Terms of Sales of Service à la personne Technologie Active SA

1. Scope of Terms and Conditions

1.1 These General Conditions of Sale (the GCS) apply to all sales contracts concluded between Service à la personne Technologie Active SA (the Seller) and its customer (the Buyer) to the extent where other provisions have not been agreed in writing between the parties. In all cases, they prevail over the Buyer’s terms and conditions.

1.2 The Buyer acknowledges that all orders expressly accepted by the Seller are governed by the GCS. Consequently, any order placed by the Buyer automatically implies the unconditional acceptance of the GCS by the Buyer. Any change or deviation from the GCS requires the express approval of the Seller in writing.

2. The Offer

2.1 Offers, in particular those appearing on the Seller’s website, are contractually binding on the Seller only after written confirmation from them.

2.2 The data provided with the offer does not constitute a promise of characteristics or properties, nor a guarantee.

2.3 Offers are provided subject to the availability of items/products from Seller’s suppliers, partners or manufacturers.

3. Prices
3.1 The prices are indicated net in Swiss francs or euros and exclude taxes.
3.2 Additional costs (e.g. postage, packaging, surcharges depending on the means of payment selected) are indicated separately and invoiced in addition.
3.3 The date of the order is decisive for the fixing of the price.
3.4 The Seller may modify its prices at any time and without notice.

4. Orders

4.1 The Buyer is responsible to the Seller for the accuracy of the content of any order sent by the Buyer.

4.2 The Buyer receives notification that the order has been received. This notification does not represent acceptance of the offer by the Seller.

4.3 The Seller sends a written confirmation (eg by e-mail) that the order has been accepted. This confirmation represents acceptance of the Buyer’s order.

4.4 Any request from the Buyer to modify the content of an order is subject to the express written approval of the Seller. This modification may lead to an adjustment of the price as well as the application of any other conditions that the Seller is entitled to demand.
4.5 Orders by minors or persons under guardianship are only authorised with the authorisation of their legal representative.

5. Payment

5.1 Subject to a written agreement to the contrary, the full price corresponding to an order is due within the period indicated in the order confirmation sent by the Seller to the Buyer. In the absence of any indication, the price is deemed to be fully due upon receipt of the order by the Buyer.

5.2 Where a sale by installments is agreed between the parties, payment is, subject to a written agreement to the contrary, spread over 24 months.

5.3 Failure to comply with the terms of payment authorises the Seller, without prejudice to its other rights, in particular in respect of residence (art. 107 CO in Switzerland), to suspend its remaining or subsequent deliveries.

5.4 Without prejudice to any damages, failure by the Buyer to pay an invoice by the due date results in the invoicing of default interest at the legal rate. The Seller is entitled to additionally invoice the Buyer for any recall and collection costs. In particular, the Seller has the right to assign for collection all claims arising from the legal relationship between the Buyer and the Seller.
5.5 The claims of the Buyer which are contested by the Seller and which have not been the subject of a final and enforceable judgment cannot be set off against the claims of the Seller.
5.6 In the absence of payment of the full price, the Buyer undertakes to return, at their expense, the goods sold, at the Seller’s simple request.

6. Retention of title

6.1 The items sold, and their accessories, are subject to retention of title (art. 715 ss CC) in favor of the Seller until full payment (including any interest and costs). This reserve may at any time be entered in the corresponding public register. In the event of late payment, the Seller has the right to immediate seizure of the goods concerned, without prior procedure.
6.2 In the event of sale by installments, 4/5th of each installment is deemed to correspond to fair rent (art. 716 CC). In the event of extraordinary depreciation of the item sold, compensation for wear and tear may also be claimed.
6.3 Until payment of the full price, the Buyer will maintain the goods with the greatest care and will take out an insurance policy, for the benefit of the Seller, guaranteeing the goods against all the risks to which they are exposed, from of the delivery date. The Buyer must not mix the goods with other goods or goods, and moreover, they shall ensure that the goods are identifiable as the goods of the Seller.

6.4 The Buyer is not entitled to encumber any pledge or mortgage in any way whatsoever, as security for any sum due, the goods, which remain the property of the Seller. However, in the event of violation of this prohibition by the Buyer, all sums owed by the Buyer to the Seller would then become immediately payable (without prejudice to the exercise, by the Seller, of any other right or remedy). In the event of seizure or any other means of execution exercised by a third party, the Buyer must immediately notify the Seller.

7. Deliveries and transfer of risk

7.1 Unless otherwise agreed, the items covered by an order are delivered Ex Works (EXW) to the Seller’s headquarters or to any other factory designated in the order confirmation sent by the Seller to the Buyer.
7.2 If the parties agree that the objects covered by an order are delivered to a place determined by the Buyer, the Seller is authorized to conclude in the name of, at the risk of and at the cost of the Buyer a transport contract with a carrier of their choice. In this case, the risks pass to the Buyer upon delivery of the goods to the carrier. Any delivery deadlines and dates are deemed to have been met if the goods are delivered to the carrier before the expiry of said deadlines and dates. In the event of damage caused during transport, the carrier responds exclusively within the limits of the contract of carriage.
7.3 Delivery times and dates are extended for a reasonable period of time in the event of force majeure beyond the Seller’s control. The same applies when Seller’s suppliers are faced with such circumstances. The Seller immediately informs the Buyer of the setback.

