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Screening Eagle Technologies

GENERAL TERMS AND CONDITIONS OF SALE

 

Thank you for choosing Screening Eagle’s advanced inspection technologies. Please read carefully these Terms and Conditions of Sale which constitute the sales contract between Screening Eagle and its Customers.

1.       Area of Applicability

1.1.    The following General Terms and Conditions of Sale, as amended from time to time (the Terms and Conditions of Sale), apply to all commercial sales of goods, including without limitation, licensing of certain specific basic operational software provided or embedded in and delivered as integral and/or in connection and linked to certain goods, as updated from time to time (the Operational Software) and related services made or provided by, as well as to all future deliveries and performances of Screening Eagle Technologies AG, a Swiss company with registration no. CHE-262.732.001 or Proceq S.A., a Screening Eagle company organized under the laws of Switzerland with registration no. CHE-105.959.666, both with registered office at Ringstrasse 2, 8603 Schwerzenbach, Switzerland or any its affiliates (hereinafter Screening Eagle), and constitute an integral part of each sales contract that is entered into between a customer (hereafter the Customer), and Screening Eagle. For purposes of these Terms and Conditions of Sale, Screening Eagle means the Screening Eagle group company referred to in the final written offer, quotation or order acknowledgement.

1.2.    Any deviation to and from these Terms and Conditions of Sale shall only be valid if pre- agreed upon between Screening Eagle the Customer in writing.

1.3.    Any contrary general terms and conditions of a Customer are expressly excluded and shall not apply, irrespective of whether Screening Eagle expressly objects in a particular case or not.

1.4.    Particular conditions of contract validly agreed upon by Screening Eagle and the Customer in written form for the purpose of a specific sales/purchase transaction shall prevail over these Terms and Conditions of Sale if in contradiction with the same.

 

2.       Customer Orders

2.1.    Customer’s purchase orders can be made in writing. Such orders must be accepted by Screening Eagle in writing to constitute a binding, valid and enforceable contract. A contract is entered into only upon formal acceptance of the Customer’s order by Screening Eagle. Any quotation made by Screening Eagle even if made following a request of a Customer shall be always deemed to be only a request to the Customer to make a quotation to Screening Eagle and shall not be considered a contract, as the contract is only entered into upon formal acceptance of such quotation by Screening Eagle.

2.2.    Screening Eagle may amend purchase orders at any time by notice to the Customer. In such case, the Customer shall be bound by the respective amendments unless such amendments result in higher or lower costs and/or in a longer or shorter delivery period and Customer submits to Screening Eagle a contestation of such amendments within three (3) business days of receipt of the amendment notice.

 

3.       Operational Software License

3.1.    Screening Eagle grants to the Customer a non-exclusive, revocable, non-transferable, limited license to use the Operational Software during the lifetime of the goods purchased by Customer strictly in connection with Screening Eagle’s branded equipment purchased by the Customer as specified in the contract (the License). The License includes the Operational Software version initially licensed with certain purchased goods and any further updates, features, functionalities, support or maintenance services provided by Screening Eagle at its sole discretion.

3.2.    Customer shall not, either itself or through any third parties, publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer the Operational Software or copies to third parties, nor reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Operational Software. Customer agrees to notify its employees and agents who may have access to Operational Software of the restrictions contained herein and to ensure their compliance with these restrictions.

3.3.    The Operational Software may be used to access and use various products and services of Screening Eagle. All access to and use of such products or services by means of the Operational Software, including any charges for such access and use, will be governed by the terms applicable to the relevant products or services.

3.4.    Customer hereby acknowledges and agrees that all right, title and interest in and to the Operational Software, the documentation and any other related materials are, and shall remain, vested solely in Screening Eagle and other software owners, if any, and Customer shall not hold itself out as having any ownership or other rights with respect thereto, except as specifically granted hereunder. Except as expressly permitted herein, Customer agrees that it shall make no use of the Operational Software, the documentation or any other related materials. Any and all goodwill associated with such rights shall inure directly and exclusively to the benefit of Screening Eagle.

3.5.    The Operational Software is provided as is and as available. Neither Screening Eagle nor any licensors of the foregoing make any warranty of any kind, whether express or implied concerning the Operational Software, including that access to any Operational Software will be uninterrupted, secure, complete or error free, or it will meet Customer’s requirements.

