1. general information
The following General Terms and Conditions (GTC) apply to business transactions between Satelco AG and the customer. They always take precedence over any other terms and conditions sent by the customer. Deviating agreements are only binding with our written confirmation.
2. offer and order
The offer is limited in time, either according to the legal regulations or the binding information in the offer itself. The AGB is an integral part of every offer. The order confirmation is considered as acceptance of our AGB.
The prices are in CHF ex works and exclusive of VAT. The list prices valid when the order is placed or the prices stated in an offer will be charged. In any case, the fixed price is a maximum of 90 days. If Satelco AG has provided the service, the customer shall reimburse Satelco AG for the costs incurred against appropriate proof.
Shipping is at the expense of the customer. Satelco AG is free to choose the appropriate shipping or transport and packaging method at the customer's expense. Satelco AG may additionally charge the customer for expenses incurred, for example, by special delivery times, locations or express deliveries. The delivery dates are agreed to the best of our knowledge and are ex works. Exceeding the delivery date does not entitle the customer to cancel the order or to claim damages. Compliance with the delivery dates is subject to the timely and proper fulfillment of the customer's obligations. This includes in particular that the customer is not in default of payment.
delivery date is expressly binding in writing and agreed. If the customer requests changes or additions to the order after the order has been placed or if other circumstances occur that make it impossible for Satelco AG to meet the delivery date, although Satelco AG is not responsible for these circumstances, the delivery date shall be postponed by a reasonable period of time.
If Satelco AG is prevented from fulfilling the contract in due time, e.g. by procurement, production or delivery disruptions at Satelco AG or its supplier, the general principles of law shall apply with the proviso that the customer can set a grace period of 6 weeks after expiry of one month.
If non-compliance with a binding delivery date is demonstrably due to mobilization, war, riot, strike, lockout or pandemic, or other circumstances for which Satelco AG is not responsible according to general principles of law, the delivery period shall be extended appropriately. The customer may withdraw from the contract if he sets Satelco AG a reasonable grace period after expiry of the extended period. Withdrawal must be made in writing if Satelco AG does not perform within the extended period. If Satelco AG is unable to perform the contract in whole or in part for the above reasons, it shall be released from its obligation to deliver.
The first delivery to new customers shall be made on advance payment. Subsequent orders will be delivered with invoice subject to creditworthiness.
All invoices are due for payment within 30 days net from the invoice date. Deductions are not permitted. The withholding of payments and the offsetting of claims, as a result of any counterclaims not recognized by us, are not permitted.
Satelco AG reserves the right to charge a payment on account for larger projects and wholesale business. The payment on account is part of the conditions in the offer. If the customer is in default of fulfilling his obligations arising from contractual relationships with Satelco AG, Satelco AG may refuse to make deliveries and provide services (including warranty services) without being liable for the resulting damage. Satelco AG may grant the customer a grace period of 30 days and, if this period expires unused, declare its withdrawal from the contract and demand compensation (positive or negative contractual interest) or continue to perform the contract. If Satelco AG continues to fulfill the contract, it is entitled to perform deliveries and services only against advance payment. If the customer does not meet agreed payment dates, he shall pay interest of 5% p.a. without reminder from the date of the agreed due date.
6. reservation of title
The delivered goods remain our property until all claims have been paid in full. The customer cannot claim ownership or other rights to trademarks, trade names and brand names.
In the event of seizure or confiscation, the customer must inform Satelco AG immediately in writing and must notify third parties of Satelco AG's retention of title immediately in a suitable form. In the event that the customer nevertheless sells the delivery items, the customer assigns all claims to Satelco AG upon conclusion of the contract. The customer is obliged to provide Satelco AG with all information required to assert these rights and to perform the necessary cooperative acts.
7. limitations of liability
As far as it is not a matter of direct personal injury and damage to property, Satelco AG is liable up to a total amount of CHF 25,000.00. Satelco AG is not liable for lost profits, failed savings or indirect and/or consequential damages. This limitation of liability does not apply to damages based on intent, gross negligence or the absence of warranted characteristics.
Satelco AG is not liable for data recovery unless it can be imputed to have destroyed the data as grossly negligent or intentional and the customer has ensured by appropriate, state-of-the-art security measures that the data can be reconstructed with reasonable effort. Satelco AG is liable for personal injury and property damage caused directly by negligence or carelessness of its own employees up to a maximum of CHF 20,000.00.
Satelco AG's liability for the customer's claims - irrespective of the legal basis - is excluded to the extent permitted by law. Satelco AG is not liable for damage that did not occur to the goods themselves, in particular not for consequential harm caused by a defect, indirect damage, loss of profit, interruption of business, lack of savings, futile expenses or other financial losses of the customer. The liability for auxiliary persons is not excluded.
