1. GENERAL All products imported by company OHMEX SA are distributed by POWERDATA SA. These general terms of sale apply to all transactions between PowerData and the customer,unless other terms have been agreed in writing. The general terms of sale of PowerData SA always take precedence over those of the customer if nothing was provided for.
2. PARTNER QUALIFICATION – CUSTOMER Only PowerData SA’s partners can order products from PowerData. The company that gives us the following documents to open an account can be qualified partner and order products from PowerData SA:
Swiss customers : • Official extract from the Trade Register • The main purpose registered in the Trade Register must be related to the sale of products / IT services. • Example of an order form • The first order is always in prepayment • Minimum amount of the first order: CHF 1000 French customers and other countries (outside of Switzerland) : • Official extract from the Trade Register (KBIS) + VAT no. • The main purpose registered in the Trade Register (KBIS) must be related to the sale of products / IT services. • Official bank details • Example of an order form • The first order is always in prepayment • Minimum amount of the first order: EUR 1000
3. REVOCATION OF PARTNER QUALIFICATION – CLIENT Via a notice period of 5 days, PowerData SA may remove the client partner which no longer meets the criteria required or if it no longer complies with its contractual obligations. In this case, the pending orders placed by the partner at PowerData at the time of termination are maintained even if the capacity of PowerData partner expires on the delivery date of the products.
4. ORDERS Customer orders can be made in writing (letter, fax) or electronically (e-mail, online website, EDI). By submitting the order, the customer acknowledges the general terms of sale of PowerData SA. The acceptance and execution of orders may be subject to the provision of a guarantee or prepayment of part or the entire sales price. The contract is concluded once PowerData SA confirmed the order to the customer electronically. In the event the customer cancels the order, PowerData reserves the right to invoice a penalty of 20% of the amount of the order.
5. DELIVERIES Unless otherwise provided for in the customer order, PowerData SA can also provide partial deliveries. Delivery and handover of the goods are at the address specified by the customer in the order. The delivery slip must be referred to as an acknowledgment by the customer or a third party determined by it. If the products cannot be delivered for whatever reason, the products will not be delivered and will be returned at the customers expense. The customer then places itself in the position of refusing to accept the goods and PowerData SA is entitled to charge a penalty of 20% of the amount of the order. The shipment and handover are charged to customers. Detailed rates are: Postage of EUR 20; free postage over EUR 300 (EUR 100 for orders by Powernet) Postage of CHF 15; free postage over CHF 500 (CHF 100 for orders by Powernet) In case PowerData SA cannot meet its delivery time, due to reasons beyond the control of PowerData SA, the partner will not be entitled to reimbursement for any damage it may have undergone directly or indirectly as a result of the delay. The same rule applies if the merchandise is simply undeliverable for any reason whatsoever.
6. ORDER SHIPMENT RISKS When shipping the goods to the customer, the risks and perils are passed on to the recipient of the goods at the time the goods leave PowerData SA premises.
7. CONTROL OF THE ORDER ON ACCEPTANCE The customer agrees to inspect the goods it received within 48 hours and to communicate to PowerData SA if a product is damaged or missing or incorrect. This communication must be made in writing.
8. MANUFACTURER OR SUPPLIER WARRANTY The warranty of PowerData SA for the delivered products is governed exclusively by the terms of the manufacturer or supplier. The customer waives against PowerData SA for warranty claims beyond these conditions. PowerData SA is authorized and obliged to transfer to the customer all warranty claims required against the manufacturer or supplier. If PowerData SA is no longer the official representative of the brand or product, the customer must refer directly to the manufacturer. The warranty duration of a product is by default 12 months (unless expressly stated otherwise by the manufacturer or supplier). Example of excluded warranty: • non-compliant use, storage, transport or handling • lack of maintenance • non-compliance with the requirements of use, service or installation • modifications or repairs not carried out or approved by PowerData SA • natural wear and tear • excessive solicitation • use of foreign parts and accessories For cases of warranty exclusion of the Drone and Urban Mobility fields, the customer has the chance to ask for a quote from our After-sales Service for an amount of CHF 80/EUR 80 that will be taken off the amount of the repair in the event the quote is accepted.
9. WARRANTY The warranty generally consists at PowerData’s choice, to repair or replace or issue a credit note, at the lowest price invoiced, the defective product according to the manufacturer’s or supplier’s warranty provisions. This warranty further includes the costs of transportation from PowerData SA to the customer. Customer transportation costs to PowerData SA are however borne by the customer. The customer is not entitled to a replacement of the product for the duration of the repair or pending replacement.
