the terms and conditions nirotechnics gmbh
1 Scope
These General Terms and Conditions (GTC) apply to all legal transactions concluded via the online shop “Nirotechnics GmbH”.
These GTC apply exclusively to orders placed by business customers (B2B). No sale to consumers/private customers within the meaning of Swiss consumer protection law is made. By placing an order, the buyer confirms that they are acting as an entrepreneur.
Nirotechnics GmbH reserves the right to amend these GTC at any time. The version of the GTC applicable at the time of the order shall apply; it cannot be unilaterally amended for that order. Any terms and conditions of the customer that conflict with or deviate from these GTC shall not be recognized.
2 Information
2.1 Product and Price
The information about products in the online shop is compiled as customer-friendly as possible, but is non-binding. The manufacturer’s information (e.g. manufacturer warranty) shall prevail, provided it is valid in Switzerland.
All sales prices published in the online shop are final prices and include all taxes, in particular VAT, fees, or charges. Shipping costs, if any, are excluded. Nirotechnics GmbH reserves the right to change the prices of the products and services offered at any time. The price in the online shop at the time of ordering shall be decisive for the conclusion of the purchase contract.
2.2 Availability and Delivery Time
Nirotechnics GmbH places great importance on indicating availability and delivery times in the online shop accurately and up to date. All information regarding availability and delivery times is therefore provided without guarantee and may change at any time.
2.3 Rights
Nirotechnics GmbH remains the exclusive owner of all intellectual property and usage rights to TwoFix. Any integration of TwoFix into third-party machines or automation technology, as well as any supply of TwoFix to other machine manufacturers for the purpose of their own integration, is prohibited without an express written license agreement with Nirotechnics GmbH.
3 Conclusion of Contract
The products and prices in the online shop constitute an offer. However, this offer is always subject to the resolutory condition of impossibility of delivery or an incorrect price indication.
The purchase contract for Nirotechnics GmbH products is concluded as soon as the customer places an order in the online shop, in a branch, by telephone, or by e-mail (hereinafter referred to as the “purchase contract”).
Receipt of an online order is confirmed to the customer by an automatically generated order confirmation sent by Nirotechnics GmbH to the e-mail address provided. Receipt of the automatically generated order confirmation does not constitute confirmation that the product can actually be delivered. It merely indicates to the customer that the order has been received by the online shop and that the contract has therefore been concluded with Nirotechnics GmbH or the dealer, subject to delivery availability and correct price information.
4 Delivery Date
With the order confirmation, the customer will be informed of a provisional delivery date or contacted to agree on an individual delivery date. Delivery times are non-binding unless they have been expressly guaranteed in writing as binding.
If Nirotechnics GmbH or the dealer is in default of delivery, the customer shall have the right, except in the case of special orders, to withdraw from the contract starting on the 30th calendar day after the originally announced delivery date. In such a case, Nirotechnics GmbH shall refund any amounts already paid in advance. No further claims against Nirotechnics GmbH or the dealer shall exist.
5 Delivery
For products and services from Nirotechnics GmbH, only parcel shipping within Switzerland is available to the customer.
6 Inspection Obligation
The customer must inspect delivered or collected products immediately for correctness, completeness, and transport damage.
In the case of freight deliveries, any transport damage must be noted on the delivery note.
Transport damage, incorrect deliveries, and incomplete deliveries must be reported to Nirotechnics GmbH within 5 calendar days from the time of collection or delivery, including for all products of a dealer. The customer acknowledges that such notification must be made by e-mail to the contact address.
7 Warranty
7.1 Basic Provisions
Nirotechnics GmbH provides a one-year warranty from delivery for freedom from defects and functionality of the ordered product. Nirotechnics GmbH may, at its own discretion, satisfy the warranty by repair, replacement delivery, price reduction, or refund of the purchase price. Excluded from the warranty are damages resulting from normal wear and tear, improper use, faulty installation, lack of maintenance, or interventions by third parties.
7.2 Hidden Defects
Hidden defects must be reported in writing immediately after discovery. If notification is not made, the products shall be deemed accepted.
7.3 Limitation Period
Warranty claims become time-barred upon expiration of the agreed warranty period, to the extent permitted by law.
7.4 Product Liability
Mandatory claims under the Product Liability Act as well as other mandatory statutory liability provisions remain reserved.
8 Liability and Exclusion of Liability
Liability shall be governed by the applicable statutory provisions. However, Nirotechnics GmbH or the dealer shall under no circumstances be liable for:
(i) slight negligence,
(ii) indirect and consequential damages and loss of profit,
(iii) unrealized savings,
(iv) damages arising from delay in delivery, and
(v) any acts or omissions of auxiliary persons of Nirotechnics GmbH, whether contractual or non-contractual.
Nirotechnics GmbH is furthermore not liable for damages caused by any of the following reasons:
improper, non-contractual, or unlawful storage, setting, or use of the products;
use of incompatible replacement or accessory parts (e.g. power supply);
failure to maintain and/or improper modification or repair of the products by the customer or a third party;
force majeure, in particular natural events, moisture, impact, or shock damage, supply chain disruptions, energy shortages, shortage of raw materials, official orders, pandemics, or comparable events, etc., which are not attributable to Nirotechnics GmbH, as well as official orders;
for damages resulting from improper use or failure to observe the operating instructions, we accept no liability.
For defects, delays in performance, and damages arising in the execution of services by service providers (e.g. on-site installations), liability lies with the service provider commissioned to perform the work. In any case, liability is limited to the actual purchase price paid for the affected delivery.
