General Terms and Conditions

1. Scope

1.1  These General Terms and Conditions shall apply exclusively to all sales, deliveries made by and services performed by Alemnis AG (“Alemnis“, or “we“; “us“, “our” and “ours” should be interpreted accordingly) to or for its clients (each, the “Buyer“; Alemnis and the Buyer, collectively, the “Parties” and each, individually, a “Party“). 

1.2  Any other general terms and conditions, such as any general terms and conditions of purchase of the Buyer, shall be effective only if acknowledged and agreed upon separately in writing by Alemnis. 

1.3  Any order and any acceptance of deliveries shall be deemed acceptance of these General Terms and Conditions by the Buyer. These General Terms and Conditions shall apply for the duration of the business relationship between the Parties.

2. Offer and Contract Conclusion

2.1  Our offers are without obligation and not binding in terms of prices or delivery periods. Drawings, illustrations and measurements or other specifications are only binding if this has explicitly been agreed in writing between the Parties. Alemnis shall be entitled to adapt the goods to the latest state-of-the-art without having to notify the Buyer of this or obtain the Buyer’s permission. 

2.2  Based on these General Terms and Conditions, orders placed with Alemnis shall only be deemed contractual after they have been confirmed in writing, in which case a contract shall be deemed entered into by the Parties (the “Contract“). If the Buyer does not object within 48 hours to an order confirmation sent by Alemnis, the contents of said order confirmation shall be deemed to have been approved, even if said order confirmation deviates from prior offers.  

2.3  Additional agreements or assurances that go beyond the scope of the Contract, as well as any subsequent amendments and additions to the Contract shall require written confirmation by Alemnis in order to have legal validity. 

2.4  Alemnis reserves the right to terminate the Contract at any time or refuse further deliveries in the case of items made to order and orders with special conditions made by the Buyer.  

2.5 Should the Parties agree on a part delivery or subsequent delivery and Alemnis is not able to comply with the desired quality or delivery dates, Alemnis shall provide the Buyer as soon as possible with information about the delay and/or the expected delivery date. A late delivery does not give the Buyer any right to claim for damages.  

3. Prices and Terms of Payment

3.1  Prices are “ex-works” and exclude namely costs for packaging, freight, customs, import, ancillary charges, bank charges and statutory value-added tax. 

3.2  Should economic factors such as the prices of raw materials and auxiliary materials, wages, or others have a significant effect (i.e., an impact in an amount equal to 10% or more of the purchase price) on prices between conclusion of the Contract and delivery, Alemnis reserves the right to adjust prices in line with such changes. 

3.3  Invoices are due within 30 calendar days net after receipt and without any deductions. 

3.4  In case of any delay, Alemnis is entitled to charge interest at the rate of 5% per annum. In addition, Alemnis is authorized to terminate the Contract or to claim damages for non-performance of the Contract. 

3.5  Alemnis has the right to issue invoices for part deliveries and part performances by instalments. In the event of part deliveries and default in payment, Alemnis shall be entitled (even in contradiction to prior payment agreements) to make subsequent deliveries only against cash in advance.  

4. Delivery Dates

Delivery dates are stated to the best of our knowledge and capacity; they are, however, non-committal. Delivery by instalments is admissible. 

5. Transfer of Benefits and Risks

5.1  The benefits and risks to the purchased goods pass to the Buyer on conclusion of the Contract. If the goods are shipped, the benefits and risks pass on to the Buyer when the goods are handed over for dispatch to the shipping company.  

5.2  Upon explicit request of the Buyer, a transport insurance covering all usual risks is made at the Buyer’s own expenses.  

6. Warranty of Quality and Fitness

6.1 The warranty period is one (1) year, except where separate warranty periods have been expressly agreed in writing for specific delivered items.  

6.2 Inspection by the Buyer 

i. Goods requiring installation on site by Alemnis 

Upon delivery, the Buyer shall immediately report to Alemnis any apparent damage of the packaging or, in case the parcel is equipped with a shock indicator, any sign of shock. 

The warranty period for these goods does not begin until after acceptance testing by an Alemnis professional or representative at the Buyer’s premises. 

ii. Goods not requiring installation on site by Alemnis

The Buyer shall inspect the goods immediately upon receipt. The Buyer shall report to Alemnis any obvious defects or defects that can be identified through reasonable inspection in writing without undue delay, and no later than seven (7) days after receipt of the goods.   

The warranty period for these goods shall commence at the time of transfer of the risks and benefits, as specified in Section 5. 

6.3 Defects that could not have been detected during an inspection, even if properly conducted, must be reported immediately upon discovery.  

6.4 To be valid, all defect notifications must be submitted in writing and include a precise description of the defect. 

6.5 Alemnis is not liable for defects that the Buyer knew about at the time of sale, or for defects that the Buyer should have noticed by examining the goods with sufficient care. 

6.6 If goods are found to be defective within the warranty period, Alemnis shall, at its sole discretion, either: 

1. repair the defective goods (rework), or 

2. provide a replacement (substitute delivery). 

6.7 If rework or substitute delivery fails, the Buyer may choose either: 

1. a reasonable reduction of the purchase price, or 

2. to terminate the Contract, subject to applicable legal requirements. 

6.8 No additional claims related to defects, including, but not limited to, claims for damages, consequential losses, or lost profits will be accepted. 

6.9 The warranty shall become void if the delivered goods are modified, processed, or improperly handled by the Buyer or third Parties without Alemnis’ prior written consent. 

