General Terms and Conditions (GDT)
These General Terms and Conditions (hereinafter referred to as "GTC") apply both to the sale of finished and/or custom products sold at Blacktable System eShop or purchased with orders made by hand (hereinafter jointly referred to as "Deliveries").
All our Deliveries are subject exclusively to the following GTC. We do not accept any conflicting or different terms and conditions of theCustomer not contained in our GTC unless expressly agreed in writing.
Together with the description of Blacktable products and services stated in your order, these GTC constitute the entire agreement between you and Blacktable for your purchase of Blacktable products. No amendment to these GTC shall be effective unless agreed upon in writing by you and Blacktable.
Your order of a Blacktable product only constitutes an offer to buy from Blacktable in accordance with these GTC. Blacktable reserves the right to accept or reject any order in its sole discretion. Blacktable does not guarantee that any product or service listed on the website will be available for purchase.
Upon receipt of your order, Blacktable will send you an automated order confirmation that lists the details of your order. Your order is accepted by Blacktable and a contract on the sale and delivery of the product is considered to have been formed only upon Blacktable sending you a written order confirmation. The order confirmation does not have to be signed by Blacktable and may be transmitted by e-mail.
Once you have submitted an order, you may submit a request to make changes to your order, but such changes will not take effect unless Blacktable provides written or electronically transmitted acceptance of your request. All offers of Blacktable in the Online Shop are only available in quantities suitable for an average household per order and per product in the case of several orders.
Promotions displayed on our e-commerce are binding unless they contain manifest errors.
Offers sent by hand
Unless otherwise expressly agreed, our offers and quotations sent by hand are not binding until confirmed in writing, tacitly accepted with the execution, or with the issue of an invoice.
All closed contracts are valid only if the necessary export licenses are granted. Also, they don't have to conflict with our position as the exporter — nor do they have to conflict with the export regulations our suppliers comply. Illustrations, drawings, calculations and other documents relating to products, applications or projects containing know-how or valuable information remain our exclusive property and are subject to our copyright: even if delivered to the customer, they may not be reproduced or made available to third parties without our prior written consent.
Intellectual property rights
Blacktable has exclusive rights to all results of the work, know-how and intellectual property rights obtained by us in connection with deliveries and/or collaboration between the customer and us unless it has entered into an express and separate written agreement with the customer.
Any transfer of industrial property rights requires an express written agreement between the parties.
Infringement of third party intellectual property
To the extent that a third party raises a justified claim against the customer due to infringement of the industrial property rights of a product supplied and used by the customer following the contract, we shall be liable to the customer. We shall act, at our discretion, to the following extent:
Blacktable reserves the right to request the purchase of rights of use for the products in question;
Blacktable reserves the right to modify them in such a way that the industrial property rights of third parties are not violated;
Blacktable reserves the right to replace them. "Intellectual Property Rights" within the meaning of these Terms and conditions are: patents, utility models, design patents, trademarks (including their applications) and copyrights.
If we are not able to act through the proposals described above, or if such measures prove financially impracticable, the Customer has the right to withdraw from the contract or to obtain a price reduction. The above obligations only exist to the extent that the customer informs us immediately in writing about the claims of third parties, does not recognize any violation — and all defensive measures and conciliation procedures remain confidential to us.
If the customer ceases to use the purchased product to reduce damages or for other important reasons, the customer shall notify the injured party of the cessation of use. In this case, the termination cannot be interpreted as an acknowledgement of a violation of industrial property rights. The customer's claims are excluded to the extent that the customer is solely responsible for the infringement of industrial property rights.
Customer claims are also excluded to the extent of the infringement of protective rights:
- is due to the customer;
- is due to connection, mixing and/or processing by the customer and/or third parties;
- is due to use not foreseen by our regulations; is caused by the modification of the deliveries by the customer without authorization.
Claims against us or our auxiliaries — due to defects of superior property or different from those regulated in this section — are excluded.
In case of resale of the object of supply, the customer must respect the regulations of his country.
The customer is obliged to reimburse us for all damages and expenses resulting from the non-observance of the provisions of this article — and to compensate us for any claims by third parties made against us.
Should any provision of these Terms of Sale be or become ineffective, invalid or unenforceable, the validity or enforceability of the other provisions shall not be affected. In such a case, the parties shall agree on a valid and enforceable provision that is as close as possible in its economic equivalent to the ineffective, invalid or unenforceable provision.