8.1 Extended Disclaimer of Liability
Liability for data loss, production downtime, business interruptions, and indirect financial losses is also excluded to the extent permitted by law.
8.2 Confidentiality
The parties undertake to treat as confidential all non-public technical, commercial, and operational information that becomes known to them in the course of the business relationship.
8.3 Intellectual Property Rights
All rights to drawings, technical documents, software, data, documentation, images, and other materials remain exclusively with Nirotechnics GmbH. Any transfer to third parties or use outside the contractual purpose is permitted only with written consent.
9 Payment
9.1 Payment Methods
All payment claims for products purchased via the Nirotechnics GmbH online shop are asserted directly by Nirotechnics GmbH against the customer. Payments must be made in Swiss francs.
The customer may use the payment methods offered in the online shop under “Payment Options”.
The current fees are shown under “Payment Options” and are detailed during the ordering process.
For payment by credit card or other instant payment methods, the charge is made at the time of ordering.
For advance payment, delivery takes place only after receipt of payment. The products in Nirotechnics GmbH’s central warehouse are reserved until expiry of the payment deadline of at least 40 calendar days. In the case of fee-based purchase on account (permitted only for products and goods of Nirotechnics GmbH), the customer is obliged to pay the invoice amount within 20 calendar days after receipt of the delivery without any deduction (including cash discount). In the event of a partial return of delivered products, the invoice amount may be reduced accordingly.
9.2 Late Payment
If the customer fails to meet payment obligations in whole or in part, all outstanding amounts owed by the customer to Nirotechnics GmbH under any title become immediately due (in the case of advance payment, within 8 calendar days of the first reminder), and Nirotechnics GmbH may demand payment immediately and suspend further deliveries of products to the customer.
Nirotechnics GmbH charges an administrative fee of CHF 5 for the second reminder and CHF 20 for the third reminder. In the event of unsuccessful reminders, invoice amounts may be assigned to a debt collection company. In that case, an effective annual interest rate of up to 15% may additionally be charged on the outstanding invoice amount from the due date. The debt collection company will pursue the outstanding amounts in its own name and for its own account and may charge additional processing fees.
9.3 Payment Terms
Payments must be made in CHF/EUR.
The available payment methods are displayed in the online shop.
For invoice purchases, the amount must be paid net within 30 calendar days.
Offsetting against counterclaims by the customer is excluded unless such claims have been legally established or recognized in writing by Nirotechnics GmbH.
9.4 Retention of Title
Ordered products remain the property of Nirotechnics GmbH or the dealer until full payment has been made. Nirotechnics GmbH or the dealer is entitled to make the corresponding entry in the retention-of-title register. Before transfer of ownership, pledging, transfer by way of security, processing, or modification is not permitted without express consent of Nirotechnics GmbH.
10 Modification or Cancellation of Orders
Orders obligate the customer to accept the products and services. Subsequent changes or cancellations of orders may be accepted or rejected by Nirotechnics GmbH or the dealer at their sole discretion.
If, after an order or the conclusion of the contract pursuant to Section 3, a (partial) impossibility of delivery occurs (resolutory condition), the customer will be informed immediately by e-mail. If the customer has already paid, that amount will be refunded. If no payment has yet been made, the customer will be released from the payment obligation. Further claims due to delayed delivery or failure of delivery are excluded.
11 Other Provisions
11.1 Unassignable Returns
Returns that cannot be assigned to a customer or returned to the customer will be kept by Nirotechnics GmbH or the dealer for six months and then disposed of.
11.2 Right of Return / Returns
There is no right of return or withdrawal. Returns are accepted only with prior written approval from Nirotechnics GmbH. In such cases, a processing fee may be charged.
11.3 Uncollected or Undeliverable Warranty Goods
If goods related to warranty performance pursuant to Section 7 are not collected from the branches within six months from the sending of the collection request to the customer, Nirotechnics GmbH is entitled to dispose of the goods, in particular to destroy them.
11.4 Transfer of Risk
Use and risk pass to the customer upon handover of the goods to the carrier.
11.5 Use / Installation Liability
Proper installation is the responsibility of the customer. No liability is accepted for damage resulting from improper installation.
11.6 Technical Changes / Product Changes
Technical changes as well as changes in design are reserved insofar as they do not affect functionality.
11.7 Export / Resale
Resale to certain markets or to defined customer groups may be prohibited.
11.8 Data Protection
The privacy policy forms an integral part of these GTC. By accepting these GTC, the customer also agrees to the privacy policy.
11.9 Electronic Communication
Messages, declarations, and notifications may be validly sent by e-mail. They are deemed delivered as soon as they are accessible within the recipient’s sphere of control.
11.10 Export Control
The customer undertakes to comply with all applicable export, re-export, sanctions, and embargo regulations. Transfer of products to countries or persons subject to legal restrictions is prohibited.
11.11 Prohibition of Assignment
Rights and claims of the customer arising from the business relationship may neither be transferred nor assigned to third parties, in whole or in part, without prior written consent of Nirotechnics GmbH.
11.12 Severability
Should individual provisions of these GTC be invalid or unenforceable, this shall have no effect on the validity of the remaining provisions or of these GTC as a whole.
12 Place of Jurisdiction and Applicable Law
All legal relationships between Nirotechnics GmbH or a dealer and the customer shall be governed by substantive Swiss law. The Vienna Convention on Contracts for the International Sale of Goods does not apply.
The following exclusive place of jurisdiction shall apply:
For all claims arising from purchase contracts in which Nirotechnics GmbH is a contractual party, the place of jurisdiction shall be Zurich.
