General Terms and Conditions of DirAction AG
VALID as of June 2002
Preamble
These terms and conditions regulate the relationship between DirAction AG (hereafter called DirAction) as a supplier of computer, periphery, software, network and telecommunications products, and its customers (hereafter called partner) and are applicable for all orders placed with DirAction by the partner.
The partner's general terms and conditions are inapplicable, even if the partner refers to such in his standard order form or otherwise in connection with an order.
Both parties strive for fair business conduct and waive the publishing of business agreements concluded between the two parties.
Prices
The DirAction price valid at the time of order receipt is the applicable price.
All prices are listed in Swiss francs, including the VAT applicable at the time of invoicing. Costs for packaging, transport, insurance, installation, training, user support and other fees will be billed separately.
For price reductions or increases, the partner will be invoiced the price valid at the time of order receipt. If suppliers have authorized DirAction to pass on new prices, then for price reductions, the prices valid at the time of delivery will be invoiced to the partner. Price changes are possible at any time without pre-notification.
Delivery conditions
Upon preparation of the merchandise for shipping, the risk is transferred to the partner. This applies even if freight-paid delivery or delivery for standard delivery charges has been agreed upon.
Packaging, transport costs, insurance as well as any installation, training and user support will be billed separately. These costs are regulated in the appendix “Payment and Delivery Conditions”.
DirAction delivery dates can be considered binding if the corresponding supplier maintains its delivery dates to DirAction. DirAction refuses all liability for delayed deliveries.
Partner orders beneath a minimum value per order will be supplemented with a minimum amount surcharge. This minimum value, as well as the surcharge, is regulated in the appendix “Payment and Delivery Conditions”.
The software license conditions of the respective licensing party are applicable to the sale and distribution of software. The partner is obligated to maintain same.
The partner is to immediately inspect the merchandise upon receipt and to notify any delivery defects within the deadline described and established in the appendix “Payment and Delivery Conditions” in writing or per telephone.
With the exception of mistaken deliveries or guarantee services, DirAction does not accept returned merchandise.
Guarantee
DirAction guarantees that the products are delivered in a functioning condition according to the manufacturer specifications. Otherwise, DirAction assumes no further guarantee, such as for functionality within a computer system or with a specific application.
Payment conditions
The payment conditions are regulated in the appendix “Payment and Delivery Conditions”.
Upon delayed payment, DirAction will charge default interest and a cost-covering handling charge (see appendix “Payment and Delivery Conditions").
DirAction is entitled to invoice claims according to Art. 120 OR. This applies in particular to default interest, reminder fees, minimum amount surcharges, shipping costs, etc.
Support-Hotline
Support services are not included in the merchandise price.
If support services are requested by the partner, or his customers, then these are to be individually agreed upon with DirAction.
Liability
DirAction, to the extent permitted by law, rejects all liability for immediate, indirect or resulting damages, consequential harm caused by defects, unrealized profits, unrealized savings, service disruptions and data loss.
Alterations
These General Terms and Conditions can be altered by DirAction at any time and replaced by new conditions, which DirAction can publish on the Web or otherwise notify to the partner. The altered General Terms and Conditions are thus applicable for all orders received as of the date of the publication thereof.
Miscellaneous
Should one or more of these conditions become ineffective or contain a regulation gap, then the corresponding conditions will be replaced by an effective regulation or updated whichever best approaches the commercial purpose of the original regulation. The validity of the remaining conditions remains unaffected.
These business conditions replace any previous agreements between the parties.
Both parties are obligated to maintain secrecy about the content of this agreement, in particular the appendix “Payment and Delivery Conditions”.
Alterations and additions to these conditions, as well as supplemental agreements must be made in writing.
These business conditions are subject to Swiss law, under exception of UN purchasing law.
Court of jurisdiction
The court of jurisdiction is
Addendum
The following appendix represents an integral component of these General Terms and Conditions. – Appendix “Payment and Delivery Conditions”
Payment conditions:
• 20 day net
• Payment transfer fees to be borne by the partner
• Default interest 5% annually
• Financing interest 1% per month (written agreement required one month in advance)
• Reminder fee as of the 2nd reminder, CHF 20
Delivery conditions
• Mail costs to be invoiced at the current Swiss Post prices
• Special service will be additionally invoiced:
• Per package service or postal service
• Express delivery, CHF 35
• COD payments/cash collection, CHF 35
This appendix is considered to be an integral component of the General Terms and Conditions.
Changes to these payment and delivery conditions require the written confirmation of DirAction AG.
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