General Conditions of Sale
1.

General provisions

1.1 These General Conditions of Sales shallbe binding if declared applicable in theoffer or confirmation of order or as soon
as the customer has placed an online
order.
Any other terms defined by the customer
are only valid if they have been
expressly accepted by INFICON in
writing or electronically.
1.2 All offers are valid for 30 days from thedate of quotation, unless INFICON statesotherwise in writing.
1.3 Orders shall only be binding if confirmedin writing or electronically by INFICON. If
no confirmation of order is issued, theinvoice shall serve as confirmation oforder.
1.4 If any one or more of the provisions ofthese General Conditions of Sales or any
part or parts thereof shall be declared or
adjudged to be illegal, invalid or
unenforceable under any applicable law,such
illegality,
invalidity
orunenforceability shall not affect theenforceability of the remainder of these
General Conditions of Sales and theillegal, invalid or unenforceable provision
shall be replaced by a new provision thecontent of which shall be as close to thelegal and economic effect of the replaced
provision as possible.
2.

Placing of order

2.1 To be effective, orders must be placed inwriting, electronically or via INFICON
online store.
2.2 The order must contain all information
relevant to INFICON such as number
and
date
of
INFICON’soffer,
salesperson etc.
2.3 To place an order via the INFICON
online store, the customer can registeron the INFICON Internet Website andopen a personal account. However, it isalso possible to place orders without
opening an account. In this case,personal data is only used for processing
the corresponding order. Irrespective of
how the order is placed, the information
required for registration has to becomplete and correct. Only persons over
the age of 18 years may place orders.
The password set up by the customer inthe registration process must be kept
strictly confidential and not be disclosed
to third parties. Customers are
responsible for all actions carried out on
the Website under their password, even
without their knowledge. If any goods are
returned to INFICON for reasons otherthan warranty, the customer will assume
the corresponding costs and risk. The
customer may at any time refuse toreceive advertising mail from INFICON
by sending an E-Mail or letter to the
INFICON Webmaster.

Ausgabe: Hangartner Ch. (2019-05)

2.4 Online transactions between customers
and INFICON are subject to theapplicable, mandatory legal provisions
relating to online trading.
3.

Scope of supply and services

3.1 Online transactions between customers
and INFICON are subject to theapplicable, mandatory legal provisions
relating to online trading.
3.2 The offer of products in the INFICON
Webshop is subject to availability. If a
product ordered at the Webshop is notavailable, INFICON will inform thecustomer accordingly.
4.

Technical documentation

4.1 Sales brochures and catalogues are notbinding
unlessexpressly
statedotherwise. Specifications in technicaldocuments are only binding as far as
they have been expressly guaranteed.
4.2 INFICON reserves all rights to any
technical documentation supplied to thecustomer. Without prior written consent
of INFICON, such documentation shallneither in whole nor in part be disclosed
to third parties or used for any purposes
other than those for which they havebeen supplied to the customer. In
particular, the customer is not entitled toreproduce or replicate any assemblies,
components or parts specified therein.
5.

Confidentiality

5.1 Each party shall keep confidential the
manufacturing and business secrets aswell as any other proprietary information
received from the other party to thecontract and shall neither directly nor
indirectly disclose them to any third party
whomsoever, nor publish them in any
manner whatsoever nor use them for any
other purpose, in particular but without
limitation, for the reproduction or
replication of machines, systems,
components and parts thereof.
5.2 Data required for processing online
orders is saved and, within the scope ofthe business transaction, transmitted tothe company entrusted with the deliveryof the ordered goods. Apart from that,
personal data transmitted is not passed
on to any third parties except for credit
risk assessment purposes. Personal
data transmitted to INFICON may be
used for customer care purposes.
5.3 Order-related and other correspondenceof INFICON may be transmitted
electronically. INFICON explicitly points
out that data transmission via e-mail canpose security risks such as virustransmission, damage to data, loss ofdata or access by third parties, which are
not under the influence or control of
INFICON. By placing an order, thecustomer allows INFICON to send
documents
and
other
data
by
unencrypted e-mail.

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6.

