GENERAL TERMS & CONDITIONS

1. General

1.1 These general terms and conditions ("Terms and Conditions") apply to all offers, quotations and sales of goods and/or services by PMX Systems GmbH ("PMX Systems") to any purchaser or potential purchaser transacting with PMX Systems in a business capacity ("Buyer").

1.2 If PMX Systems and Buyer have entered into a separate written contract relating to the sale of products or the provision of services, including without limitation a reseller or distributor or solution partner agreement, these Terms and Conditions shall additionally apply to purchases under the separate agreement to the extent they are not inconsistent with the terms of the separate agreement.

1.3 Any agreement between PMX Systems and Buyer shall be binding only if, and to the extent that, an individual order is accepted by PMX Systems. PMX Systems shall have full discretion in accepting or rejecting any order.

1.4 Except as set forth in Condition 1.2, these Terms and Conditions shall be exclusive of and prevail over all other terms or conditions, written or oral, implied by trade custom or course of dealing, wherever appearing or however introduced (including those in catalogues, specifications, or any Buyer general terms and conditions, request for quotation, order or confirmation) unless expressly otherwise agreed by PMX Systems in writing. All other terms or conditions are expressly rejected by PMX Systems. By placing an order Buyer agrees to be bound by these Terms and Conditions whether or not expressly so stated in any order, confirmation or otherwise. Each deviation from or modification to these Terms and Conditions requires the express written agreement of PMX Systems in each instance. Modification or waiver of any provision in one instance shall not constitute modification or waiver in any other instance. PMX Systems may amend these Terms and Conditions at any time, by taking reasonable steps to inform Buyer of such amendment. Any such amendment will not apply to any outstanding orders already accepted at the time of the amendment.

1.5 Buyer may not, without PMX Systems's prior written consent, assign all or any of its rights under any contract incorporating these Terms and Conditions.

1.6 Any reference in these Terms and Conditions to PMX Systems shall be taken to include a branch or business division of PMX Systems as the case may be.

1.7 Nothing in these Terms and Conditions shall impose, limit, or exclude any right or obligation to the extent that it is not permitted to impose, limit, or exclude any such right or obligation under applicable law.


2. Quotations

No quotation of PMX Systems shall constitute an offer.


3. Specification

3.1 Goods are supplied in accordance with PMX Systems's standard specifications but PMX Systems reserves the right to make such improvements and modifications in such specifications (provided that such improvements or modifications do not materially affect the form, fit or function of the goods) without prior notice as it or its suppliers consider desirable in the circumstances, without obligation to modify or change any goods previously delivered or to supply new goods in accordance with earlier specifications, unless PMX Systems agrees otherwise in writing at the date of reservation of the goods.

3.2 If PMX Systems or its suppliers wishes to make any improvements or modifications to any goods to be supplied to Buyer that would affect form, fit or function, PMX Systems shall not implement such improvement or modification without the agreement of Buyer.

3.3 If Buyer wishes to change the specification of any goods to be supplied by PMX Systems then PMX Systems shall not be obliged to agree to such change. If PMX Systems does agree to any proposed change requested by Buyer PMX Systems shall be entitled to adjust the price, delivery, and warranty accordingly.

3.4 All technical information and particulars of goods and performance given by PMX Systems are given as accurately as possible but are not to be treated as binding or as forming part of any contract with Buyer unless specifically confirmed or agreed by PMX Systems in writing.


4. Packing

The specification for packaging the goods shall be entirely at the discretion of PMX Systems who shall have the right to pack all goods in such manner, with such materials, and in such quantities as PMX Systems reasonably thinks fit and shall not be obliged to comply with any packaging instructions or requests from Buyer. The cost of special packaging, if agreed or deemed necessary by PMX Systems, shall be an additional charge.


5. Price

5.1 All prices are calculated in CHF (Swiss francs). Quotations in foreign currencies are converted by way of exception and at the current daily exchange rate of the Swiss Federal Tax Administration. If the exchange rate changes by more than 5% between the conclusion of the contract and the payment deadline, PMX is authorized to adjust the invoice accordingly.

5.2 Prices lists are subject to alteration by PMX Systems at any time without prior notice. In the event that Buyer has placed an order, PMX Systems shall notify Buyer of any alteration in price, whereupon Buyer may cancel the order (without liability to PMX Systems) by giving notice in writing to PMX Systems within 7 days.

