PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
General Terms and Conditions for Services supplied by SuSoS AG
1. General Stipulations
1.1 These General Terms and Conditions for Services (“the Terms”) apply to all contractual services (“Services”) of SuSoS AG (“SuSoS”) to its customers (“Customers”) unless agreed otherwise in writing.
1.2 In no event will SuSoS be bound by the general terms and conditions or the purchasing conditions of the Customer, even if such disagreement is not made explicitly.
1.3 With the placement of an order or the acceptance of an offer, the Customer agrees to be bound by these Terms. These Terms and the exclusion of the terms of the Customer shall apply to the first and all subsequent Services to the Customer.
1.4 If for any reason one or more of the provisions of these Terms is/are invalid or other wise non-binding, the other provisions shall remain fully valid and applicable.
2. Scope of Services, Contracts
2.1 The Services provided by SuSoS consist mainly in the analysis of surfaces.
2.2 Unless agreed otherwise SuSoS will provide Services in accordance with:
- the Customer’s specific instructions as confirmed by SuSoS;
- the client information and sample information form if used;
- the offer submitted by SuSoS;
- Swiss laws and regulations;
2.3 Except as expressly agreed otherwise in writing, SuSoS shall be entitled to use processes, methods or procedures as it deems appropriate in its sole discretion and is free to modify, change or abandon any such process, method or procedure at any time.
2.4 SuSoS usually submits an offer in writing (incl. e-mail). The offer shall be binding on SuSoS for a period of 30 (thirty) days. The contract is concluded when the Customer accepts the offer in writing. In the event the Customer places an order the contract is concluded when SuSoS accepts the offer within 30 (thirty) days.
3. Prices and Terms of Payment
3.1 Services shall be charged at the prices specified in the offer or as otherwise agreed in writing. Unless explicitly stated otherwise all prices are quoted in Swiss Francs exclusive of VAT. Additional Costs such as transport, insurance, duties and levies are charged in addition.
3.2 In the event any unforeseen problems or expenditure arise in the course of carrying out any of the Services SuSoS shall be entitled to make additional charges to cover additional time and cost necessarily incurred to complete the Service.
3.3 Terms of payment are within the sole discretion of SuSoS. Unless requested differently by SuSoS invoices have to be paid net within 15 (fifteen) days of the invoice date without deduction. SuSoS may request payment in advance.
3.4 In the event of late payment interest of 10% p.a. will be charged.
3.5 SuSoS may invoice parts of an order separately.
4. Obligations of the Customer
The Customer shall
- ensure that instructions, sufficient information and all required materials are given to SuSoS in due time to enable the Services to be performed effectively;
- ensure that a competent contact person of the Customer is available during the performance of the Services;
- inform SuSoS in advance of any known hazards or dangers, actual or potential, associated with any order or sample or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements, environmental pollution or poison;
- Notify SuSoS of any applicable non-Swiss laws, regulations and requirements of authorities governing the performance of the Services or the materials to be used or to be developed including their design, handling, labelling, packaging and dispatch.
5.1 The results of the Services are usually summarized in a written report (“the Report”).
5.2 Subject to the Customer’s instruction as accepted by SuSoS, SuSoS will issue Reports which reflect statements of opinion made with due care within the limitation of instructions received, but SuSoS is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.
5.3 Reports issued following testing or analysis of samples contain SuSoS’ specific opinion on those samples only but do not express any opinion upon the bulk from which the samples were drawn. If an opinion on the bulk is requested special arrangements must be made in advance with SuSoS for the inspection and sampling of the bulk.
5.4 Unless agreed otherwise Reports will be in English. Reports in German instead of English are available if requested on or before conclusion of the contract.
5.5 Reports in both English and German as well as submission of more than one report are charged in addition according to time spent. Translations in a limited number of other languages are possible if agreed on or before conclusion of the contract. Out of pocket expenses and time spent by SuSoS will be charged in addition.
6.1 SuSoS does not grant any firm delivery deadlines unless agreed otherwise in writing.
6.2 Agreed time-limits start to run when the Customer and SuSoS have agreed on all details of the Services and SuSoS has received all instructions, information and materials from the Customer which are necessary for the performance of the Services.
6.3 If the delivery deadline is exceeded the Customer shall specify an appropriate period for acceptable late delivery. SuSoS liability in respect of non-fulfilment or delay shall be confined to a reduction of the fees (but not out of pocket expenses) payable by the Customer.