3.6.    Certain goods may include specific Operational Software with automatic data processing and analysis tools. While every effort is made to ensure the accuracy of the information provided by those tools, the Customer acknowledges that the results provided by them may be not absolutely error free.

3.7.    Screening Eagle will use reasonable commercial efforts to rectify faults that materially affect the functionality of the Operational Software when reported by the Customer within twelve (12) months as of purchase of the goods connected therewith. The Customer shall report and describe the material defects to Screening Eagle in writing without undue delay. Screening Eagle reserves the right to rectify the defect as it deems appropriate.

3.8.     Other than in respect of the warranty given herein Screening Eagle shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the Operational Software, including without limitation any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with or the use of the Operational Software.

3.9.     In no event shall Screening Eagle and/or licensors be liable towards Customer for any claim(s) relating in any way to:

(a) Customer's inability or failure to perform any work with the Operational Software;

(b) any lost profits (whether direct or indirect) or any consequential, exemplary, incidental, indirect or special damages relating in whole or in part to Customers' rights under the sales contract and these General Terms or use of or inability to use the Operational Software even if Screening Eagle and/or licensors of the foregoing have been advised of the possibility of such damages.

3.10.   Customer shall accept sole responsibility for, and Screening Eagle shall not be liable for the use of the Operational Software by Customer, or any other user. Customer shall defend, hold Screening Eagle harmless and fully indemnified against any claims, costs, damages, loss, and liabilities arising out of any such use (including reasonable expenses and costs).

3.11.   Customer's exclusive remedy and Screening Eagle's, (and/or licensors of the foregoing) entire liability hereunder if any, for any claim(s) for damages relating to the Operational Software made against them individually or jointly whether based in contract or negligence shall be limited to the aggregate amount of the 50% of the fees paid by the Customer relative to the goods purchased and linked to such Operational Software.

 

4.       Country-Specific Regulations

4.1.    The Customer must inform Screening Eagle no later than at the time of the purchase order of any applicable country-specific regulations and standards. This information shall be provided in writing and outline all reasonable details. It shall apply without limitations to regulations and standards that require adjustments or changes to the goods and/or Operational Software to be delivered by Screening Eagle.

4.2.    Unless otherwise agreed in writing, the goods, including the Operational Software delivered by Screening Eagle shall be deemed to conform to the contract if they satisfy applicable Swiss regulations and standards.

4.3.    The Customer shall:

(a)  comply, and ensure that its relevant personnel comply, with all applicable laws and

regulations, including without limitations any law, regulation, statute, prohibition, or wider measure applicable to the goods, services and/or to either party relating to the adoption, application, implementation and enforcement of economic sanctions, export controls, trade embargoes or any other restrictive measures (Laws and Regulations) to ensure that goods are sold, supplied, imported, exported, re-exported, transferred, used, disclosed and/or transported only in accordance with all applicable Laws and Regulations;

(b)  notify Screening Eagle immediately if it becomes aware that it or any of its personnel or to the extent it is a re-seller of the goods, any of its clients may have breached any applicable Laws and Regulations;

(c)  provide any and all information and documents required for the export or shipment. Any delays due to export controls or approval procedures suspend any deadlines and delivery times. If required approvals are not granted or if the delivery and service are not approvable, the contract shall be deemed not concluded with respect to the parts concerned;

(d)  not supply any goods of Screening Eagle, in any form, directly or indirectly, to any person or entity that is not compliant with applicable Laws and Regulations;

(e)  indemnify and hold Screening Eagle harmless from and against any claim, loss, liability or direct or indirect damage suffered or incurred by Screening Eagle resulting from or related to Customers, its personnel or to the extent it is a re-seller of the goods, any of its clients’ breach of this provision.

4.4.   The Customer represents and guarantees that it is not subject to any governmental or supragovernmental trade sanctions. Furthermore, the Customer guarantees that it does not maintain any direct or indirect business or other relationships with terrorists, terrorist groups or other criminal, anti-constitutional organisations or sanctioned business partners. In particular, the Customer ensures by means of appropriate organisational measures, by using appropriate systems, the implementation of applicable embargoes, the EU regulations against terrorism and crime applicable in the context of the delivery relationship as well as the respective USA or other applicable provisions within the framework of its business operation.