6.10 The warranty does not cover defects or damage resulting from: 

1. unsuitable or improper use of the goods; 

2. incorrect assembly, installation, or initial operation by the Buyer or third Parties; 

3. normal wear and tear; 

4. negligent handling or maintenance; or 

5. exposure to chemical, electrochemical, or electrical influences not attributable to Alemnis. 

6.11 Warranty Limitations and Exclusions 

1. To the maximum extent permitted by applicable law, Alemnis shall not be liable for any indirect, incidental, consequential, or punitive damages, including, but not limited to, loss of profits, business interruption, or reputational harm, arising from, defective goods or delayed service. 

2. The warranty does not extend to third-party components incorporated into the delivered goods unless otherwise agreed in writing. Claims related to third-party components must be directed to the respective manufacturer. 

3. Repaired or replaced goods shall only be covered under warranty for the remainder of the original warranty period. The warranty period shall not restart upon repair or replacement. 

4. Alemnis disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement and all warranties arising from course of dealing, usage or trade practice. 

6.12 Out-of-Warranty Support and Training 

1. Remote technical support and remote training beyond the warranty period are available at a rate of CHF 250 per hour. Discounted package options can be purchased here:[ https://podio.com/webforms/30220866/2534663 ]. 

2. On-site technical support and on-site training are available upon request. Additional charges, including, but not limited to, travel costs, accommodation, and service fees, may apply. A detailed cost estimate will be provided upon request. 

3. Out-of-warranty support is billed in increments of [30 minutes], with a minimum charge of [1 hour]. Services must be prepaid unless otherwise agreed in writing. Alemnis does not guarantee immediate support availability. 

4. To the maximum extent permitted by applicable law, Alemnis shall not be liable for any direct or indirect damages resulting from advice or instructions provided during remote or on-site support and training. The customer remains responsible for implementing any recommendations. 

7. Exclusion of Liability for Unauthorized Use and Third-Party IP Infringement

7.1 The Buyer acknowledges and agrees that the goods are supplied for use in accordance with the specifications, safety instructions, warnings, recommendations and documentation provided by Alemnis (“Authorized Use“).  

7.2 The Buyer commits to an Authorized use and hence, agrees to use the goods in strict conformity with the specifications, safety instructions, warnings, recommendations and documentation provided with the goods.  

7.3 It is the sole responsibility of the Buyer to ensure that the Buyer, or any third party acting on behalf of or under the control of the Buyer, have the necessary skills, proper training, and take all required safety precautions when using the goods.  

7.4 Any use of the goods by the Buyer that deviates from the Authorized Use, such as use in a configuration or a purpose not specifically permitted by Alemnis (each, an “Unauthorized Use”), is at the sole risk and responsibility of the Buyer. 

7.5 Alemnis shall not be liable for any claims, damages, losses or expenses arising from or in connection with any actual or alleged infringement of third party intellectual property rights resulting from an Unauthorized Use.   

7.6 The Buyer shall indemnify and hold harmless Alemnis from and against any and all liabilities, losses, damages, penalties, awards, settlements, costs or expenses (including, but not limited to, reasonable legal fees) incurred by or imposed upon Alemnis in connection with any claims, suits, actions or other proceedings asserted by a third party to the extent arising out of or related to any Unauthorized Use of the goods or any actual or alleged infringement of third party intellectual property rights, including, but not limited to, patents, from any use of the goods by the Buyer or any third party acting on behalf of or under the control of the Buyer. 

8. Reservation of Ownership

8.1  Alemnis retains all ownership rights of the goods until the purchase price is fully paid. 

8.2  As long as this reservation of ownership is in effect, the Buyer may not assign the goods or transfer these by way of security. 

8.3  In case of seizures or other dispositions or infringement into property rights by third Parties, the Buyer will immediately inform Alemnis of such action. 

8.4  In case the Buyer violates any of the Buyer’s duties, especially in case of delayed payment, Alemnis is entitled to terminate the Contract and to recall the delivery after an appropriate grace period to fulfil the Contract has been given without success. The Buyer is obligated to surrender possession. 

9. Liability and Liability Exclusions

9.1 In the event of any breach of the Contract, the Party in breach shall be liable for proven damages, unless said Party is able to show that is is not at fault.  

9.2 No fault shall be deemed to exist on the part of Alemnis in cases including, but not limited to: 

1. fault on the part of the Buyer or its auxiliaries (including Unauthorized Use); and 

2. fault on the part of third Parties that are not auxiliaries of Alemnis. 

9.3 The Parties’ liability for damage caused through willful misconduct or gross negligence, as well as for personal injuries, is unlimited.  

9.4 Under no circumstance shall any Party be liable for punitive, indirect or consequential damages, including but not limited to, lost profits, data or reputational losses, third-party claims, loss of interest, plant interruption and production shutdown. 

9.5 The foregoing provisions apply to contractual and extra-contractual claims. 

10. Applicable Law and Dispute Resolution

10.1 The contractual relationship and the Contract between Alemnis and the Buyer shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to conflict of laws principles thereof and to the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980. 

10.2 Any dispute, controversy or claim arising out of or in relation to the contractual relationship and/or the Contract between Alemnis and the Buyer shall be exclusively submitted to the courts of Thun/BE, Switzerland, subject to the right of appeal to the Swiss Federal Tribunal (in the cases provided by law).