{"id":13246,"date":"2024-06-27T10:53:47","date_gmt":"2024-06-27T08:53:47","guid":{"rendered":"https:\/\/asyril.com\/?page_id=13246"},"modified":"2024-06-27T10:53:47","modified_gmt":"2024-06-27T08:53:47","slug":"cgv","status":"publish","type":"page","link":"https:\/\/asyril.com\/ja\/cgv\/","title":{"rendered":"Terms and conditions"},"content":{"rendered":"

[vc_row][vc_column][vc_empty_space height=”px”][\/vc_column][\/vc_row][vc_row gap=”35″ equal_height=”yes” content_placement=”middle”][vc_column width=”1\/6″ css=”.vc_custom_1706533963628{background-position: center !important;background-repeat: no-repeat !important;background-size: cover !important;}”][\/vc_column][vc_column width=”2\/3″][vc_column_text css=””]<\/p>\n

Terms and conditions<\/strong><\/span><\/h1>\n

Any relationship and\/or contract between Asyril SA or Asyril \u2019subsidiaries (\u00ab Asyril \u00bb) and the client (the \u00ab Purchaser \u00bb) related to the design, implementation, supply and
\nsale of Asyril products (the \u00ab Products \u00bb) shall be governed solely by these General Terms of Supply.<\/p>\n

[\/vc_column_text][\/vc_column][vc_column width=”1\/6″][\/vc_column][\/vc_row][vc_row][vc_column width=”1\/2″][vc_column_text css=””]1. General
\n1.1. These terms and conditions are in force and effect with the reception by Asyril
\nof the official purchase order from the Purchaser.
\n1.2. Any agreements and legally relevant declarations of the contract parties will
\nnot be binding until they are concluded in writing. Declarations in text form
\ntransmitted or stored by means of electronic media are treated as equal to the
\nwritten form.
\n1.3. The Purchaser is not authorized to transfer his legally binding right related to
\nthe contract to third parties without the written consent of Asyril.
\n2. Offer \u2013 Order Confirmation
\n2.1. Offers sent to the Purchaser have a period of validity of one (1) month, unless
\nexpressly otherwise specified.
\n2.2. The deliveries and services to be executed by Asyril are finally stated in the
\nOrder Confirmation and in possible annexes.
\n3. Special and customized Products
\n3.1. Asyril reserves the right to make changes in the Products, not least in the
\ninterest of the Purchaser, that will bring about improvements. Any price
\nincreases or changes of delivery schedule shall be agreed between Asyril and
\nthe Purchaser.
\n3.2. Any requests by the Purchaser for changes and\/or additions to the design of
\nthe Products subsequent to the signature of the contract shall be set forth in
\nwriting. Asyril reserves the right to either accept or turn down the Purchaser\u2019s
\nrequest upon checking out the feasibility of such changes and\/or additions.
\nThe costs and changes required in order to implement such changes shall be
\nborne solely by the purchaser. In any event, Asyril shall not feel obliged to
\nimplement Purchaser\u2019s requests until both parties have reached an
\nunderstanding in writing regarding the consequences and the impact the said
\nchanges and\/or additions will have on the delivery schedule and on the costs.
\n4. Risk sharing
\n4.1. The Purchaser shall bear all the risk of inefficiency or total or partial lack of
\nqualities of the Products whenever he directly or indirectly specified outside
\nsuppliers, materials, accessories, elements or parts of any kind to be used
\nand\/or integrated into the Products.
\n5. Price
\n5.1. The price of the Products set forth by Asyril in the Order Confirmation is
\nbinding and except in the event of special covenants concerning the
\napplicable INCOTERMS 2020 clause, all prices shall be deemed FCA VillazSt-Pierre (Switzerland) or FCA from an Asyril subsidiary if applicable. Packing
\nand ancillary costs of any kind are not included. VAT (Value Added Tax) must
\nbe added at the rate provided by law.
\n5.2. The Purchaser must defray the costs for packing, customs duties, fees and
\ntaxes of any kind and charges of any kind owed in connection with the contract
\nand owed outside of the country of production.