 

5.       Sales Documentation and Quotations

5.1.    Any and all sales documentation and technical descriptions and data provided by Screening Eagle to a Customer in the context of a sales contract shall not be binding, unless otherwise stated by Screening Eagle in writing. Each party retains all rights to plans and technical documents provided to the other party.

5.2.    Quotations made by Screening Eagle remain subject to change at Screening Eagle sole discretion, i.e., quotations may be freely revoked or amended, at any time prior to being replied to or accepted by the Customer. In the absence of specific provisions, any such quotations shall be in effect for a period of thirty (30) calendar days from the date they are issued and shall automatically expire thereafter if Customer has not agreed to the terms and conditions set forth thereon.

 

6.       Prices

6.1.    Screening Eagle’s prices in price lists, quotations, etc., will be in Swiss Francs (CHF) and understood to be Ex Works as per Incoterms 2020 trade terms published by the International Chamber of Commerce (EXW) and shall not include taxes or charges and packing and transport costs. The applicable prices shall be those in effect on the date of the acceptance of the order by Screening Eagle.

6.2.    All freight, insurance, approval and certification costs shall be solely borne by the Customer. Furthermore, the Customer shall pay all taxes, fees, customs duties and other charges that arise in connection with the performance of the contract. Any payments provided for hereunder shall be paid by the Customer net of any applicable withholding required under any applicable law. To the extent that such charges are levied from Screening Eagle, the Customer shall reimburse them upon first demand.

6.3.    Screening Eagle reserves the right to charge to the Customer a handling fee of CHF 50 for any purchase orders of less than CHF 200.

6.4.    Screening Eagle may charge additional fees for services provided to the Customer under the sales contract and these Terms and Conditions of Sale.

 

7.       Payment Terms

7.1     Payments made by the Customer to Screening Eagle shall be made in the currency stated in the respective sales’ contract quotation and as indicated therein. Screening Eagle reserves the right to invoice the Customer in any currency it deems suitable including but not limited to CHF, EUR, GBP, USD, SGD, RMB.

7.2     All Screening Eagle invoices for deliveries to Customers or third parties specified by such Customers shall be due and payable by the Customer as per the terms indicated in the respective contract quotation.

7.3     In the event the Customer fails to fulfil partially or entirely any of its payment obligations under the contract in a timely manner, Screening Eagle shall have the right, without any further notice, to demand default interest on the outstanding balances in the amount of the current SARON® (Swiss Average Rate Overnight), but no less than five 5% per annum.

7.4     Any reimbursement made by Screening Eagle to Customer under the sales contract and these Terms and Conditions of Sale will be via the same payment method as was used initially used by Customer.

7.5     On expiration of the payment period, the Customer is automatically in default, without any prior reminder. Screening Eagle reserves the right to charge an additional administrative fee of CHF 200 to the Customer for each reminder sent hereunder. Any objections to invoices must be lodged by the Customer in writing within the payment period. If no objections are received within this period, the invoice shall be deemed to have been accepted by the Customer as correct.

7.6     Screening Eagle shall have the right to set off any claims that the Customer asserts against Screening Eagle against any claims due by the Customer to Screening Eagle. The Customer shall not have the right to set off its payment obligations against Screening Eagle unless awarded in a final enforceable judgment to do so.

7.7     In the event of a payment default and justified doubts as to the solvency of the Customer, Screening Eagle shall have the right to at its sole discretion (i) hold back in part or whole the delivery of the goods, (ii) immediately accelerate maturity of all claims under the business relationship and (iii) make delivery of any unpaid goods contingent on sufficient advance payments or upon being provided with adequate security for the Customer’s performance its obligations hereunder.

 

8.       Delivery Terms

Deliveries made to the Customer or third parties designated by it hereunder are exclusively EXW, i.e. ex works, storehouse or another named place (see Clause 6), not cleared for export and not loaded on any collecting vehicle.

 

9.        Delivery Times

9.1.    The contractually agreed delivery date shall be deemed to have been satisfied if the goods are made available for delivery by such time at the place of manufacture or at any other designated place.

