Our
General terms and conditions of trade (CGV):
§ 1 Effectiveness of conditions
1. Deliveries, performance and offers of Tom-IC will solely take place on basis of these CGV. So, these are also effective for all future business relations, even, if not agreed upon expressively again.
These conditions are effective as accepted latest upon ordering the product or the service. General conditions of the buyer, especially purchasing conditions, is herewith contradicted, i. e. they will even not be recognized if we do not expressively contradict upon receipt.
2. Discrepancies of these CGV are only effective, if we do confirm them written.
§ 2 Offer and Conclusion of Contract
1. Offers of Tom-IC in catalogues and price lists are subject to confirmation and not binding. Statement of acceptance and all orders have to be confirmed by us written or by fax in order to obtain legal effect. The same is effective for enlargements (completion), alterations or incidental agreements. The written confirmation might as well be replaced by immediate delivery.
2. Information in our selling documentations (drawings, illustrations, diagrams, measurements, weights and further service) are only to be understood as approximate values, and they are not to be understood as promise of characteristics, unless they are described expressively as binding.
3. The selling personnel of Tom-IC is not allowed, to agree verbally to incidental agreements, which exceed the contents of the written contract.
4. If a customer exceeds his credit limit by his order, we are released from our supply obligation.
5. Orders are binding, withdrawal is possible within the legal range and cases. If the customer withdraws from his order, we charge as follows for transaction and handling fees:
- 50€ in case of orders up to 1000€
- 100€ in case of orders exceeding 1000€.
6. Orders are only possible at the offered conditions and especially at the offered delivery times. Reservations and conditions (as for example: Order is only valid, if supply within 48 hours) are inadmissible and not existent. Even, if we possibly would not obstain and keep silent in respect to such reservations and conditions, this cannot be graded as agreement.
§ 3 Prices
1. Prices that are stated in our order confirmation are decisively. Additional supplies and services will be invoiced separately.
2. Prices are to be understood, if not agreed otherwise, excluding packing, transport, transport insurance, including the VAT which is valid on the day of supply, ex stocks Wil, in case of direct dispatch ex place of dispatch.
3. No responsibility is taken for the correctness of indicated prices.
§ 4 Delivery and service time
1. As soon as your payment is at our disposal, your order will be dispatched. Depending on the duration of the payment procedure, it might therefore happen that the stock material is no longer in stock. This does not substantiate any liability with regard to delay in delivery or impossibility in delivery. Dates and times of delivery are not binding, unless any written agreement has been concluded. Indication of certain dates and delivery times given by Tom-IC are only for information and depend on delivery by sub-suppliers and manufacturers. In any case claims for damages/liability towards Tom-IC because of delivery delays are excluded.
2. In case of assured delivery periods, entitled delivery and service delays because of force majeure and other incidents which happened through no fault of one own, that complicate the delivery or make them impossible to Tom-IC (i. e. especially war, incidents like war, licensing requirements and orders, non-granting of export, import or transit permission, national measures for restriction of trade, strike, lockout and other malfunctions of any kind, traffic congestion, regardless whether these incidents occur with Tom-IC, their suppliers or their sub-suppliers, do entitle Tom-IC, to postpone the delivery or the service by the duration of the obstruction plus a reasonable warm-up time or to withdraw from the contract if not yet fulfilled completely or partially. The delivery period is prolonged as well by that period, by which the buyer fell behind with the fulfilment of his contract obligations.
3. In case of delay in service the buyer is nevertheless obliged to accept the goods. If the obstruction lasts more than 6 months, the buyer is legitimated to withdraw from contract as far as not yet fulfilled completely or partially, after reasonable respite. If the delivery time is extended by applying figure 2, or if Tom-IC is released of her obligation, the buyer cannot derive thereof any claim to tort. Tom-IC can only refer to the mentioned facts, if the buyer had been informed without delay.
4. Tom-IC is authorized to make partial deliveries and partial service. In case of supply contracts each partial delivery and partial service is considered as autonomously service to be invoiced.
