General Conditions of Delivery and Payment
1. Exclusive Validity of these Conditions
Any and all deliveries - including any and all future deliveries - shall exclusively be governed by these General Conditions of Delivery and Payment. Purchasing Conditions of the Customer's are herewith explicitly rejected to the extent they are in conflict with these conditions.
2. Conclusion and Contents of Contract
2.1. Offers made by ecom are to be understood as non-binding. A binding contract shall be deemed to be concluded only upon ecom`s written confirmation of an order placed by the Customer
2.2. Any amendments and/or supplements to a contract shall likewise become effective only if made respectively confirmed in writing.
2.3. Rights deriving to the Customer from this contract must not be assigned without ecom´s prior written consent.
3.1. Prices are quoted net ex works, exclusive of packing and of VAT.
3.2. Unless otherwise explicitly agreed upon, title in tools used by ecom shall fully accrue to respectively remain with it, even if the Customer bears part or all of their costs.
4.1. If a delay in delivery is caused by reasons of force majeure, the period of delivery is automatically extended appropriately. If such delay exceeds one month, ecom shall, by giving the Customer pertinent written notice, be entitled to rescind the contract.
4.2. If ecom is in delay with its delivery, the Customer shall be entitled to set ecom an additional time period to effect such delivery which must be reasonable under the circumstances. If ecom then fails to perform such delivery within the additional period described, the Customer shall be entitled, by giving ecom pertinent written notice, to rescind the contract.
5. Notice of Defects, Warranty, Liability
5.1. Notice of obvious defects, in particular of defects in the packaging and/or due to transportation as well as those concerning the quantity or the identity of the delivered products or of other obvious defects must be given in writing within one week from the date of delivery. With regard to hidden defects this period shall run from the day of their respective recognizability.
5.2. Both for defective deliveries and otherwise, ecom shall, to the exclusion of all other liability, be liable only as follows:
5.2.1. If a product turns out to be defective and is properly notified as such to ecom, ecom shall, at its option, either repair such defect or replace the affected component/product ("supplementary performance"). Title in any replaced components/products shall automatically pass to ecom. When two attempts at such supplementary performance have failed, the Customer shall be entitled, at its option, to either reduce the agreed-upon price or to rescind the contract.
5.2.2. In addition, if all conditions for such liability otherwise required by the law are satisfied, ecom shall be liable for the following damages:
All damages caused by an either intentional or at least grossly negligent breach of a contractual duty either by ecom itself or by a person engaged by ecom to perform all or part of such duties on ecom's behalf. Further, all damages resulting from bodily injury as well as all costs incurred through the above-mentioned supplementary performance, so in particular all costs of transportation, travelling, labour and material. This liability does not include any extra costs resulting from the transfer of the defective product from its original point of destination to its present location.
5.3. ecom’s warranty for commercial, non-private business customers with warranty claims as noted in section 5.2 shall be 12 months from the delivery date. Customers who are private, consumer customers and non-business with no resale of the product, the warranty shall be 24 months. This warranty excludes all parts that are subject to wear and tear (e.g. batteries). For the supplied Ex-battery, the warranty period is 6 months.
The warranty covers function and material under the specified and permitted operating and maintenance conditions.
This warranty does not extend to products that are used improperly, have been modified, neglected, damaged in accidents or exposed to abnormal operating conditions and inappropriate handling.
Any claims under the warranty can be invoked by returning the defective equipment to the manufacturer. The costs associated with returning devices to ecom instruments GmbH are to be borne by the sender.
We reserve the right to repair, adjust or exchange the device.
The aforementioned warranty conditions are the sole and only right of the purchaser to compensation, are exclusively valid and replace all other contract or legal warranty obligations.
ecom instruments GmbH assumes no liability for special, direct, indirect, accompanying or consequential damage as well as losses including the loss of data, independent of whether it was caused by violation of the warranty obligation, lawful or unlawful action, action in good faith or any other action.
