General Terms and Conditions (GTC)

General remarks

These General Terms and Conditions (hereinafter referred to as "GTC") apply to the sale of both finished and custom products available for purchase at Blacktable System eCommerce website, as well as those that are ordered by hand (hereinafter jointly referred to as "Deliveries").

All Deliveries are exclusively subject to the following GTC. Any conflicting or different terms and conditions of the Customer that are not contained in our GTC will not be accepted unless they are expressly agreed upon in writing.

Together with the description of Blacktable products and services stated in your order, these GTC constitute the complete agreement between you and Blacktable regarding your purchase of Blacktable products. These GTC cannot be amended unless agreed upon in writing by both you and Blacktable.

Purchase orders

Your order of a Blacktable product constitutes an offer to buy from Blacktable in accordance with these GTC. Blacktable reserves the right to accept or reject any order at its sole discretion. While Blacktable strives to maintain accurate product availability information on its website, it does not guarantee the availability of any product or service listed.

Upon receipt of your order, Blacktable will send you an automated order confirmation containing the details of your order. However, the acceptance of your order and the formation of a contract for the sale and delivery of the product will only occur when Blacktable sends you a written order confirmation, which may be transmitted electronically and does not require a signature from Blacktable.

If you wish to make changes to your order after submitting it, you may submit a request to Blacktable. However, such changes will only be valid if Blacktable provides written or electronically transmitted acceptance of your request. Please note that all offers from Blacktable in the eCommerce website are only available in quantities suitable for an average household per order and per product in the case of multiple orders.

Campaigns and Promotions

Promotions displayed on our eCommerce website are considered binding, unless they contain manifest errors.

Other products displayed on pictures

The equipment visible on the surface of Blacktable products, as well as any accessories in the environment, are not included in the price and are not for sale.

Offers sent by hand

Unless otherwise expressly agreed, our offers and quotations sent manually are not considered binding until they are confirmed in writing, tacitly accepted through execution, or upon issuance of an invoice.

Export licenses

All closed contracts are valid only if the required export licenses are granted, and do not conflict with our position as the exporter or the export regulations of our suppliers. Illustrations, drawings, calculations, and any other documents related to products, applications, or projects that contain proprietary knowledge or valuable information are our exclusive property and are protected under our copyright. Even if delivered to the customer, these documents may not be reproduced or made available to third parties without our prior written consent.

Intellectual property rights

Blacktable retains exclusive rights to all work results, know-how, and intellectual property rights obtained through deliveries and/or collaboration with the customer, unless an express written agreement has been entered into between the parties. Any transfer of industrial property rights requires an explicit written agreement between the parties.

Infringement of third party intellectual property

Blacktable shall be liable to the customer 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. Blacktable reserves the right to take the following actions at its discretion:

• Request the purchase of rights of use for the products in question;
• Modify them in a way that the industrial property rights of third parties are not violated;
• Replace them.

"Iintellectual Property Rights" in these terms and conditions refer to patents, utility models, design patents, trademarks (including their applications), and copyrights.

If the above measures are not feasible or financially impractical, the customer has the right to withdraw from the contract or receive a price reduction. These obligations only apply if the customer informs us immediately in writing about the claims of third parties, does not acknowledge 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

Claims by the customer related to the infringement of protective rights are excluded to the extent that such infringement:

• is caused by the customer;
• results from the connection, mixing and/or processing of the products by the customer and/or third parties;
• results from a use not foreseen by our regulations;
• is caused by the modification of the products by the customer without our authorization.

Claims against us or our agents, arising from defects in the products that are different from those regulated in this section or that are due to superior property, are also excluded.

Resale

To ensure compliance with the regulations of the customer's country, it is the customer's responsibility to ensure that any resale of the supplied object meets all relevant requirements.

Failure to comply with this article may result in damages and expenses incurred by us. In such cases, the customer is required to compensate us for all related costs and any claims made by third parties against us.

Prices and delivery costs

All prices for orders submitted through the Blacktable eCommerce website are based on the prices that are listed 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 added to the net price shown in the checkout page of the eCommerce website.

In all other cases, unless expressly mentioned, all prices are intended as "ex works" (Incoterms 2010).

For further information regarding our pricing and payment policies, please refer to the Blacktable Terms of Sale page, which is incorporated by reference into these GTC.

