Scope
  1. These General Terms and Conditions (GT&Cs) govern any contractual relationship between Ypsotech AG, CH2540 Grenchen (further referred to as “YT”) and its customers (further referred to as “Customer”). 
    By accepting YT’s business offer or product delivery, the Customer explicitly accepts these GT&Cs as part of the Agreement. Ypsotech AG explicitly reserves the right to change these GT&Cs at any time. Thus the GT&Cs become part of the Agreement. Differing provisions from the Agreement document or from other parts of the Agreement remain reserved.

  2. Any Purchase Terms and Conditions of the Customer (present and future) are void.
  3. Differing provisions are only valid if both Parties have explicitly accepted them in writing.
A Business offer and Agreement conclusion
  1. A Business offer shall remain binding for the period stated in the Business offer. Should there be no period stated, YT remains bound by the offer for ninety (90) days from the date of the Business offer.
  2. The Order is only binding provided that YT confirmed it (further referred to as “Order Confirmation”) in writing (letter, fax or email) after accepting it.
Subject of Supply
  1. The Subject of Supply is enumerated in the Order Confirmation (including any appendices).
Prices
  1. Prices means those under the conditions of EXW Grenchen/CH or Tábor/CH (Incoterms 2000) in Swiss francs or euros always without packaging, shipping, insurance and VAT.
  2. YT reserves the right to amend the price of ordered products that are still to be delivered should the circumstances require.
Payment conditions
  1. Invoices are payable within thirty (30) days from date of invoicing.
  2. The Customer must pay YT without deducting discounts, expenses, taxes and fees of any kind. Payment conditions with other provisions must be agreed on separately.
  3. If a payment is delayed, YT reserves the right to immediately suspend any planned supplies and has the right to charge a daily late payment interest of 6% p.a. on top of the unpaid amount. Other legal remedies are reserved. YT is especially entitled to require advanced payments for future supplies.
Delivery
  1. The Delivery is subject to EXW Grenchen/CH or Tábor/CZ
  2. The delivery period commences upon YT confirming the order and upon complete clarification of technical matters.
  3. Delivery period can be reasonably extended:

      • If details necessary to carry out the order are not available, are not provided to YT in time or the Customer makes additional changes to these;
      • If payment due dates are not met or letters of credit are open too late;
      • If such obstacles occur that YT is unable to avert despite applying due care and regardless of whether such obstacles arise on the side of YT, Customer or any third party. Such obstacles include force majeure, such as epidemics, mobilization, war, uprising, serious production breakdowns, accidents, industrial disputes, administrative measures or neglect and natural disasters, as well as delayed or defective supplies of raw materials, semi-finished products and finished products and temporary lack of important parts and tools.
  4. A delivery delay does not entitle the Customer to withdraw from the Agreement.
Shipping and insurance
  1. YT packages products with care. All packaging is charged to the Customer as own (overhead) costs.
  2. Any special wishes regarding shipping and insurance must be communicated to YT in time. Shipping is carried out at Customer's costs and risks. The Customer must communicate any complaints in connection with shipping to the last carrier immediately upon receiving the supply or shipping documents.
  3. The Customer bears the costs of insurance against damage of any kind. Even though YT can take out an insurance policy, the Customer bears the costs of such policy.
Supplied amount
  1. Unless agreed otherwise, YT reserves the right to supply a lower or higher amount accounting for ten (10) per cent of the ordered goods. Quantity deviations arising from an unexpected situation in production are reserved.
  2. Delivery ahead of time is acceptable.
Checking and receiving a supply
  1. The Customer must check the supply including delivery documents immediately after receiving it and inform YT of any defects in writing within ten (10) business days from receiving the supply. By failing to do so, the products shall be regarded as accepted with reservation to section 10.1. of the GT&Cs.
Guarantee and liability
  1. YT guarantees that for the guarantee period of one (1) year from being received products supplied by YT shall be free from any manufacturing and material defects and shall comply with specifications. The Customer must notify YT in writing of any defects within ten (10) business days from becoming aware of the defect.
  2. Specifications are details explicitly determined as specifications in the Order Confirmation.
  3. Provided that the Customer notifies YT of the defect within the period under section 9 or 10.1 of the GT&Cs and provided that YT shall accept such defect, YT shall at its own discretion either replace or repair the defective product or shall pay the Customer for this. The guarantee period does not commence from start with a repair or replacement.
  4. The guarantee becomes void if:

    • the Customer or any third party do not handle the product as expertly as required or do not comply with YT’s regulations regarding the use of the product;
    • the Customer or any third party amends or modifies the product;
    • the Customer, after a defect arises, does not immediately take suitable measures to reduce the damage and if the Customer provides YT the opportunity to remove the defect;
    • the labels or tags of the product have been modified, removed or limited in any other way; or
    • the product returned to YT to be repaired was damaged during its transport to YT.

  5. The content of the guarantee including YT’s obligations and Customer’s remedies in case of defective products are enumerated in section 10.1 of the GT&Cs. YT does not explicitly provide any other guarantee, assurance or warranty regarding the supplied products. Especially, YT is not liable for any defects revealed on the products after the guarantee period. Any other remedies under the Swiss Law of Obligation are excluded.
  6. Liability for loss of profit, loss of sales, goodwill, damage of reputation or other indirect damage or consequent damage from defects are explicitly excluded to the extent permitted by law.
Title of ownership of products
  1. The title of ownership of the products is transferred to the Customer upon the whole payment amount being received by YT. Until such moment, the products are in the ownership of YT and the Customer must not pledge them or provide as security. The Customer is obliged to clearly mark products as owned by YT and store them separately from other products. YT has the right to enter the Customer’s premises during business hours to appropriate such products.
Tools and devices
  1. Tools and devices produced in order to carry out the order remain in sole ownership of YT even if they are partly or completely charged to the Customer.
Requesting permissions
  1. It is the responsibility of the Customer to obtain all the permissions, approvals and licences that are necessary to acquire the products, have them delivered and use them.
Confidentiality
  1. Any and all confidential information, such as know-how, data, drawings and other materials exchanged between the Parties under the performance of the Agreement must be kept confident and must not be used for any other purposes and must not be disclosed to any third party. Such confidential information as well as all intangible property rights that they represent remain in the ownership of the disclosing party. All materials related to confidential information of the disclosing party, including all duplicates or copies, must be immediately handed in on the request of the disclosing party.
Transfer
  1. The Customer may lawfully transfer the rights and obligations under the Agreement with YT only after prior written consent of YT.
Governing law
  1. This Agreement is exclusively governed by Swiss law and international private law is excluded. UN Convention on the International Sale of Goods does not apply.
Jurisdiction
  1. The court in CH-2540 Grenchen is the exclusive relevant local court for all disputes.

GT&Cs of 18 November 2019