Norms and standards in force in the
country of destination and safety andprotection features

6.1 Thegoods
aredesignedandmanufactured in accordance with theEuropean norms and standards (ECmarking) unless stipulated otherwise inwriting.
6.2 The customer shall inform INFICON in
writing of all other safety and operation
standards in force in the country ofdestination at the latest when placing theorder. The customer shall bear all costs
resulting from any modifications oradditions to the products required tocomply with standards and regulations ofwhich INFICON has not been advised
and to which INFICON has not agreed.
6.3 In case of resale or transfer of goods thecustomer is obliged to make provisions
to ensure that the goods meet therequirements, standards and regulations
to be observed in the new jurisdiction
and that all manuals and product related
specific
documents
areupdatedaccordingly for the operation of thecurrent product version.
7.

Prices

7.1 Prices are net, ex works Balzers,
Liechtenstein according to INCOTERMS
2010, exclusive of value added tax, sales
tax and packing, unless stipulated
expressly otherwise in INFICON’s offer.
7.2 Payment shall be made in freely
available Swiss francs without any
deductions whatsoever.
7.3 Any and all additional charges, such as,
but not limited to, freight charges,
insurance premiums, fees for export,
transit, import and other permits, as well
as for certifications, shall be borne by thecustomer. Likewise, the customer shallbear any and all taxes, fees, levies,
customs duties and the like which arelevied under or in connection with thiscontract or shall refund them to INFICON
against adequate evidence in the eventthat INFICON is liable for them.
7.4 The prices will be adjusted appropriately
if:• the term of delivery has beensubsequently extended due to any
reason for which the customer is
responsible, or• the nature or scope of the agreed
supplies or services has changed, or• the material or design has undergonechanges because the information
and/or documents provided by thecustomer were not in conformity withthe actual situation or wereincomplete.
8.

Terms of payment

8.1 Payments have to be effected inaccordance with the confirmation oforder or invoice as the case may be.
Orders placed via INFICON Webshop
have to be paid in advance by credit card
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or another safe payment system madeavailable in the INFICON Webshop.
Payment will be deemed to be madewhen the total price agreed on has been
paid to INFICON in freely available
Swiss francs.
8.2 No interest will be reimbursed foradvance payments.
8.3 Any dates agreed for payment shallremain in full effect even where throughno fault of INFICON delays arise in theperformance of the contract. The latedelivery of minor components theabsence of which does not restrict theuse of the goods or any rework within thescope of INFICON’s warranty obligations
does not affect the time fixed for
payment.
8.4 If INFICON does not receive payment by
the date stipulated, interest shallthereafter accrue on the sum due andowing and shall be charged immediately
to the customer at the current baselending rate in the customer’s domicile inaccordance with LIBOR plus 4% p.a.,
provided that such rate shall not be lessthan 1.5% per month.
8.5 The retention of or deduction frompayments because of complaints,
disputes or claims on the part of thecustomer which have not been expressly
accepted by INFICON is inadmissible.
The customer may only set off possible
counterclaims against payments due
under this contract where INFICON has
expressly agreed to the same in writing.
9.

Reservation of title

9.1 INFICON shall remain the owner of all
goods until having received the full
payments in accordance with thecontract.
9.2 Customers shall cooperate in any
measures necessary for the protection of
INFICON’s title. In particular, uponentering into the contract, they authorize
INFICON to enter or notify thereservation of title in the required form inpublic registers, books or similar records,
all in accordance with relevant nationallaws, and to fulfill all corresponding
formalities, at the customers’ cost.
9.3 During the period of the reservation of
title, customers shall, at their own cost,
maintain the goods and insure them forthe benefit of INFICON against theft,damage, fire, water and other risks. They
shall further take all measures to ensurethat INFICON’s title is in no way
prejudiced.
10. Delivery and delivery time
10.1 Unless otherwise agreed, the terms ofdelivery
are
ex
works
Balzers(INCOTERMS 2010).
10.2 The delivery period shall begin as soon
as the contract is entered into, the scopeof supply and the specifications aredefined, all relevant official formalities
have been completed, payments duewith the order have been made and any
agreed securities have been given. The
date of delivery shall be deemed to beobserved if by that time INFICON has