9.2.    If the delivery date cannot be met due to any of the following reasons, the delivery period may be extended by a reasonable period of time at Screening Eagle’s discretion and without any liability whatsoever:

(a)  If the Customer fails to comply with its contractual obligation to cooperate;

(b)  If the failure to meet the delivery time is due to a force majeure event as described to in Clause 20, strike or lockout or another unforeseeable event that is not the fault

of Screening Eagle;

(c)  If the Customer demands subsequent changes or additions to its initial purchase

order.

9.3.     Without limiting any rights of Screening Eagle hereunder, partial deliveries of any goods

purchased under a contract are permissible.

9.4.     Screening Eagle reserves all rights under Clause 7.3.

9.5.  Notwithstanding anything to the contrary elsewhere herein or in applicable law, Customer agrees that no liquidated, consequential, or punitive damages for delay shall become due and payable by Screening Eagle.

9.6.  Delivery times indicated in quotations of Screening Eagle are not binding until the sales contract is validly entered into. As to availability of the respective goods any such quotations are without engagement.

 

10.       Transfer of Ownership, Use and Risk

10.1     Title and ownership to the goods passes to the Customer upon full and complete payment of all Customer’s obligations hereunder.

10.2     As long as any outstanding amount has not been paid in full, Screening Eagle shall have the right to assert a right of retention in the appropriate registries, accounts or otherwise at the expense of the Customer in accordance with applicable law.

10.3     The Customer hereby commits to refraining from taking any action that would be contrary to the objectives pursued by the right of retention. The Customer shall cooperate in any measures necessary for the protection of the Screening Eagle’s title. Screening Eagle is and shall be authorised to enter or notify the reservation of title in the required form in public registers, books or similar records, all in accordance with the relevant national laws, and to fulfil all corresponding formalities, at the Customer’s expense. During the period of the reservation of title, the Customer shall, at its own cost, maintain the supplies and insure them for the benefit of Screening Eagle against theft, breakdown, fire, water and other risks.

10.4     The Customer shall bear all risks of loss of and damage to the goods from the time the goods are made available for delivery.

 

11.        Delayed Pickup by the Customer

11.1     If the Customer fails to take delivery of the goods in accordance with the terms of the sales’ contract, the goods shall be warehoused uninsured at the sole expense and risk of the Customer. Screening Eagle shall have the right and authority to have the goods that are not timely picked up stored on third-party premises in the name and at the expense of the Customer. For and during the period of storage the Customer shall be liable for any costs in connection with and arising from such delay, including, but not limited to, Screening Eagle’s costs relating to storage, insurance and handling of the goods. If not otherwise agreed, the costs for storage shall be 0.5 % of full invoice value of the purchase order, per commenced month. In no event shall any payments already made by Customer or due according to this Clause be returned or otherwise compensated to Customer.

11.2     Screening Eagle reserves the right to resell the goods ordered by the Customer if the Customer does not collect the goods within two (2) months of the delivery date. In such case, Screening Eagle will provide the Customer with a fourteen (14) calendar days advance notification of its decision to resell the goods.

 

12.       Transport

12.1     In the event that Screening Eagle arranges for transport, it shall do so exclusively on behalf, in the name and for the account of the Customer. In such case, the carrier will either be ordered by Screening Eagle to collect freight costs and all related charges (including, but not limited to, import VAT) from the Customer or, if applicable, to invoice the freight costs solely to Screening Eagle which, in such case, will invoice the freight costs and disbursements to the Customer. Nothing in this Clause 12 shall limit or otherwise change any delivery terms set forth in the sales contract and these Terms and Conditions of Sale.

12.2 The procurement of transport insurance shall be the exclusive responsibility of the Customer.

 

13.       Inspection of Goods

13.1     The Customer shall inspect the goods immediately, either upon delivery or, if this should not be possible, immediately after the receipt of the goods at the Customer’s plant or at the designated address and shall do everything to minimize losses.

13.2     Complaints must be notified in writing and in detail immediately, but no later than within ten (10) business days, upon initial inspection. The deadline shall run accordingly from the time of the inspection upon delivery or upon receipt by the Customer or at the designated address. The Customer shall be responsible that losses sustained during transport are confirmed to Screening Eagle by the carrier.

