Standard Terms & Conditions
The following sets forth the standard terms and conditions which shall control all purchases from Zurich Instruments AG, CH-8005 Zurich, Switzerland, also named Seller. These terms and conditions have priority over all other terms, including buyer's purchase order terms, and may only be waived or amended by written agreement between authorized representatives of Seller and buyer. They shall also apply to all future relations between the parties, even if not agreed upon expressly. If with an inquiry or order, other buyer’s conditions are made known, these are hereby not recognized.
Quotations and Acceptance
The quotations of Zurich Instruments AG are valid for thirty (30) days from the day of issuing if no other term is shown. All offers are without obligation, that is, the Seller reserves the right of acceptance or refusal on the basis of the offer. Orders are legally validated by written confirmation, whose content is solely definitive for the contractual relationship. Telephone or oral agreements and arrangements with Seller representatives require written confirmation for legal validity.
Zurich Instruments AG has no obligation with respect to any purchase order until it is accepted. Zurich Instruments AG has the right to accept purchase orders in whole or in part. Zurich Instruments AG quotes are based on current availability of materials and manufacturing capacity. If such material availability or manufacturing capacity changes by the time a purchase order is placed, Zurich Instruments AG has the right to change the lead time when accepting the purchase order.
Taxes and Export Charges
All prices are exclusive of all sales, excise, value-added, use, and property (ad valorem) taxes and all customs and export charges, which are the responsibility of buyer unless stated otherwise.
Items are shipped under DAP, FCA or EXW conditions INCOTERMS® 2020. Buyers should inform themselves of the costs and risks associated with each of these terms.
Our delivery time notifications are made from best estimates, under consideration of, respectively, the delivery situation and production capacities, and are approximate only. Insofar as deliveries are not necessarily ex stock, delivery periods must be individually agreed, whereby the written confirmation is decisive. Zurich Instruments AG is entitled to effect part deliveries and to invoice for these separately.
Force Majeure Circumstances beyond the control of the Zurich Instruments AG or its sub-suppliers or sub-contractors, such as but not limited to acts of god, epidemics, pandemics, government or sovereign acts or omissions (including, but not limited to, the failure to grant, restricted granting, or any delay in the granting of any governmental or official approvals, permits, licenses or allowances, as well as the full or partial cancellation or suspension of such approvals, permits, licenses or allowances), strike, fire, shortages of raw materials or common supplies or components, or other operational disruption (“Force Majeure Event”), which affect the performance of contractual obligations of Zurich Instruments AG or its sub-suppliers or sub-contractors , entitle Zurich Instruments AG to extend the periods for the performance of such contractual obligations (e.g. delivery period) by the duration of such Force Majeure Event accordingly. A Force Majeure Event does not entitle the buyer to refuse acceptance of the goods, to withdraw from the contract and/or to claim any form of compensation.
Reservation of Ownership
Zurich Instruments AG is entitled to enter a reservation of ownership to the delivered products in the reservation of ownership register until full payment of the purchase price is received and to notify the lessor of business premises in which the object of purchase is located. Buyer shall notify Zurich Instruments AG of the relocation of the delivered products to other business premises and of the address of the new lessor before moving into the new leased premises. Pledging or transfer of ownership by way of security is prohibited until the entire purchase price has been paid. In the event of resale in the ordinary course of business, buyer assigns his claims against the resale buyer to Zurich Instruments AG.
Unless otherwise agreed in writing and in advance by Zurich Instruments AG, all invoices are payable within thirty (30) days of the date of invoice, and in the currency of the invoice, deposited on the appropriate bank account of Zurich Instruments AG. Payment of invoices into a Zurich Instruments AG bank account with a different currency can lead to banking fees that may be charged to the buyer.
Zurich Instruments AG reserves the right to make additional charges where the buyer requires that a proprietary invoicing system (for example, a web-based procurement portal) is used.
In the case of delayed payment, interest is charged at the normal bank interest rate for current account overdrafts. Discounting and redemption fees, resulting from payment by the bill of exchange, cheque or other payment orders are chargeable to the buyer. Bills of exchange and cheques are only considered as payment after their redemption. If a buyer does not comply with their liability to pay or if we become aware of circumstances that place his credit worthiness in question, all residual claims immediately become payable.