5.3 Buyer shall bear the cost of any applicable sales, value added, excise, withholding or similar tax or duties in relation to the goods unless Buyer provides PMX Systems with a tax exemption certificate or license acceptable to the taxing authorities before shipment.


6. Delivery

6.1 PMX is responsible for the delivery of the goods to the named place of destination at the buyer's premises (Incoterms DAP), but not for the import formalities in connection with the import in the country of destination.

6.2 The price for delivery (including insurance costs) will be invoiced separately to the buyer. If the Buyer wishes to use a method of transport other than PMX Systems' usual method, this requires the prior consent of PMX Systems.

6.3 PMX Systems may make part-deliveries. No partial delivery shall affect Buyer's obligation to pay for any other part of the order.

6.4 Goods shall be signed for on receipt.

6.5 Any alleged discrepancy in delivery must be notified (i) to PMX Systems in writing within 5 days of receipt of the goods, and (ii) to the carrier in accordance with all applicable legal requirements (if any).

6.6 All complaints not so filed are waived to the extent permitted under applicable law.


7. Payment

7.1 All payments by Buyer for the goods and/or services shall be made to PMX Systems in accordance with terms of settlement (if any) agreed between PMX Systems and Buyer in respect of the relevant order.

7.2 Without prejudice to PMX Systems's other rights and remedies, including the right in any event to sue for the price whether or not the property in the goods has been passed, interest at the rate agreed between PMX Systems and Buyer in respect of the relevant order may be charged on the amount of any overdue account from the due date until the date of final settlement. In the event that no such rate is expressly specified, then the maximum rate of default interest chargeable under the applicable law shall apply. Such interest shall accrue on a daily basis from the due date until the date of the actual payment of the overdue amount, whether before or after judgement.

8. Risk

The risk of loss or damage to the goods shall pass to Buyer upon delivery of the goods at Buyer's authorized trading premises specified in the order by Buyer or to a carrier on Buyer's behalf (whichever is sooner). This passing of risk applies notwithstanding the fact that PMX Systems may have arranged transportation insurance.


9. Property in Goods

9.1 PMX Systems shall retain title to the goods until it has received payment in full of all sums due and/or owing in connection with the supply of all goods and services to Buyer at any time. For these purposes PMX Systems has only received payment when irrevocably credited to its bank account.

9.2 Until title to the goods has passed to Buyer, Buyer shall:

    1. hold the goods on a fiduciary basis as PMX Systems’s Bailee, and act in a manner consistent with that status;
    2. not remove deface or obscure any identifying mark or packaging on or relating to the goods;
    3. store goods owned by PMX Systems in such a way that they are clearly identifiable as PMX Systems's property and maintain records, identifying them as PMX Systems's property;
    4. provide to PMX Systems such information relating to the goods as PMX Systems may reasonably require from time to time, in respect of: (i) the persons to whom it sells or disposes of such goods, and (ii) the payments made by such person for such goods;
    5. maintain the goods in the condition in which they were delivered and keep insured against all risks from the date of delivery by PMX Systems to Buyer; and


    9.3 All goods supplied by PMX Systems in Buyer's possession shall be presumed to belong to PMX Systems unless, Buyer can prove otherwise.

10. Buyer’s Default or Insolvency

10.1 If Buyer:
(i) is in breach of any of these Terms and Conditions; 
(ii) fails to make any payment to PMX Systems when due;  
(iii) becomes subject to any of the events listed in Condition 10.2; or 
(iv) is in PMX Systems's reasonable belief about to become subject to any of the events listed in Condition 10.2 and PMX Systems notifies Buyer accordingly, then PMX Systems shall have the right, without prejudice to any other remedies:

    1. to enter without prior notice any premises where goods owned by PMX Systems may be, and to repossess and dispose of any goods owned by PMX Systems so as to discharge any sums owed to PMX Systems by Buyer, to the extent permitted under applicable law;
    2. to require Buyer not to resell or part with possession of any goods owned by PMX Systems until Buyer has paid in full all sums owed by it to PMX Systems; and/or
    3. to cancel or suspend all further deliveries under these Terms and Conditions or under any other contract between Buyer and PMX Systems without incurring any liability to Buyer.

