DBS System SA
Route des Avouillons 6
Owner contact email: firstname.lastname@example.org
Valid as of December 3rd 2019
1.1. The following terms and conditions and their subsequent versions (Conditions) apply to the contractual relation between DBS System SA (Seller) and the Buyer with regard to the Sale (as defined below).
1.2. These Conditions also apply to all future statements and contracts between the Buyer and the Seller, whether or not explicitly agreed upon. Other or conflicting terms and conditions are only binding if explicitly agreed in writing by the Seller.
2. Definitions and Interpretation
2.1 For the purposes of these Conditions, the following capitalized terms shall have the following meanings:
Annex shall mean the document annexed to these Conditions,
Buyer shall mean the natural or legal person concluding a Sale according to section 3 of these Conditions,
Cancellation charges shall have the meaning as set forth in section 7 of these Conditions,
Conditions shall have the meaning as set forth in section 1.1 of these Conditions,
Goods shall mean the goods that are the object of the Sale,
Order shall have the meaning as set forth in section 3 of these Conditions,
Sale shall mean the contractual relation between the Buyer and the Seller with regards to the sale of the Goods, and
Seller shall have the meaning as set forth in section 1.1 of these Conditions.
2.2 The singular shall include the plural and vice versa; the neuter shall include the masculine and the feminine and vice versa.
3. Sale Conclusion
3.1 The Sale is concluded by the placement by the Buyer of a signed Goods order sent by post or email.
3.2 Upon the conclusion of the Sale, the Buyer expressly accepts the application of the present Conditions, and in particular undertakes to pay the price of the Goods as well as any taxes, fees and/or other charges relating to the Order (see 4 below).
4. Prices, Taxes and other Charges
4.1 Current prices may be obtained directly from the Seller and are guaranteed for a period of 30 (thirty) days.
4.2 When placing the Order, the current prices obtained directly from the Seller (see 2 above) shall be referenced by the Buyer, where appropriate.
4.3 Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, country-specific taxes (e.g. VAT) or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the Sale shall be borne by the Buyer in addition to the price of the Goods.
4.4 The same applies to shipping and processing costs (see section 8.2 below), which will be charged to the Buyer in addition to the price of the Goods, in accordance with the terms set out in the Annex (Shipping Information).
5.1 Upon reception of the Order, the Seller shall issue an invoice for the total price of the Goods, the taxes, fees and/or other charges relating to the Order as well as the shipping and processing costs.
5.2 For large orders as defined at the discretion of the Seller, the delivery process for the Goods shall only start upon reception by the Seller of the Buyer’s full payment or partial pre-payment.
5.3 The invoice shall be paid by the Buyer within 30 (thirty) days.
5.4 A penalty interest of 5% (five percent) per year shall be due for every day of payment delay.
6.1 Orders may be changed or amended only by written agreement signed by both the Buyer and the Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery.
6.2 The Buyer expressly agrees to support any price increase resulting from such changes or amendments.
6.3 The Seller reserves the right to refuse any changes or amendments required by the Buyer, for any reason and at its sole discretion.
6.4 The Seller reserves the right to unilaterally change or amend an Order, where necessary to ensure its best implementation.
7.1 The Buyer may not cancel its Order unless such cancellation is expressly agreed to in writing by the Seller.
7.2 In such event, the Seller will advise the Buyer of the total charges for such cancellation, and the Buyer hereby expressly agrees to pay such charges, including but not limited to storage and delivery costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on the Seller by its suppliers as well as any other cost resulting from the cancellation of the Order (Cancellation charges).
7.3 The Buyer will only be released of the cancelled Order and the obligations arising therefrom upon full payment of the amount of the Cancellation charges to the Seller.
8. Delivery and Delays
8.1 The delivery of the Goods shall be at FCA Seller’s shipping point, which may be in Switzerland, France or in any other country where the Goods are manufactured, unless otherwise specified in the Order or decided by the Seller at its sole discretion.
8.2 If required by the Buyer, the Goods will be shipped to the address indicated by it, at its own expense and risk, in accordance with the terms set out in the Annex (Shipping Information).
8.3 Unless otherwise agreed between the Seller and the Buyer or decided by the Buyer, the Orders will be processed within 48 (forty-eight) working hours of the date of the payment reception.