13.3     If no complaints are notified in accordance with this Clause 13 within the inspection period, the right to inspect and notify complaints shall be deemed to have been forfeited.

 

14.       Limited Warranty

14.1     Screening Eagle warrants that the goods purchased hereunder are free of material or manufacturing defects when purchased and disclaims, to the fullest extent permitted by applicable law, any warranties, whether express or implied, including without limitation any express or implied warranties. Screening Eagle further disclaims any warranty of merchantability and/or fitness of the goods for any particular purpose other than the purpose indicated by Screening Eagle. The warranties provided herein are exhaustive and in lieu of all other warranties.

14.2     The warranty periods applicable to goods purchased herein (excluding Operational Software) (the Warranty Periods) are as follows:

(a)  Electronic indicating units: twenty-four (24) months;

(b)  Mechanical and electromechanical parts and accessories: six (6) months;

(c)  Repaired parts: three (3) months; and

(d)  Parts and sub-assemblies acquired by the Customer for its own repair purposes and not in respect of any warranty cases: six (6) months.

14.3  For calibration and adjustment works of the goods no warranty is granted and Clause 17 shall apply.

14.4   Screening Eagle warrants during the above-mentioned Warranty Periods that the goods manufactured by Screening Eagle if correctly used are able to be adjusted to meet all possibly printed specifications of Screening Eagle in respect of accuracy and performance for the respective model or type.

14.5    Screening Eagle makes no warranty whatsoever regarding any third-party products. For such products shall apply exclusively the respective warranty of the respective manufacturer. Furthermore, no warranty whatsoever is given to any purchase of Screening Eagle’s goods from unauthorized dealers.

14.6    Excluded from the warranty for new products are all parts subject to ordinary wear and tear, like for instance but not limited to impact bodies, indenters, impact plungers, test blocks, connecting cables etc. These products are subject to ordinary wear and tear during use.

14.7   The Warranty Periods provided herein run from (i) the date of purchase if the goods were purchased from Screening Eagle directly; or (ii) from the date of purchase from an authorized distributor if purchased from an official partner of Screening Eagle. Warranty claims, together with the complained-of goods shall be addressed to Screening Eagle directly.

14.8    The warranty provided to goods purchased herein expressly excludes the following: (a) defects due to general incorrect or negligent storing or use of the goods, losses due to transport; (b) defects due to exposure to extreme conditions, e.g. thunder, lightning, water ingress, fire, bad ventilation or other conditions beyond the control of Screening Eagle; (c) parts subject to ordinary wear and tear during use, in particular but not limited to impact bodies, indenters, impact plungers, test blocks, connecting cables; (d) batteries, (e) defective maintenance; (f) failures due to compatibility between the goods and any third party products; (g) failure to observe operating or assembly instructions; (h) defective construction and assembly work not carried out by Screening Eagle; (i) over-use of the goods; (j) unsuitable charges; (k) goods that have been modified or repaired by any third party; (l) any liability which arise after the risk has passed to the Customer, or (m) any other grounds that do fall into Screening Eagle’s sphere of risks.

14.9   The warranty expires prematurely if the Customer or a third party undertakes modifications or repairs or if the Customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and give Screening Eagle the possibility to remedy the defect.

14.10  During the above-mentioned Warranty Periods, Screening Eagle will provide spare parts and manpower in order to remedy the defect. If the Customer requires the repair works to be performed in its own factory, Screening Eagle will provide the spare parts for such repair of the defect. In that case, all displacement and travel costs at the applicable rates for after- sale service shall be at Customer's sole charge.

14.11   Descriptions of the goods and/or the Operational Software do not constitute any guarantee or warranty.

14.12    Any different warranty granted by the Customer to its clients, even as final consumers does not bind and shall not be enforceable against Screening Eagle in anyway.

14.13   Screening Eagle shall only be obliged to correct defects during the above-mentioned Warranty Periods provided that all requirements are met and if the Customer has complied with all duties imposed on the Customer by contract and by law and with product specification provided by Screening Eagle.

14.14   The Customer shall not have the right to withhold the agreed or due payments on the grounds of a pending warranty claim.

