General Terms and Conditions

1. Scope

1.1. These General Terms and Conditions (“GTC”) of Akrodyn GmbH (“Akrodyn”) apply, in the version in force at the time the contract is concluded, to all contracts concluded between Akrodyn and Akrodyn's customers, unless something else has been agreed in writing. Amendments and ancillary agreements are valid only if they have been agreed in writing. By ordering the goods or services at an exhibition, at a presentation or in the online shop, these terms are deemed to be accepted.

1.2. Subsequent amendments or additions to the GTC become part of existing contractual relationships unless the customer rejects them within 30 days of becoming aware of them.

1.3. Any general terms and conditions of customers have no validity unless Akrodyn expressly consents in writing to their application.

2. Offer and conclusion of contract

Akrodyn's offers are not binding. A legally valid contract only comes into existence once Akrodyn has accepted and confirmed the customer's order or the parties have concluded a written contract. Unless regulated otherwise in the order & order confirmation or in the written contract, these GTC automatically become an integral part of the contract.

3. Prices, shipping and installation costs

The prices agreed in the written contract apply. Without a written agreement to the contrary, the price is net Incoterms FCA (Free Carrier) Akrodyn's site in Zurich, and all additional costs such as value added tax, costs for delivery, insurance and installation/set-up, customs duties etc. are charged in addition. Installation/set-up/commissioning are charged according to time spent (including waiting times for which the customer is responsible) at Akrodyn's applicable hourly rates (CHF 175.00).

4. Payment

Unless noted otherwise on the invoice, Akrodyn's invoices are to be paid by the customer within 10 days, but in every case before delivery. Set-off against counterclaims is excluded. If payment is not made within the payment period, the customer is automatically in default without further reminder and owes Akrodyn default interest of 5% p.a. directly on the amount owed. If payment by instalments has been agreed and the customer is in default with an instalment, Akrodyn is entitled to demand immediate payment of all amounts still outstanding, to suspend all deliveries or to withdraw from the contract, and in all cases to claim damages.

5. Intellectual property, copyright

Concepts, designs, plans, sketches, illustrations, instructions, descriptions and the like belong to and always remain the intellectual property of Akrodyn, unless this has been explicitly excluded by contract. The customer receives no exploitation rights whatsoever in them. Any exploitation or use by the customer that goes beyond the intended use requires the express written consent of Akrodyn.

6. Software and data

Data acquired through an app of Akrodyn, and the control software used for that purpose, belong to and remain the property of Akrodyn. In these items the customer acquires only a personal, non-exclusive right of use (licence) of unlimited duration, which is subject to the following provisions:

• Modifications, further developments, reverse engineering, decompilation, disassembly and translations are prohibited
• Copying, selling, renting or otherwise making available to third parties, and any use outside of or in another form, are prohibited
• Akrodyn is not obliged to develop software further. Any further developments may be obtained for a fee.
• Akrodyn is not obliged to produce updates of the software. Akrodyn is, however, entitled to install updates of the software that remedy errors or improve stability or security online via an internet connection at no cost to the customer.

7. Delivery and installation

7.1. Delivery is made from Akrodyn's site (Incoterms FCA). The place of performance is Akrodyn's site. Benefit and risk pass at the time of handover to the carrier, haulier etc.

7.2. Packaging and shipping are carried out at Akrodyn's discretion and at the customer's expense.

7.3. The delivery time stated in the contract is non-binding and serves only as a guide value. Claims for damages on account of failure to meet the delivery time are excluded. In the event of shipping delays for which Akrodyn is not at fault, the goods intended for the customer are stored at Akrodyn at the customer's expense and risk.

7.4. If delivery to the customer is not possible because the customer does not accept the goods or has not stated the delivery address correctly, the customer bears the costs of the unsuccessful delivery.

7.5. The customer must provide sufficient assistants, at its own expense and risk, for unloading, transport from the place of delivery to the place of installation, unpacking and assistance during installation. The customer is further responsible for the preparation and set-up of, and for free access to, the place of installation.

7.6. Installation and commissioning are carried out by Akrodyn and are charged at Akrodyn's applicable cost rates (CHF 175.00/h).

8. Acceptance and inspection

8.1. Once installation has taken place, the customer and Akrodyn are to complete and sign a handover protocol.

8.2. The customer is obliged to inspect the goods and to report defects identified, including transport damage, to Akrodyn in writing within 5 working days. If the customer fails to do so, the goods are deemed approved, except in the case of defects that were not detectable on customary inspection.

9. Warranty and material defects

9.1. The statutory warranty applies. For a period of one year from delivery of the goods, Akrodyn is liable for the delivered goods functioning in accordance with the product description, provided they are used in accordance with the applicable operating instructions.

9.2. Material defects that appear after acceptance are to be reported to Akrodyn within 10 working days of discovery. If the customer fails to do so, the defect is deemed approved.

9.3. Akrodyn's liability is excluded for normal wear and tear, faults or negligence in inspection, maintenance or operation, non-observance of the operating instructions, exceeding the maximum permissible load, chemical or electrolytic influences, and the making of modifications or repairs by the customer or by third parties.

9.4. If a defect exists for which Akrodyn is liable, Akrodyn is entitled to remedy the defect at its own discretion either by repair or by replacement.

10. Liability

10.1. All rights reserved. Any liability is disclaimed. Liability for gross and slight negligence as well as for unlawfulness is disclaimed.

10.2. Akrodyn is not liable for any particular success or failure.

10.3. Akrodyn is not liable for direct or indirect consequential damage, nor for indirect damage, lost profit, accidents and any kind of financial loss.

10.4. Akrodyn is not liable towards third parties.

11. Data protection

The customer takes note of Akrodyn's privacy policy and agrees to it. The privacy policy is an integral part of the GTC. Deletion or disclosure of the collected data can be obtained by e-mail to info@akrodyn.com.

12. Assignment

An assignment of the contract concluded between the customer and Akrodyn is valid only with the prior written consent of Akrodyn.

13. Withdrawal

Financial difficulties of the customer that become known after conclusion of the contract entitle Akrodyn to demand security for outstanding payments. If such security is not provided, Akrodyn is entitled to withdraw from the contract and to claim damages.

14. Reminder fees

Akrodyn GmbH reserves the right to charge reminder fees of up to 5% of the amount owed if the invoice is not settled within the payment period.

15. Severability clause

Should provisions of these GTC be or become legally invalid in whole or in part, the validity of the remaining provisions is not affected thereby, and the invalid provision is replaced by one that comes as close as possible to the economic purpose of the invalid provision.

16. Applicable law and place of jurisdiction

Swiss law applies, to the exclusion of Swiss conflict-of-laws rules and of the United Nations Convention of 11 April 1980 on the International Sale of Goods (CISG). The exclusive place of jurisdiction is Zurich, Switzerland.