Ziemer Ophthalmic Systems AG
General Terms and Conditions of Sale and Limited Warranty Terms
Version 3 / 25.09.2023
General Terms and Conditions of Sale
- General: All sales, deliveries, and projects of Ziemer Ophthalmic Systems AG (hereinafter called "ZIEMER") shall be subject to these Terms and Conditions of Delivery and Sale, unless altered or amended in writing. They shall be binding for Customer if declared applicable in the offer or in the order confirmation.
- Offers and Purchase Orders: Offers which do not stipulate an order confirmation shall not be binding. All and any collateral agreements, commitments, or changes are valid only if confirmed in writing by ZIEMER. Purchase orders shall be considered as accepted only upon written order acceptance and after clarification of all details. Acceptance and execution of purchase orders may be subjected to prepayment or to issuance of payment guarantees.
- Content of Delivery: ZIEMER's order confirmation with attachments (if any) shall be the sole document determining extent and execution of the delivery of goods and services.
- Prospectus and Technical Documents: Brochures and catalogs are not binding unless agreed otherwise in writing. Specifications provided in technical documents are binding only if expressly guaranteed.
- Trade Marks, Proprietary and Copy Rights: ZIEMER's Trade Marks, proprietary rights and copyrights to any materials of ZIEMER shall remain exclusively the proprietary of ZIEMER. They may not be made accessible to third parties and must be returned to ZIEMER, at no cost to ZIEMER, at its request or if a purchase order is not awarded to ZIEMER.
- Prices: All Prices are understood to be EX WORKS, exclusive of packaging costs, in freely disposable Swiss Francs, or in another currency mutually agreed upon in writing, without any deductions. All additional costs, such as freight, insurance, export, transit, import and other permits, and legalization costs are at the expense of the Customer. The Customer will also be responsible for all taxes, fees, and customs duties levied in the country of destination. All pricing information provided in price lists and brochures shall not be binding and may be adjusted by ZIEMER at any time.
- Payment Terms: Payments are to be made by Customer according to payment instructions on ZIEMER's invoices. Payment terms must be adhered to even if shipment, delivery, installation, or acceptance are delayed or rendered impossible due to reasons beyond ZIEMER's control. Payments may not be withheld or set off by Customer based on claims or counter claims not accepted by ZIEMER. Customer owes interest for late payment to ZIEMER if contractual payment deadlines are not met, beginning with the due date and without reminder. Interest for late payment will be according to usual interest rates at Customer's domicile, but at least 6% per year. Payment of interest is not a substitute for payment according to the terms of the contract.
- Reservation of Title: ZIEMER shall remain the owner of all goods until having received the full payments in accordance with the contract. It is Customer's obligation to maintain goods in good condition and to insure goods, for ZIEMER's benefit, against theft, fire, water and any other risks, at its own costs. Customer is to take all necessary steps to ensure that ZIEMER's title to the goods will be neither diminished nor waived.
- Delivery Period: Delivery deadline begins when purchase agreement takes effect, formalities such as import permits and payment documents have been issued, prepayments due with order and agreed-upon payment guarantees have been issued, and all major technical issues have been clarified. Delivery terms shall be considered fulfilled when a statement announcing readiness for shipment has been dispatched by ZIEMER to Customer. If Customer is in default with its contractual obligations, ZIEMER shall be freed from its delivery obligations. In case of force majeure events which cannot be prevented by ZIEMER with reasonable effort and caution, or if Customer is in default with meeting its obligations, notably if Customer fails to meet payment deadlines, delivery deadline will be extended by a suitable amount of time. Penalty clauses for delayed delivery are subject to separate written agreement. Partial shipments shall be permitted. Penalty clauses shall not apply if ZIEMER meets Customer's requirements with partial deliveries or by substitution. Customer waives its right to claim damages or dissolution of contract due to delayed shipment, unless Customer is able to prove that the delay is due to any unlawful intent or gross negligence on the part of ZIEMER.
