GENERAL TERMS OF SUPPLY
Any relationship and/or contract between Asyril SA or Asyril ’subsidiaries (« Asyril ») and the client (the « Purchaser ») related to the design, implementation, supply andsale of Asyril products (the « Products ») shall be governed solely by these General Terms of Supply.
1.
1.1.
1.2.

1.3.
2.
2.1.
2.2.
3.
3.1.

General
These terms and conditions are in force and effect with the reception by Asyrilof the official purchase order from the Purchaser.
Any agreements and legally relevant declarations of the contract parties will
not be binding until they are concluded in writing. Declarations in text form
transmitted or stored by means of electronic media are treated as equal to thewritten form.
The Purchaser is not authorized to transfer his legally binding right related tothe contract to third parties without the written consent of Asyril.

7.2.

During the duration of the retention of title of ownership, the purchaser will
maintain the delivered goods in good order at his own expense and will insure
them against theft, defects, fire, water and other risks on behalf of Asyril.
Moreover, he will take all measures to protect Asyril’s right of ownership fromany impairment or cancellation.

8.
8.1.

Passage of risks
The passage of Products risks shall be determined by the Parties in the OrderConfirmation. In the absence of a written understanding and unless there is aspecific agreement regarding the applicable INCOTERMS 2020 clause, therisks of natural and/or accidental deterioration and of damage caused to or by
the Products shall devolve upon the Purchaser at the time when Asyril advisesthat the Products are held available for the Purchaser (FCA Villaz-St-Pierre(Switzerland) or FCA from an Asyril subsidiary if applicable – INCOTERMS
2020). The same applies for partial deliveries and when deliveries are delayed
at the request of the Purchaser or for other reasons not attributable to Asyril.
Loss or deterioration of the Products that may have occurred subsequent to
the passage of risks to the Purchaser shall not relieve the later from thepayment of the purchase price.
As the risks devolve upon the Purchaser, the later becomes the custodian ofthe Products. The Purchaser shall then be liable for any damages that may
arise from or be caused by the Products to himself or to others.

Offer – Order Confirmation
Offers sent to the Purchaser have a period of validity of one (1) month, unlessexpressly otherwise specified.
The deliveries and services to be executed by Asyril are finally stated in theOrder Confirmation and in possible annexes.
Special and customized Products
Asyril reserves the right to make changes in the Products, not least in theinterest of the Purchaser, that will bring about improvements. Any priceincreases or changes of delivery schedule shall be agreed between Asyril andthe Purchaser.
Any requests by the Purchaser for changes and/or additions to the design of
the Products subsequent to the signature of the contract shall be set forth inwriting. Asyril reserves the right to either accept or turn down the Purchaser’s
request upon checking out the feasibility of such changes and/or additions.
The costs and changes required in order to implement such changes shall beborne solely by the purchaser. In any event, Asyril shall not feel obliged toimplement Purchaser’s requests until both parties have reached anunderstanding in writing regarding the consequences and the impact the saidchanges and/or additions will have on the delivery schedule and on the costs.

8.2.

4.
4.1.

Risk sharing
The Purchaser shall bear all the risk of inefficiency or total or partial lack ofqualities of the Products whenever he directly or indirectly specified outside
suppliers, materials, accessories, elements or parts of any kind to be used
and/or integrated into the Products.

9.2.

5.
5.1.

Price
The price of the Products set forth by Asyril in the Order Confirmation isbinding and except in the event of special covenants concerning theapplicable INCOTERMS 2020 clause, all prices shall be deemed FCA VillazSt-Pierre (Switzerland) or FCA from an Asyril subsidiary if applicable. Packingand ancillary costs of any kind are not included. VAT (Value Added Tax) must
be added at the rate provided by law.
The Purchaser must defray the costs for packing, customs duties, fees andtaxes of any kind and charges of any kind owed in connection with the contract
and owed outside of the country of production.
Unless otherwise agreed and specified in the Order Confirmation, all costs
relating to letters of credit, bank guarantees, collection, presentation ofdocuments, stamps on letters of exchange and other similar charges shall beborne by the Purchaser.
Handling fees might apply for small amount orders or special delivery
requests. Handling fees, if applicable, will be specified in the Order
Confirmation.

3.2.

5.2.
5.3.

5.4.

6.
6.1.
6.2.
6.3.
6.4.
7.
7.1.