sent a notice to the customer informingthat the goods are ready for dispatch.
10.3 INFICON’s compliance with the delivery
date is conditional upon the customers’
fulfillment of their contractual obligations.
10.4 The delivery period will be extended
correspondingly in the event of any
contingencies beyond the reasonable
control of INFICON, irrespective ofwhether such contingencies occur at thepremises of IFICON, the customer, or athird party. As soon as the contingencies
delaying the delivery no longer exist, thedate of delivery will be fixed anew inwriting.
10.5 Unless stipulated explicitly otherwise inwriting, agreed delivery dates are notbinding. However, six weeks after failure
to deliver by an agreed non-binding
delivery date, the customer shall beentitled to request INFICON in writing to
make delivery within a reasonable
period. Failure to deliver within areasonable period after the notice shallconstitute late performance by INFICON.
10.6 Blanket orders may be scheduled over a
12 months or longer period. Unlessstipulated otherwise, delivery of all goods
must be accepted within 12 months oforder placement. An initial firm orderrelease of 120 days is required, with arolling 120 day firmly booked shipping
schedule to follow by the first day ofeach calendar month. In the event ofdelivery delays of more than 60 days, thecustomer shall inform INFICON in
writing, stating the reason for the delay.
INFICON may bill back the difference
between the unit price billed during thelast 12-month period and the quoted unit
price of the quantity delivered at theactual date.
10.7 If expressly agreed in writing, thecustomer is entitled to claim liquidated
damages for delayed services in so far
as it can be proven that the delay has
been caused by the fault of INFICON
and that the customer has suffered aloss caused by such delay.
10.8 In the event of delayed delivery of goods
or services, customers have no rights
and claims other than those expressly
stipulated in this clause 10; in particular,
they have no right to rescind thecontract. This limitation, however, does
not apply to gross negligence or willful
misconduct of INFICON.
11. Packaging
11.1 Packaging shall be charged forseparately by INFICON and shall not be
returnable. However, if it is declared
property of INFICON, it shall be returnedby the customer, carriage paid to theplace of dispatch.
12. Passing of benefit and risk
12.1 Benefit and risk of the goods shall passto the customer by the date of shipment
ex works Balzers, Liechtenstein, at thelatest, according to INCOTERMS 2010.
12.2 If delivery is delayed at the request of thecustomer or otherwise due to no fault of
INFICON, the risk shall pass to the
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customer at the date originally agreed fordelivery ex works. From this dateonwards, the goods shall be stored andinsured at the customers’ expense andrisk and all payments shall become dueat the agreed date of delivery.
13. Shipping, transport and insurance
13.1 All goods will be shipped in export
packing via truck, air freight or a
combination of these transport methods.
INFICON must be notified in due time ofany special requests with regard to
forwarding, transport and insurance.
13.2 The goods shall be transported at thecustomer’s expense and risk. The
customer shall direct any complaints
regarding forwarding or transport to thelast carrier immediately upon receipt of
the goods or shipping documents.
13.3 The customer shall be responsible fortaking an insurance against risks of any
kind.
13.4 The customer shall comply with allapplicable domestic, foreign, import,
export, safety and environmental laws
and regulations and obtain all necessary
security clearances for airports andcargo transport as well as governmental
approvals and licenses in connection
with the purchase of goods – in particularof dual use goods. In addition, thecustomer undertakes not to sell any dual
use goods to third parties without thecorresponding authorization.
14. Inspection and acceptance of goods
and services
14.1 INFICON shall, to the usual extent,
inspect all goods and services uponcompletion. Any further inspections
requested by the customer have to beagreed upon separately and paid for by
the customer.
14.2 The customer shall inspect the goods
and services within a reasonable period
and shall immediately notify INFICON of
any defects in writing. If the customer
fails to do so, the goods and services
shall be deemed to have been accepted.
Hidden defects shall be reported
immediately upon their discovery.
14.3 INFICON shall rectify defects notified inaccordance with clause 14.2 as soon as
possible and the customer shall give
INFICON the possibility of doing so.
14.4 The customer has no rights and claims in
respect of any defects whatsoever in
relation to goods or services other thanthose expressly named in clauses 14
and 15 (Warranty, liability for defects).
15. Warranty, liability for defects
15.1 The period of warranty is 12 months andshall commence upon dispatch of thegoods ex works Balzers, Liechtenstein,in accordance with the applicable
INCOTERMS 2010. If dispatch isdelayed for reasons beyond the controlof INFICON, the warranty period shallterminate not later than 18 months after
INFICON has notified the customer thatthe goods are ready for dispatch. The
warranty period is 24 months if the