If the limitation of a legal warranty as well as the exclusion or limitation of accompanying or consequential damage is not permissible in certain countries, it may be that the aforementioned limitations and exclusions are not valid for every purchaser. Should any such clause of these warranty conditions be declared ineffective or unenforceable by a competent court, then the effectiveness or enforceability of any of the other conditions of these warranty conditions shall remain unaffected by such a judgment.
For any product and/or components delivered or repaired on a warranty basis, the warranty period shall be six months, but shall in no case expire before the original period of warranty.
Product specific conditions mentioned in the safety instructions to the product override the conditions stated above for those portions of the conditions explicitly mentioned.
6. The Need of Continued Creditworthiness of the Customer
The continued absolute creditworthiness of the Customer is an indispensable precondition for delivery. If, after the conclusion of the contract, ecom obtains information which warrant reasonable doubts in this respect, it shall be entitled to demand, at its discretion, either advance payment or an appropriate collateral or, if a consideration other than payment in cash had been agreed upon, payment in cash. Alternatively, it may terminate the contract, at its discretion, in whole or in part and/or demand performance plus damages.
7. Retention of Title
7.1. ecom shall retain full title in every product delivered until that product has been fully paid.
7.2. In return, the Customer is authorized to use such products as an input/component for the manufacture of a new product even before full payment is made. However, such manufacturing/assembly shall be deemed to be carried out by the Customer on behalf and in the name of ecom. With regard to such input/component, the Customer herewith assigns to ecom all rights he thereby obtains in such new product to the extent these rights are to be considered as consideration for the loss/destruction of the pertinent input/component. The Customer shall take proper care of and maintain such new product for ecom.
8. Conditions of Payment
8.1. Invoices shall be payable within 30 days of receipt of the products, net, without discount.
8.2. The Customer may declare set-offs only with claims that are either uncontested or have become res judicata.
8.3. In case of a substantial deterioration in the financial situation of the Customer, the Supplier shall have the right to demand immediate payment of all claims he has against the Customer.
9. Final Provisions
9.1. If any provision contained in these conditions is or becomes invalid or ineffective, the remainder of these conditions shall not be affected thereby.
9.2. The place of performance for all obligations deriving from this contract shall be the address of the works from which the pertinent delivery shall be respectively has been made.
9.3. This contract as well as the entire business relationship between the Parties shall exclusively be governed by German Law.
9.4. All disputes arising out of or in connection with this contract shall exclusively be decided by the competent court in Stuttgart/Germany. Notwithstanding this provision, ecom shall alternatively have the right to sue the Customer at the court locally competent for the Customer's principal place of business or for the place for which the delivery in question is destined.
ECOM INSTRUMENTS GmbH, Assamstadt
January 1st, 2015
General Conditions of Delivery and Payment Switzerland
1. Exclusive validity of these terms & conditions
Both the present business transaction and all futurebusiness relations between ECOM INSTRUMENTS GmbH (hereinafter referred to as: ECOM) and the customer shall be exclusively subject to the following General Terms & Conditions of Delivery and Payment. The customer's terms & conditions of purchasing shall not apply even if they are not specifically opposed again by ECOM. The present General Terms & Conditions of Delivery and Payment shall take precedence over those of the customer.
2. Conclusion of a binding contract and contents of the contract
Quotations from ECOM are non-binding. A binding contract shall not be established until ECOM has issued the written order confirmation or sent an order confirmation by email. Changes, modifications or amendments to an order shall only be effective when made in writing and confirmed in writing or via email by ECOM. The customer may not assign any claims arising from an order without the prior written consent of ECOM.
Unless agreed otherwise in express terms, all prices given by ECOM are ex works, strictly net and in Swiss francs and do not inlclude packaging and shipping costs or VAT. Even if the customer assumes all or part of the costs for tools used by ECOM, it shall not acquire any rights to such tool through this alone. The tool in question shall, rather, remain the property of ECOM in its entirety.