Calculations by the buyer using buyer legitimized counterclaims are excluded. Buyer legitimized claims derived from the warranty, or because of alleged defects, do not free the buyer from liability to pay until a legal judicial decision.
Zurich Instruments AG has the right to withdraw from the contract or to demand securities or prepayment for further deliveries. Costs arising from the collection of liabilities are to be paid by the buyer. The non-delivery of insignificant parts of an order or any claims under the terms of the warranty vis-à-vis Zurich Instruments AG do not entitle the buyer to postpone or withhold due payments.
Intellectual Property and Buyer’s Right of Use
Zurich Instruments AG retains all copyright, patent, ownership of software, and other intellectual property rights in the products.
Unless a special acceptance procedure has been agreed, buyer shall inspect the products of Zurich Instruments AG himself and notify Zurich Instruments AG in writing of any defects. If buyer fails to give notice within two weeks of delivery of the products, they shall be deemed to have been approved. If defects become apparent later within the warranty period which could not have been discovered even after careful inspection, buyer must notify Zurich Instruments AG of them immediately in writing. Otherwise, the delivery shall be deemed approved also with respect to these defects.
Zurich Instruments AG warrants that the products have the warranted characteristics and are free from defects at the time of the delivery. The warranty period shall be one (1) year from date of delivery to buyer. Zurich Instruments AG offers warranty extension for most of its products.
Defective products may be returned DAP Destination INCOTERMS® 2020 to Zurich Instruments AG after obtaining an RMA (return material authorization) document from Zurich Instruments AG. If after testing and inspection any such returned product is determined by Zurich Instruments AG to be defective, Zurich Instruments AG shall within a reasonable period of time repair or replace the product and return it to buyer.
If not authorized in writing by Zurich Instruments AG, the sender returning the product will cover for 2-way shipping costs. For repair under warranty cases, Zurich Instruments AG will cover the return shipping expense.
The warranty is void if: (a) defects in materials or workmanship or damages result from repairs or alterations which have been made or attempted other than by Zurich Instruments AG; (b) the damage is due to improper use, improper product integration or improper maintenance including failure to upgrade to the supported software versions, (c) attempt of disassembling and (d) disassembling of the product.
Limitation of Liability
Except as expressly provided in these terms and conditions and to the extent permitted by law, any liability of Zurich Instruments AG for pecuniary loss as well as for other damages, in particular for damage caused by delay as well as for claims for compensation for direct, indirect, consequential or incidental damages, such as loss of production, loss of use, loss of orders, loss of profit, loss of earnings, unrealized savings, reimbursement of expenses, interruption of operations, contractual claims of third parties, financing expenses, loss of interest and claims from cover purchases made as well as loss of data, information and programs as a result of a software error - irrespective of the legal grounds - is expressly excluded.
This exclusion of liability does not apply to unlawful intent or gross negligence on the part of Zurich Instruments AG, but it does apply to unlawful intent or gross negligence of auxiliary persons.
Cancellation or alteration of orders following their acceptance is subject to our written consent. In the event of the goods proving unsatisfactory for whatever reason, Zurich Instruments AG must be notified, in writing, within seven (7) days of the goods arriving at the delivery address.
If any provision of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that invalidity or unenforceability will not affect the other provisions of these Terms and Conditions which will remain in full force and effect.
Governing Law and Court of Jurisdiction
All contracts between Zurich Instruments AG and the buyer shall be governed by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) of 11 April 1980 and excluding its conflict of laws principles. The exclusive place of jurisdiction for all disputes between the parties shall be, at the option of Zurich Instruments AG, the registered office of Zurich Instruments AG, the registered office of the buyer or any other statutory place of jurisdiction. This agreement on the place of jurisdiction shall not apply insofar as it is contrary to mandatory law. The buyer shall bring action relating to any dispute that the buyer may have hereunder within one (1) year of the accrual of such dispute.
Amendments to the Standard Terms and Conditions
All amendments to these terms and conditions together with any contradictory or supplementary agreements must be made in writing and signed by Zurich Instruments AG.
Zurich Instruments AG
CH-8005 Zurich / Switzerland
Zurich, March 17th 2022