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Terms and Conditions of Business

Status November 2014

1         Scope and validity

These terms and conditions of business (TOCs) govern all legal relationships between clients (hereinafter referred to as client) and Meier Elektronik AG. They are valid for all the services, products provided by Meier Elektronik AG as well as for third-party products. The terms and conditions of business form an integral part of all contracts concluded between the client and Meier Elektronik AG, unless expressly agreed otherwise. Provisions deviating from the terms and conditions of business shall only be legally binding if expressly offered by Meier Elektronik AG or  accepted by Meier Elektronik AG in writing.

2       Terms of reference

Meier Elektronik AG provides services in the areas of consulting, service, programming, engineering and distribution of its own products, as well as third-party products from software and hardware manufacturers. Content and scope of individual services and products result from the performance specifications contained in the contracts, agreements and terms of reference. The content agreed specifically in these terms of reference prevails over the terms and conditions of business. For third-party products, the information of the manufacturer applies. The services of Meier Elektronik AG are provided for remuneration according to effort and with no responsibility for the results, unless expressly agreed otherwise.

3         Entry into force of contracts

A contract shall enter into force on the date of signature by the parties or at the latest at the beginning of the use of the service or the delivery of the product or third-party product. If an order for services, products or foreign products is made orally, it shall be confirmed in writing in all cases and is considered to be valid if it is not revoked immediately upon receipt of confirmation from the client. Offers are binding for the period specified by Meier Elektronik AG. It the latter is missing, the offer remains valid from the offer date for a period of 30 days. For quotation of third-party, the price on the day is valid.

4        Prices, fees, rates and terms of payment

4.1        Basics

The customer pays a price which is apparent from the respective contracts, agreements and order confirmations and/or price lists for the various services, products and third-party products. If a project takes more than a month, monthly bills are provided. All prices and charges are exclusive and strictly net in Swiss francs. VAT and expenses (taxes, shipping and handling charges, insurance, etc.) are charged to the client in addition at the prevailing rate.

4.2        Fixed prices

If, in the terms of reference, the provision of a service agreement is at a fixed price, it shall be based on the principles known at the time the agreement was concluded. If these basics should change significantly during the implementation of the project, and this was was not foreseeable for Meier Elektronik AG, it may require an adjustment of the fixed price by Meier Elektronik AG. Unless otherwise agreed Meier Elektronik AG invoices 50% of the fixed price before the order and 50% after installation, respectively  acceptance. All extra services are invoiced monthly at an hourly rate. Products from third-party vendors are invoiced to the client  immediately upon receipt.

4.3        Hourly rates

The applicable hourly rates for services are based on the current price list.

4.4        Terms of payment

All invoices and receivables from Meier Elektronik AG to its customers are immediately due and payable until the date indicated on the invoice, under “payment agreements” without deduction. Objections or reasoned complaints may be filed in writing within this period, but not later than 30 days after the invoice date. After the deadline, the invoice shall be deemed approved. The due date is also the expiration date. If a customer until the date indicated on the invoice under payment agreements has neither paid the invoice paid or provided reasoned objections an interest rate of ten percent (10%) per year and the payment of overdue fines from the due date no further notice of default will be necessary. Meier Elektronik AG is entitled in default of payment, without further notice to stop performance without compensation after a warning to initiate the debt collection at the client’s expense by a third party. Deductions from the payable invoice amounts are not permitted either by offsetting against any counterclaims or for other reasons.

4.5        Extended payment terms

Meier Elektronik AG may require measures to ensure their claims in the form of advance payments, bank guarantees, etc.

4.6        Prices subject to change

Meier Elektronik AG reserves the right to adapt accordingly prices, fees and approaches adapted accordingly. Price changes will be announced to the client at least one month in advance.

5        Retention of title.

The products and third-party products supplied by Meier Elektronik AG remain until complete receipt of payment the property of Meier Elektronik AG or the third-party suppliers, and the client is not eligible to sell or pledge them further. The client is obliged to cooperate in measures to protect the property of Meier Elektronik AG or of third-party suppliers.

