General Terms and Conditions of Sale and Delivery of Micro Precision Systems AG, hereinafter "MPS" or the "Provider"
- These general terms and conditions of sale and delivery apply to MPS offers, order confirmations and deliveries. Any other clauses stipulated by the client shall not be valid without the express written consent of MPS.
- The general terms and conditions, which are legally valid and form an integral part of the agreement, are published electronically and can be found at https://shop.mps-watch.com and at https://shop.mps-microsystems.com. The general terms and conditions published electronically shall be binding. The paper version of the general terms and conditions shall be legally valid only to the extent that it corresponds exactly to the current electronic version.
- MPS is entitled to amend these general terms and conditions at any time. The new version will be published on the internet.
- The general terms and conditions shall become effective upon acceptance by the user when making a purchase from the MPS e-shop or upon submission of an offer which is the object of a written order confirmation. If the general terms and conditions are not accepted, it will not be possible to purchase items from the MPS e-shop.
- OFFERS AND CONCLUSION OF THE CONTRACT
- The contract shall be deemed to have been entered into upon receipt by the customer of MPS's written confirmation stating its acceptance as well as the terms and conditions of the order.
- Any offer which does not stipulate an acceptance deadline shall not bind the emitting party.
- SCOPE OF SUPPLIES
The nature and the extent of the supplies are specified in the order confirmation of MPS. Any product or service which is not included therein shall be charged in addition.
- REGULATIONS IN FORCE IN THE COUNTRY OF DESTINATION
The customer shall inform MPS, latest when placing its order, on the standards and regulations applicable to the execution of the supplies and services in the country of destination of the order.
- TERMS OF PAYMENT
- Payments by customers located in Switzerland shall be net at thirty (30) days. For deliveries to a foreign country, the terms of payment shall be indicated by MPS on its order confirmation and MPS may require the opening of an irrevocable letter of credit duly confirmed by a Swiss bank acceptable to MPS.
- Payments shall be made by the customer without any deduction, in the currency of the invoice, on the bank account stipulated by MPS, within the deadline stipulated by MPS on its order confirmation. Other terms require prior written approval by MPS.
- In case of late payment, MPS may immediately discontinue deliveries and the customer will be liable to an interest “pro-rata temporis” at the corresponding rate then applicable in the country of destination of the order, but which may not be less than six percent (6%) p.a.
- PROPRIETARY RIGHTS
- MPS shall retain its full ownership on each delivery until the full corresponding payment has been duly received by MPS on its stipulated account. The customer is required to take all necessary protective measures to protect the proprietary rights of MPS.
- MPS may, at customer’s cost, apply for registration of the reservation of MPS’s proprietary rights.
- DELIVERY AND PASSING OF BENEFITS AND RISKS
- The delivery time starts running on receipt by customer of MPS’s order confirmation. If, after this date, any technical or other element relating to the order remains open, delivery time shall start running once such element has been settled in writing by the parties.
- The delivery time shall be extended:
- if any information required by MPS to enable performance of the order is not received within the deadline agreed, or if the customer makes any change to its order which impacts on the delivery time;
- if agreed payment terms are not met, letter of credit opened late, or necessary import licenses not received in time;
- if hindrances occur which MPS cannot prevent despite using the required care, regardless whether they affect MPS or the customer or a third party. Such hindrances include, but shall not be limited to, epidemics, mobilization, war, political turmoil, serious breakdown in the plant, accidents, labor conflicts, late or deficient delivery by subcontractors of raw material, semi-finished or finished products, the need to scrap important work pieces, official actions or omissions by administrative or public authorities, natural catastrophes and other acts of God.
- MPS shall be unable to give any guarantee in this respect and the delivery times shall be only indicative. A delay by MPS, whatever its causes, may not occasion any compensation for the customer nor result in the cancellation of the order by the customer.
- Delivery shall take place in accordance with the provisions of the CPT Incoterm 2010.
- PRICE, PACKING, FORWARDING, TRANSPORT AND INSURANCE
- The price and the delivery deadline are determined by the order confirmation.
Deliveries in Switzerland include the applicable VAT.
For deliveries outside Switzerland, order invoices do not indicate any applicable VAT, customs duties or other charges. Customers are made aware of this during the ordering process. The customer shall be liable for these taxes, charges, duties and other fees and costs, based on the legal provisions that apply in the customer's place of residence, and the customer shall pay these amounts directly to the competent authority or body in their place of residence.
- The prices indicated in the online store are exclusive of VAT and delivery and shipping costs. Before finalising the order, customers receive an order summary which shows the total price, including delivery and shipping costs. For orders in foreign currencies, the exchange rate at the time of ordering is applied.
- Except if the customer issues different written instructions sufficiently in advance to MPS, MPS will decide on the forwarder and on the type of shipment. All related costs shall be charged to the customer.
- The product will be packed by MPS; special packing requirements must be specified by the customer in its order. Unless otherwise specified or agreed in writing, packing will be charged separately; it is not returnable.
- Unless otherwise specified or agreed in writing, MPS will always insure the goods at their full value based on the invoice but at the customers cost. All risks on delivery pass to the customer when the goods leave the factory of MPS.
