General terms and conditions of sale Echino SA

SCOPE OF APPLICATION

The following General Terms and Conditions of Sale (hereinafter “GTC”) apply to all deliveries, services and offers of Echino Suisse SA (hereinafter “Echino”). Any special terms and conditions applicable to a product or service distributed by Echino (e.g. terms of license/use of software, limited or unlimited duration, terms for the provision of maintenance or support services) shall take precedence over these GTC, insofar as their content differs from that of the GTC. Deviating general terms and conditions used by the customer do not form part of the contract, even if no objection has been explicitly formulated, even in the case of delivery. Any changes, deviations or additions to these GTC must be made in writing; no oral agreements will be made. This also applies to any contract concluded on the basis of these GTC, insofar as it does not stipulate that another form is equivalent to the written form. Echino reserves the right to modify these GTC at any time and without prior notice, for all contractual agreements subsequently concluded on the basis of the GTC. Echino also has the right to amend these GTC for pre-existing contractual relationships, provided that it informs the customers concerned in writing and in detail. Amendments will take effect one month after notification. If the modifications are unfavorable to the customer, the latter may terminate the contract within one month of receiving notification of the modifications. If the customer does not withdraw from the contract, the modifications will be applied after the one-month period has elapsed.

OFFER AND CONCLUSION OF CONTRACT

Echino's offers are non-binding, in particular with regard to the characteristics and availability of the main service, prices, quantities, delivery times, delivery options and ancillary services. In particular, we reserve the right to make changes to design, technology and function, as well as errors in descriptions, illustrations and prices. The contract is deemed to have been concluded only after Echino has confirmed the order in writing and/or dispatched the goods and/or executed the order. Its scope is based exclusively on its content. Echino's regulations expressly providing for other ways of concluding the contract (e.g. in offers, order forms or in Echino's online store) shall prevail. These may, for example, stipulate that the contract is concluded when the customer declares on the online customer portal that he accepts the contractual conditions detailed there. Unless otherwise stated, Echino's written offers are valid for 30 days. Any granting of guarantees or assurance of characteristics in favor of the customer must be confirmed in writing by Echino. Agreements made by telephone are only binding if confirmed in writing. The scope of services to be provided by Echino is based solely on written agreements. Legal or technical requirements may necessitate deviations from the offer documents or order confirmation. Such deviations remain reserved during the performance of the services.

INSTALLATION, TRAINING AND CONSULTING

If Echino provides training, consulting or installation services, the customer must ensure that the customer's requirements are met, in particular by providing the necessary premises, infrastructure, documents and personnel. If the customer does not properly fulfill his obligations to cooperate, Echino's performance deadlines stipulated in the contract will be reasonably extended. Echino will then be entitled to invoice the additional costs caused by the delay, in particular those related to the extended provision of its personnel or material resources. The required information must be confirmed in writing.

CONDITIONS AND PERFORMANCE OF SERVICES

Unless otherwise agreed, the customer may only demand performance of the services after payment in full of the remuneration stipulated in the contract. In particular, and unless otherwise agreed, rights to use software are granted only after full payment of the license fee, irrespective of their validation by license key.Products ordered and services requested may only be delivered and provided in Switzerland or Liechtenstein.Echino is entitled to engage third parties to perform the services due.Echino is entitled, within reason, to make partial deliveries or provide partial services.Products supplied for testing or demonstration (hardware, software, data carriers, documents, etc.) remain the property of Echino.Echino reserves the right to configure the software in such a way that use of the programs is restricted at the end of the agreed trial period.The customer has no rights in this respect.Changes and cancellations of services booked by the customer with Echino must always be made in writing and are only legally valid after written confirmation by Echino.Echino is entitled to compensation in the form of a charge for the costs of changes or cancellations amounting to 30% of the price up to 10 working days after the contract has been signed, and then 100% up to the start of delivery.Clarifications and preparations already carried out will be invoiced. If a customer is late in taking delivery of goods ordered, Echino may, after setting a reasonable grace period of up to 14 days, withdraw from the contract and demand payment of damages. If Echino demands payment of damages, these will amount to 75% of the order value, unless the customer proves lesser damage or Echino proves greater damage.

DELIVERY TIMES

Echino is only bound by delivery deadlines agreed in writing.Unless otherwise agreed, any modification of an order will result in the cancellation of all previously agreed deadlines.2 In the event of force majeure or any other impediment beyond Echino's control and having a significant impact on delivery or performance (in particular in the event of a strike or lockout affecting Echino, its suppliers or their subcontractors), delivery and performance deadlines shall be reasonably extended.