Terms of payment

Please note that Blacktable accepts payments via credit card only, and all orders are required to be paid in full at the time of purchase and prior to delivery, unless otherwise agreed upon or offered on our eCommerce website. Furthermore, all payments and other financial requirements under your order must be made in Euros.

Credit cards

By submitting your credit card information to Blacktable, you confirm that you are at least eighteen years old and have the legal authority to use the credit card for payment purposes. You also authorize Blacktable to use your credit card information in accordance with our Privacy Policy, which may include sharing your information with third-party payment processors for the purpose of processing payments.

Please note that Blacktable uses third-party payment processors to process credit card payments on our behalf. While we take reasonable steps to protect your information, Blacktable is not responsible for the security of your information when it is in the control of the third-party payment processor. Therefore, you agree that Blacktable will not be held liable for any damages resulting from the use of your credit card information by the third-party payment processor.

 

Ownership retention

Ownership of all items in the delivery shall remain with Blacktable until full payment is received. This also applies in the event that partial payment has been made for specific deliveries designated by the customer. If ownership retention requires special conditions or forms in the customer's country, the customer must notify Blacktable and ensure compliance with such requirements at their own expense.

Delivery

To ensure a smooth and successful delivery of your order, we kindly request that you provide accurate and complete information when placing your order. Please note that delivery can only be made to the address specified during the ordering process and cannot be redirected to any other address.

While we strive to meet the estimated delivery dates provided on our website or in writing, please be aware that these dates are only estimates and delays in delivery may occur. We will make every effort to inform you of any delays and provide you with updated information on the expected delivery date.

However, we would like to draw your attention to the following disclaimer regarding delays in the production process and shipping:

• Delays in Production Process: We do not take any responsibility for delays that may occur during the production process. While we make every effort to ensure timely manufacturing of our products, there might be unforeseen circumstances that could cause unexpected delays. These circumstances may include but are not limited to supplier issues, manufacturing complications, or force majeure events.
• Delays in Shipping: We do not take any responsibility for delays that may occur during the shipping of our products. Once your order has left our premises and is in the hands of the shipping carrier, we rely on their services to deliver your order within the estimated timeframe. Delays in shipping can occur due to various factors, such as weather conditions, customs inspections, transportation disruptions, or other logistical issues.
• Indirect Consequences: We do not assume any liability for any indirect consequences that may arise as a result of delays in the production process or shipping. This includes, but is not limited to, financial losses, missed deadlines, or any other damages incurred due to delayed delivery.

Please note that the estimated production and shipping times provided on our website or during the order placement process are approximate and not guaranteed. While we strive to meet these estimates, they are subject to change without prior notice due to unforeseen circumstances.

By placing an order with, you acknowledge and accept that we are not liable for any direct or indirect damages resulting from delays in the production process or shipping.

Partial deliveries may be made, and you are not entitled to refuse delivery of the products in this case. Prior to delivery, we or our third-party delivery partner will contact you to arrange a suitable delivery time. It is important that you are present at the agreed time and that the delivery location is accessible for the delivery team.

If the delivery team is unable to complete the delivery due to any reason, including but not limited to the product(s) not fitting through an entrance, doorway, or stairs, or because you are not present at the agreed time, you will be responsible for all costs associated with subsequent transfer, restocking, storage, and delivery of the product(s). Similarly, if you fail to respond to calls or emails from our carrier, particularly if the goods are returned to our warehouse after two or more attempts, you will be responsible for the costs incurred.

We appreciate your cooperation in ensuring a successful delivery of your order.

Benefit and risk

The customer is responsible for any accidental destruction or deterioration of the items from the moment they are handed over to the carrier or leave our distribution center, whichever comes first. This includes delays in shipment caused by the customer.

International shipping and risk-taking clauses will be interpreted according to the International Rules for the Interpretation of Trade Terms (Incoterms 2010).

If the customer wants dedicated shipment insurance, they must make arrangements with us prior to shipping, and they will be responsible for the associated costs.

Product Inspection, Acceptance and Returns

Blacktable products must be checked upon delivery without delay to ensure they are complete and free of defects. All visible damages, in particular if the delivered packaging presents damages or if the packaging contains water, you must provide immediate written notice (and in any case within 24 hours) to Blacktable support by email at support@blacktable.pro. The email should include a detailed report of the damages and pictures that prove the external damage of the packaging. You have two days thereafter to open the package and check if the product is correct. Any incorrect deliveries, missing parts or defects which are ascertainable by reasonable inspection must be reported in writing within fourteen (14) business days of their 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 Shipping Label to you with shipping instructions. You cannot return a product to Blacktable without first receiving a return authorization by email.