§ 5 Default of Acceptance
1. Tom-IC is authorized to store the materials at customer's risk and cost for the duration of the acceptance delay. Tom-IC can also charge a forwarder/carrier or a warehouse keeper with these tasks.
2. For the duration of the default of acceptance the buyer has to pay monthly a lump sum of 1 % of the purchase price, minimum, however, €30.00 to Tom-IC without further evidence, as compensation for the occurring storage costs.
3. If the buyer does not accept the goods after a period of grace, or if he states not being willing to accept the goods, Tom-IC can refuse to fulfil the contract and claim indemnity because of non-fulfilment. Tom-IC is authorized to claim either a lump sum of 25 % of the agreed purchase price or the compensation of the effective damage from the buyer.
§ 6 Delivery Quantity
Obvious quantity differences have to be claimed in written form immediately upon receipt of the goods, concealed quantity differences have to be claimed within 4 days after receipt of the goods towards Tom-IC and the forwarder. Acceptance of the goods by forwarder's agent carrier without any reservation, is proof with regard to quantity, faultless packing and shipment.
§7 Transfer of perils
The risk of the goods shall pass to the buyer, as soon as the consignment has been handed over to the forwarder, or as soon as it has left the warehouse of Tom-IC for dispatch. If dispatch will be delayed or even becomes impossible without our fault, the risk of the goods will be passed to the buyer upon indication of readiness for shipment. In case of an exceptional agreement of Tom-IC to absorb the transport costs is of no influence to the transfer of perils.
§ 8 Warrantee
1. Tom-IC guarantees, that the products are free of production and material defects. Minor deviations of assured material features do not cause any justified warrantee claims. There are no rights of warrantee claims for wear parts, such as press buttons, ink ribbons, daisy wheel, toner and other wear parts.
2. If our manuals and maintenance instructions are disregarded, if there will be changed anything, if there will be exchanged parts or wear material which do not meet the requirements of the original specification, any warrantee is inapplicable, if the defect is caused by the mentioned behaviour.
3. Duration of warrantee and guaranteeing depend on the according specifications of the supplier or manufacturer of the products.
4. The buyer has to inform us in written form of the defect without delay, however, latest within 5 working days after receipt of the product. Defects which cannot be discovered within this period, even if it is checked very carefully, have to be indicated to us in written manner immediately after detection.
5. In case a buyer is informing that the products do not meet the warrantee, we require, that the defect part or device and an exact description of the fault, indicating no. of model and series, and sending a copy of the invoice, by which the device had been supplied, will be sent to Tom-IC for repair or will be brought to Tom-IC directly for repair purposes. The transport costs for delivery of repair parts have to be paid by the customer, returns of repair deliveries are paid by Tom-IC. No new warrantee period will be valid, in case of repair or exchange of parts, part groups or complete devices. The guarantee is only restricted to repair or exchange of defected products. The buyer has to take care for the devices to be repaired, when dispatching them, that important data are assured by copying, because these could be lost during repairing.
6. Warrantee claims against Tom-IC do only belong to the buyer and cannot be ceded.
7. The before mentioned paragraphs contain in conclusion the warrantee for products and exclude other warrantee claims of all kinds, unless there are existent intention or culpable negligence on Tom-IC's part.
§ 9 Payment
1. Delivery will be executed with one of the following methods of payment (to be chosen) by you (advance payment, credit card or post card, or cash upon pick-up).
2. A payment is only accepted as completed when we are able to dispose about the amount.
3. When payment becomes due, delay in payment will immediately occur without reminder. If the buyer falls behind, we are legitimated to charge interests amounting to 10 % beginning at the day when buyer falls behind. During the period of delay Tom-IC is at any time justified to withdraw from the contract, to request return of the supplied goods and to claim for damages due to the unvalid contract.
4. All debts become immediately due, when the customer falls behind with payment, if he does not fulfil any obligations of the contract culpably, and if we come to know circumstances, which reduce the creditworthiness of the customer, especially stoppage of payments, or bankruptcy. In such cases we are justified to detain outstanding deliveries, or to delivery only against advance payment or according securities.