10. RETURN OF GOODS – RMA The procedure for returning products (defective or not) is called RMA (Return Materials Authorisation). Prior to returning any defective products, including in the event of a delivery mistake, the customer must ask PowerData SA for a return number (RMA). The customer has 5 days to return the products to PowerData SA from the communication of the RMA number. Transportation costs for the return are at the customer’s expense. RMA requests are made exclusively via the Internet on the website of PowerData www.powerdata.ch. If accepted, an RMA number will be assigned. No product returns will be accepted without an assigned RMA number. The product must be returned in full in its original packaging with all accessories and the purchase receipt of the end user. PowerData SA will deduct from the credit note the elements that are missing or it reserves the right to return the goods. The defective products must have been tested and checked beforehand. Products that show no defect shall be returned. The customer is liable to a reinvoicing of CHF 80/EUR 80 for products from the Drone and Urban Mobility fields (CHF 25/EUR 25 for other catalogue products) for administrative costs and postage if one or more of these rules are not respected or if the product does not come from PowerData SA, meaning it was sold by a third party. Postage and file processing will be charged to the customer upon return of the product.
11. LIABILITY PowerData SA is only liable for direct damage, in other words damage to the product itself and only provided that the customer can prove that the damage was caused by gross negligence of PowerData SA. Responsibility for PowerData SA is limited in all cases to the sale price of products supplied. Any other responsibility of PowerData SA. especially for indirect damage meaning the damage does not affect the product itself – such as production shutdown, data loss, declining sales, revenue shortfall, consequential damages, etc. is expressly disclaimed, unless the damage is due – with supporting evidence by the customer – to gross negligence of PowerData SA. PowerData SA’s products are intended for usual commercial applications as per the instructions of PowerData SA and the manufacturer or supplier, and not for use as part of the planning, construction, maintenance or management of critical security systems, nuclear power and medical devices ensuring vital functions, etc. We take no liability for the use in these areas.
12. PRICE, INVOICES AND PAYMENT TERMS PowerData SA’s prices are net, in Swiss francs, without value added tax, from PowerData SA’s distribution center. All additional costs such as the costs of packaging, transportation, shipping, delivery insurance and VAT are borne by the customer. The invoices are only sent in electronic form (PDF via email or EDI). The invoices can also be downloaded from our website: http://shop.powerdata.ch/fr/login. Any request to send paper invoices will be charged CHF 5.00 per invoice. The deadline for payment of invoices depends on the insurance coverage provided by PowerData SA’s credit insurance. If the payment deadlines are exceeded, the customer is in a default position without any reminder from PowerData SA. Late payment penalties of 10% will be charged. PowerData SA may claim further compensation from the customer if they were caused by late payment and are not covered by the late payment penalties. PowerData is entitled to assign and sell customer receivables to third parties. PowerData SA may also require the customer to assign its receivables due from the ultimate consumers to whom it sells the goods and up to the arrears amount. The customer is not allowed to deduct its potential counterclaims in compensation of the claims of PowerData SA.
13. PRODUCT RETURN PowerData SA may at its sole discretion take back the customer products, generally if PowerData SA does not have a significant amount of stock, or strike rates allow it. The product or products must be returned in a condition for resale. The customer will have to apply for an RMA number.
14. PROPERTY RESERVATION Items purchased and delivered remain the property of PowerData SA until full payment of the purchase price, including late payment penalties and other costs. Until then, the customer must carefully keep the products delivered by PowerData SA; it cannot alienate, pledge, or deliver to third parties the items purchased. Before full payment, PowerData SA has the right, pursuant to Art. GGS 715, to register, at the customer’s expense, the property reservation in the legal register of property reservation at the customer’s head office. At PowerData SA’s request, the customer agrees to give its written agreement on all important points regarding the registration of the property reservation (Art. 4, para. 4 of the Federal Court order concerning the registration of property reservation). The purchaser further agrees to notify PowerData SA in advance of any change of its head office address.
15. RIGHTS AND OBLIGATIONS TRANSFER The customer must not transfer to third parties the rights and obligations of the contracts without the written consent of PowerData SA.
16. APPLICABLE LAWS – PLACE OF JURISDICTION The exclusive place of jurisdiction for the settlement of any civil dispute between PowerData SA and the customer is Morges or the address of the branch of PowerData SA with which the contractual relationship has been established. PowerData SA is, however, entitled to take legal action against the customer in any other competent Court.