8. benefit and risk, commissioning, liability
Benefit and risk of the ordered goods are transferred to the customer with their dispatch from our domicile. The customer shall bear the risk of accidental loss or accidental deterioration of the goods upon dispatch of the delivery or partial delivery, even if the delivery is carriage paid.
The customer guarantees that equipment and systems are connected and put into operation by qualified personnel in accordance with the regulations. Unless otherwise agreed in writing, the installation of the goods is the responsibility of the customer. The customer guarantees the proper functioning of the equipment, devices and systems necessary for the commissioning. The customer shall provide the users with the relevant operating instructions and draw their attention to their compliance with them. Any liability of Satelco AG shall be limited to the extent permitted by law.
Within the scope of its warranty obligation, Satelco AG may repair or replace defective devices, elements, additional equipment or parts. To the extent necessary for this purpose, the customer shall remove programs (including its application programs, data, data carriers, modifications and attachments) before replacement. The customer is obliged to grant Satelco AG the necessary time and opportunity to perform the rectification work.
If Satelco AG does not succeed in eliminating significant defects within 6 months of receipt of a proper notification of defects, the customer may set the seller a reasonable grace period with a declaration that he will refuse to eliminate the defects upon expiry of this period. After expiry of this period, the customer is entitled to cancellation or reduction.
If the defect has not been remedied in time, information in the manual/documentation and / or advertising material, which refer to expansion possibilities of a product or to available accessories, are not binding, especially because the products are subject to constant adaptation and I can also refer the information to future developments. Satelco AG assumes no liability for security-relevant network problems caused by malicious third-party intrusion.
The warranty period for all goods is uniformly 24 months from the date of delivery, except for parts subject to wear and tear. Satelco AG guarantees that the software it delivers is essentially free of material and manufacturing defects. The warranty applies to defects that are demonstrably caused by poor material or faulty manufacture must be returned to us immediately after the defect occurs.
Any further warranty is rejected, especially the liability for costs of disassembly and reassembly. It does not apply to defects due to improper installation or commissioning and treatment, lack of maintenance, normal wear and tear, interventions and manipulations as well as external circumstances such as elementary, moisture, fall and impact damage, etc.
Satelco AG does not warrant that the hardware/software delivered by us is compatible with the user's existing hardware/software or that it is available on the market.
The customer is aware that errors in programs cannot be excluded according to the current state of the art.
All legal orders not expressly provided for shall not apply, in particular (but not exclusively): the right to assert the partial or total non-binding nature of the contract due to overreaching or error (including fundamental error); the regulation of the statute of limitations in Art. 210 OR.
10. return and complaint
Returns without the required information, such as sender, commission, invoice or order number and a brief explanation will not be processed. Brand new articles in undamaged original packaging and without additional stickers will be taken back without any handling fee during 2 weeks after delivery.
For late returns up to 4 weeks and longer, we charge a handling fee (inspection fee) of 20% of the net amount, at least CHF 60.00.
After that, returns will no longer be accepted without prior consultation with Satelco AG. Shipping costs, fees and administrative costs of any kind, as well as shipping and transportation of the return shipment, shall be borne by the customer. Items delivered specifically for the customer will not be taken back.
Complained articles must be returned immediately as soon as a defect or fault is detected. If the defect is not covered by the warranty, we will charge the cost of repair or the cost of a replacement article.
11. sample shipments
Samples and consignments on approval must be returned to Satelco AG in perfect condition within the agreed time after the shipping date. If we have not received them by this time, we will invoice the item. If they are damaged, we will charge for the repair. Satelco AG decides at its own discretion whether to accept returns after the agreed time. If the return shipment is accepted, the customer shall bear the costs associated with the delayed return shipment.
12. final provisions
Satelco AG is entitled to call in auxiliary persons who work on behalf of and for the invoices of Satelco AG to perform the contract (right of subsituation). The customer is aware that Satelco AG will process personal data within the meaning of the Swiss Data Protection Act (DSG) by its employees and auxiliary persons called in in the course of its activities and that these data will be used to perform the contract. The customer's personal data may be used by Satelco AG in particular for business relations and marketing purposes, for credit information and credit checks. For this purpose, they may also be made available to third parties, e.g. credit insurers abroad. In such cases, Satelco AG ensures that suitable organizational, technical and contractual measures are taken to guarantee data protection.
These GTC contain the entire contractual intent of the parties and replace all previous written and oral agreements in this regard. All additions or supplements to these GTC or corresponding contracts must be in writing and confirmed by the parties to be effective. This shall also apply to any waiver of the written form requirement.
13. choice of law, place of performance and jurisdiction
All disputes arising from the contractual relationship shall be governed exclusively by Swiss law to the exclusion of international treaty law. Place of performance, place of jurisdiction and agreed places of debt collection for customers with foreign residence/seat is for both parties the legal domicile of Satelco AG. However, Satelco AG also has the right to sue the customer at the competent court of his domicile/registered office or at any other competent court.