5. The buyer is only justified for consumption or right of retention, if the counter-claims are validated legally and are undisputed.
§ 10 Prohibition of Cession
Cession of accounts receivable to third parties are forbidden, unless we have not agreed expressly to the cession.
§ 11 Right of Return
Tom-IC does not grant a right of return.
§ 12 Limitation of Liability
Claims out of impossibility of performance, of default in performance of contract, of default upon conclusion of contract and of unlawful act, are excluded against us, as well as regarding vicarious liability for working partners, unless there is misconducted and wantonly negligent behaviour in the present case.
§ 13 Copyright
In case the scope of supply contains software, this will be handed over to the buyer only for a unique resale, i.e. he is not allowed to copy it, nor to leave it to other parties for use. A multiple right for use requires a special written agreement.
§ 14 Nondisclosure
The buyer is obliged to treat secretly all information out of the supplies of Tom-IC, which are well-defined as business or company secrets of Tom-IC. He has to handle them as confidential and has to treat them as secret for an unlimited period, and not to copy them or forward them to third parties or to make use of them in any manner, unless any treatment is necessary for reaching the contract purpose.
§ 15 Data Protection
Tom-IC is justified to process data of the business relationship or of the received data via the buyer, regarding the buyer no matter, whether these are originating from the buyer or from third parties in terms of data protection law.
§ 16 Applicable Law
1. For the CGVs and the complete law relation between Tom-IC and the buyer, the substantial Swiss Law is applicable. Place of jurisdiction is 1000, Lausanne exclusively for all disputes resulting of the contract relationship - indirectly or directly -. However Tom-IC is legalized to prosecute the buyer at every other permissible place of jurisdiction.
2. If single or several regulations of these General Terms and Conditions become and will become ineffective, or contain a gap of regulation, the contract partners do commit themselves to start negotiations in order to replace or endorse the ineffective or uncomplete regulation by a suitable individual agreement, which meets the commercial purpose of the required regulation as far as possible. The validity of all further regulations is unaffected there of.
Tom-IC Management
§ 1 Effectiveness of conditions
1. Deliveries, performance and offers of Tom-IC will solely take place on basis of these CGV. So, these are also effective for all future business relations, even, if not agreed upon expressively again.
These conditions are effective as accepted latest upon ordering the product or the service. General conditions of the buyer, especially purchasing conditions, is herewith contradicted, i. e. they will even not be recognized if we do not expressively contradict upon receipt.
2. Discrepancies of these CGV are only effective, if we do confirm them written.
§ 2 Offer and Conclusion of Contract
1. Offers of Tom-IC in catalogues and price lists are subject to confirmation and not binding. Statement of acceptance and all orders have to be confirmed by us written or by fax in order to obtain legal effect. The same is effective for enlargements (completion), alterations or incidental agreements. The written confirmation might as well be replaced by immediate delivery.
2. Information in our selling documentations (drawings, illustrations, diagrams, measurements, weights and further service) are only to be understood as approximate values, and they are not to be understood as promise of characteristics, unless they are described expressively as binding.
3. The selling personnel of Tom-IC is not allowed, to agree verbally to incidental agreements, which exceed the contents of the written contract.
4. If a customer exceeds his credit limit by his order, we are released from our supply obligation.
5. Orders are binding, withdrawal is possible within the legal range and cases. If the customer withdraws from his order, we charge as follows for transaction and handling fees:
- 50€ in case of orders up to 1000€
- 100€ in case of orders exceeding 1000€.
6. Orders are only possible at the offered conditions and especially at the offered delivery times. Reservations and conditions (as for example: Order is only valid, if supply within 48 hours) are inadmissible and not existent. Even, if we possibly would not obstain and keep silent in respect to such reservations and conditions, this cannot be graded as agreement.
§ 3 Prices
1. Prices that are stated in our order confirmation are decisively. Additional supplies and services will be invoiced separately.
2. Prices are to be understood, if not agreed otherwise, excluding packing, transport, transport insurance, including the VAT which is valid on the day of supply, ex stocks Wil, in case of direct dispatch ex place of dispatch.