\n5.3. Unless otherwise agreed and specified in the Order Confirmation, all costs
\nrelating to letters of credit, bank guarantees, collection, presentation of
\ndocuments, stamps on letters of exchange and other similar charges shall be
\nborne by the Purchaser.
\n5.4. Handling fees might apply for small amount orders or special delivery
\nrequests. Handling fees, if applicable, will be specified in the Order
\nConfirmation.
\n6. Payment terms
\n6.1. Unless otherwise agreed in writing, the price must be paid by the Purchaser
\nwithout any deduction, net 30 days, at the head office of Asyril, or at the
\nAsyril\u2019s subsidiaries offices, in the currency that is legal tender thereat.
\n6.2. In the event of partial shipments, partial payments will be required consistent
\nwith the portion of goods ready\/available for shipment.
\n6.3. If the Purchaser does not observe the agreed payment deadlines, he must
\npay a rate of interest of 5%, as from the agreed due date, without reminder.
\nThe right for further indemnification claims will be reserved.
\n6.4. The Purchaser shall be bound to full payment of the amount relating to the
\nchanges and\/or additions referred to in Art. 3.2.
\n7. Retention of Title of Ownership
\n7.1. Asyril shall keep ownership of the Products until full payment of all collectable
\nclaims deriving from the Contract entered into with the Purchaser. The
\nPurchaser undertakes to issue upon request a document evidencing the right
\nto retention of the title of ownership and to hand it to Asyril. In the event of
\nfailure to pay the agreed price or part thereof, Asyril shall be entitled to
\ndemand the restitution of the Products already in the Purchaser\u2019s possession.[\/vc_column_text][\/vc_column][vc_column width=”1\/2″][vc_column_text css=””]7.2. During the duration of the retention of title of ownership, the purchaser will
\nmaintain the delivered goods in good order at his own expense and will insure
\nthem against theft, defects, fire, water and other risks on behalf of Asyril.
\nMoreover, he will take all measures to protect Asyril\u2019s right of ownership from
\nany impairment or cancellation.
\n8. Passage of risks
\n8.1. The passage of Products risks shall be determined by the Parties in the Order
\nConfirmation. In the absence of a written understanding and unless there is a
\nspecific agreement regarding the applicable INCOTERMS 2020 clause, the
\nrisks of natural and\/or accidental deterioration and of damage caused to or by
\nthe Products shall devolve upon the Purchaser at the time when Asyril advises
\nthat the Products are held available for the Purchaser (FCA Villaz-St-Pierre
\n(Switzerland) or FCA from an Asyril subsidiary if applicable \u2013 INCOTERMS
\n2020). The same applies for partial deliveries and when deliveries are delayed
\nat the request of the Purchaser or for other reasons not attributable to Asyril.
\n8.2. Loss or deterioration of the Products that may have occurred subsequent to
\nthe passage of risks to the Purchaser shall not relieve the later from the
\npayment of the purchase price.
\n8.3. As the risks devolve upon the Purchaser, the later becomes the custodian of
\nthe Products. The Purchaser shall then be liable for any damages that may
\narise from or be caused by the Products to himself or to others.
\n9. Delivery Terms
\n9.1. The delivery schedule shall be set forth by the parties in the Order
\nConfirmation. In the absence of a written understanding and unless there is a
\nspecific agreement regarding the applicable INCOTERMS 2020 clause, the
\ndelivery deadline shall be deemed met at the time when Asyril advises that
\nthe Products are held available to the Purchaser (FCA Villaz-St-Pierre
\n(Switzerland) or FCA from an Asyril subsidiary if applicable \u2013 INCOTERMS
\n2020).
\n9.2. Compliance with the delivery schedule presupposes that all the commercial,
\nadministrative and technical aspects have been defined and agreed by and
\nbetween the parties and that the Purchaser has complied with the obligations
\nhe is bound to, among them the production of the required administrative,
\ncommercial and technical documentation, permits and the payment of
\nwhatever is owed or the issuance of a payment guarantee consistent with the
\ncontractual provisions.