10.2 For the purposes of Condition 10.1, the relevant events are if Buyer:

    1. is involved in any legal proceedings concerning its solvency;
    2. commits an act of bankruptcy or is adjudicated bankrupt;
    3. enters into liquidation, whether compulsory or voluntary, other than for the purposes of amalgamation or reconstruction;
    4. makes an arrangement with its creditors or petitions for an administration order;
    5. has a trustee, receiver, administrative receiver or manager is appointed over all or part of its assets;
    6. generally becomes unable to pay its debts;
    7. is subject to an event or proceeding in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events listed in Conditions 10.2.1 to 10.2.6;
    8. suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or
    9. is subject to their financial position deteriorating to such an extent that, in PMX Systems’s reasonable opinion, Buyer’s capability to adequately fulfil its obligations under the Terms and Conditions is at risk.

10.3 Termination of a contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination of the contract shall continue in full force and effect.


11. Claim

Any complaints against PMX Systems (other than where a specific timescale is detailed in Condition 6.5) must be made within one month of the date upon which Buyer became aware or ought to have become aware of the circumstances giving rise to the complaint. All complaints not so filed are waived.


12. Warranty

12.1 PMX Systems warrants that goods sold hereunder will conform to the published or otherwise agreed specification(s) at the time of delivery and for the period set out in the manufacturer’s guarantee applicable to the goods. If Buyer alleges that the goods do not conform to the published or otherwise agreed specification at the time of delivery to Buyer, Buyer shall forthwith notify PMX Systems in writing of the alleged defects and shall, at PMX Systems's option, return the goods and packing at its own expense to PMX Systems or, where so directed, hold the goods and packing for inspection by PMX Systems. If the goods are proved not to conform to the published or otherwise agreed specification at the time of delivery or during the period of the manufacturer’s guarantee, PMX Systems undertakes to arrange for the repair or replacement of such goods free of charge, provided such goods have been paid for in full by Buyer. These Terms and Conditions shall apply to any repaired or replacement goods supplied by PMX Systems under the terms of this warranty.

12.2. PMX Systems shall indemnify Buyer against any cost or damages arising out of any court judgment or final arbitral award that the normal use or possession of the goods (but not goods incorporating the goods supplied by PMX Systems or goods produced to a specification and/or design prepared or supplied by Buyer) infringes the property rights of any third party, provided: 
(i) Buyer is in compliance with these Terms and Conditions; 
(ii) PMX Systems is given immediate and complete control of such claims; 
iii) Buyer does not prejudice PMX Systems's defense to such claim; and 
(iv) Buyer gives PMX Systems all reasonable assistance with such claim. PMX Systems shall have the right to replace or change all or any part of any goods in order to avoid infringement. The foregoing states the entire liability of PMX Systems to Buyer in respect of the infringement of the intellectual property rights of any third party. PMX Systems's liability hereunder shall not exceed the price paid by Buyer to PMX Systems for any infringing or allegedly infringing goods. Buyer shall provide PMX Systems with an identical indemnity, mutatis mutandis, for any claim against PMX Systems that arises out of or in connection with: 
(i) any goods of Buyer that incorporate goods supplied by PMX Systems; or 
(ii) PMX Systems’s use of Buyer specification as provided for in Condition 3.3.

12.3 The express warranty and undertaking above shall be the full extent of PMX Systems's liability in respect of the sale of goods or supply of services. Accordingly, PMX Systems disclaims all other liability for loss or damage howsoever caused (except as provided in Condition 12.5) arising out of the purchase, possession, sale or use by Buyer of any goods or services provided, and all other terms, conditions, and warranties express or implied whether statutory, arising out of trade usage or otherwise are hereby excluded.

12.4 In no event shall PMX Systems be liable in contract law or otherwise for any indirect, special, punitive or consequential damages or for any loss of business or goodwill, loss of revenue or loss of profits, howsoever arising under or in connection with the supply of goods and/or services under these Terms and Conditions.

12.5 Nothing in these Terms and Conditions shall limit or exclude PMX Systems’s liability in respect of any liability which PMX Systems is not permitted to limit or exclude under any applicable law.


13. Confidential Information

13.1 Buyer shall not, without PMX Systems's written consent, disclose to any third party any secret or confidential information supplied by PMX Systems to Buyer. 

13.2 Buyer shall not copy or reproduce any drawings, specifications, or other written material supplied by PMX Systems in connection with the goods or any of the goods themselves or any part thereof.