 

15.       Extended Warranty

15.1     The Customer has the option to, in the moment of purchase of certain goods, request an extension of the Warranty Period for the electronic parts of such goods for a subsequent additional period of twelve (12), twenty-four (24) or thirty-six (36) months subject to the provisions set forth hereto and by sending a written request to Screening Eagle indicating the unit of the product (the Extended Warranty). For the avoidance of doubt, Screening Eagle reserves any and all rights not to accept the requested extension at its sole discretion.

15.2     If accepted, such extension shall be effective as of written confirmation by Screening Eagle and following complete payment of the applicable Extended Warranty fee applicable at the time of the purchase of the goods. In such case, Screening Eagle shall issue to the Customer an extended warranty certificate evidencing the valid extension (the Extended Warranty Certificate).

15.3     Extended Warranty runs between Screening Eagle and the Customer without any third-party involvement and are not assignable or otherwise transferable. Warranty work cannot be performed by any party other than Screening Eagle.

15.4     The Extended Warranty is only effective and valid if the Customer retains the Extended Warranty Certificate and documentary proof of purchase from Screening Eagle.

 

16.       Liability, Product Safety

16.1     Screening Eagle shall be liable for the delivery of the goods in a condition consistent with the contract and for the performance of its warranty obligation.

16.2     The liability of Screening Eagle, including its subcontractors or suppliers, for any and all claims, including but not limited to claims based on Screening Eagle’s negligence of any degree, strict liability, breach of contract, warranty or otherwise, shall be limited to 50% of the net invoice value of the complained-of goods. To the extent permitted by applicable law Screening Eagle, its directors, employees, agents and consultants shall not be liable for indirect, special, consequential or trading losses of any nature, the loss of information or data, additional expenses, third-party claims, or financial losses of any kind, in consequence of the use, the failure or interruption of operation of the goods, whether based on contract, quasi-contract or tort (including simple negligence) or for its auxiliary personnel, including without limitation standstills of machinery or construction sites, liquidated damages or penalties to the detriment of the Customer, currency losses, lost profits, etc.

16.3     Screening Eagle shall, to the extent permitted by applicable law, have no liability for personal injuries or property damage caused by any of the goods.

16.4     The goods may not be used for purposes other than those recommended by Screening Eagle and not in combination with products that are not suitable for the purpose. Screening Eagle disclaims any liability whatsoever for damage or loss due to the Customer’s noncompliance with this Clause.

16.5     Customer undertakes to ensure that it and its employees and/or representatives have the necessary knowledge to work with the goods properly. Screening Eagle hereby excludes any liability for losses and/or damage resulting from Customer’s inadequate knowledge of the goods.

16.6     If Customer resells any of the goods, the sale terms and conditions shall limit Screening Eagle’s liability to the buyer to the same extent that Screening Eagle’s liability to Customer is limited hereunder.

16.7     Customer right to claim compensation for damages shall only apply twelve (12) months after the date of delivery of the goods.

 

17.       Repair and Maintenance

17.1     Repair cost estimates will be produced upon request and charged according to Screening Eagle price list in place at the moment of request. If the Customer proceeds with the repair under the terms provided by Screening Eagle, no additional charge will apply.

17.2     Repair and maintenance work undertaken by Screening Eagle, shall be subject to the sales contract and these Terms and Conditions of Sales to the extent no other written agreement have been explicitly made between the Customer and Screening Eagle. This Clause 17 does not apply to services provided to Customers within the scope of (i) Warranty Periods; (b) Extended Warranty; or (iii) Eagle Care (separate Eagle Care Repair and Maintenance Services apply), provided that the Customer is eligible to repair or maintain the relevant good under any such services or conditions and is in compliance with all its obligations thereunder.

17.3     All work shall be carried out depending on the availability of spare parts within a reasonable time and during normal local working hours by service technicians at Screening Eagle service centres as well as at authorized partners in a place to be decided at Screening Eagle sole discretion.

17.4     Screening Eagle, or any third-party chosen by it at its sole discretion, will undertake the professional handling of repair or maintenance work assigned in relation to instruments sold hereunder. Unless a different scope of work has been agreed upon in writing, the repair or maintenance work covers the performance of services that are identified as necessary: (a) on the basis of the details provided by the Customer, (b) on the basis of Screening Eagle’s examination of the instrument to be repaired, and (c) during the course of the repair work.