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, if any, of restoring returned Blacktable products that are in damaged condition.

Returning custom-made models is generally not allowed as a matter of principle.

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 purchase. This limited warranty covers only the original purchaser of the product and is not transferable.

During the warranty period, Blacktable will, at its option, repair or replace any defective product or part thereof, or issue a refund of the purchase price paid for the product, provided that the product is returned to Blacktable in accordance with the Return Authorization Number procedures set forth in the Blacktable terms and conditions.

This limited warranty does not cover normal wear and tear, neglect, accidents, acts of god, acts of terrorism, damage in transit, abuse, improper maintenance or storage, or any addition of or combination with your own materials after product installation.

In addition, this limited warranty does not cover 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, are also not covered by this limited warranty.

Furthermore, natural variations to color, grain, or texture of wood, metal, or plastic over which Blacktable has no control are not covered by this limited warranty.

Finally, this limited warranty does not cover the matching or compatibility of color, grain, or texture unless expressly agreed to by Blacktable in writing.

Blacktable's sole obligation and liability under this limited warranty is limited to repair, replacement, or refund of the purchase price paid for the defective product, and in no event shall Blacktable be liable for any incidental, consequential, or punitive damages, or for any other damages, whether in contract, tort, or otherwise.

In case of a warranty claim, please contact Blacktable support at support@blacktable.pro.

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 its 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.

In case of warranty, please contact Blacktable at support@blacktable.pro.

Disclaimer

This means that, except as explicitly stated in the previous section or unless prohibited by law, Blacktable does not provide any other warranties, conditions, representations, indemnities or guarantees with respect to its products. This includes any warranties of merchantability or fitness for a particular purpose, whether such warranties arise from law, custom, or prior oral or written statements by Blacktable or any other source.

 

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 price of the product which gives rise to the claim.

However, to the extent permitted by law, Blacktable's liability for any claim shall be limited to the maximum extent possible under applicable law. You acknowledge and agree that the limitations and exclusions of liability and disclaimers set forth in this agreement are fair and reasonable, and that your acceptance of this agreement and use of Blacktable's products and services reflect your agreement to these terms.

If you do not agree with these terms, your sole remedy is to not use Blacktable's products and services.

Force majeure

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.

 

Indemnification

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.

This indemnification obligation shall survive the expiration or termination of this Agreement or the warranty period. In the event that Blacktable is required to enforce its rights under this provision, you agree to reimburse Blacktable for all costs and expenses incurred, including reasonable attorneys’ fees.

Quality and suitability for standard and custom models

The customer is responsible for ensuring that the products are used properly and in accordance with all applicable laws, regulations, and standards. The customer shall be solely responsible for any damage caused by its use of the products in a manner not in accordance with the instructions or recommendations provided by Blacktable. Blacktable shall not be liable for any damages caused by the customer's failure to use the products in accordance with such instructions or recommendations.

The customer shall be solely responsible for obtaining any necessary approvals or licenses required for the use or resale of the products. Blacktable makes no representations or warranties as to the availability or sufficiency of any such approvals or licenses. Any such approvals or licenses shall be the sole responsibility of the customer.

Blacktable reserves the right to modify the products or their specifications at any time without notice. Blacktable shall not be liable for any damages or losses arising from any such modifications.

 

Privacy

The Blacktable Privacy Policy (“Privacy Policy”) is a part of these GTC and is incorporated herein by this reference. By accepting these GTC you agree to the collection and use of your information as described in the Privacy Policy on our website.

Partial invalidity

In the event that any provision of these GTC is found to be ineffective, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall work together to agree on a valid and enforceable provision that closely reflects the economic intent of the original provision. Any such modification shall be limited to the extent necessary to make it valid and enforceable.on.

Place of fulfilment

Place of fulfilment for all obligations arising from the contractual relationship is 6928 Manno, Switzerland.

Governing law and jurisdiction

The contract is governed by Swiss law and the parties submit to the exclusive jurisdiction of the Swiss courts.