Terms & Conditions of Business

Document: ILAE-Terms-20180812

  1. General

1.1 Business transactions with INOVIS Live Automation AG shall be governed exclusively by the following General Terms and Conditions. The validity of the General Terms and Conditions of the contractual partner is excluded, even if reference is made to such in individual correspondence. These shall be binding for all present and future business transactions with INOVIS live Automation AG, even without specific reference. Any deviations must be made in writing.

  1. Offer and prices

2.1 Unless specifically mentioned, offers are subject to change without notice with regard to the delivery possibilities of our suppliers.  If the manufacturer/supplier of INOVIS live Automation AG reserves the right to reject the order on the basis of the enquiry, the offer shall lapse.

2.2 Unless otherwise agreed, the prices are net prices plus VAT, transport and packaging costs. Offers which are not clearly marked as binding offers are only valid as non-binding price quotations.

2.3 All offers are valid for 30 days unless otherwise agreed.

If the order for the agreed service is placed after one month from the submission of the offer, INOVIS live Automation AG may increase the prices appropriately if the applicable prices of the suppliers have increased.

  1. Special conditions for framework agreements

3.1 These special conditions in Section 3 apply to framework orders and framework contracts. These framework agreements are hereinafter referred to as framework agreements. They supplement the General Terms and Conditions, take precedence and are binding for both contracting parties, unless otherwise defined.

3.2 Framework agreements specify the maximum delivery period from receipt of the order, the term, the item price and the total agreed quantity of the item.

3.3 If the customer of INOVIS live Automation AG fails to call off the total quantity within the defined term, INOVIS live Automation AG shall be entitled to either store the goods at its own premises, deliver them to the contractual partner or deposit them at the customer’s expense. In all cases, the purchase price for the agreed quantity shall become due for payment upon expiry of the defined term.

3.4 A framework agreement extension can only be ordered for a further 12 months against a surcharge of 15% on the sales price (UK/0.85) and with the agreement of INOVIS live Automation AG. This surcharge is due for the entire remaining quantity on the day of the framework agreement extension.

3.5 INOVIS live Automation AG undertakes vis-à-vis the manufacturer/supplier to accept and settle the debt of the contractually agreed target stock in the framework agreement. In the case of goods that are procured by the contractual partner without consent and in excess of the agreed target stock of INOVIS live Automation AG, INOVIS live Automation AG shall be free to refuse acceptance and settlement of the goods.

  1. Delivery period

4.1 INOVIS live Automation AG shall select the means of transport and the mode of dispatch. If the Buyer requests otherwise, he shall bear the additional costs.

4.2 The delivery period specified in the order confirmation shall be deemed to be the delivery date from Bubikon, the registered office of INOVIS live Automation AG. INOVIS live Automation AG accepts no responsibility for delays caused by the carrier.

The delivery period shall be extended if unavoidable events occur that are attributable to force majeure such as war, epidemics, storms, etc., but also customs audits and the like.

  1. Foreign freight (weekly)

The determination of the delivery date for goods from abroad is based on the assumption that the delivery will arrive at INOVIS live Automation AG in the middle of the week. No liability is accepted for influences such as overbooking, incorrect bookings, strikes, technical defects in the means of transport, crashes/accidents etc. caused by (air and sea) freight companies.

  1. Dispatch

All deliveries are made at the expense and risk of the customer. Complaints regarding damage, delay or loss must be reported to INOVIS live Automation AG by the recipient within 8 days of receipt of the consignment. Complaints about any poor packaging must be made on the day the goods are received.

  1. Works deliveries

In the case of delivery and settlement directly by the delivery companies of INOVIS Live Automation Ltd. the terms and conditions of sale of the respective delivery system apply. In this case, these sales and delivery conditions are not valid. Claims for damages or claims of a different nature cannot be asserted against INOVIS Live Automation Ltd.

  1. Payments / credit limit

8.1 Unless otherwise agreed in the order confirmation, all invoices are payable net within 14 days. For initial deliveries and deliveries abroad, advance payment shall apply without express written agreement.

Unauthorised discount or rebate deductions will be charged subsequently. In the event of late payment, default interest of 5% shall be charged from the expiry of the payment deadline. In addition, the customer shall bear the reminder fees and any further damage caused by default.

8.2 Warranty claims asserted by the buyer or existing defects shall not release the buyer from the obligation to pay until a legally binding decision has been made. Notwithstanding the above terms of payment, INOVIS AG reserves the right to deliver goods only against security, advance payment or cash on delivery. Advance payment always applies to first-time customers. Advance payments shall not bear interest.

8.3 In the event of late payment, subsequent orders may be withheld. After the due date, default interest of 5% shall be payable, plus a lump sum for reminder costs. INOVIS live Automation AG may take back goods subject to retention of title. Refusal of ordered goods shall not release the customer from the obligation to pay the purchase price. All reminder and collection charges in the event of default of acceptance or payment shall be borne by the purchaser. 

  1. Retention of title

The delivered goods shall remain the property of INOVIS live Automation AG until payment has been made in full. In the event of mixing or processing, INOVIS live Automation AG shall acquire co-ownership of the new product. If the goods are resold on credit, the retention of title shall be transferred to the purchase price claim. INOVIS live Automation AG may at any time inform the debtor, who must be named by the purchaser, of this. INOVIS AG must be informed immediately by the owner of the goods of any measures that could jeopardise the retention of title, and the third party must also be made aware of the retention of title.