8.4 The Seller reserves the right to make delivery in installments.
8.5 Delay in delivery and/or delivery in installments shall have no effect on the obligation of the Buyer to accept the Goods and/or subsequent deliveries.
8.6 If for any reason the Seller is unable to supply the total demands for the Goods specified in the Order, the Seller may allocate its viable supply among any or all Buyers on such basis as the Seller may deem fair and practical, without liability for any failure of performance which may result therefrom.
9. Acceptance and Returns
9.1 The Buyer shall immediately inspect the Goods and notify the Seller in writing of any claims for shortages, defects or damages, within 14 (fourteen) days of the date of reception.
9.2 In such case, if the Goods have not been removed from FCA Seller’s shipping point at the time of the Buyer’s notification, they will be inspected and tested by the Seller, who will then determine – at its sole discretion – if the Buyer is eligible either for a replacement of the Goods or a refund of the purchase price (less taxes, fees, charges and shipping costs, in particular). Otherwise, the Goods will first have to be returned to FCA Seller’s shipping point at Buyer’s expense and risk, in order to allow the Seller to proceed with inspection and testing.
9.3 Claims regarding Goods which have been used, damaged and/or which are no longer in their original pack will not be taken into consideration.
9.4 If the Buyer fails to notify the Seller of any claims for shortages, defects or damages according to section 9.1 above, the Goods shall conclusively be deemed to have met the expected standards of quality and to have been irrevocably accepted by the Buyer.
10. Use of the Goods
The Goods must be used in accordance with their intended purpose, industry standards and practices, and Seller’s instructions, if any, as well as in compliance with the applicable legal and regulatory provisions.
11.1 The Seller warrants that the Goods shall conform to the description as provided through its Goods Orders or Goods proposal and meet the standards of quality to be expected.
11.2 This warranty is exclusive, and the Seller makes no other warranty, express or implied, including any implied warranty of merchantability or fitness for any particular purpose.
11.3 In particular, and without prejudice to the generality of the foregoing, the responsibility for ensuring that the purchase, use or sale of the Goods is allowed and complies with the law applicable in the Buyer’s country remains solely with the Buyer.
12. Exclusion of Liability
12.1 The Seller shall not be liable for any direct and/or indirect loss, damage or penalty resulting from any delay or failure to deliver or otherwise perform hereunder due to any cause beyond the Seller’s reasonable control.
12.2 Without prejudice to the generality of the foregoing, causes beyond the Seller’s reasonable control shall include acts of god, acts, restrictions, regulations, prohibitions or measures of any kind by any governmental or local authority, or any other case of force majeure. Any additional costs and risks resulting from any cause beyond the Seller’s reasonable control shall be borne by the Buyer.
12.3 Furthermore, the Seller shall not be liable for any direct and/or indirect loss, damage or penalty resulting from any use or failure of the Goods.
13. Safety requirements
13.1 In order to ensure the safety requirements and the safety of the devices that are placed on the market, the Buyer shall assure the traceability of the Goods, collect complaints and relevant experience concerning their use and efficacy and deliver these to the Seller immediately.
14. Technical Assistance
14.1 At the Buyer’s request, the Seller may, at its sole discretion, furnish technical assistance and information with respect to the Goods.
14.2 Any technical assistance, information and/or suggestions by the Seller regarding use, selection, application or suitability of the Goods shall not be construed as an express warranty unless specifically designated as such in a writing signed by the Seller.
15.1 Enforcement: The Seller’s failure to strictly enforce any of these Conditions or to exercise any right arising hereunder shall not constitute a waiver of the Seller’s right to strictly enforce these Conditions or exercise such right thereafter. All rights and remedies under every order are cumulative and are in addition to any other rights and remedies the Seller may have at law or in equity. Any waiver of a Buyer’s default hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
15.2 Amendment: The Seller reserves the right to amend these Conditions at any time.
15.3 Severability: Should a provision of these Conditions be or become invalid, the validity of the other provisions is not affected. The invalid provision shall be replaced by a provision which should reflect as closely as possible the commercial intent of the Conditions.
15.4 Applicable Law: The construction, validity and performance of these Conditions and/or the Sale are exclusively governed by the laws of Switzerland, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
Jurisdiction: Place of jurisdiction for all disputes arising out of or in connection with these Conditions and/or the Sale, including disputes on their conclusion, binding effect, amendment and termination shall be the ordinary courts of Lausanne, Switzerland