3. No responsibility is taken for the correctness of indicated prices.
§ 4 Delivery and service time
1. As soon as your payment is at our disposal, your order will be dispatched. Depending on the duration of the payment procedure, it might therefore happen that the stock material is no longer in stock. This does not substantiate any liability with regard to delay in delivery or impossibility in delivery. Dates and times of delivery are not binding, unless any written agreement has been concluded. Indication of certain dates and delivery times given by Tom-IC are only for information and depend on delivery by sub-suppliers and manufacturers. In any case claims for damages/liability towards Tom-IC because of delivery delays are excluded.
2. In case of assured delivery periods, entitled delivery and service delays because of force majeure and other incidents which happened through no fault of one own, that complicate the delivery or make them impossible to Tom-IC (i. e. especially war, incidents like war, licensing requirements and orders, non-granting of export, import or transit permission, national measures for restriction of trade, strike, lockout and other malfunctions of any kind, traffic congestion, regardless whether these incidents occur with Tom-IC, their suppliers or their sub-suppliers, do entitle Tom-IC, to postpone the delivery or the service by the duration of the obstruction plus a reasonable warm-up time or to withdraw from the contract if not yet fulfilled completely or partially. The delivery period is prolonged as well by that period, by which the buyer fell behind with the fulfilment of his contract obligations.
3. In case of delay in service the buyer is nevertheless obliged to accept the goods. If the obstruction lasts more than 6 months, the buyer is legitimated to withdraw from contract as far as not yet fulfilled completely or partially, after reasonable respite. If the delivery time is extended by applying figure 2, or if Tom-IC is released of her obligation, the buyer cannot derive thereof any claim to tort. Tom-IC can only refer to the mentioned facts, if the buyer had been informed without delay.
4. Tom-IC is authorized to make partial deliveries and partial service. In case of supply contracts each partial delivery and partial service is considered as autonomously service to be invoiced.
§ 5 Default of Acceptance
1. Tom-IC is authorized to store the materials at customer's risk and cost for the duration of the acceptance delay. Tom-IC can also charge a forwarder/carrier or a warehouse keeper with these tasks.
2. For the duration of the default of acceptance the buyer has to pay monthly a lump sum of 1 % of the purchase price, minimum, however, €30.00 to Tom-IC without further evidence, as compensation for the occurring storage costs.
3. If the buyer does not accept the goods after a period of grace, or if he states not being willing to accept the goods, Tom-IC can refuse to fulfil the contract and claim indemnity because of non-fulfilment. Tom-IC is authorized to claim either a lump sum of 25 % of the agreed purchase price or the compensation of the effective damage from the buyer.
§ 6 Delivery Quantity
Obvious quantity differences have to be claimed in written form immediately upon receipt of the goods, concealed quantity differences have to be claimed within 4 days after receipt of the goods towards Tom-IC and the forwarder. Acceptance of the goods by forwarder's agent carrier without any reservation, is proof with regard to quantity, faultless packing and shipment.
§7 Transfer of perils
The risk of the goods shall pass to the buyer, as soon as the consignment has been handed over to the forwarder, or as soon as it has left the warehouse of Tom-IC for dispatch. If dispatch will be delayed or even becomes impossible without our fault, the risk of the goods will be passed to the buyer upon indication of readiness for shipment. In case of an exceptional agreement of Tom-IC to absorb the transport costs is of no influence to the transfer of perils.
§ 8 Warrantee
1. Tom-IC guarantees, that the products are free of production and material defects. Minor deviations of assured material features do not cause any justified warrantee claims. There are no rights of warrantee claims for wear parts, such as press buttons, ink ribbons, daisy wheel, toner and other wear parts.
2. If our manuals and maintenance instructions are disregarded, if there will be changed anything, if there will be exchanged parts or wear material which do not meet the requirements of the original specification, any warrantee is inapplicable, if the defect is caused by the mentioned behaviour.
3. Duration of warrantee and guaranteeing depend on the according specifications of the supplier or manufacturer of the products.
