The following terms govern the business relationship between Santec Systems AG and its customers.
This is a non-binding translation. Only the German version of these Terms & Conditions is legally binding.
1.1 These General Terms and Conditions (the GTC) apply to all legal relationships between Santec Systems AG, Weihermattstrasse 86, CH-5000 Aarau (Santec) and its customers (the Customer) in connection with deliveries of products from Santec’s product range (the Products) or the provision of services by Santec (the Services) (the Contract).
1.2 These GTC form an integral part of the Contract between Santec and the Customer. Provisions deviating from these GTC are only valid if they have been expressly accepted by Santec in writing.
1.3 Santec reserves the right to amend the GTC at any time. Amendments apply from the time of their notification to the Customer and apply to all Contracts following such notification.
1.4 Each Product has a data sheet that can be requested from Santec (the Data Sheet). The respective Data Sheets form an integral part of the Contract between Santec and the Customer and are binding.
1.5 General terms and conditions, purchasing conditions, tender conditions and other contractual terms of the Customer do not apply. This is also the case where orders or other documents of the Customer refer to such conditions, where such conditions are attached to those documents, or where such conditions are otherwise communicated to Santec.
2.1 Offers, prices, price lists, product descriptions, brochures, plans and other information provided by Santec are non-binding, may be amended or revoked by Santec at any time and do not constitute an offer, but merely an invitation to the Customer to submit an offer.
2.2 Orders placed by the Customer for Products or Services (the Order) constitute merely an offer to Santec to conclude the Contract. By placing the Order, the Customer confirms the accuracy of all the information provided by it.
2.3 The Contract between the Customer and Santec is only concluded once Santec has accepted the Order. Acceptance is generally made by written order confirmation from Santec (the Order Confirmation) or by signing a written contract between the Customer and Santec.
2.4 After conclusion of the Contract, amendments to or cancellations of the Contract may only be made with the mutual written consent of the Customer and Santec.
2.5 Technical changes to the Products in the course of product development remain reserved.
3.1 Santec reserves the right to change all prices at any time.
3.2 Where luminaires and lamps are sold separately, the luminaire price is understood to be exclusive of lamps.
3.3 Prices are understood to be exclusive of value added tax.
3.4 Santec charges the statutory value added tax on all prices. The rate of value added tax in force at the time of conclusion of the Contract applies.
3.5 Prices for the installation or assembly of the Products are, as a rule, shown separately, unless expressly agreed otherwise.
3.6 Santec charges advance recycling fees (vorgezogene Recycling-Gebühren, vRG) on luminaires and lamps. The vRG tariff and equipment list of the Stiftung Licht Recycling Schweiz (SLRS) in force at the time of conclusion of the Contract applies; it can be viewed and downloaded at https://www.erecycling.ch/vrg-partner/tarife-und-geraeteliste.html.
3.7 The following costs are borne by the Customer and are additionally owed by the Customer to Santec:
4.1 The Customer must pay all invoices from Santec within 30 calendar days of the invoice date. Deductions from the invoiced amounts, in particular cash discounts, may not be made.
4.2 The Customer must object in writing, stating reasons, to any defects in invoices vis-à-vis Santec no later than 15 calendar days from the invoice date; otherwise the invoice is deemed approved and the Customer owes Santec the invoiced amount stated in the invoice.
4.3 If, by the due date, the Customer has neither paid an invoice nor objected to it in writing stating reasons, the Customer automatically falls into default of payment, without any reminder or grace period being required.
4.4 In default of payment, the Customer owes Santec default interest of 5% p.a. Santec is entitled to have collection carried out by a third party at the Customer’s expense. For as long as the default of payment continues, Santec is further entitled to suspend all deliveries under the Contract and under other transactions with the Customer. Santec’s further statutory rights in the event of default remain reserved.
4.5 The Customer consents that, for the purpose of checking creditworthiness, information about the Customer may be obtained from third parties and data concerning the Customer’s payment behaviour may be passed on to third parties. Santec may set credit limits for the Customer and, if the credit limit is exceeded, suspend deliveries under the Contract and under other transactions with the Customer or only carry them out against advance payment or security.
