1. Prices
1.1 All prices are in CHF excl. VAT
1.2 All prices are net including standard airfreight packing, ex works Hochdorf (INCOTERMS 2000)
1.3 Prices may be changed upon ninety days’ prior written notice and technical data is subject to modification without prior notice.
2. Quotations
2.1 Quotes are valid for ninety days from date of issue. Requests on other validity periods or extensions may be negotiated.
3. Payment
3.1 Payment of 20% of purchase price by wire transfer of immediately available funds at time of order and balance concurrently with shipment from the factory by irrevocable letter of credit at sight confirmed or advised by a Swiss Bank or a 1st class recognized foreign bank, accepted by and issued in favor of Swissray Technologies AG or
3.2 Payment of 20% of purchase price by wire transfer of immediately available funds at time of order and balance concurrently with shipment from the factory by irrevocable bank guarantee at sight or
3.3 20% payable on placing the order, 80% payable seven days prior to delivery
4. Banking charges
4.1 All banking charges outside Switzerland are to be borne by the purchaser
5. Delivery Period
5.1 Delivery shall be made within 12 weeks after receipt of down payment, but Swissray Technologies AG shall not be liable for any and all costs which may arise from delayed delivery caused by reasons beyond our control such as strike, lock-out, shortage of supplies etc. The buyer is not entitled to terminate or change his obligations, to cancel the contract or to request any kind of penalty, liquidated damages, or consequential damages, such as (but not limited to) loss of profit, loss of production, loss of use or loss of contract, arising from delayed delivery.
6. Benefit & risk of goods
6.1 Benefit & risk of goods will be transferred to the purchaser once the goods have been handed over to the carriers or shippers.
7. Shipment
7.1 Shipment will be made according to customer instructions. If no instructions are received latest 5 working days prior to the scheduled delivery date, Swissray Technologies AG will select the most appropriate forwarder and carrier.
7.2 Shipment, storage, delivery and insurance of the goods are at the purchaser’s own cost and risk.
8. Installation
8.1 Swissray Technologies AG provides reasonable installation and application support for the first two installations only. Additional support is provided at the sole discretion of Swissray management. Pre-installation and acceptance protocol are to be carried out by the local representative and should be in accordance with local regulations concerning radiation and safety requirements. The purchaser is fully responsible for the readiness of the site to receive our equipment.
8.2 Swissray Technologies AG will provide the customer with the best possible assistance but does not assume any responsibility for network or systems damages during integration of a system in the clinical network.
9. General Terms of Software Usage
Object
9.1 The following license stipulations refer to the software products of Swissray Technologies AG (hereinafter referred to as “Software”) which are implemented on the workstation forming a part of the supplied ddR™-Radiology system (hereinafter referred to as “Workstation”).
9.2 The Software is licensed, not sold.
9.3 The Software is licensed as a unitary product.
9.4 The Software that is acquired by virtue of the license is the property of Swissray Technologies AG or its licensor and is subject to copyright laws and international copyright agreements as well as other laws and agreements on intellectual property. All ownership rights and rights to intellectual property in respect of the Software (including but not confined to such pictures, photographs, animations, video and audio materials, music, text and “Applets”, as are contained in the Software), the related printed materials and every copy of the Software lie with Swissray Technologies AG or its supplier. All ownership rights and rights to intellectual property contained in and in respect of such contents as can be accessed with the aid of the Software are the property of the respective owner of the content and may be subject to applicable copyright laws and other laws and agreements on intellectual property. These license stipulations do not grant the licensee any right to use such contents. Swissray Technologies AG reserves the right to all such rights as are not exclusively granted.
9.5 The licensee is granted the right to the usage of the Software within the scope of the following license stipulations.
Content and scope of the license
9.6 The licensee shall have the right to load a copy of the Software on the Workstation. No other application program shall be loaded on the Workstation.
9.7 The licensee shall not have the right
9.8 to subject the Software to reverse engineering, decompiling or disassembling;
9.9 to modify the Software;
9.10 to split the Software for usage in more than one computer;
9.11 to rent out, lease or lend the Software;
9.12 to copy the documentation provided along with the Software.
Limited warranty
9.13 Swissray Technologies AG warrants that for ninety days following the day of receipt the medium on which the Software was delivered shall have no material and/or production defects.
9.14 Swissray Technologies AG warrants that for ninety days following the day of receipt the Software shall function materially in accordance with the related printed instructions provided by Swissray Technologies AG and that all support services by Swissray Technologies AG shall materially conform with such printed instructions. In support of this limited warranty, the service technician of Swissray Technologies AG shall take every reasonably measure necessary to counter any emerging problem.
