1.1 These General Terms and Conditions of Sale and Delivery (“Conditions”) apply to all offers, quotations, sales and deliveries of products, firmware and services (collectively “Products”) of Heliotis AG (“Seller”) to business customers (“Buyer”).
1.2 Conflicting, supplementary or deviating terms and conditions of the Buyer are rejected and only apply if the Seller has expressly agreed to them in writing.
1.3 In the event of contradictions, the following order of precedence shall apply: (i) a signed agreement or a statement of work, (ii) the Seller’s offer, (iii) these Conditions, (iv) the Buyer’s order (only with regard to quantities, article numbers and desired dates).
2.1 Unless otherwise stated, offers are valid for 90 days from the date of issue; they are subject to component availability. Offers and related documents are confidential and may only be used to evaluate the purchase.
2.2 An order is only binding after written confirmation of the order by the Seller.
3.1 Prices in CHF, EXW Root, Switzerland (Incoterms 2020), unless otherwise agreed. Packaging, insurance, freight, export/import duties and taxes shall be borne by the Buyer.
3.2 For delivery dates more than 3 months after the order, the Seller may adjust prices appropriately to verified changes in supplier prices, duties or exchange rates.
3.3 Invoices are payable within 30 days net after receipt. Default interest: 5% p.a. (or the higher statutory rate). In the event of late payment or uncertainty, the Seller may suspend deliveries; the Buyer shall bear bank charges and reasonable collection costs.
3.4 Offsetting or retention by the Buyer is only permitted with undisputed or legally established claims.
4.1 Delivery according to the agreed Incoterms 2020. The transfer of risk is governed accordingly (EXW: provision at the Seller’s registered office).
4.2 Delivery dates are non-binding guidelines, unless expressly guaranteed in writing. The Seller is only liable for delays in the event of intent or gross negligence. If a non-guaranteed date is missed, the Buyer shall set a reasonable grace period; thereafter, he may cancel the undelivered quantities as the sole legal consequence.
4.3 Partial deliveries are permitted. The Buyer shall accept deliveries without delay; storage or downtime costs incurred as a result of the Buyer’s default may be charged.
5.1 The title remains with the Seller until full payment has been received.
5.2 The Seller may register the retention of title at the Buyer’s domicile; the Buyer shall cooperate and bear the fees. In the event of significant default, the Seller may demand the products back.
6.1 The Buyer shall comply with all applicable export control and sanctions regulations of Switzerland, EU, UK and USA. No export/re-export to embargoed countries, to listed parties or for prohibited end uses.
6.2 Upon request, the Buyer shall provide end-use/end-user declarations and documents. In the event of compliance concerns, the Seller may refuse or cancel deliveries.
7.1 Firmware, software, SDKs, APIs, sample code and documentation (“Software”) supplied with or for the Products are licensed, not sold.
7.2 The Seller grants the Buyer a non-exclusive, non-transferable, perpetual license to use the Software exclusively with the Products purchased from the Seller and exclusively for internal business purposes (including integration into and operation of the Buyer’s products). Source code is only provided upon express agreement.
7.3 Reverse engineering, decompilation or circumvention of technical protection measures is not permitted, unless mandatory law permits this.
7.4 Open source components (if any) are subject to their respective licenses; these take precedence.
8.1 All rights to the Seller’s background IP (including heliSens™ sensor IP, lock-in architectures, board designs, firmware libraries, documentation, trademarks) remain with the Seller. No implied licenses are granted.
8.2 Unless otherwise stipulated in a signed development agreement, foreground IP from customization, NRE or co-development remains with the Seller; the Buyer receives the necessary license to use this IP with the contractually agreed products in the defined scope of use.
8.3 Notices of proprietary rights may not be removed or altered. Trademarks of the Seller may only be used with written permission.
9.1 The Buyer shall inspect the Products within 7 days of delivery and report any obvious defects immediately; hidden defects must be reported immediately after discovery. The Products shall be deemed approved without timely notification.