\n9.3. Asyril is bound to respect the delivery term only on the condition that the
\nPurchaser has met all his obligations in all ongoing contracts with Asyril. If the
\nPurchaser is late in meeting his obligations, the term of delivery will be
\nprolonged accordingly.
\n9.4. If shipment or production suffers a delay attributable to the Purchaser or if the
\nPurchaser fails to pick up the Products within no later than 15 days from the
\ndate of the notice given pursuant Art. 9.1., the Purchaser will be charged for
\nthe costs of warehousing.
\n9.5. The term of delivery will extend accordingly if adverse circumstances occur
\nwhich cannot be avoided by Asyril despite reasonable care, irrespective of
\nwhether such circumstances occur on the part of himself, of the Purchaser or
\nof a third party, e.g. such circumstances may be epidemics, pandemics,
\nmobilization, war, riots, substantial equipment failures, accidents, labor
\nconflicts, delayed or defective delivery of the needed raw materials, semifinished or finished products, official measures or omissions, Acts of Gods,
\nand the prohibition of export, re-export, import, re-import or transit or an
\nembargo imposed by political authority.
\n9.6. In case the destination of the Products is outside Switzerland, the Purchaser
\nshall inform Asyril of any kind of regulations and standards applicable in this
\ncountry. If the Purchaser fails to inform Asyril, he shall bear the costs of any
\nwork required to adjust to the requested regulations\/standards.
\n10. Delivery Acceptance
\n10.1. The Purchaser is obliged to inspect the deliveries and services within 10 days
\nafter their receipt and inform Asyril immediately in writing about any defects.
\nIf he fails to do so, the deliveries and services are regarded as accepted.
\n11. Warranty
\n11.1. The warranty covers twelve (12) months and shall run from the date the
\nProducts are shipped from Asyril\u2019s premises (FCA-INCOTERMS 2020),
\nunless expressly otherwise specified.
\n11.2. For the Asycube\u2019s range (accessories not included), the warranty period can
\nbe extended to thirty-six (36) months in total, free of charge, provided that the
\nProduct(s) is (are) pre-registered on Asyril’s website where specific conditions
\nare mentioned. Acceptance of the warranty extension is at the sole discretion
\nof Asyril[\/vc_column_text][\/vc_column][\/vc_row][vc_row][vc_column width=”1\/2″][vc_column_text css=””]11.3. For supplies and services from third parties, inclusive of any mandated by the
\nPurchaser, Asyril shall be liable only within the limits, timeframes and
\nconsistent with the warranty terms of the third parties suppliers or subcontractors.
\n11.4. For parts replaced or repaired, the warranty shall run for six (6) months from
\nthe replacement or the completion of the repair, unless the original warranty
\ncovers a longer residual period.
\n11.5. Parts suffering wear and tear shall form an exception and are not guaranteed
\nunless otherwise specified in the Order Confirmation.
\n11.6. Barring any additional claims, until the end of the warranty period and if the
\nclaim turns to be justified, Asyril undertakes to repair or replace at its own
\ndiscretion, the supplied components found to be defective or unusable
\nbecause of demonstrable defects in materials, in construction or in
\nperformance. The Purchaser must allow Asyril the time needed to do all the
\nwork it deems appropriate and aimed at eliminating the defects, failing which
\nAsyril shall not be liable for the resulting consequences. In urgent cases that
\npresent a safety risk and in order to prevent very serious damages, the
\nPurchaser may himself eliminate the defects upon prior notice to and written
\nconsent of Asyril.
\n11.7. Any works required under the warranty obligations shall in principle be carried
\nout at Asyril\u2019s premises, after the Purchaser has returned to the head office of
\nAsyril, or to the Asyril\u2019s subsidiaries offices, at the Purchaser\u2019s expense, the
\ndefective Products or parts. The Products shall be returned, whenever
\npossible, in the original package or if not possible in an equivalent package
\nthat guaranties a good protection of the Products. The warranty does not
\ncover travel, accommodation and subsistence expenses in case the repairs
\ncannot be carried out at Asyril\u2019s premises. Repairs or replacements made
\nunder the terms of the warranty shall not extend the warranty period of the
\nProduct.