- Inspection and Acceptance
ZIEMER shall inspect goods as usual before shipment. If Customer requires special tests, these must be agreed upon in writing by ZIEMER and paid for by Customer. Customer shall inspect goods within 10 days of receipt and shall inform ZIEMER in writing without delay, with details, of any faults or missing components. Having been notified of defects, ZIEMER shall remedy them within reasonable time and Customer shall give ZIEMER the possibility of doing so. After remedy of such defects, an acceptance test may be carried out at the request of Customer, however, only based on a separate agreement in writing.
- Packaging: Packaging materials shall be invoiced to customers and shall not be returnable to ZIEMER unless otherwise agreed by the parties in writing. If, however, materials were specially designated as ZIEMER property, they must be returned prepaid to ZIEMER without delay.
- Transfer of Title and Risk: Benefit from the goods, and risks for loss and damage shall transfer to Customer at the date of shipment to Customer, unless otherwise agreed to between the parties in writing. If shipment is delayed or rendered impossible due to reasons outside ZIEMER's control, the shipment will be put in storage by ZIEMER at Customer's expense and risk.
- Transport and Insurance: ZIEMER shall take steps to ensure suitable consignment. If Customer does not stipulate a particular method, ZIEMER shall determine the method in such a way as to safeguard the interests of the Customer. Customer's special requirements concerning shipment and insurance must be communicated to ZIEMER in good time. Shipment will be at Customer's expense and risk unless otherwise agreed in writing. Complaints concerning transportation must be made without delay by Customer / recipient upon receipt of shipment or shipping papers, and must be directed to the last carrier.
- Liability and Warranty Liability and warranty for the products of ZIEMER are covered only as specified in ZIEMER’s Limited Warranty Terms. Regulations for immaterial goods are subject to a separate agreement. Customer shall pay the costs of transportation from/to ZIEMER’s domicile and costs of administration etc. for all Products having been repaired or replaced under warranty.
- Place of Jurisdiction; Applicable Legislation: All contractual agreements and transactions shall be governed and construed according to Swiss Law. The courts at ZIEMER's domicile shall hold jurisdiction.
Limited Warranty Terms
- General: Ziemer Ophthalmic Systems AG (hereinafter called "ZIEMER") warrants to the owner of a valid proof of purchase ("Consumer") that the products and all accessories provided by ZIEMER in the sales package, but excluding immaterial goods, ("Product") are free from material defects in materials, construction and workmanship, pursuant to the following terms and conditions, when installed and used normally and in accordance with operation instructions. This limited warranty extends only to the Consumer of Products purchased and used within the sales area covered by ZIEMER, other applicable agreements notwithstanding.
- Limited Warranty: During the limited warranty period, ZIEMER’s authorized service representatives will repair or replace, at written notice by the Consumer, at ZIEMER’s option, without charge, a Product which is not free from material defects in construction, material or workmanship ("Materially Defective Product") and therefore is unusable or defective. If ZIEMER repairs this product, ZIEMER may use new or refurbished replacement parts. If ZIEMER chooses to replace this product, ZIEMER may choose to replace it with a new or refurbished product of the same or similar design. ZIEMER will return repaired or replacement Product to Consumer in working condition only, if not agreed otherwise in writing. Replaced parts, modules or equipment will be returned into ZIEMER's property. Repair or replacement of Product, at ZIEMER’s option, is Consumer’s exclusive remedy.
- Duration of Limited Warranty Period: The Limited Warranty Period for the Product extends for one (1) year. The Limited Warranty period starts on the date of the delivery to the Consumer, at the latest on the date of issue of the delivery note from Distributor to Consumer, but ends at the latest fourteen (14) months from the date shown on the delivery note from ZIEMER to the Distributor. If ZIEMER repairs or replaces the Materially Defective Product under the terms and conditions of this limited warranty, this limited warranty also applies to repaired or replacement Products for a period of either (a) 90 days from the date repaired or replacement Product is shipped to Consumer or (b) the time remaining on the original one-year warranty, whichever is longer. For consumable products carrying an expiration date, the Limited Warranty ends, at the latest, at the date of expiration printed on the product packaging.
