product represents a violation of a patent, copyright or other another industrial or commercial right, the customer must immediately notify SAPPRO in writing

Schedule and days of intervention

Unless otherwise agreed in writing

Unless otherwise agreed in writing, the schedules below apply to all interventions and services of SAPPRO on site or at a distance: From 08h00 to 12h00 and 13h30 to 18h00 on working days.

The response time of SAPPRO is 8 working hours

Unless otherwise agreed in writing, the response time of SAPPRO is 8 working hours. The time of intervention on site or remotely is of 8:00 working time as of the support of the call and the confirmation of SAPPRO with the customer

Jurisdiction and applicable law

In case of dispute

In case of dispute, the courts of the Canton of Vaud are competent. SAPPRO, however, reserves the right to seize the jurisdiction of the place of domicile of the buyer. Only Swiss law is applicable.