Payment terms
Unless otherwise agreed in writing, the price must be paid by the Purchaser
without any deduction, net 30 days, at the head office of Asyril, or at theAsyril’s subsidiaries offices, in the currency that is legal tender thereat.
In the event of partial shipments, partial payments will be required consistent
with the portion of goods ready/available for shipment.
If the Purchaser does not observe the agreed payment deadlines, he must
pay a rate of interest of 5%, as from the agreed due date, without reminder.
The right for further indemnification claims will be reserved.
The Purchaser shall be bound to full payment of the amount relating to thechanges and/or additions referred to in Art. 3.2.
Retention of Title of OwnershipAsyril shall keep ownership of the Products until full payment of all collectableclaims deriving from the Contract entered into with the Purchaser. ThePurchaser undertakes to issue upon request a document evidencing the rightto retention of the title of ownership and to hand it to Asyril. In the event offailure to pay the agreed price or part thereof, Asyril shall be entitled todemand the restitution of the Products already in the Purchaser’s possession.

8.3.

9.
9.1.

9.3.

9.4.

9.5.

9.6.

Delivery Terms
The delivery schedule shall be set forth by the parties in the Order
Confirmation. In the absence of a written understanding and unless there is aspecific agreement regarding the applicable INCOTERMS 2020 clause, thedelivery deadline shall be deemed met at the time when Asyril advises thatthe Products are held available to the Purchaser (FCA Villaz-St-Pierre(Switzerland) or FCA from an Asyril subsidiary if applicable – INCOTERMS2020).
Compliance with the delivery schedule presupposes that all the commercial,administrative and technical aspects have been defined and agreed by andbetween the parties and that the Purchaser has complied with the obligations
he is bound to, among them the production of the required administrative,commercial and technical documentation, permits and the payment ofwhatever is owed or the issuance of a payment guarantee consistent with thecontractual provisions.
Asyril is bound to respect the delivery term only on the condition that thePurchaser has met all his obligations in all ongoing contracts with Asyril. If thePurchaser is late in meeting his obligations, the term of delivery will beprolonged accordingly.
If shipment or production suffers a delay attributable to the Purchaser or if thePurchaser fails to pick up the Products within no later than 15 days from thedate of the notice given pursuant Art. 9.1., the Purchaser will be charged forthe costs of warehousing.
The term of delivery will extend accordingly if adverse circumstances occur
which cannot be avoided by Asyril despite reasonable care, irrespective ofwhether such circumstances occur on the part of himself, of the Purchaser orof a third party, e.g. such circumstances may be epidemics, pandemics,mobilization, war, riots, substantial equipment failures, accidents, labor
conflicts, delayed or defective delivery of the needed raw materials, semifinished or finished products, official measures or omissions, Acts of Gods,
and the prohibition of export, re-export, import, re-import or transit or anembargo imposed by political authority.
In case the destination of the Products is outside Switzerland, the Purchaser
shall inform Asyril of any kind of regulations and standards applicable in thiscountry. If the Purchaser fails to inform Asyril, he shall bear the costs of any
work required to adjust to the requested regulations/standards.

10.
Delivery Acceptance10.1. The Purchaser is obliged to inspect the deliveries and services within 10 days
after their receipt and inform Asyril immediately in writing about any defects.
If he fails to do so, the deliveries and services are regarded as accepted.
11.
Warranty
11.1. The warranty covers twelve (12) months and shall run from the date theProducts are shipped from Asyril’s premises (FCA-INCOTERMS 2020),
unless expressly otherwise specified.
11.2. For the Asycube’s range (accessories not included), the warranty period canbe extended to thirty-six (36) months in total, free of charge, provided that theProduct(s) is (are) pre-registered on Asyril's website where specific conditions
are mentioned. Acceptance of the warranty extension is at the sole discretionof Asyril.

