General Terms and Conditions
LockCon LTD, WIL SG
1. Scope of Application
The business relations between LockCon LTD (hereinafter referred to as „LockCon LTD“) and its customers (hereinafter referred to as „customer; hereinafter referred to jointly as „parties“) are governed by these General Terms & Conditions (hereinafter referred to as „GTC“). Individual regulations deviating from these GTC shall only apply if they have been expressly confirmed in writing by LockCon LTD. Conflicting or deviating terms and conditions of the customer will not be accepted. These GTC shall also apply if LockCon LTD unconditionally carries out the delivery to its customer in the knowledge that the customer’s General Terms & Conditions conflict with or deviate from these GTC.
2. Offer and Conclusion of Contract
The prices, quantities and delivery periods contained in the offers of LockCon LTD are non-binding. The contract shall come into existence upon receipt of the written order confirmation from LockCon lTD. In particular, silence regarding an order or implied conduct shall not constitute a contract between LockCon LTD and the customer. If the order confirmation of LockCon LTD deviates from the order of the customer, this shall be deemed a new offer of LockCon LTD. This offer becomes a binding contract for both parties if the customer does not object to it within 10 calendar days.
3. Price Quotes
The prices quoted by LockCon LTD for its goods and services are ex works (EXW) according to INCOTERMS 2010 of the International Chamber of Commerce, unless otherwise has been agreed in writing. LockCon LTD.
4. Terms of Payment
The terms of payment will be specified in the offer, the order confirmation and the invoice and as a general rule, payment is due at order confirmation. The place of payment is the registered office of LockCon LTD. Due payments may neither be retained nor offset against any counterclaims. All costs incurred due to late payment, including penalty interest of at least 5% p.a., collection costs and otherwise will be borne by the customer.
5. Retention of Title
All goods and services delivered by LockCon LTD shall remain its property until the customer has fulfilled all its contractual obligations, including full payment of the contractually agreed amounts.
6. Delivery Periods and Quantities
The delivery periods and quantities are specified in the order confirmation. Under no circumstances shall LockCon LTD assume responsibility for punctual delivery respectively for delays in delivery. Quantity deviations of up to 10% are accepted by the customer, unless expressly excluded in the order confirmation, whereby the prices are adjusted accordingly. LockCon LTD is entitled to make partial deliveries.
7. Obligation of Delivered Goods Inspections and Notice of Defects
If the goods are collected at LockCon LTD, the customer is obliged to check the integrity and correctness of the goods before taking them over. If damage is suspected, the customer is obliged to immediately submit a notice of defects to LockCon LTD. If the goods are delivered by a forwarding agent or a carrier (or another third party), the customer must check the goods for transport damage and their correctness upon unloading and notify the forwarding agent or the carrier (or another third party) of any damage. A corresponding note shall also be made on the delivery note to be inspected. The damage must be confirmed by the forwarding agent or the carrier (or another third party). If no notice of defects (complaint) is made, the goods shall be deemed to have been approved by the customer. As all goods and services are provided ex works (EXW) as per the applicable Incoterms 2010, LockCon LTD is not liable for any transport damage caused by the forwarding agent nor the carrier (or another third party), unless otherwise agreed.
Subsequent notice of defects will only be considered if the defects were not identifiable at the time of delivery despite proper inspection and the notice of defects is made in writing before expiry of the warranty period within 7 days of discovery. If this notice of defects (complaint) is not made in due time, the goods shall be deemed to have been approved. If the goods have already been processed, the complaint is excluded.
8. Warranty and Liability
All statutory warranty rights shall be expressly excluded to the extent permitted by law and replaced by the provisions of this clause. Any further warranty, in particular the statutory warranty rights, or liability for defects or damage of any kind, is excluded to the full extent permitted by law. In particular, compensation for damage caused by delay in delivery is also excluded. In particular, any liability for consequential damages caused by a defect or other damages which may arise directly or indirectly from the use or processing of sold goods is also excluded to the full extent permitted by law. The exclusion of the statutory warranty rights as well as liability in accordance with this clause also expressly applies to goods which are delivered as a replacement for defective goods.
LockCon LTD assumes a warranty for the conformity of the goods and services with the applicable product and/or service specifications under the reservation of a notice of defects in accordance with clause 8. above. Specific quality guarantees must be expressly agreed in writing. Information in catalogues, data sheets, safety data sheets etc. is not binding. LockCon LTD may, at its discretion, inspect the goods complained of at the customer’s premises. If notice of defects is justified, LockCon LTD shall in any case be entitled either to refund the purchase price or to make a replacement delivery. For goods from third-party suppliers (“trading goods”), LockCon LTD only guarantees within the scope of the warranties provided by its suppliers. Further claims, such as for purposes not specified in the product and/or service specifications, consequential damages, losses or costs in connection with processing etc. are fully and expressly excluded to the extent permitted by law. In the case of a statutory liability of LockCon LTD, the maximum amount shall be the purchase price for the quantity of the rejected goods or services consumed by the customer.
9. Protection of Intellectual Property Rights
The customer acknowledges LockCon LTD’s intellectual property rights, including but not limited to patents, design and content rights, etc. on any documents and/or on the goods and services sold by LockCon LTD. In particular, the customer is prohibited to make any reproductions going beyond the purpose of the contract, build unauthorized copies or imitations, or trade reproduced, copied, or imitated goods.
The analysis of structure and function of software or hardware originated by LockCon LTD (so-called „reverse engineering”) is not permitted without LockCon LTD’s written agreement.
10. Force Majeure
LockCon LTD shall not be liable for the non-fulfilment of one of its contractual obligations if this is due to an obstacle that is beyond the control of LockCon LTD or in particular is based on one of the following reasons: Fire, natural disasters, war, confiscation, general shortage of raw materials, restriction of energy consumption, strike. The same applies if a supplier of LockCon LTD is threatened by these circumstances and as a result LockCon LTD cannot fulfil its contractual obligations.
LockCon LTD reserves the right to change these GTC at any time. The version of these GTC valid at the time of conclusion of the contract (i.e. the order confirmation by LockCon LTD) is decisive in each case.
12. Applicable Law and Jurisdiction
Swiss law shall apply to all legal relationships arising for the parties based on these GTC, to the exclusion of any national or international contracts or conventions which are legally effective at the time of entry into force or a dispute (e.g. the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods, CISG; the Vienna Convention). In the event of differences of opinion in connection with these GTC, the parties undertake to endeavour in good faith to reach an amicable settlement. If, despite the efforts of the parties, no amicable agreement is reached, the place of jurisdiction for all disputes, disagreements or claims arising out of or in connection with these GTC, including their validity, invalidity, infringement or dissolution, shall be the registered office of LockCon LTD. Irrespective of this, LockCon LTD is entitled to pursue the customer at his general place of jurisdiction.