14. Intellectual Property

14.1 Unless otherwise acknowledged, PMX Systems is the owner of all intellectual property rights (including without limitation all copyright, design rights, trademarks, trade secrets, patents and patentable processes) in: 
(i) the name "PMX Systems"; 
(ii) any and all service-marks, trademarks and trade names now or in the future used in connection with the goods (together the "Marks"); 
(iii) the goods supplied; and 
(iv) the accompanying drawings, specifications or other written materials supplied with the goods.

14.2 Buyer will not utilize the Marks for any purpose other than the sale and advertisement of the goods, and, in utilizing the Marks, Buyer shall conform to the standards which PMX Systems may from time to time prescribe in relation to the size, design, position and appearance of the Marks.

14.3 Buyer will not remove any marks, logos, notices or serial numbers from the goods.


15. Compliance with Law

Buyer expressly agrees that it will comply with all applicable laws (including complying with and obtaining appropriate permits in accordance with all applicable export and customs laws) in respect of the export or use of any PMX Systems goods (including but not limited to PMX Systems Software), and that it will not permit any export or use which does not comply with such laws.


16. Force Majeure

16.1 PMX Systems shall not be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent that such failure or delay is caused by any event beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable (an event of “Force Majeure”).

16.2 PMX Systems shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any order or contract under these Terms and Conditions if it is affected by an event of Force Majeure.


17. Cancellation of Orders

17.1 No cancellation of any order by Buyer shall be accepted by PMX Systems unless:

    1. the cancellation is received by PMX Systems in writing within 14 days; and
    2. PMX Systems accepts such cancellation in writing and is paid by Buyer 
      (i) the sales value to PMX Systems of that part of the goods completed and work done in connection with the order, 
      (ii) the sales value of any items or materials bought by PMX Systems which cannot reasonably be used elsewhere by PMX Systems, and 
      (iii) any other costs and liabilities which PMX Systems incurs by reason of Buyer's cancellation.

17.2 Any extra cost or liability incurred by PMX Systems due to suspension of work or of deliveries, or lack of or mistaken instructions from Buyer, or to any interruptions or delays attributable to Buyer, shall be added to the price of the goods and/or services and paid for by Buyer.

18. Return Policy

18.1 Conditions for Returns:

      1. The Goods were purchased in the last 14 days
      2. The Goods are in the original packaging
      3. The following Goods cannot be returned:
  • The supply of Goods made to Your specifications or clearly personalized.
  • The supply of Goods which according to their nature are not suitable to be returned, deteriorate rapidly or where the date of expiry is over.
  • The supply of Goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery.
  • The supply of Goods which are, after delivery, according to their nature, inseparably mixed with other items.


​iv. We reserve the right to refuse returns of any merchandise that does ​not meet the above return conditions in our sole discretion.

18.2 Returning Goods:

18.2.1 You must obtain an RMA (Return Authorisation) number from PMX Systems first to send back goods. Returned goods without a valid RMA number will not be accepted.

18.2.2 You are responsible for the cost and risk of returning the goods to us

18.2.3 PMX is responsible for the cost of sending repaired goods back to the buyer

18.2.4 We cannot be held responsible for goods damaged or lost in return shipment. Therefore, We recommend an insured and trackable mail service. We are unable to issue a refund without actual receipt of the goods or proof of received return delivery


19. No Waiver

Failure or delay by either party to enforce any provision of these Terms and Conditions shall not be deemed a waiver of future enforcement of that or any other provision.


20. Miscellaneous Provisions

    1. These Terms and Conditions and any dispute or claim arising out of or in connection with an order, its subject matter, or formation (including non-contractual disputes or claims) shall be subject to and construed under Swiss law, excluding conflict of law rules, and the parties hereby submit to the exclusive jurisdiction of the Swiss courts concerned for that purpose. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to contracts concluded under these Terms and Conditions. 

    2. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in full force and effect in all other circumstances. If any provision is declared entirely void or unenforceable by a court of competent jurisdiction all other provisions of these Terms and Conditions shall remain in full force and effect.
       
    3. These Terms and Conditions apply in the English language. Any translations that may be provided are only for information purposes and the accuracy of any such translations should not be relied upon. If there is any conflict in meaning between the English language version of these Terms and Conditions and any version or translation of these Terms and Conditions in any other language, the English language version shall prevail.

    4. A person who is not a party to a contract to which these Terms and Conditions apply shall have no rights under or in connection with it.