4.6 Title to the Products passes to the Customer only upon full payment. Santec is entitled to register the retention of title in the register at the Customer’s registered office or domicile.
5.1 Santec is entitled to deliver the Products in partial shipments.
5.2 Unless otherwise agreed in writing, delivery is made EXW (Incoterms 2020) at Santec’s registered office (the Delivery).
5.3 Short, excess or incorrect deliveries must be objected to in writing, stating reasons, vis-à-vis Santec within 5 working days of delivery. Otherwise the delivery is deemed approved.
5.4 Delivery periods and dates stated by Santec (in particular those in offers or order confirmations) are non-binding and may change. Santec only falls into debtor’s default after Santec fails to perform the Contract despite two written reminders from the Customer. If Santec falls into debtor’s default, the Customer may solely withdraw from the Contract and reclaim from Santec any invoiced amounts already paid. Any further liability on the part of Santec for exceeding periods or dates, in particular damages for losses caused by default, is excluded to the extent permitted by law.
6.1 Santec is entitled, at its own discretion, to engage sub-suppliers, subcontractors and other third parties for the performance of the Contract.
7.1 Santec warrants that
are and remain free from defects that are demonstrably attributable to defects in material, workmanship or construction on the part of Santec, provided that:
7.2 Any warranty or guarantee on the part of Santec is excluded:
7.3 In the warranty case, Santec will, at its own choice and discretion, solely either (a) repair the defective Product; (b) make a replacement delivery of a defect-free Product or an equivalent replacement product; or (c) refund or waive for the Customer the amount corresponding to the difference between the price of the Product and its reduced value as a result of the defect, or issue the Customer a credit note of the same amount for future purchases of Products.
7.4 If Santec chooses repair, the Customer must, at its own expense, arrange for the dismantling as well as the dispatch and transport of the defective Product to a location designated by Santec. In the case of a replacement delivery, Santec fulfils its obligation upon delivery of a defect-free Product or equivalent replacement product.
7.5 Neither the repair nor the replacement delivery results in an extension of the periods pursuant to clause 7.1, which in each case are calculated from the time of the original delivery.
7.6 All other warranty and guarantee rights of the Customer, in particular rescission (Wandlung), substitute performance (Ersatzvornahme) and damages, are excluded to the extent permitted by law. In particular, Santec cannot be held liable for the costs of dismantling, reassembly and programming of the Products or their components as a result of defects.
8.1 Outside warranty cases, the Customer has the right to return samples and Products after prior notification by the Customer (with the exception of clearance products and Products procured or manufactured at the Customer’s request; these are excluded from return). Depending on the condition of the returned sample or Product and the period of time elapsed since its delivery, Santec issues a credit note in favour of the Customer for future purchases of Products. The following table applies:
| Condition | up to 30 d | 31–60 d | 61–90 d | 91–120 d | over 120 d |
|---|---|---|---|---|---|
| Samples (Muster) | |||||
| Sample in order and in original packaging | 100% | 100% | 60% | 50% | 0% |
| Sample not in original packaging / dirty / dusty | 50% | 50% | 30% | 20% | 0% |
| Sample with paint damage / scratches / technical defects / incomplete | 0% | 0% | 0% | 0% | 0% |
| Lamps not in original packaging or used | 0% | 0% | 0% | 0% | 0% |
| Items purchased from third parties at the customer’s request | 0% | 0% | 0% | 0% | 0% |
| Products (Produkte) | |||||
| Item in order and in original packaging | 80% | 70% | 60% | 50% | 0% |
| Item not in original packaging / dirty / dusty | 50% | 40% | 30% | 20% | 0% |
| Item with paint damage / scratches / technical defects / incomplete | 0% | 0% | 0% | 0% | 0% |
| Lamps not in original packaging or used | 0% | 0% | 0% | 0% | 0% |
| Items purchased from third parties at the customer’s request | 0% | 0% | 0% | 0% | 0% |
T = days since delivery.
8.2 The amount of the credit note is calculated on the basis of the net goods value of the returned sample or Product. Transport and shipping costs for returns are borne by the Customer. A cash payout of the credit note is excluded.