6         Dates and delivery times

Deadlines and delivery times are not binding unless expressly agreed otherwise in writing. Meier Elektronik AG  always endeavours to meet the agreed deadlines. However, Meier Elektronik AG can accept no liability for compliance and the client is not entitled to assert any claims whatsoever due to delays. A delay in meeting deadlines does not entitle the client to withdraw from or terminate the contract. The specification of binding delivery deadlines and delivery periods by Meier Elektronik AG is subject to the proper and timely delivery by suppliers and manufacturers. Meier Elektronik AG provides its services at all times during normal working hours, Monday to Friday 7:00 to 17:00, except for local holidays at the relevant residential community of Meier Elektronik AG.

7         Involvement of third party

Meier Elektronik AG is entitled to call on third parties to fulfill the contract. Meier Elektronik AG is liable for the performance of any third parties as for their own services.

8         Obligations of the Client

8.1        Scheduling and support actions

The client is obliged to take any of the technical, operational and personnel preparation and support actions in relation to carrying out the services to be provided by Meier Elektronik AG Services in an accurate, timely manner free of charge. In particular, the customer has to provide the information necessary and objects for the performance on time and to grant Meier Elektronik AG required access in terms of fulfilling the contract. The client indicates a contact person for Meier Elektronik AG, who is authorized to take decisions solely in terms of operational needs of the services to be provided and has the necessary time resources.

8.2        Instruction compliance

The customer is obliged concerning the use of hardware and software and the use of Meier Elektronik AG made available by Meier Elektronik AG to follow all instructions from Meier Elektronik AG and to take all reasonable security precautions (also for the protection of devices owned by Meier Elektronik AG). Hardware and software must not be modified by the client or not installed or assembled on systems which have not been tested.

8.3        Compliance with provisions

The client bears responsibility that the services, products and third party products, for which he has concluded a contract with Meier Elektronik AG, are used legally and according to the contract. He is obliged to comply with all laws and assume sole responsibility for the content and functionality of the data existing on its systems and storage media. Meier Elektronik AG disclaims any liability in this respect. The client is obliged to indemnify Meier Elektronik AG against all claims of any kind which third parties claim against Meier Elektronik AG in connection with the use of the services of Meier Elektronik AG.

8.4        Omission of duties

If the customer does not fulfill the duties circumscribed above or not in due time,  Meier Elektronik AG is free of liability for any service performance not in line with the contract. If delays or additional costs are incurred, Meier Elektronik AG may require the adjustment of the agreed dates and the increase of remuneration. If the customer does not meet its obligations even after setting a reasonable grace period, Meier Elektronik AG is also entitled to require full payment for the damage incurred. Immediate termination of the contract is also a reserved right.

8.5        Specific provisions of the client

Operational requirements of customers, particularly safety regulations, working time regulations and/or house rules can only be met if they are notified to Meier Elektronik AG in writing prior to starting work.

9         Delivery, testing, acceptance and acceptance delay

9.1        Delivery of products and third-party products

Delivery is generally at the discretion of Meier Elektronik AG and at the risk and expense of the client. Complaints about damage, loss or destruction during transport must be sent directly to the transport company concerned by the client. The customer has to acknowledge the receipt of the products on the enclosed delivery papers by signature. The customer must inspect the goods immediately upon receipt and notify any objections within ten (10) days by written notice. If he does not, or uses the products delivered productively, the delivery shall be deemed accepted. Meier Elektronik AG will forward complaints for processing to the respective third-party suppliers.

9.2        Inspection and acceptance of services

The customer has to examine the services of Meier Elektronik AG immediately after the conclusion of the service provision or receipt of the notification of readiness for operation and submit any complaints or defects within the next ten (10) days in writing. As far as Meier Elektronik AG bears responsibility for results, defects will be corrected by Meier Elektronik AG in accordance with the provisions in Section 14, Guarantee. Other complaints are handled by Meier Elektronik AG at its discretion. If the customer fails to make a timely assessment or acceptance or he puts the services previously into operation, they shall be deemed approved and accepted. Minor flaws that do not affect the operations of the client are no impediment to acceptance.

9.3        Default of acceptance

If the customer is in default of acceptance, Meier Elektronik AG is entitled ordered services or those in connection with hardware or software provided by Meier Elektronik AG to store these at the expense and risk of the client, to discontinue service provision and to withdraw from the contract after unused expiration of a grace period for acceptance. The client has to pay in this case, all services provided by Meier Elektronik AG and to replace any losses incurred by Meier Elektronik AG.