11.3. For supplies and services from third parties, inclusive of any mandated by thePurchaser, Asyril shall be liable only within the limits, timeframes andconsistent with the warranty terms of the third parties suppliers or subcontractors.
11.4. For parts replaced or repaired, the warranty shall run for six (6) months fromthe replacement or the completion of the repair, unless the original warranty
covers a longer residual period.
11.5. Parts suffering wear and tear shall form an exception and are not guaranteed
unless otherwise specified in the Order Confirmation.
11.6. Barring any additional claims, until the end of the warranty period and if theclaim turns to be justified, Asyril undertakes to repair or replace at its own
discretion, the supplied components found to be defective or unusable
because of demonstrable defects in materials, in construction or inperformance. The Purchaser must allow Asyril the time needed to do all thework it deems appropriate and aimed at eliminating the defects, failing which
Asyril shall not be liable for the resulting consequences. In urgent cases that
present a safety risk and in order to prevent very serious damages, thePurchaser may himself eliminate the defects upon prior notice to and writtenconsent of Asyril.
11.7. Any works required under the warranty obligations shall in principle be carriedout at Asyril’s premises, after the Purchaser has returned to the head office ofAsyril, or to the Asyril’s subsidiaries offices, at the Purchaser’s expense, thedefective Products or parts. The Products shall be returned, wheneverpossible, in the original package or if not possible in an equivalent packagethat guaranties a good protection of the Products. The warranty does notcover travel, accommodation and subsistence expenses in case the repairs
cannot be carried out at Asyril’s premises. Repairs or replacements madeunder the terms of the warranty shall not extend the warranty period of theProduct.
11.8. The warranty will expire ahead of schedule if the Purchaser or a third party
makes an incorrect use of the Products and/or in the case of improper
modifications or repairs or if the Purchaser does not immediately take allmeasures suitable to minimize the damages.
11.9. In the event of loss of or damage to data and/or data storage media, warranty
does not extend to expenditure relating to the restoration of lost data.
12.
12.1

15.1. Products are covered by license agreements. Terms are specified in Products
documentation available within Products delivered. The use of Products forother purposes or outside the license agreement scope is prohibited without
the previous written consent of Asyril.
16.
Environmental and operational Safety
16.1. The Purchaser undertakes to follow the instructions for use and the safety
instructions supplied with the Product, and to train his own personnel
adequately so that the safe and ecological operation of the Product isconstantly guaranteed. Technical modifications on the product may be carriedout only upon the written consent of Asyril.
16.2. Any kinds of infringements of Art. 16.1 and their legal and financial claims
from purchaser or a third party are excluded.
17.
Place of Jurisdiction and Applicable Law
17.1. For all the relations between Asyril and the Purchaser regarding the contract
as well as the performances, design, amendments and effects thereof, only
the Swiss Code of Obligations shall apply.
17.2. The sole place of jurisdiction is Fribourg/Switzerland.

Exclusion of further liabilities
Any kinds of infringements of the contract and their legal consequences aswell as any claims of the Purchaser are finally stipulated in these conditions,irrespective of the legal basis for such claims. Especially any claims forindemnification, price reduction, cancellation of the contract or withdrawal
from the contract are excluded. The Purchaser is under no circumstances
entitled to claim for compensation for damages which did not occur on thedelivery item itself, especially for loss of production, loss of use, loss of orders,loss of profit and other direct or indirect damages.

13.
Drawings, technical documentation & complementary softwares
13.1. All Asyril’s drawings, technical documentation, illustrations, indications ofweights and measurements shall be purely indicative unless specificallydefined as being an integral part of the contract.
13.2. ASYRIL may hand over plans and documents of the Purchaser to its
subcontractors confidentially and as a loan enable them to execute the work
assigned by Asyril for the fulfilment of the Purchaser’s order.
13.3. The Purchaser shall not transfer any data, photos, documents, files, drawings,etc. to third parties which would enable them to copy parts, subassemblies,
modules or an entire Asyril product. If there could be such a risk, thePurchaser will not allow any third parties to see the Product, to take pictures,video, etc.
13.4. The Purchaser may use the complementary softwares, know-how anddocumentation for the purpose for which they were made available to him, but
not disclose or make them available to others, nor copy or reproduce them.
Any software extension or alteration by the Purchaser requires Asyril’s priorapproval in writing.
14.
Intellectual Property, Trademarks and Patents
14.1. Any results achieved during the course of design, development, and/or
maintenance of the Products, even when done with means, tools, drawingsand designs provided by the Purchaser, are and shall remain the sole propertyof Asyril which shall have exclusive ownership of any paternity and property
rights.
14.2. The Purchaser is not entitled to use and/or cause others to use thetrademarks, patents, trade names or other distinctive marks of Asyril as partof its corporate name or as part of the name of any product of the Purchaser.
The Purchaser undertakes not to deposit nor cause to be deposited in thecountry where they have their registered offices or elsewhere any trademarks,patents, trade names or other distinctive signs similar to or lending
themselves to be mistaken for those of Asyril. The Purchaser shall not removeor alter the Products' copyright notices, trademarks and logos.
14.3. The design, information and technical documentation relating to the scope of
supply and delivered by Asyril shall remain Asyril’s sole property and cannot
be duplicated and/or copied, without the written consent of Asyril.
15.

Products licenses

Asyril SA, Z.I. du Vivier 22, 1690 Villaz-St-Pierre, Switzerland
 +41 26 420 42 42  sales@asyril.com  www.asyril.com© 2023 Asyril SA – GTS-09-2023, EN

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