GTC - General Terms & Conditions

General terms & conditions of dataTec AG in business transactions with entrepreneurs

1. General - Scope

a. These GTC apply to all current and future business relationships between dataTec and entrepreneurs (Purchaser).

b. An entrepreneur as defined in these GTC is a natural or legal person or an association of persons with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

c. Deviating, conflicting or supplementary GTC, even if known, shall not become part of the contract unless their validity is expressly agreed in writing.

d. If dataTec amends these terms & conditions, these terms and conditions shall become part of the contract in the notified new version if the Purchaser does not object within one month. dataTec shall point out in the notification of the new version that a failure to respond to the notification shall be deemed to constitute consent to the amended GTC.

2. Conclusion of contract

a. The offers of dataTec are subject to change. Information in catalogues, brochures, online offers and other advertising media is not binding. We reserve the right to make technical changes as well as changes in shape, colour and/or weight within the scope of what is reasonable. All details, drawings, illustrations, descriptions and information on weight, dimensions or capacity as well as other descriptive details and information on compliance with legal requirements, whether they are stated in a catalogue, on dispatch notes, invoices, packaging or otherwise, are intended to provide an overview of the article. Such descriptions will not form part of the contract. If the description of an item deviates from the manufacturer's description, the manufacturer's information shall apply in case of doubt. dataTec shall take all reasonable measures to ensure that the description is correct and free of errors, without, however, making it the subject matter of the contract, assuring or guaranteeing it. dataTec does not assume any liability for the correctness, completeness, and accuracy of the description.

b. By ordering goods, the Purchaser bindingly declares that they wish to purchase the ordered goods. dataTec is entitled to accept the offer contained in the order within 2 weeks after receipt. Otherwise, it shall be deemed rejected.

c. The contract is concluded subject to correct and timely delivery by upstream suppliers. The reservation shall not apply if dataTec is responsible for incorrect or untimely delivery, in particular if a corresponding contract with upstream suppliers is not concluded at all or not in time.

3. Prices

a. The prices are ex-stock, excluding packaging and shipping and plus the respective statutory value-added tax.

b. The prices printed in the catalogue are the prices valid on the day of printing. Prices are subject to change at any time.

c. The respective valid price lists of the manufacturers apply.

4. Terms of payment

a. Invoices are payable within 30 days of the invoice date without deduction.

b. During the period of default, the Purchaser shall pay interest on the monetary debt at an interest rate of 8% above the base rate. dataTec shall be entitled to charge CHF 10.00 for each reminder.

c. If the Purchaser is in default of acceptance, the purchase price shall become due on the date of the declaration of readiness for dispatch, but not before the expiry of 30 days after the invoice date.

d. dataTec expressly reserves the right to reject cheques or bills of exchange. Acceptance shall always be on account of performance only. Discount or bill charges shall be borne by the Purchaser and are due for immediate payment.

e. The Purchaser shall only have the right to offset if their opposing claims have been legally established or recognised by dataTec.

f. The Purchaser may only exercise a right of retention if their opposing claim is founded upon the same contractual relationship.

g. In the event of a direct debit being returned or dishonoured cheques, all claims arising from the current business relationship shall become due for payment immediately.

5. Delivery and performance time, partial deliveries

a. Delivery dates or deadlines are only binding if expressly assured. They must be in writing.

b. In the event of a delay in delivery by dataTec, the Purchaser shall be entitled to set a grace period of at least three weeks in writing with the threat of refusal and to withdraw from the order with regard to the delivery in default after its fruitless expiry.

c. If non-compliance with a delivery deadline is due to force majeure, labour disputes, unforeseeable obstacles or other circumstances for which dataTec is not responsible, in particular also if such circumstances occur with upstream suppliers, the delivery deadline shall be extended accordingly.

d. dataTec shall be entitled to make partial deliveries.

e. dataTec shall be entitled to make a delivery dependent on concurrent payment at any time without giving reasons.

6. Shipment, transfer of risk

a. Shipment shall be at the risk and for the account of the Purchaser. The same applies to any returns, insofar as the Purchaser is not entitled to return the goods.

b. The risk of accidental loss and accidental deterioration of the goods shall pass to the Purchaser upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. This shall also apply if partial deliveries are made. dataTec shall automatically insure the shipment; at the request of the Purchaser, the Purchaser may also take out the insurance.

c. If the shipment is delayed due to circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser on the day of readiness for shipment, however, dataTec shall be obliged to effect the insurances requested by the Purchaser at the latter's request and expense. dataTec reserves the right to store the goods in case of justified circumstances. The costs of storage shall be borne by the Purchaser.