10      Intellectual Property

10.1      Terms of use

Meier Elektronik AG or its licensors retain ownership of all related intellectual property rights and related records and documentation related to the provision of services. This applies also when changes or extensions are provided by Meier Elektronik AG. As far as agreed in writing, the client has a non-transferable and non-exclusive right to use the work results, documents, reports or programs created by Meier Elektronik AG as part of the specification after full payment of the agreed fee. Programs provided to the client are also intended to be used only on designated equipment and systems as well as for his own purposes, but in no case mat they be be reproduced, provided or otherwise disposed of to third parties. The permission of the client to standard software and documentation from third-party suppliers is governed by the provisions of the third-party suppliers. The client agrees to comply with these terms at all times.

10.2      Violation of Terms of Use

By using fraud or violation of intellectual property of Meier Elektronik AG, its licensors, or third-party suppliers by the client, Meier Elektronik AG reserves the right to terminate the contract without notice for important reasons. The claim for damages and the right to restore the legal status are reserved.

11      Rights of third parties

11.1      Assistance in violation of property rights

Meier Elektronik AG defends clients against all claims in connection with the performance of Meier Elektronik AG against the customer for breach of a Swiss privacy laws, unless the client notifies Meier  Elektronik AG about such claims in writing without delay and supports Meier Elektronik AG in the exclusive control in any procedures and all negotiations for the judicial or extra-judicial settlement of the legal dispute in this context.

11.2      Remedy of copyright infringement

If Swiss rules of copyright of third parties are violated or is likely in the opinion of Meier Elektronik AG, Meier Elektronik AG has the choice either to procure for the client the right to continued use of the relevant service, to replace or modify it so that the violation of the rights no longer exists, or withdraw this service and refund to the client the work done for this fee less a reasonable allowance for use which took place. The client has no right to other claims against Meier Elektronik AG for violation of property rights.

11.3      Not actionable copyright infringement

Meier Elektronik AG is not actionable for any infringements of intellectual property rights when a claim arises from the use of services in accordance with specifications in connection with services (hardware and software) that have not been supplied by Meier Elektronik AG, or if a violation of intellectual property rights is due to changes in the performance of Meier Elektronik AG is attributable to the client of a third party.

11.4    Copyright infringements of third party suppliers

For violations of copyright through deliveries and services from third party suppliers, the provisions on intellectual property violations apply to the supplier. Meier Elektronik AG is not actionable for such violations.

12      Secrecy

Both parties are committed, even beyond the duration of the contract to keep secret all manufacturing and trade secrets made accessible to them and any other received or perceived  confidential information in connection with the quote creation, preparation of performance, contract negotiations or contract performance or perceived confidential information, data and to keep documents confidential and to only use them only as part of the contractual relationships.

13      Privacy Policy

The clients agree to comply with all applicable requirements of data security and data protection. The Swiss data protection law for business relationships with clients  both at home and/or abroad applies. The disclosure of confidential information to third parties requires the prior written consent of the other party. As far Meier Elektronik AG processes personal data for the client, the client is obliged at any time to exercise its responsibility as the owner of this data and fulfil this obligation. He shall determine also the purpose and means of the processing of such data. Meier Elektronik AG is the sole processor of such information and assumes no legal data protection responsibilities for the client as owner of such data. Meier Elektronik AG has the right, for the purpose of ensuring the legitimate uses, to see and document all the data and information of the client. The customer expressly declares his consent to the fact that Meier Elektronik AG may submit, abroad, comprehensively process and use or have used  all non-confidential information in relation to the client use.

14      Warranty

14.1      Due diligence

Meier Elektronik AG is responsible towards the client for the careful rendering of services in line with the contract. Meier Elektronik AG only assumes responsibility for results, if this is explicitly specified. Meier Electronics Ltd cannot guarantee that the products supplied by or supported systems can be used uninterrupted or error free in any desired combinations.

14.2      Improper treatment

The warranty shall not apply in addition to defects and disorders Meier Elektronik AG is not responsible for such as natural wear and tear, accident, acts of God, improper handling, client or third party interference, excessive use, unsuitable equipment or extreme environmental influences. The warranty is void, in particular, if a defect is due to non-action or a malfunction of the infrastructure used by the customer or if the customer or a third party intervention made in hardware or software, or these are manipulated or changed, without prior written consent of Meier Elektronik AG. If the client sells products abroad, the warranty of Meier Elektronik AG is not applicable.