  1. Currency clause

All prices are based on Euro or GBP, unless otherwise stated in the offer. As purchases from the supplier are often made in a different currency, the foreign currency is taken as the basis for the offer and converted into Euro or GBP. The exchange rate on the day the quotation is issued shall apply. If the exchange rate on which the quotation is based differs when the order is placed, the prices will be redetermined according to the exchange rate applicable when the order is placed.  The respective (purchase) daily exchange rates for foreign exchange rates of bank of Ireland apply as binding courses.

  1. Returns / Guarantee

Warranty claims are limited to the conditions of the manufacturer/supplier. If the delivery proves not to be in accordance with the contract on acceptance, INOVIS live Automation AG shall have the right to rectify the defects or have them rectified by the manufacturer/supplier. If it is not possible to rectify these defects within a reasonable period of time, a replacement delivery may be requested. If rectification or replacement delivery is not possible, the customer shall have the right to demand a reduction of the purchase price. On industrial computers and complete systems, INOVIS live Automation AG grants a bring-in guarantee of 12 months on the confirmed delivery date for verifiable material and manufacturing defects. Excluded from this are software errors and software configuration errors, as well as errors caused by hardware subsequently installed from outside. Also excluded are damages due to natural wear and tear, force majeure, disregard of operating instructions as well as interventions by the customer or third parties in devices without the written consent of INOVIS live Automation AG. If a serial number label on the product (sticker/imprint) is missing or has been removed by a third party, all warranty claims are automatically cancelled.

  1. Return of material / RMA

Material returns are subject to the so-called “bring-in guarantee”. These are explained in Section 17 of these General Terms and Conditions.

  1. Liability for defects and compensation

Obvious defects must be reported by the purchaser of the goods immediately, hidden defects must be reported in writing as soon as they are recognised, stating the complaint in detail. INOVIS live Automation AG is not liable for technical application errors caused by the buyer which have caused damage or defects in the delivered product.

In the event of a justified complaint, INOVIS live Automation AG may, after consultation with the buyer, repair the product:

  • supply a replacement against return of the defective goods (provided they are still available on the market)
  • to refund the purchase price and withdraw from the contract
  • to reimburse the reduced value of the goods while maintaining the purchase contract

The buyer’s claims shall lapse in any case if they are not asserted within 30 days. Claims for damages against INOVIS live Automation AG are excluded in all cases, unless they are based on unlawful intent or gross negligence on the part of INOVIS live Automation AG. The buyer has the burden of proof in this respect.

  1. Cancellations

Cancellations of orders are only possible with the written consent of INOVIS live Automation AG. Costs already incurred or price increases from the manufacturer/supplier shall be borne by the customer.

  1. Place of jurisdiction

The legal relationship is subject to Irish law.

  1. Severability clause

Should a provision in these General Terms and Conditions or a provision of any other agreement be invalid, this shall not affect the validity of all other provisions or agreements.

  1. Bring-in guarantee for repair / guarantee processing

17.1 The guarantee granted by INOVIS Live Automation AG is a “bring-in” guarantee. In the event of a warranty claim, the device will be insured by the customer and shipped free of charge to the address specified by INOVIS Live Automation AG. INOVIS Live Automation AG will cover the costs of insurance and return transport within Switzerland. Unless otherwise stated on the invoice, all hardware items (new goods) are covered by a 12-month warranty in accordance with the statutory provisions. Used goods are covered by the corresponding warranty. If nothing has been agreed here, INOVIS Live Automation AG shall grant a warranty of 3 months. The warranty includes the necessary spare parts, labour and return transport. It does not include software and its installation after replacement of a part or device. The warranty is excluded in the event of improper handling of the device (e.g. fall damage). As batteries and fans are wearing parts, INOVIS live Automation can grant a maximum warranty of 6 months on batteries and fans. The supply of spare parts or repairs does not extend the original warranty period.

17.2 Reduction and cancellation cannot be claimed during an agreed warranty extension.

17.3 INOVIS Live Automation AG can only rectify faults up to the interfaces of the system. Errors in connection with peripherals not purchased from INOVIS Live Automation AG are excluded from the warranty and can only be processed for a fee. For repairs to devices outside of the warranty, you will receive a cost estimate for approval in advance.

17.4 For warranty processing/returns, enclose:

  • proof of warranty, copy of the delivery note or invoice
  • A comprehensible description of the fault, which must be as detailed as possible. The system will be subjected to a general functional test, but primarily only the specified faults will be rectified.

The system must be returned in its original packaging or equivalent packaging. The customer shall ensure that the return shipment is adequately insured. INOVIS Live Automation AG shall not be liable for compensation for loss or damage during transport.

17.5 In the event of a defect or a claim, the customer shall obtain an RMA number. This can be generated on the INOVIS live Automation website.

INOVIS live Automation shall be entitled to charge a processing fee of CHF 80 for goods returned to INOVIS live Automation for which no faults can be detected despite thorough testing, as well as for systems protected by password, provided that the customer has not communicated the password. In the event of errors in the warranty certificate, INOVIS Live Automation is free to decide whether to charge a processing fee or return the goods to the customer.

17.6 No warranty can be claimed if the goods have been damaged due to improper packaging or if the warranty seal or serial number has been damaged or removed. Furthermore, if the system has been opened improperly. INOVIS Live Automation AG accepts no liability for the loss of stored data. The customer is responsible for the storage of the data and cannot claim any compensation from INOVIS live Automation.

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