7. Retention of title

a. dataTec retains ownership of the goods until the purchase price and all claims from the current business relationship have been settled in full.

b.The Purchaser is obliged to treat the goods with care. If maintenance or inspection work is required, the Purchaser shall carry this out regularly at their own expense.

c. The Purchaser shall be obliged to immediately notify dataTec of any access by third parties to the goods, for example in the event of a seizure, as well as any damage to or destruction of the goods. The Purchaser shall immediately notify dataTec of any change of possession of the goods outside the ordinary course of business.

d. In the event of conduct by the Purchaser in breach of the contract, in particular in the event of default in payment or in the event of a breach of an obligation pursuant to clauses 2. or 3. of this provision, dataTec shall be entitled to withdraw from the contract and to demand the return of the goods, provided that the Purchaser has been given a reasonable period of time to fulfil the contract without success.

e. The Purchaser is entitled to process the goods in the ordinary course of business or to combine or mix them with other objects. The processing, combination or mixing shall be carried out for dataTec, and the Purchaser shall keep the resulting object (new goods) for dataTec with the diligence of a prudent businessman. In the event of processing, combination or mixing with items not belonging to dataTec, the latter shall be entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the items delivered by dataTec to the value of the new goods.

f. The Purchaser is entitled to resell the goods or the new goods in the ordinary course of business. The Purchaser hereby assigns to dataTec all claims in the amount of the invoice amount of the goods delivered and resold by dataTec, which accrue to the Purchaser against a third party through the resale. dataTec accepts the assignment. After the assignment, the Purchaser shall be authorised to collect the claim until revoked. dataTec reserves the right to collect the claim itself as soon as the Purchaser does not properly fulfil their payment obligations and falls into payment arrears.

8. Warranty, inspection obligations, return of goods

a. dataTec shall initially provide warranty for defects of the goods in the form of retrospective remedial action, either involving the rectification of defects or replacement delivery. In all other respects, the Purchaser may, at their option, assert their statutory rights. However, in the event of only a minor breach of contract, in particular in the event of only minor defects, the Purchaser shall not be entitled to withdraw from the contract nor to claim damages.

b. dataTec shall not be at fault within the scope of the warranty for defects if a defect was not recognisable for dataTec or was only recognisable with disproportionate effort.

c. The Purchaser shall inspect the received goods without delay and must notify dataTec in writing of any obvious defects within a period of five calendar days from receipt of the goods. The Purchaser shall describe the defect precisely in terms of content. Hidden defects must be notified in writing and precisely described immediately after their discovery. The buyer's rights in respect of defects shall only exist if the buyer has complied with their obligations to inspect and give notice of defects in accordance with Art. 201 CO.

d. If the ordered goods are properly delivered by dataTec, withdrawal and return of the goods is only permissible with the express consent of dataTec. dataTec shall charge an expense allowance of  20% of the invoice amount for the inspection and restocking of the goods for the termination of the contract and return.

e. The Purchaser shall bear the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time of discovery of the defect and for the timely nature of the notice of defect.

f. As a matter of principle, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.

g. The warranty period is one year from delivery of the goods, with the exception of consumables.

h. Guarantees in the legal sense are not assumed by dataTec. Manufacturer's guarantees remain unaffected by this.

9. Limitations of liability

a. dataTec shall not be liable for lost profits or for other financial losses of the Purchaser.

b. Data processing equipment and computer software do not always work error-free. In addition, there are imponderables associated with the Internet. dataTec is therefore not liable for damages that are based on the fact that offers possibly submitted by the Purchaser are not received by dataTec or are not considered there due to technical defects.

c. Technical information by dataTec, advisory activities, product demonstrations and test measurements that are not part of the scope of services owed by dataTec and contractually agreed upon are subject to the exclusion of any liability.

d. Claims for only slightly negligent breaches of duty are excluded. The liability of dataTec for employees, vicarious agents or representatives arising from breaches of duty is excluded. The above provision extends to all claims for damages in addition to performance and claims for damages in lieu of performance, irrespective of the legal grounds, in particular due to defects, breach of duties arising from the contractual obligation, impossibility or tort.

e. The above limitations of liability do not affect claims of the Purchaser arising from product liability. Furthermore, the limitations of liability do not apply in the event of bodily injury, damage to health or loss of life for which dataTec is responsible.

f. Claims for damages by the Purchaser due to a defect shall become statute-barred after one year from delivery of the goods. Claims for damages due to a defect in accessories, spare parts and consumables are subject to a limitation period of 3 months. This shall not apply if dataTec can be accused of gross negligence, as well as in the event of bodily injury or damage to health attributable to dataTec or in the event of loss of life.