8. Guarantee

8.1 Unless otherwise specified, the Seller’s products are certified to comply with the requirements arising from the declaration of conformity (art. 15 para. 1 EU Regulation 2016/425).
8.2 The warranty period for each item is two years from delivery or handover of the goods. A guarantee is excluded in the event of natural damage, damage caused by humidity, damage due to impacts or falls, natural wear and tear, descaling of devices, handling errors, damage caused by third parties, as well as interventions or modifications to the device. Also excluded from the warranty is the wearing down of parts, batteries, rechargeable batteries, LEDs and housing parts.
8.3 The Seller is not responsible for damage to the goods during transport. Any claim relating to such damage must be addressed to the carrier.
8.4 The Seller declines all responsibility in the event of improper use of the goods sold.
8.5 The Buyer has the obligation to check the condition of the goods for the presence of any apparent defects, immediately after receipt thereof. Complaints relating to these apparent defects must be presented within 10 days of receipt of the goods. When the defect occurs after delivery, it must be reported immediately after its discovery.
8.6 The Buyer may claim exclusively for either the repair or exchange of the defective item. The decision to repair or exchange a device rests with the Seller. Any claim by the Buyer relating to a reduction or reimbursement of the price is expressly excluded. Subject to Article 10 of the T & Cs, the Seller will not provide any compensation for damages under the warranty. Warranty exchange and warranty repair do not extend the initial warranty period.

8.7 The original packaging provides maximum protection. The latter should therefore be kept, as far as possible. In case of repair, devices with all accessories (except CO2 cartridge device) must be sent back in the original packaging. If the Purchaser is no longer in possession of the original packaging, they must pack the devices appropriately for transport.

8.8 Apart from the guarantees expressly mentioned in point 8.1 of the GCS, the parties do not give each other any other guarantee, express or implied.

9. Responsibility

9.1 To the fullest extent permitted by law, the contractual and/or extra-contractual liability of the Seller is only engaged in the event of willful misconduct or gross negligence on the part of the Seller and is limited only, unless otherwise provided by law, to damages which were foreseeable at the time of the conclusion of the contract. The Seller’s liability is also excluded for any act caused by the Seller’s auxiliaries. The Seller is not responsible for any consequential damages.

9.2 Subject to the Buyer’s direct claims governed by mandatory law, the Seller can in no way be held responsible for the consequences of any defect in the product.

9.3 Unless otherwise agreed and subject to art. 128a CO, contractual liability claims of the Purchaser arising from, or in connection with, the delivery of the goods are time-barred after ten years from the delivery of the goods. Claims for extra-contractual liability which have not been excluded are prescribed under applicable law.

10. Confidentiality/Copyright/Patent rights/Intellectual property rights

10.1 The Seller retains the intellectual property rights and copyright on the offers, descriptions, prototypes, plans and other documents given to the Buyer as well as on the final product. All documents sent to the Buyer may only be communicated to third parties with the agreement of the Seller.

10.2 The Buyer respects all intellectual property rights of any kind that the Seller has in its products (patent, design, copyright, trademark, etc.). The Buyer waives the right to copy the product.

11. Data protection

11.1 With regard to data collection and protection, the Seller’s data protection declaration is applicable to the GCS and therefore forms an integral part of the GCS. The data protection declaration is available on the website: www.sp-tech-active.ch.

12. Final provisions

12.1 The GCS reflect the entire agreement in relation to its subject matter and supersede all agreements previous written or oral relating thereto. Any amendment or modification of the GCS must be in writing. The same applies in the event of a possible waiver of said written form.

12.2 The Seller may substitute for third parties to perform all or part of its obligations under the GCS.
12.3 If a party waives the right to assert a contractual claim in a specific case, this waiver does not constitute a general waiver of this right.
12.4 Unless otherwise specified, the place of performance for all deliveries and services provided by contract is the one where the Seller has taken up residence, namely Avenue de Châtelaine 70, 1219 Châtelaine, Geneva, Switzerland.
12.5 If, for any reason, all or part of one or more provisions of the GCS prove to be null and void, the validity of the other provisions remains unaffected. The parties then agree on provisions replacing, and as close as possible to, the content of those that have become null and void. Both parties will proceed in the same way if a gap is discovered.
12.6 All contracts are exclusively governed by Swiss law, without regard to the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, and the Convention of June 15, 1955 on the law applicable to sales to international character of tangible movable objects.
12.7 All disputes, disputes or claims arising from or relating to the GCS, including the validity, invalidity, violation, or termination of the GCS, will be settled by the competent courts of the canton of Geneva, Switzerland, with recourse to the Federal Court being reserved.