9.15 The liability of Swissray Technologies AG and its supplier under this limited warranty shall, at the discretion of Swissray Technologies AG, be satisfied by reimbursing prices that have already been paid or repairing or substituting such Software as does not meet the conditions of the limited warranty of Swissray Technologies AG. Substituted Software shall be covered by this limited warranty only for the longer of the remainder of the initial warranty period or thirty days following delivery of such substituted Software.
9.16 This limited warranty shall not apply to any problem of the Software that is attributable to an accident, misuse or wrong application.
9.17 The limited warranty with respect to the Software described herein is given in lieu of all other warranties, express or implied, and any and all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular use or purpose are hereby disclaimed. Swissray Technologies AG shall assume no liability for any indirect, consequential or similar damages. Swissray Medical shall not provide any warranty that the program package meets the particular standards of the purchaser or user. The purchaser shall bear sole responsibility for selection, installation and usage as well as the results intended therewith.
10. Warranty
10.1 The below warranty specifically excludes Software, which is covered by the limited warranty described under number 9 above.
10.2 Product warranty is valid for 12 months from date of installation, but not longer than 15 months from date of shipment. Swissray, in its sole and absolute discretion will either repair defects in defective products, or parts thereof, or replace defective products or parts thereof, with new or refurbished equivalent products or parts.
10.3 The warranty and remedy set forth herein does not apply to products, advice or assistance that Swissray furnishes as a business courtesy, or if warranty service is necessitated in whole or in part by: (1) products having been subjected to misuse, accident, normal wear and tear, improper installation, improper storage, improper maintenance, improper repairs or alterations, or incorrect wiring or servicing, (2) failure to observe the installation and operating instructions, such as installation, user, operation and service manuals, (3) overstressing, overloading or unsuitable operating media, (4) products having been serviced or modified other than by Swissray, or its authorized representative, or the use of parts or software not sold by Swissray for the products, (5) failure to maintain the environmental conditions prescribed by Swissray for the product site, (6) deviation from Swissray recommended maintenance procedures, or (7) reasons beyond Swissray’s control (force majeure).
10.4 Swissray Technologies AG assures the availability of replacement parts for its systems during a period of 10 (ten) years from the date of delivery.
10.5 This warranty and the warranties set forth in the written agreement with Swissray (if any) are given in lieu of all other warranties, whether expressed by affirmation, promise, description, model, sample or otherwise, or implied, and any and all other warranties, including without limitation, the implied warranties of merchantability and fitness for a particular use or purpose are disclaimed.
10.6 Except for the exclusive remedy for breach of warranty described above, under no circumstances shall Swissray Technologies AG be liable for any damages, including without limitation direct, indirect, incidental, special, punitive or consequential damages, such as (but not limited to) loss of savings, loss of revenues or profits, loss of production or use, loss of contract or loss of images, arising for any reason, including damages resulting from defective design, materials or workmanships of from faulty instructions and whether such damages are claimed to arise from breach of contract, in tort, or under any other legal theory. This limitation cannot be waived or amended by any person and will be effective even if Swissray or its authorized representative has been advised of, or might have anticipated the possibility of, such damages.
10.7 Swissray Technologies AG shall not be liable for any breakdowns in the clinical network or information system in the case of a network failure or damage of a hardware component during the installation of a ddR-system.
11. Cancellation
11.1 Order cancellations are not accepted. Changes of written orders require written acceptance by both parties and do not have any impact on the remaining contract terms.
12. Applicable law and venue
12.1 All conditions of sale and delivery shall be interpreted and governed by Swiss law. The UN Convention on Contracts for the International Sales of Goods (CISG) is not applicable.
12.2 All disputes arising in connection with this Agreement shall be finally settled by arbitration. The arbitration shall be held in Zurich, Switzerland and shall be conducted in accordance with the Swiss Rules of International Arbitration.
(www.swissarbitration.ch)
13. Validity
13.1 These general conditions are binding. Special conditions and/or requirements of the purchaser are only valid if accepted and confirmed by Swissray Technologies AG, in writing.
14. Title of goods
14.1 The goods remain in the full property of Swissray Technologies AG until they have been paid in full by the purchaser.
14.2 The purchaser must neither alter nor delete any identification markings by the supplier and will authorize the verification of the equipment and its parts at any time. Any damage caused to the equipment and its parts as from the delivery will be borne by the purchaser.