PRICES

Prices are net, in Swiss francs, excluding VAT, packaging and transport costs.Deliveries and services for which no price has been agreed at the time the order is placed are invoiced on the basis of the catalog prices valid at the time the contract is concluded, or on the basis of the work performed in accordance with the applicable rates.If no fixed price or discount has been agreed, training, installation and other services are invoiced on the basis of the price list in force on the date the order is received.Echino is not obliged to apply the prices indicated in its offer if a delivery period of more than three months from the conclusion of the contract has been agreed.In this case, the prices applied are those valid on the date of delivery.Any claims for reimbursement by the customer, e.g. in the event of overpayment, double payment, etc., will be credited to the customer's billing account and, where possible, deducted from the next claim due.

PAYMENT

Unless otherwise agreed, invoices are payable without discount within 30 days of invoice date.Should the customer fail to pay within this period, he will automatically be considered to be in arrears, without the need for a reminder.In the event of late payment by the customer, Echino is entitled to charge interest on arrears at a rate of 5% above the base interest rate, unless the customer proves a lesser loss or Echino proves a greater loss.In the event of late payment by the customer, Echino may, after setting a reasonable grace period of up to 14 days, withdraw from the contract and demand payment of damages. If the customer owes Echino several payments at the same time, and if the customer has not defined any repayment conditions, Echino will first write off the outstanding debt. If more than one claim is due, the oldest claim is written off first. Echino reserves the right to carry out deliveries and services only after prepayment by the customer. Echino is free to authorize or exclude certain methods of payment at any time.

RETENTION OF TITLE

Echino reserves ownership of the software media delivered and the right to use the software contained therein, until full payment of all claims arising from the business relationship. Echino is entitled to request the corresponding entry in the reservation of title register. The customer must keep the reserved goods for Echino with all due diligence.In the event of a breach of contract by the customer (in particular late payment) or a foreseeable default in payment, Echino is entitled to take back the reserved goods at the customer's expense.The exercise of rights of retention of title or a demand for their return does not constitute withdrawal from the contract.

WARRANTY FOR SOFTWARE DELIVERIES

The customer must immediately check the software or software components delivered to him (hereinafter referred to as “delivery”) for defects.Any significant defects must be precisely documented and reported to Echino in writing within 14 days of delivery.Echino will endeavour to remedy any significant defects reported within a reasonable period of time.In the absence of detailed notification of defects within this period, the delivery will be deemed to have been received and accepted without defect.Insofar as legally permissible, Echino provides all services under this contract to the express exclusion of any warranty claims.Warranty rights only exist for software features expressly guaranteed in writing.In particular, Echino does not guarantee that the software under maintenance can be used without interruption and/or at a specific time, or that it can be used without errors or malfunctions.
Any unauthorized modification of the software by the customer will extinguish all warranty rights. In all cases, warranty claims lapse 3 months after delivery of the software.

HARDWARE WARRANTY

Echino provides a one-year warranty on the hardware supplied. Echino does not provide any warranty for accidental material damage. In particular, deterioration and failure resulting from: improper installation (incorrect assembly) or improper use or maintenance of the product, including :

• Inappropriate use of the equipment or failure to comply with the instructions in the user manual
• Use of energy not in accordance with the manufacturer's instructions
• Addition of parts not conforming to those recommended by the manufacturer
• Opening and modification of the contents of the guaranteed product
• Lightning, flood, fire, overvoltage, shock, poor ventilation, dropping, discoloration due to the action of light, burning, humidity, excessive heating without a humidifier, uneven floors or the presence of insects.
• repairs carried out and/or any intervention on and/or opening of the equipment by a person not authorized by the manufacturer
• maintenance, repair or replacement of parts due to normal wear and tear or lack of maintenance
• Damage outside the machine, to the water supply and drainage pipes, and to the electrical installation.
• Liability of a third party or as a result of intentional or wilful misconduct
• A computer virus
• improper or incorrect installation of software
• addition of non-original or incompatible peripherals, software or components
• Modification of the construction or original characteristics of the guaranteed product
• Corrosion, oxidation, incorrect connection or external power supply problems. If, for example, the product is connected to a faulty socket, the warranty will not apply.
• Echino is not responsible for any damage during transport.
  Warranty exclusions linked to the nature of the damage (consequential damage)
  Echino provides no warranty for consequential damages resulting from product failure or deterioration:
• Commissioning, adjustment and cleaning costs;
• Damage of any kind resulting from the unavailability of the guaranteed product during the period between deterioration and breakdown, and the repair, replacement or reimbursement of the guaranteed product.
• Other exclusions
• Damage and breakdowns covered by the specific exclusions set out in the manufacturer's warranty for the guaranteed product, as mentioned in the product's user manual;
• Cosmetic damage;
• Damage to or breakdown of accessories (antenna, external cables, remote control, headphones, battery, etc.);
• As the equipment has been purchased by Echino from an official supplier, the customer must claim the warranty directly from the supplier without going through Echino.

Liability

Echino shall not be liable for any indirect damages or costs, nor for any loss, including loss of data or information, nor for any damages or expenses arising from the use or inability to use the product by the Customer.

Force majeure

Echino cannot be held responsible for non-performance of the contract due to an event of force majeure. All facts or circumstances that are irresistible, unforeseeable and beyond the control of the parties shall be considered as force majeure.