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goods are purchased exclusively for
private and family use.
For replaced or repaired parts, thewarranty period shall run for anotherperiod of 6 months after replacement orcompletion of the repair but not longer
than until the expiry of a period being
twice the warranty period pursuant to thepreceding paragraph.
The warranty under this contract expires
prematurely with immediate effect if thecustomer or third parties makeinappropriate modifications or repairs or
if the customer, in case of a defect, does
not immediately take appropriate steps
to mitigate the damage and give
INFICON the possibility to make goodsuch defect.
15.2 The following shall apply in respect ofliability for warranted characteristics andfor defects in material, design andworkmanship:
INFICON makes no representation andwarranty other than those regarding thetechnical characteristics specified in theconfirmation of order or separate
technical specifications expressly agreed
on in writing and those regarding thematerial, design and workmanship of thedelivered goods. Subject to theprovisions of clause 14, which shall beapplicable mutatis mutandis, INFICON
undertakes, at its discretion and cost, torepair or replace all defective items orparts of products returned under the
warranty at its earliest convenience. Anyparts replaced shall become property of
INFICON.
15.3 Expressly excluded from the warranty
and liability of INFICON are damages
caused by normal wear and tear,insufficient maintenance and incorrect
handling by the customer, failure toobserve the operating instructions,electrostatic effects, excessive voltage orcurrent, excessive use, chemical orelectrolytic influences, contamination,
corrosion of cooling water systems ofany kind, as well as any damages
caused by arcing, electron beams,
crucible breakage, etc., use of material,
equipment and spare parts notrecommendedby
INFICON,
consumables, incorrect repair work thathas not been carried out by INFICON or
its agents, or resulting from otherreasons beyond INFICON’s control aswell as in case of modifications made by
the customer or improper system
integration, construction, assembly andinstallation work not undertaken by
INFICON, provided that in the event of adispute regarding exclusion of warranty,
the respective burden of proof rests on
the customer.
15.4 INFICON warrants for goods andservices of subcontractors requested orprovided by the customer to the extent ofsuch subcontractor’s warranty andliability obligations only.
15.5 The customer shall not be entitled to any
warranty, express or implied, except
those specifically set forth in clauses
15.1 to 15.4. INFICON shall have noliabilities for any other claims, including

but not limited to, pecuniary or any otherconsequential damages. This limitation,
however, does not apply to grossnegligence or willful misconduct of
INFICON.

witness fees, and all actual attorneys’
fees and costs incurred in connection
with the enforcement of a judgment
arising from any action or proceeding.

16. Exclusion of further liability
16.1 INFICON makes no representation or
warranty of any character with respect toinfringement or to the exemption of thegoods and services from third parties’protective rights.
16.2 INFICON ASSUMES NO WARRANTY,
OR LIABILITY, EXPRESS OR IMPLIED,INCLUDING BUT NOT LIMITED TO,ANYIMPLIEDWARRANTYOF
MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE EXCEPTAS SPECIFICALLY AGREED ON IN
WRITING. Without limiting the generalityof the foregoing, this exclusion fromliability includes, but is not limited to,claims, arising out of interference withthe customer’s production, expenses for
downtime, lost profits, lost sales, body orproperty injury or any other incidental orconsequential loss.
16.3 These exclusions, however, shall not
apply to gross negligence or willful
misconduct of INFICON.
16.4 Notwithstanding the foregoing, nothingherein shall limit INFICON’s liability
based on product liability, provided thatthe customer will indemnify INFICON for
all non-contractual claims for productliability raised by third parties if theoccurrence of the damages is not clearly
imputable to INFICON.
17. No liability for additional obligations
17.1 INFICON is not liable for claims of thecustomer arising out of insufficient
information or faulty advice and the likeor out of breach of any additional
obligations whatsoever except where
caused by INFICON’s gross negligenceor willful misconduct.
18. Applicable law
18.1 These General Conditions of Sales shallbe construed and the legal relations
between the parties shall be determinedin accordance with the substantive law
provisions of Switzerland, with theexclusion of the conflict of law’s
provisionsof
Switzerland.
Theapplicability of the UN Convention on
Contracts for the International Sales ofGoods (CISG) shall be expressly
excluded.
18.2 Any dispute arising out of or inconnection
with
these
GeneralConditions of Sales or any related
contract shall be submitted to the courtsof Liechtenstein, having jurisdiction over
INFICON, provided that INFICON shallalways be permitted to commence any
action or proceedings against thecustomer in any court of competentjurisdiction.
18.3 The prevailing party in any action or
arbitration in relation with these General
Conditions of Sales or any related
contract shall be entitled to recover its
actual costs and attorneys’ fees and allother litigation costs, including expert
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