Place of fulfilment
Place of fulfilment for all obligations arising from the contractual relationship is 6928 Manno, Switzerland.
Governing law and jusrisdiction
The contract is governed by Swiss law and the parties submit to the exclusive jurisdiction of the Swiss courts.
Prices and delivery costs
All prices for orders submitted through the Blacktable eShop are based on the prices that are listed on our website at the time of your purchase. Blacktable reserves the right to list different prices for purchases between BtoB, BtoC, BtoBtoC and in the Online Shop.
The applicable VAT, import duties, export and import practices, packaging and shipping costs may be totally or partially included or they can be are added to the net price shown in the checkout page of the Online Shop.
In all other cases, unless expressly mentioned, all prices are intended as "ex works" (Incoterms 2010).
The Blacktable Pricing and payments page is a part of these GTC and is incorporated here in by this reference.
Terms of payment
Unless otherwise agreed, all orders shall be paid at the time of purchase and prior to delivery, and all payments and other financial requirements under your order shall be in the Euro and made by credit card.
The Blacktable Pricing and payments page is a part of these GTC and is incorporated herein by this reference.
Blacktable reserves ownership of all items in the delivery until full payment. This also applies if the payment has been made for certain deliveries specified by the customer. If the ownership retention is linked to special conditions or forms in the customer's country, the customer is obliged to notify us and to guarantee fulfilment at his own expense.
Delivery will be made to the delivery address indicated on your order. Delivery will not be made to any other address.
Delivery dates are only binding if Blacktable has expressly agreed to them in writing. Otherwise, any delivery dates indicated on the website or on any order or other document provided by Blacktable are estimates only. Delays in delivery do not entitle you to refuse to accept the product, to cancel your order or to claim damages. Partial deliveries are permitted and do not entitle you to refuse to accept the product.
You will be contacted by Blacktable or a third party engaged by Blacktable prior to delivery in order to set the delivery time.
If Blacktable or the third party engaged by Blacktable is not able to deliver your order at the time agreed with you to make the delivery because the delivered product(s) do not fit into any entrance, doorway or stairs, because you are not present at the agreed time or you otherwise refuse delivery, you will be required to bear all costs incurred in connection with any subsequent transfer, restocking, storage and delivery of the product(s).
The Blacktable Shipping and delivery terms page is part of these GTC and are incorporated herein by this reference.
Benefit and risk
The risk of accidental destruction or accidental deterioration of the supply items passes to the customer as soon as the supply items have been handed over to the person carrying out the transport, at the latest when the supply items leave our distribution center. This also applies in case we have to take care of the delivery.
If the shipment is delayed for reasons attributable to the customer, the risk of accidental destruction or accidental deterioration of the objects to be delivered passes to the customer when the objects to be delivered are ready for delivery — and the customer has been informed thereof.
If the contract provides for the use of shipping and risk-taking clauses by international custom, these must be interpreted following the InternationalRules for the Interpretation of Business Conditions (Incoterms 2010). For dedicated shipments, we will provide transport insurance only by prior agreement and at the expense of the customer.
Product Inspection, Acceptance and Returns
Blacktable products must be checked upon delivery without delay to ensure they are complete and free of defects. You must provide written notice to Blacktable within seven (7) business days of delivery of any incorrect deliveries, missing parts or defects which are ascertainable by reasonable inspection. Otherwise, if a defect only is detectable at a later date, you must provide written notice to Blacktable within fourteen (14) business days of its detection.
If such notification is not given in a timely manner, you will be deemed to have accepted the Blacktable products and you will be conclusively deemed to have waived all such claims and complaints other than claims covered by the Blacktable product warranty then in effect.
In the event of any defect, you shall retain the broken or damaged product and its original packaging for inspection by Blacktable.
If return of a product is authorized by Blacktable, Blacktable will issue a Return Authorization Number to you with shipping instructions.You cannot return a product to Blacktable without first receiving a return authorization number from Blacktable. If such Return Authorization Number is not requested within fourteen (14) business days after receipt of the Blacktable products, the Blacktable products will be deemed to have been accepted and you will be conclusively deemed to have waived all such claims and complaints other than claims covered by the Blacktable product warranty then in effect.
In addition, authorized returns are subject to a restocking charge equal to 15% of the purchase price of the returned Blacktable products, plus shipping and handling charges and costs, ifany, of restoring returned Blacktable products that are in damaged condition.