4. Delivery date
If a delivery is delayed as a result of force majeure or other events for which ECOM cannot be blamed, such as operational, traffic, transport or energy supply disruptions, strikes, lock-outs etc., the delivery date shall automatically be extended accordingly. If such a delay exceeds a period of one month, ECOM shall be entitled to withdraw from the contract by way of a corresponding declaration in writing.
Should ECOM be in default with the delivery, the customer shall be able to grant ECOM a reasonable period of grace for delivery. Should ECOM not comply with this deadline, the customer shall be able to withdraw from the contract to the exclusion of all other rights.
The same restriction shall also apply if ECOM subsequently finds it impossible to perform the order for reasons that are not the fault of ECOM.
5. Notification of defects, guarantee and liability
5.1 In the event of defective deliveries, especially deviations of the quantity delivered, the identity of the delivery item as well as easily discernible transport and/or packaging damage, the customer shall be obliged to give notification of this in writing as quickly as possible, though within 5 working days after delivery at the latest.
In the event of hidden defects, the deadline period shall apply from the time of the defect being discernible. Faulty goods under the contract may not be used and must be clearly marked and identified.
5.2 Guarantee: In the event of defective deliveries, ECOM shall be entitled to replace these with goods free of defects for the customer in each case. Parts replaced shall become the property of ECOM. Further guarantee claims shall be expressly excluded.
5.3 Liability: Should ECOM infringe any contractual or statutory obligations through negligence or intent and the customer suffers personal injury or damage to property as a result of this, ECOM shall be liable - subject to mandatory provisions of the law - for up to twice the amount only corresponding to the annual remuneration for its services. Any further liability on the part of ECOM, especially in relation to financial losses on the part of the customer or third parties, regardless of what legal grounds this is founded on, shall be expressly excluded.
5.4 The deadline for asserting claims under the guarantee in accordance with Clause 5.2 and liability claims under Clause 5.3 shall depend on the relevant delivery item or goods. The guarantee period according to the respective product instructions for the goods delivered shall be decisive in this respect. Replaced goods shall be subject to the same deadline period according to the respective product guide, which shall re-commence on delivery or acceptance.
6. Credit unworthiness on the part of the customer
The prerequisite for ECOM's obligation to deliver shall be the absolute creditworthiness of the customer. Should ECOM obtain information following conclusion of the contract which, according to reasonable commercial assessment, gives rise to justifiable doubts in this regard, ECOM shall be entitled, as it chooses, to require advance payment or security or, where payment other than in cash has been agreed, demand cash payment or withdraw from the contract and demand compensation in place of performance.
7. Payment terms
Invoices shall be payable strictly net within 30 days of delivery. Any offsetting by the customer against claims vis-à-vis ECOM shall be excluded. Should the customer's financial situation deteriorate to the extent that complete and/or prompt payment of accounts receivable not yet due to ECOM otherwise appears to be in jeopardy on the basis of a reasonable commercial assessment, ECOM shall be entitled to declare the same due immediately and demand payment.
8. Data protection
ECOM and the supplier undertake to strictly comply with the Swiss data protection law when handling customer data. On placing the order, the customer consents to its data being processed by ECOM or third parties in connection with the customer's creditworthiness and payment history as well as in relation to the collection of receivables. ECOM may pass on customer data to companies that have undertaken to comply with the Swiss data protection law.
9. Concluding provisions
Any legal invalidity of individual parts of the contract shall not affect the remainder of the contract. The place of performance for all obligations arising from the contract shall be ECOM's registered office in Sursee. All legal relations between ECOM and the customer shall be subject exclusively to the laws of Switzerland, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Convention).
The place of jurisdiction for any disputes arising between ECOM and the customer shall be Sursee, though ECOM shall also be able to opt to take legal action at the competent court in the place of the customer's registered office or residence or at any other competent court.
ECOM INSTRUMENTS GmbH, Sursee
January 1st, 2015