9.2 Returns require a prior RMA number and compliance with the Seller’s instructions. Returns are made at the Buyer’s expense and risk; if the complaint is justified, the Seller shall bear the return shipment of the repaired/replaced goods.
10.1 The Seller warrants for 24 months from delivery (or from acceptance if assembly by the Seller is agreed) that the Products are free from material and manufacturing defects under normal use and in accordance with the specification.
10.2 At the Seller’s option, rectification, replacement or credit note will be provided. The original remaining period continues to run for repaired/replaced parts.
10.3 Excluded are normal wear and tear, consumables, optical impairments without functional defect, improper use, faulty installation or operation, failure to observe the documentation, unauthorized modifications/repairs, defects due to third-party components or integration outside the specifications, as well as software (governed in section 7; delivery “as is”, unless otherwise agreed).
10.4 The remedies in this clause are exhaustive. A limitation of liability does not apply in the event of intent or gross negligence, as well as in the event of injury to life, body or health, insofar as a limitation is legally inadmissible.
11.1 If assembly/commissioning/services are agreed, the Buyer shall provide timely access, electricity/network, facilities, safety clearances and qualified support. Waiting times and additional trips due to lack of preparation may be charged at service rates.
11.2 Acceptance is deemed to have taken place when (i) the agreed acceptance test has been passed or (ii) the product is used productively, whichever occurs first.
12.1 Changes or cancellations require the written consent of the Seller and may trigger reasonable fees (including for NRE, committed materials, storage, re-planning).
12.2 Postponements initiated by the Buyer more than 90 days after the confirmed date may result in price changes, storage costs and a reallocation of delivery quotas.
13.1 Neither party shall be liable for non-performance or delay due to events beyond its reasonable control, including epidemics/pandemics, governmental action, labor disputes, shortages, transportation disruptions, cyber incidents, war/terrorism, sanctions/export failures, natural disasters, etc. (“force majeure”).
13.2 The affected party shall inform the other party immediately and take reasonable measures to mitigate the damage. If force majeure lasts longer than 90 days, each party may terminate parts of the order not yet delivered in writing.
The Buyer shall comply with applicable law (including anti-corruption and human rights) and maintain appropriate policies. In the event of credible violations, the Seller may suspend or terminate.
15.1 The Seller’s aggregate liability arising out of or in connection with a delivery is limited to the amount paid by the Buyer for the Products concerned, to the extent permitted by law.
15.2 The Seller shall not be liable for indirect or consequential damages (including loss of profit, production or data, cover purchases, recalls), except in the event of intent or gross negligence or to the extent that a limitation is legally inadmissible.
16.1 If a separate NDA exists, it takes precedence; otherwise, the parties shall treat each other’s confidential information as secret and use it only for the performance of the contract.
16.2 Technical logs and support data may be processed by the Seller (and subcontractors) for support, quality and security purposes in accordance with applicable data law.
17.1 Product improvements or changes are permitted, provided that form/fit/function for the agreed specification of the specific order are maintained.
17.2 The Seller shall use commercially reasonable efforts to provide spare parts or equivalent service options for 5 years from the last delivery of a product family.
17.3 In the event of discontinuation (EOL), the Seller shall endeavor to provide 6 months’ advance notice and accept last-time-buy orders subject to availability.
The Buyer may not assign the contract without the Seller’s consent (consent not to be unreasonably withheld). The Seller may use qualified subcontractors (including manufacturing partners).
19.1 If a provision is invalid, the remainder remains valid; the invalid provision shall be replaced by a valid provision that comes closest to the economic purpose.
19.2 Amendments and waivers must be in writing (e-mail is sufficient, unless excluded).
19.3 Notices to the addresses stated in the offer/order confirmation shall be deemed to have been received upon access.
19.4 The binding language is English. Translations are for convenience only.
Substantive Swiss law applies, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Zurich, Switzerland. The place of performance is Root, Switzerland.