14.3      Admission

If a warranty claim is made, Meier Elektronik AG fixes any defects at  its sole discretion (e.g. repair, replacement) in factory warranty (no in site service). If Meier Elektronik AG cannot repair the defects within a reasonable time, the client is entitled to a reduction of the fee paid for the service concerned, or, if the reduced value reaches the amount of paid remuneration to refund the payment less a reasonable allowance for the use which was made upon return of the service concerned. Warranty claims must be made within 10 days after the occurrence of a warranty claim in writing, specifying the defect and the circumstances of its occurrence. Services of Meier Elektronik AG, which go beyond the scope of the warranty claims of clients are rendered by Meier Elektronik AG where possible and billed according to the respective valid price lists.

14.4      Third-party manufacturers

For goods and services from third parties solely their warranty and terms and conditions apply.

15    Liability

15.1      Exclusion

Any responsibility or liability for damages that are directly related to the provision of services by Meier Elektronik AG as well as for other damages, including indirect damages, consequential damages such as lost profits, unrealized savings, additional expenses or claims of third parties, or loss of data as well as for damages resulting from late delivery is expressly excluded to the extent legally permissible. Liability is limited to damages resulting from intentional or grossly negligent behaviour. Meier Elektronik AG also is not liable for damages caused by accident, force majeure or by a third party.

15.2      Third-party products

For third-party products, the information of the manufacturer applies. Meier Electronics AG disclaims all liability for any claims arising from the failure or faulty operation of any other product (for example, service costs for removal and installation of new software/hardware). Meier Elektronik AG is committed to provide the client with regular information on the progress of orders and project work and to notify him of circumstances that could endanger conventional fulfillment. Meier Elektronik AG is not be liable in any way for the provision of services by third-party suppliers. Meier Elektronik AG, in consultation with and on behalf of the client, may make contractual claims against third party suppliers.

16      Force Majeure

If a party cannot fulfill its contractual obligations due to force majeure such as natural events of particular intensity, acts of war, strikes, unforeseen official restrictions, etc. the contract will be extended beyond the said event accordingly.

17      Export

The export of products that are listed by the Department of imports and exports of the Swiss Federal Department of Economic Affairs or from equivalent foreign authorities have an export ban is prohibited. The customer agrees to comply with such export bans.

18      Amendments and cancellations

18.1      Changes

In as far as the terms of reference does not provide for a particular change process, the parties may at any time agree in writing  changes to the specification. In addition, Meier Elektronik AG will transmit to the client in good time changes to the terms and conditions business, the contract terms, contracts and agreements. Changes give entitlement to terminate the contract within the regular period. Without termination within this period, the changes apply as if  approved by the client.

18.2      Termination

Unlimited contracts may be terminated by either party in writing with a notice period of one month. For limited contracts, the contract period extends tacitly by another year, if the contract is not terminated with a notice period of one month before the expiry of the contract period. Different agreements between the parties are reserved.

Meier Elektronik AG can terminate immediately a contract at any time by giving notice to the client and/or discontinue their services and supplies when the client breaches a material provision of the contract in connection with the use of the services of Meier Elektronik AG, if the client undertakes or tolerates illegal or offensive activities, when the payment of invoice amounts is in default, becomes insolvent, enforcement action is taken against him or its economic situation has changed so that the rights of Meier Elektronik AG are at risk.

19      Reference specification

Meier Elektronik AG is authorized under consideration to data protection and confidentiality, to designate the underlying performance of the contract naming or publish the name of the client as a reference project.

20      Partial invalidity

If any provision of these terms is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions of the terms and conditions in total. The parties shall endeavour in such case to replace the invalid or contestable provision with another valid and enforceable provision that comes closest to the repealed provision in their legal and economic content. The same applies to the filling of gaps in the contract.

21      Applicable law and jurisdiction

All relations between the customer and Meier Elektronik AG are subject to Swiss law. Jurisdiction is CH-6018 Buttisholz LU. However, Meier Elektronik AG is entitled to sue the customer at its registered office or place of residence.