17.5     Fees for all services rendered under this Clause 17 are calculated based on the individual services performed, time spent and Screening Eagle’s rates applicable at the time of the services. Time worked will be rounded up to the next full hour and charged at the applicable rates for the service, in accordance with the relevant class of equipment.

17.6     Any material required for the service shall be invoiced separately.

17.7     Shipping costs (packaging, transport and insurance) shall be borne by the Customer.

Screening Eagle may charge a flat fee for shipping costs.

17.8     Value-added tax at the statutory rate will be charged on Screening Eagle prices in

accordance with the applicable VAT rules.

17.9     The repair costs stated in Screening Eagle’s quotation estimates are guidelines estimated

on the basis of the information provided by the Customer and following the examination of the instrument. Screening Eagle cannot guarantee the accuracy of the figures contained. If while repairing the instrument it becomes clear that more extensive repair work is necessary, the Customer hereby authorized Screening Eagle to complete the work without seeking further confirmation, provided this does not cause the overall repair costs to exceed the estimated price by more than 15%. Otherwise, Screening Eagle shall inform the Customer and shall present a new cost estimate.

17.10     If at any time the Customer decides not to proceed with the performance or continuation of the service, Screening Eagle shall have the right to charge the Customer for the cost of preparing the cost estimate and for any services performed up to that point.

17.11     Customer is responsible for the saving of all data, for the retrieval and restitution of lost or modified data and programs, and for the protection of confidential data and/or personal data contained to in the goods.

17.12     Screening Eagle shall choose the route and type of transportation for the return of repaired or maintained goods unless the Customer provided express instructions. Transportation and packaging will be charged to the Customer at cost.

17.13     The risk of damages to or loss of the serviced goods passes to the Customer as soon as the leaves Screening Eagle service location.

17.14     After the repair has been completed the Customer is obliged to accept duly performed the services immediately. The services provided will be deemed as accepted unless the Customer states otherwise within 15 (fifteen) calendar days as of receipt of the serviced goods.

17.15     Screening Eagle shall only be liable, on any legal grounds whatsoever, for damage which is not caused to the repaired good itself in the following cases: intention, gross negligence of our corporate bodies or corporate executives, culpable infringement of life, body and health, defects we have concealed fraudulently or of which we have guaranteed the absence.

 

18.      Return of Goods

18.1    Goods delivered by Screening Eagle hereunder that conform to the contract and have a purchase order value of more than CHF 200 (excluding shipping costs) may be accepted for return at Screening Eagle’s sole discretion provided that there is prior written agreement between Screening Eagle and the Customer within fourteen (14) calendar days of delivery of such goods and subject to meeting the criteria set forth herein.

18.2    Upon receipt, the returned goods will be inspected by Screening Eagle and the following conditions must all be met so that the return is accepted: (i) the goods must be in a unused, flawless, and in saleable condition; (ii) the complete packaging units are returned as supplied by Screening Eagle, in their original packaging corresponding to the current product line; and (iii) the goods are received within fourteen (14) business days after the agreement mentioned in Clause 18.1. Return of the purchased goods is expressly excluded upon failure to meet any of these conditions.

18.3     Customer shall bear the costs for the return shipment.

18.4     If the returned goods meet the criteria established, the Customer will receive a credit note

for the amount invoiced.

18.5     Screening Eagle will charge a fee in the minimum of CHF 200 for processing each return

request.

18.6     Orders comprising of special or customized products will not be accepted for return in any

event.

 

19.       Data Protection

19.1     Screening Eagle will treat personal data which becomes or became known in connection with the performance of the contract in accordance with the applicable data protection regulations, in particular the Swiss Telecommunication and Data Protection Act, the Swiss Federal Act on Data Protection and the standards of the EU General Data Protection Regulation (GDPR) and Screening Eagle’s Privacy Policy, as amended from time to time. This Policy is incorporated herein for the purposes of this matter and shall constitute an integral part of the sales contract and these Terms and Conditions of Sale and the contract. Details can be found in the separate privacy policy of Screening Eagle under https://www.screeningeagle.com/en/legal/data-privacy-policy.