Limited Warranty, Exclusive Remedies and Disclaimer
A. Limited Warranty.
- Blacktable warrants that the material and workmanship of the products will conform to Blacktable’s published product specifications in effect on the date of delivery to you for a period of 2 (two) years from the date of delivery. This limited warranty does not cover: 1. Surface conditions, normal wear and tear, neglet, accidents, acts of god, acts of terrorism, damage in transit, abuse, improper maintenance of storage, or any addition of or combination with your own materials after product installation;
- Damages resulting from the assembly; installation, repair, reconfiguration or alteration of the product other than by Blacktable or a Blacktable authorized person, or the product not being used in accordance with Blacktable instructions;
- Minor deviations in the construction, color or material used or from the specifications published on the Internet or elsewhere (especially with regard to surfaces);
- Natural variations to color, grain or texture of wood, metal or plastic over which Blacktable has no control;
- The matching or compatibility of color, grain or texture unless expressly agreed to by Blacktable in writing.
B. Exclusive Remedies.
In case of breach of warranty or any other duty related to the quality of the products and services delivered by Blacktable, you shall promptly notify Blacktable and make such product available for correction. Blacktable shall at is option, repair or replace the defective product. If Blacktable determines that a defective product cannot be repaired or replaced within a reasonable period of time, you will receive a reduction in the price or, in the case of serious defects, a refund of the price that you actually paid to Blacktable for such product. The foregoing are your exclusive remedies for breach of warranty or any other duty related to the quality of the products and services delivered by Blacktable.
Except as expressly provided in this section or except as may be otherwise prohibited by applicable laws, all warranties, conditions, representations, indemnities and guarantees with respect to the products, whether express or implied, arising by law, custom, prior oral or written statements by blacktable or otherwise (including, but not limited to any warranty of merchantability or fitness for particular purpose) are hereby excluded and disclaimed.
Limitation of Liability and No Consequential Damages
Blacktable’s liability for any claim of any kind, whether based in contract, tort (including negligence and strict liability) or otherwise for any expense, injury loss or damage arising out of or in connection with the design, manufacture, sale, delivery, inspection, assembly, installation, maintenance, repair, application or use of any product furnished to you hereunder shall in no case exceed the purchase prices of the product which gives rise to the claim.
Under no circumstances shall Blacktable be liable for any consequential, indirect, special punitive or incidental damages or lost profits, whether foreseeable or unforeseeable, based on your claims, arising out of breach or failure of express or implied warranty breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Some jurisdictions do not allow exclusions or limitations of liability and consequential damages, so the above limitation may not completely apply to you.
Blacktable shall not be liable for any loss or damage as a result of any failure to perform or any delay in delivery or installation due to any cause beyond Blacktable’s control, including but not limited to acts of God, strikes or other labour difficulties, disruption of operations, natural disasters, war, epidemics, governmental acts or orders or transportation.
If (a) a product is subjected to, or a claimed defect thereof arises as a result of, accident, misuse, neglect, alteration, unauthorized relocation, improper repair or maintenance, failure to install, or removal of safety devices provided or required by Blacktable or any other act or omission by you; or (b) a product is installed, maintained or used contrary to Blacktable’s instructions or recommendations; or (c) a change is made to any Blacktable trademarks located on the product, then you agree to indemnify, defend, and hold Blacktable, its affiliates and business partners and each of their respective directors, officers, employees, contractors and agents harmless from and against any and all claims of any kind whether based on contract, tort (including negligence or strict liability), or otherwise, for any losses, expenses (including reasonable attorneys’ fees), damages, and liabilities, whether direct, indirect, special, incidental or consequential, which may arise out of the use or misuse of such product, except those caused solely by defects in materials or workmanship, or by the sole negligence of Blacktable.
Quality and suitability for standard and custom models
The quality and suitability are exclusively and exhaustively regulated in the datasheet or instruction manual referring to the respective product, in our order confirmation, in these Terms and conditions, and in the product information. Further requests for quality and suitability are generally excluded.
If the delivery items are prototypes, demos, custom products, pre-series products, functional modules, the following applies, taking this into account:
the specific technical configuration of the products and the static documentation are delivered;
the technical data may be subject to marginal changes;
safety guidelines must be strictly observed. In case of problems with a product, the customer must contact the address indicated in the order confirmation without delay;the products must be used only for the designated and clearly inferable purpose;
the products must be used only in such a way that in case of failure or breakage a risk to life and limb, to machines or other valuable goods is excluded.