- On receipt of the products or of the shipping documents, the customer shall immediately submit to the last carrier, with copy to MPS, any complaints in respect of transport and transport damages.
- The price and the delivery deadline are determined by the order confirmation.
- INSPECTION AND TAKING-OVER OF THE DELIVERY
The customer shall inspect products received within two (2) weeks after they have been received and shall immediately notify MPS in writing of any deficiencies. If the customer fails in doing so, the delivery shall be deemed to have been taken-over.
- WARRANTY AND DISCLAIMER
- MPS warrants for a period of one (1) year from their delivery, that products or services are free from defects in material and workmanship.
- Express warranties are only those expressly specified as such in the confirmation of order of MPS; they are valid, at the latest, until the expiry of the warranty.
- During the warranty, in case delivered products are defective, the customer may request either for compensation delivery or for elimination of the defects by MPS.
- If a defect cannot be eliminated or compensated by MPS within a reasonable period of time, the customer may ask for a price reduction or cancel the order.
- The warranty expires immediately and irrevocably if the customer or any third party undertakes any modifications or repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage or does not immediately inform MPS and give MPS the possibility of remedying such defect.
- Excluded from MPS warranty and liability for defects are all deficiencies which cannot be proven to have their origin in bad material, faulty design, poor workmanship or resulting from other reasons beyond MPS control or responsibility.
- With respect to any defective material, design or workmanship and to any failure to fulfill express warranties, the customer shall not be entitled to any rights and claims other than those expressly stipulated in Art. 10.3 and 10.4 above.
- Claims for compensation not mentioned above, reduction, termination and withdrawal of the contract are excluded and MPS shall not be liable for any direct, indirect, consequential or incidental damages that are not arisen on the products or services sold, including damages for loss of business, loss of profits, production interruption and the like, subject to the compelling product liability law, etc.
- In no case will the damages concerning the goods delivered by MPS exceed the invoiced value of the corresponding products or services.
Tools specific to an order may not leave MPS workshops, even if partially or totally paid by the customer. Without having to advise the customer in advance, MPS may dispose freely of tools partially or totally paid which have not been used for three (3) consecutive years.
- MODIFICATION OR CANCELLATION OF AN ORDER BY A CUSTOMER
Any order which has been confirmed by MPS and accepted by the customer may not be modified or cancelled by the customer without prior formal written approval by MPS. In case of cancellation of an order by the customer, MPS reserves its right to request an indemnification for all expenses incurred or work performed by MPS until the cancellation day.
- GOODS SUBJECT TO EXPORT CONTROL
- International Export Control Rules apply.
- It is understood by the customer that the Swiss government is entitled to withdraw any export license already granted due to unforeseen circumstances. In the event that the Swiss authorities deny the export license, the purchase order shall be deemed as null and void and under no circumstances the customer shall claim any damages and/or losses due to the non-performance or delayed performance of the contract caused by such decision. Any work already performed by MPS will be charged accordingly and must be paid by the customer.
- In Accordance with the laws of Switzerland, MPS shall not sell any product related to atomic, biological or chemical weapons. Should MPS become aware of the use of the product in such weapons, the purchase order shall be deemed as null and void and under no circumstances the customer shall claim any damages and/or losses due to the non-performance or delayed performance of the contract caused by such decision. Any work already performed by MPS will be charged accordingly and must be paid by the customer.
- MPS SPECIFIC CONDITIONS OF SALE OF THE MPS E-SHOP
- These general terms and conditions also apply to the relationship between MPS and its clients when they purchase products via the MPS e-shop.
- The offer is available at the MPS e-shop and defined by MPS. In addition to the offer, MPS also chooses the payment service providers which will be used to pay for the services offered.
The list of payment service providers is as follows:
- Credit card: VISA or Mastercard.
- Bank transfer.
- Invoice for clients specified by MPS.
- The MPS e-shop can be used on the current versions of Chrome, Safari, Firefox, Internet Explorer and Edge, and on both traditional processing tools (desktop computers, laptops) and mobile devices (smartphones, tablets). For mobile use of the shop, a compatible mobile device is required.
- Users are required to protect their devices and browsers from any unauthorised third-party access. In particular, users are solely responsible for preventing third-party access to their mobile phones, tablets or laptops with regard to purchases made on their mobile devices. MPS does not assume any liability for the content, functionality and use of the MPS e-shop, including liability in the event of malware infection, given that no intentional fault or gross negligence can be established.
- When collecting and processing the data provided by the client, MPS shall comply with the laws on data protection. Reference is made in this regard to the document entitled "Data Protection and Legal Information", which forms an integral part of these general terms and conditions.
- MPS shall only collect and process data which is necessary for use, operation, support and acquisition of products in the MPS e-shop. Where it is necessary for the operation of the MPS e-shop, the data is transmitted to the service provider for the purpose of processing the order.
- GOVERNING LAW AND PLACE OF PERFORMANCE
All legal relations shall be governed exclusively by Swiss substantive Law, excluding in particular the United Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980). The place of performance and exclusive jurisdiction shall be in Bienne, Switzerland.