- Coverage of Limited Warranty: The limited warranty covers exclusively and only defects in material, construction or workmanship of the Products and does among others not cover:
a) Product that has been subjected to misuse, accident, incident, shipping or other physical damage, improper installation, abnormal operation or handling, neglect, inundation, fire, smoke, liquid intrusion in any form, chemical or electrolytic influences, normal indicated or excessive use; or
b) Product that has been used by a non-authorized user; or
c) Product that has been damaged due to repair, service, alteration, and use of parts other than ZIEMER's or modification by anyone other than an authorized service representative of ZIEMER; or
d) Consumable or Disposable Products or components;
e) Product to the extent that the problem experienced is caused by radiation in any form, signal conditions, network reliability or cable or antenna systems; or
f) Product to the extent that the problem is caused by use with electrical or electronic accessories not provided by ZIEMER; or
g) Product whose warranty/quality sticker, product serial number label or electronic serial number information have been removed, altered or rendered illegible; or
h) Product returned without valid RMA-Number (Return Merchandise Authorization Number) and valid proof of purchase; or
i) Charges for installation or set-up, adjustments of customer controls, and installation or repair of systems outside the unit, as well as
j) Any other reasons, which ZIEMER is not responsible for. Furthermore, ZIEMER does NOT warrant that the results obtained from the use of Product will be accurate or reliable.
- Special Terms for Software and Firmware: ZIEMER warrants that software disks will be free from defects in materials and workmanship under normal use for ninety (90) days from the date Consumer receives the Software. ZIEMER does NOT warrant that the functions of the Software or Firmware will meet Consumers' specific requirements or that operation of the software will be uninterrupted or error-free.
- Transfer of Title and Risk: Benefit from the Product and risk for loss and damage shall transfer to Consumer at the date of shipment to Consumer EXW (INCOTERMS 2010), unless otherwise agreed in writing. Transportation- and administration costs to the service location are to be paid by the Consumer. ZIEMER will return repaired or replaced Product under this limited warranty to Consumer, transportation, delivery administration costs prepaid by Consumer. ZIEMER assumes no risk for damage or loss of the Product in transit.
- Inspection and Acceptance: If the Product failure is not covered by this limited warranty, or proof of purchase does not meet the terms of this limited warranty, ZIEMER will notify Consumer and will request that Consumer authorizes the cost of repair without warranty coverage prior to any further repair activity. Consumer must pay for the cost of repair and return shipping costs for the repair of Product that are not covered by this limited warranty.
- Warranty Service: To obtain warranty service, Consumer must:
a) contact ZIEMER to obtain a RMA-Number and return shipping instructions. The RMA-Number is valid for thirty (30) days from date of issue;
b) return the entire original package and contents including the Product to the ZIEMER service location along with a description of the malfunction or difficulty and ensure that package is marked with the RMA-Number;
c) include “valid proof of purchase” (Sales receipt) identifying the Product purchase and the date of purchase or receipt; and
d) provide your name, complete and correct mailing address, and telephone number.
- Disclaimer of warranty and Liability: ZIEMER provides no other warranty to this Product. The warranty exclusively describes all of ZIEMER’s responsibilities regarding the Product. ZIEMER makes no representation or warranties, either expressed or implied, by or concerning any content of materials such as information, documents or software, and in no event shall be liable for any implied warranty of merchantability or fitness for any particular purpose or for any consequential, incidental or indirect damages (including but not limited to damages for loss of business profits, business interruption and loss of business information) arising from the use or inability to use these materials or Products. No one is authorized to make modifications to this limited warranty and Consumer should not rely on any such modification. In no case whatsoever shall Consumer be entitled to claim damages other than occurred on the Product itself. It does apply, however, to the unlawful intent or gross negligence of persons employed or appointed by ZIEMER to perform any of its obligations. Any liability of ZIEMER shall in any case be limited to the purchase value of the Product. Some countries may not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations offending the above mentioned law may not apply to Consumer.
- Place of Jurisdiction; Applicable Legislation: These Limited Warranty Terms are subject to Swiss law. The courts at the domicile of ZIEMER shall hold jurisdiction.
Ziemer Ophthalmic Systems AG
CH-2562 Port, Switzerland