9.1 All intellectual property and ownership rights, in particular patents, copyrights, designs and trademark rights in the Products and Services (in particular in the work results), belong to Santec. This also applies to special manufactures that Santec has designed or produced for the Customer, even where this has been done on the basis of instructions, designs or models of the Customer.
9.2 Both parties must treat the trade secrets of the other party that become known to them in the course of performing the Contract or otherwise as confidential and take suitable precautions to ensure that unauthorised persons do not obtain knowledge of trade secrets.
10.1 The description of the nature and scope of the Service to be provided by Santec results from Santec’s project offer to the Customer (the Project Offer).
10.2 Subject to any deviating agreement in the Project Offer, the following services are not included in the prices of the Project Offer and are to be paid separately by the Customer:
10.3 Santec warrants that the Service is provided in accordance with the Project Offer and with due care. If there is a defect in the Service, the Customer must give notice of it within 5 working days of accepting the Service concerned, failing which there is no warranty or guarantee on the part of Santec. If the Customer has given timely notice, Santec will, at its own choice and discretion, either (a) rectify the Service concerned; or (b) refund or waive for the Customer the amount corresponding to the difference between the price of the Service and its reduced value as a result of the defect, or issue the Customer a credit note of the same amount for future purchases of Services. All other warranty and guarantee rights of the Customer, in particular rescission (Wandlung), substitute performance (Ersatzvornahme) and damages, are excluded to the extent permitted by law.
11.1 The liability of Santec, on whatever legal grounds, in particular in contract, tort or unjust enrichment, in all cases including liability for auxiliary persons, is excluded to the extent permitted by law.
11.2 In particular, Santec is not liable for indirect or consequential damages (including damages resulting from cyber-security events, such as damages caused by software viruses, malware and hacking), consequential losses, lost profit, lost turnover, lost savings, losses caused by default, or damages in connection with the warranty or guarantee.
11.3 Should the provisions of clause 11.1 and/or clause 11.2 be ineffective, Santec’s liability is limited in total for all events to 50% of the price paid or payable by the Customer for the relevant delivery or Service, exclusive of value added tax.
12.1 Santec processes data of the Customer and of its employees exclusively in accordance with the statutory provisions, including the Federal Act on Data Protection (Datenschutzgesetz, DSG). Data processing takes place in particular for the purposes of invoicing, the handling of contracts, contacting the Customer, and for marketing purposes, namely for the needs-based design and development of Santec’s offerings.
12.2 Santec’s website uses various services and cookies that process data of the Customer and of its employees. Details on this are available on Santec’s website.
12.3 The Customer grants Santec – until revoked at any time by means of a written declaration to the company address – the following rights of use for advertising purposes: Santec is permitted to use, mention and depict the name of the Customer, that of its company, as well as the business relationship and/or the joint project on its website and in its documents that serve advertising purposes.
13.1 Declarations that allow proof by text, in particular e-mail and fax, are deemed to be written declarations of a party. Such declarations are deemed to have been received and taken note of at the time they can be retrieved by the recipient.
13.2 Should individual provisions of these GTC prove to be invalid or ineffective, the validity and effectiveness of the remaining parts of the GTC shall not thereby be affected. In this case, the parties undertake to replace the invalid or ineffective part of the GTC with a valid and effective provision that comes closest in content to the original intention of the parties.
13.3 The Customer is prohibited from assigning claims arising from or in connection with the Contract with Santec. Any assignment in breach of the preceding provision is void. Santec may assign claims arising from or in connection with the Contract to third parties.
13.4 The Customer may not set off claims of Santec against counterclaims of the Customer. Santec is permitted to set off claims of the Customer against counterclaims of Santec.
13.5 All legal relationships between the Customer and Santec, including these GTC, are governed by Swiss law. The Vienna Convention on Contracts for the International Sale of Goods does not apply.
13.6 The courts at Santec’s registered office have exclusive jurisdiction for all disputes arising from or in connection with the Contract between the Customer and Santec. Alternatively, Santec is free to bring proceedings before the court at the place of its branch office as well as the registered office or domicile of the Customer.