7. Handling and Storage of Samples, Archiving
7.1 The Customer shall inform SuSoS explicitly on or before conclusion of the contract whether SuSoS shall return samples and equipment to the Customer after conclusion of the Service.
7.2 Unless instructed otherwise in writing SuSoS is entitled, without obligation, to destroy the samples 6 (six) months after completion of the particular Service.
7.3 The Customer shall be liable for storing and archiving results and reports on completion of the Services. Unless otherwise agreed in writing, SuSoS shall archive the working documents and raw data used to carry out the Services for a period of 10 (ten) years from completion of the particular Service.
8. Cooperation with Third Parties
8.1 SuSoS shall be entitled at its discretion to delegate the performance of the whole or any part of the Services to any agent or subcontractor.
8.2 SuSoS shall be liable for the performance of Services by its agents or subcontractors as if it had performed the Services itself.
9. Place of Performance
9.1 Place of Performance for both the rendering of the Services and payment obligations is Dübendorf, Switzerland.
10. Warranty and Liability
10.1 SuSoS warrants that it will perform the Services in a careful and diligent manner and in accordance with Swiss standard industry practices and applicable professional standards, whilst no result intended by the Customer can be guaranteed.
10.2 SuSoS shall not be liable for any misuse, wrong or incomplete presentation or misinterpretation of results by the Customer or third parties.
10.3 All information contained in catalogues, brochures, publications and other printed or electronic media is compiled to the best of SuSoS’ knowledge. SuSoS disclaims any liability for any possible errors or misprints.
10.4 The Customer shall examine the performance of the Services on receipt thereof and report any apparent defects or deficiencies to SuSoS in writing as soon as possible but in no event later than ten (10) days of receipt of the Report. Hidden deficiencies must be reported as soon as they are discovered. SuSoS shall have the right to remedy any defect or deficiency in the Services which have been duly reported by the Customer within a reasonable period of time of receiving such report. If SuSoS fails to remedy such defect or deficiency on time or to the contractually agreed standard, the Customer’s exclusive remedy and SuSoS’ sole liability shall be a reduction of the fees payable by the Customer.
10.5 SuSoS’ liability on any claim is limited to the value of the supplied Services. In no event shall SuSoS be liable for any lost profit, lost business, loss of goodwill or any other incidental, special, consequential, indirect of punitive damages, whether pursuant to a warranty claim or otherwise.
10.6 The limitation of liability of SuSoS shall not apply to losses which are caused by SuSoS’ wilful misconduct or gross negligence.
11. Ownership of Data, Protocols, Methods etc
11.1 Data or information provided to SuSoS by the Customer shall remain the Customer’s property. Upon full payment to SuSoS for all Services provided by SuSoS, data or information generated by SuSoS for the Customer shall become the Customer’s property. SuSoS shall at all times retain exclusive ownership of any and all analytical methods, QA/QC protocols, equipment and methods developed by SuSoS for performance of work by SuSoS. The fact that SuSoS rendered the Services does not entitle the Customer to any licence to SuSoS’ intellectual property.
12. Confidentiality, Publication
12.1 SuSoS and the Customer both undertake not to disclose confidential information which it received from the other party due to their contractual relationship. In particular, both parties undertake:
- to use the confidential information for the intended purpose only;
- not to divulge it or make it accessible to any third party without the other party’s prior written consent;
- to return or destroy any confidential documents or samples provided by the other party at the other party’s request, subject to provisions of law and judicial orders;
12.2 Neither party may issue press releases or scientific publications containing confidential information without the other party’s prior written consent.
13. Data Protection
13.1 The Customer authorizes SuSoS to keep data collected in connection with the performance of the Services on its files for as long as SuSoS deems necessary or useful.
13.2 The data will be handled in conformity with the provisions of the Swiss law on Data Protection.
14. Force majeure
14.1 SuSoS shall not be liable to the Customer or lose any rights because of a delay or failure in the performance of its obligations of any Service, if and to the extent that such failure or delay is due to circumstances beyond its control, including but not limited to, act of God, war, terrorism, civil commotion, destruction of essential facilities or materials, acts of government or labour disputes.
15. Choice of Law, Place of Jurisdiction
15.2 These Terms as well as the contract between SuSoS and the Customer shall be subject to and governed by the laws of Switzerland without reference to its principles of conflicts of law and excluding the United Nations Convention on Contracts for the international Sale of Goods (Vienna 1980)
The venue for any disputes shall be Zürich, Switzerland.