19.2     The contracting parties agree that the Customer shall be the data controller, who shall ensure compliance with the applicable data protection laws, in particular the lawfulness of the processing of personal data. Screening Eagle shall be processing personal data on behalf of the Customer and shall ensure compliance only with regard to those obligations under applicable data protection laws that are specifically directed to processors and shall act according to lawful instructions of the Customer.

19.3     The Customer agrees that it will not withhold or delay its consent to any changes to this data protection clause and/or to any additional data processing or data protection agreements which in the reasonable opinion of Screening Eagle are required to be made in order to comply with applicable data protection laws and regulations and/or with guidelines from any competent supervisory authority, and their application to the supplies and services provided by the supplier from time to time.

 

20. Force Majeure

Screening Eagle shall not be liable for any failure to perform any of its obligations hereunder due to unforeseen circumstances or causes beyond its reasonable control. Such circumstances or causes may include but shall not be limited to, pandemic, war, riot, terrorist attacks, embargoes, acts of civil or military authorities, delay in delivery by Screening Eagle’s suppliers, fire, floods, accidents, strikes, and any cases in which it is not possible to obtain the necessary transportation, operating facilities, fuel, energy, personnel or materials. In the event of force majeure, the time allowed for performance by Screening Eagle will be extended for period equal to the duration of the delay caused thereby.

 

21.       Intellectual Property Rights

21.1     Screening Eagle is and shall retain at all times the unrestricted right, title and interest in and to all intellectual property rights and know-how relating to any of the goods, Operational Software, services provided hereunder (existing or future) and in and to all documentation or drawings provided to the Customer in conjunction with an offer or delivery of any goods.

21.2    Any documentation or drawings provided by Screening Eagle to Customer shall not be used for any other purpose than that for which they were provided and may not be used or copied, reproduced, transmitted, or communicated to third parties.

21.3     Any documentation, illustrations, drawings, specifications, measurements, or similar data provided by Screening Eagle according to an offer or a contract shall constitute mere normal guidelines except where otherwise specifically stated by Screening Eagle.

22.       Final Provisions

22.1     Unless specified otherwise, the place of performance of services under this agreement shall be the Swiss registered domicile of Screening Eagle.

22.2     The sales contract, including, but not limited to, the present Terms and Conditions of Sale and including this Clause 22.2, shall be governed, construed and interpreted in accordance with the substantive laws of Switzerland (excluding Swiss private international law and international treaties and the Vienna Convention on the International Sale of Goods dated 11 April 1980), particularly the provisions of the Swiss Code of Obligations.

22.3     All disputes arising out of or in connection with any sales contract and the Terms and Conditions of Sale, including but not limited to disputes on its conclusion, binding effect, amendment and termination shall be brought exclusively before the Courts of the Canton of Zurich, Switzerland. Place of jurisdiction shall be Zurich, Canton of Zurich, Switzerland. Screening Eagle shall, however, be entitled to sue the Customer at its registered address.

22.4     Screening Eagle shall be entitled to terminate any contract at its discretion if the Customer is in breach of any its obligations under the sales contract and these Terms and Conditions of Sale, all without prejudice to the right of Screening Eagle to enforce the terms of the sales contract and the Terms and Conditions of Sale.

22.5     Customer may not assign or otherwise transfer any rights or obligations arising from the sale contract and these Terms and Conditions and to third parties without the prior written consent of Screening Eagle.

22.6     Customer shall be obliged to pay all costs and expenses, including reasonable attorney’s and court fees and expenses, incurred by Screening Eagle in relation with the enforcement or preservation of its rights under the sales contract and these Terms and Conditions of Sale.

22.7     Screening Eagle reserves any and all right to amend and change these Terms and Conditions of Sale at its own discretion. The Customer may find latest Terms and Conditions of Sale at https://www.screeningeagle.com or may request from Screening Eagle a copy of the currently applicable Terms and Conditions of Sale.

22.8     If individual provisions of the sales contract or these Terms and Conditions of Sale are deemed as or become invalid, in whole or in part, the validity of the remaining provisions or the valid parts of such provisions shall not be affected in any way.

22.9     These Terms and Conditions of Sale are provided in English and German languages. In the event of conflict between the two (2) versions, the English version will prevail.

 

Schwerzenbach, 06.09.2021

 

 

 

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