4. The buyer has to inform us in written form of the defect without delay, however, latest within 5 working days after receipt of the product. Defects which cannot be discovered within this period, even if it is checked very carefully, have to be indicated to us in written manner immediately after detection.
5. In case a buyer is informing that the products do not meet the warrantee, we require, that the defect part or device and an exact description of the fault, indicating no. of model and series, and sending a copy of the invoice, by which the device had been supplied, will be sent to Tom-IC for repair or will be brought to Tom-IC directly for repair purposes. The transport costs for delivery of repair parts have to be paid by the customer, returns of repair deliveries are paid by Tom-IC. No new warrantee period will be valid, in case of repair or exchange of parts, part groups or complete devices. The guarantee is only restricted to repair or exchange of defected products. The buyer has to take care for the devices to be repaired, when dispatching them, that important data are assured by copying, because these could be lost during repairing.
6. Warrantee claims against Tom-IC do only belong to the buyer and cannot be ceded.
7. The before mentioned paragraphs contain in conclusion the warrantee for products and exclude other warrantee claims of all kinds, unless there are existent intention or culpable negligence on Tom-IC's part.
§ 9 Payment
1. Delivery will be executed with one of the following methods of payment (to be chosen) by you (advance payment, credit card or post card, or cash upon pick-up).
2. A payment is only accepted as completed when we are able to dispose about the amount.
3. When payment becomes due, delay in payment will immediately occur without reminder. If the buyer falls behind, we are legitimated to charge interests amounting to 10 % beginning at the day when buyer falls behind. During the period of delay Tom-IC is at any time justified to withdraw from the contract, to request return of the supplied goods and to claim for damages due to the unvalid contract.
4. All debts become immediately due, when the customer falls behind with payment, if he does not fulfil any obligations of the contract culpably, and if we come to know circumstances, which reduce the creditworthiness of the customer, especially stoppage of payments, or bankruptcy. In such cases we are justified to detain outstanding deliveries, or to delivery only against advance payment or according securities.
5. The buyer is only justified for consumption or right of retention, if the counter-claims are validated legally and are undisputed.
§ 10 Prohibition of Cession
Cession of accounts receivable to third parties are forbidden, unless we have not agreed expressly to the cession.
§ 11 Right of Return
Tom-IC does not grant a right of return.
§ 12 Limitation of Liability
Claims out of impossibility of performance, of default in performance of contract, of default upon conclusion of contract and of unlawful act, are excluded against us, as well as regarding vicarious liability for working partners, unless there is misconducted and wantonly negligent behaviour in the present case.
§ 13 Copyright
In case the scope of supply contains software, this will be handed over to the buyer only for a unique resale, i.e. he is not allowed to copy it, nor to leave it to other parties for use. A multiple right for use requires a special written agreement.
§ 14 Nondisclosure
The buyer is obliged to treat secretly all information out of the supplies of Tom-IC, which are well-defined as business or company secrets of Tom-IC. He has to handle them as confidential and has to treat them as secret for an unlimited period, and not to copy them or forward them to third parties or to make use of them in any manner, unless any treatment is necessary for reaching the contract purpose.
§ 15 Data Protection
Tom-IC is justified to process data of the business relationship or of the received data via the buyer, regarding the buyer no matter, whether these are originating from the buyer or from third parties in terms of data protection law.
§ 16 Applicable Law
1. For the CGVs and the complete law relation between Tom-IC and the buyer, the substantial Swiss Law is applicable. Place of jurisdiction is 1000, Lausanne exclusively for all disputes resulting of the contract relationship - indirectly or directly -. However Tom-IC is legalized to prosecute the buyer at every other permissible place of jurisdiction.
2. If single or several regulations of these General Terms and Conditions become and will become ineffective, or contain a gap of regulation, the contract partners do commit themselves to start negotiations in order to replace or endorse the ineffective or uncomplete regulation by a suitable individual agreement, which meets the commercial purpose of the required regulation as far as possible. The validity of all further regulations is unaffected there of.
Tom-IC Management