10. Release from product liability claims

The Purchaser shall be obliged to indemnify dataTec against claims of third parties which they assert against dataTec due to damage caused by a product purchased from dataTec which has been incorporated into another end product if the price of the product delivered by dataTec is not in reasonable proportion to the sales price of the end product. Reasonableness is exceeded if the sales price of the end product exceeds 2,000 times the purchase price for the product supplied by dataTec.

11. Test equipment service

a. dataTec shall endeavour, within the scope of its possibilities, to provide information in advance if products will be discontinued in the future and/or will no longer be available in the future and to make corresponding replacement recommendations. The provision of such information is not always possible; the Purchaser has no legal claim to the provision of corresponding information, even if it has explicitly requested such information.

b. The test equipment service is free of charge for the Purchaser for 5 working days, the extension of the test time is possible after consultation against the respective valid fee. There is no claim to a valid calibration for the measuring devices provided for testing and/or bridging. dataTec is not liable for the measurements and the resulting damage.

c. dataTec assumes no liability for the correctness and/or timeliness of information within the scope of the test equipment service. The information that a product will no longer be available does not include the statement that the product is also no longer available via other delivery channels. If dataTec specifies a substitute product, it shall be incumbent on the Purchaser to check whether the recommended product is suitable for their purposes. dataTec does not assume any liability for the usability of the replacement product.

d. The aforementioned limitations of liability do not apply in case of intentionally or grossly negligent false information by dataTec. Furthermore, the limitations of liability do not apply in the event of physical injury or impairment to health and/or loss of life for which dataTec is responsible.

12. Final provisions

a. These GTC are based on Swiss law and apply within Switzerland and Liechtenstein. The application of the United Nations Convention on Contracts for the International Sale of Goods ("Vienna Sales Convention") of 11 April 1980 is excluded.

b. The exclusive place of jurisdction for all disputes arising from contracts to which these conditions apply is the Cantonal Court of Sarnen. The same shall apply if the Purchaser does not have a general place of jurisdiction in Switzerland or Liechtenstein or if the Purchaser's place of residence or habitual abode is not known at the time the action is filed. dataTec shall, however, be free to sue the Purchaser at their general place of jurisdiction.

c. Should individual provisions of the contract with the Purchaser, including these GTC, be or become invalid wholly or partially, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective provision shall be replaced by a provision with an intended business outcome which most closely reflects that of the ineffective provision.

13. Re-export

a. The re-export of the goods from Switzerland or Liechtenstein is subject to Swiss and/or US regulations and is not permitted without official approval. We are required to accept orders only when the question of the final destination or intended use of the goods has been clarified and therefore request that you notify us accordingly. See the respective manufacturer's page. The information on an export - also via third parties - must be notified to us by the buyer prior to acceptance of the order. Furthermore, we would like to point out that the warranty at the prices stated can only be claimed within Switzerland.

b. FLIR Licensing and Export Policy: FLIR systems are dual-use products (i.e. goods that can be used in both civil and military applications). These goods, technologies or software may not be used for the design, development, production or use of nuclear, chemical, or biological weapons or missiles. The relevant export authorisation must be applied for and approved by the competent authority prior to temporary or permanent export to all countries outside the EU (Regulation (EC) No 428/2009). We refer to the export regulations of the manufacturer.

14. Privacy declaration

a. Personal data of the Purchaser shall be stored by dataTec exclusively for Purchaser support and information.

15. Phone calls

In order to provide you with the best possible service and to train new employees, we occasionally monitor telephone conversations. If you do not wish us to do this, please advise your account manager accordingly at the beginning of the conversation. Thank you very much.

16. Ordinance on the return, take-back and disposal of electrical and electronic equipment (VREG)

The obligation for the disposal of devices that fall under the Electrical and Electronic Equipment Act in accordance with all legal regulations is the sole responsibility of the Purchaser and not that of dataTec AG.