DILIGENCE AND LIABILITY

Echino provides the contractual services due with all due diligence.
It is only liable for a certain result if it has explicitly guaranteed this in a separate contractual agreement. Echino is not liable for interruptions in the use of the software for the purposes of troubleshooting, maintenance, conversion of infrastructure, introduction of new technologies or similar purposes. Echino shall only be liable for damage caused by a deliberate or gross breach of its main contractual performance obligations and for damage resulting from injury to life, body or health caused by a breach of its obligations by Echino, its legal representatives or persons working in its employ. In addition, Echino declines all liability in connection with the services regulated herein, to the extent permitted by law. More specifically, Echino declines all liability for indirect damages, consequential damages, strictly pecuniary damages such as lost profits or unrealized savings, service interruptions, loss of profits/turnover and/or additional costs, atypical and unforeseeable damages, as well as damages that the customer could have avoided by taking adequate measures, in particular by backing up data. If Echino is held liable, it will be limited to the amount of typically foreseeable damage or typically foreseeable expenses. The customer may not transfer all or part of his claims in this respect to third parties without Echino's consent. The provisions of article 10 also apply to employees and other persons working for Echino.

CONDITION OF USE

You confirm that you are receiving any Service provided by Echino solely for the purpose of conducting business. You acknowledge that Echino will use the e-mail address provided by you at the time of contract signing or as updated by you from time to time as its primary means of communication with you. You are responsible for the security of your password. Echino cannot and will not be liable for any loss or damage arising from your failure to maintain the security of your account and password.
You are responsible for all activities and content such as photos, images, videos, graphics, written content, audio files, code, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your license and use of Echino.
A breach or violation of any term contained in the Terms of Use, as determined in Echino's sole discretion, may result in immediate termination of your Services.

User management

You can create one or more user accounts to authorize other people to access the account. With these, the customer can establish authorizations and allow others to work using the license, while determining for each external account the level of access to specific company information. The customer shall be liable for acts, omissions and defaults arising from the use of accounts in the performance of obligations under these terms of use in the same manner as if the customer were the author thereof. A breach or violation of any term contained in the Terms of Use, as determined in Echino's sole discretion, may result in immediate termination of your Services.

Terms and Conditions

You may not use Echino's Services for any unlawful or unauthorized purpose or in violation of the laws of your jurisdiction in using the Service (including, but not limited to, copyright laws), the laws applicable to you in your customer's jurisdiction or the laws of Switzerland. You will comply with all applicable laws, rules and regulations in your use of the Service and in the performance of your obligations under the Terms of Use. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, any use of the Services or any access to the Services without the express written permission of Echino.
You understand that your Documents (with the exception of your credit card information) may be transferred without encryption and involve (a) transmissions over multiple networks; and (b) modifications to conform and adapt to technical requirements of connecting networks or devices. Your credit card information is always encrypted when transferred over networks.

INTELLECTUAL PROPERTY

Echino reserves all intellectual and industrial property rights to the software supplied, as well as all rights of use. Mention of property rights - including those of third parties - on software media or packaging must be respected.
Unless explicitly agreed otherwise, the customer acquires a simple right to use the software. Echino reserves all rights with regard to any design, text or graphics on its website, publications, documents, etc. Copying or any other form of reproduction is prohibited. Copying or any other form of reproduction of any of these elements is permitted only for the purpose of registering an order with Echino. The name “Echino” is protected under trademark law. The customer may not use this name as a trademark without Echino's consent. Echino SA reserves all property rights and copyrights to illustrations, texts, diagrams, calculations and other documents created by Echino or on behalf of Echino, regardless of the medium used. Before passing them on to third parties, the customer must obtain Echino's express written consent.

DATA PROTECTION

Confidential customer data entered with Echino software, which are accessible to Echino as a result of a request for assistance, correction or adaptation of a mandate, will be treated confidentially and will only be accessible to the duly authorized employee. All employees who have access to customer data in the course of their work for Echino are obliged to treat such data confidentially and not to pass it on or pass it on to third parties.
The customer grants Echino the unrestricted right to use all his data in Echino without remuneration. This right of use shall continue after termination of the contract. The data protection declaration also applies to the processing of personal data by Echino.

ASSIGNMENT OF RIGHTS

The customer may not assign the contracts concluded with Echino in their entirety, nor any rights or obligations arising therefrom. He may not transfer to third parties all or part of the rights and obligations arising from contracts concluded with Echino without Echino's consent.

FINAL PROVISIONS

In case of doubt, in the event of legal invalidity of one or more provisions of these conditions, the remaining provisions shall remain binding. If any provision is or becomes invalid in whole or in part, a provision which comes as close as possible to the economic purpose of the invalid provision shall replace it. Swiss law applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980. The place of performance for all Echino deliveries and services is Peseux / NE. The exclusive place of jurisdiction is Neuchâtel.