\n11.8. The warranty will expire ahead of schedule if the Purchaser or a third party
\nmakes an incorrect use of the Products and\/or in the case of improper
\nmodifications or repairs or if the Purchaser does not immediately take all
\nmeasures suitable to minimize the damages.
\n11.9. In the event of loss of or damage to data and\/or data storage media, warranty
\ndoes not extend to expenditure relating to the restoration of lost data.
\n12. Exclusion of further liabilities
\n12.1 Any kinds of infringements of the contract and their legal consequences as
\nwell as any claims of the Purchaser are finally stipulated in these conditions,
\nirrespective of the legal basis for such claims. Especially any claims for
\nindemnification, price reduction, cancellation of the contract or withdrawal
\nfrom the contract are excluded. The Purchaser is under no circumstances
\nentitled to claim for compensation for damages which did not occur on the
\ndelivery item itself, especially for loss of production, loss of use, loss of orders,
\nloss of profit and other direct or indirect damages.
\n13. Drawings, technical documentation & complementary softwares
\n13.1. All Asyril\u2019s drawings, technical documentation, illustrations, indications of
\nweights and measurements shall be purely indicative unless specifically
\ndefined as being an integral part of the contract.
\n13.2. ASYRIL may hand over plans and documents of the Purchaser to its
\nsubcontractors confidentially and as a loan enable them to execute the work
\nassigned by Asyril for the fulfilment of the Purchaser\u2019s order.[\/vc_column_text][\/vc_column][vc_column width=”1\/2″][vc_column_text css=””]13.3. The Purchaser shall not transfer any data, photos, documents, files, drawings,
\netc. to third parties which would enable them to copy parts, subassemblies,
\nmodules or an entire Asyril product. If there could be such a risk, the
\nPurchaser will not allow any third parties to see the Product, to take pictures,
\nvideo, etc.
\n13.4. The Purchaser may use the complementary softwares, know-how and
\ndocumentation for the purpose for which they were made available to him, but
\nnot disclose or make them available to others, nor copy or reproduce them.
\nAny software extension or alteration by the Purchaser requires Asyril\u2019s prior
\napproval in writing.
\n14. Intellectual Property, Trademarks and Patents
\n14.1. Any results achieved during the course of design, development, and\/or
\nmaintenance of the Products, even when done with means, tools, drawings
\nand designs provided by the Purchaser, are and shall remain the sole property
\nof Asyril which shall have exclusive ownership of any paternity and property
\nrights.
\n14.2. The Purchaser is not entitled to use and\/or cause others to use the
\ntrademarks, patents, trade names or other distinctive marks of Asyril as part
\nof its corporate name or as part of the name of any product of the Purchaser.
\nThe Purchaser undertakes not to deposit nor cause to be deposited in the
\ncountry where they have their registered offices or elsewhere any trademarks,
\npatents, trade names or other distinctive signs similar to or lending
\nthemselves to be mistaken for those of Asyril. The Purchaser shall not remove
\nor alter the Products’ copyright notices, trademarks and logos.
\n14.3. The design, information and technical documentation relating to the scope of
\nsupply and delivered by Asyril shall remain Asyril\u2019s sole property and cannot
\nbe duplicated and\/or copied, without the written consent of Asyril.
\n15. Products licenses
\n15.1. Products are covered by license agreements. Terms are specified in Products
\ndocumentation available within Products delivered. The use of Products for
\nother purposes or outside the license agreement scope is prohibited without
\nthe previous written consent of Asyril.
\n16. Environmental and operational Safety
\n16.1. The Purchaser undertakes to follow the instructions for use and the safety
\ninstructions supplied with the Product, and to train his own personnel
\nadequately so that the safe and ecological operation of the Product is
\nconstantly guaranteed. Technical modifications on the product may be carried
\nout only upon the written consent of Asyril.
\n16.2. Any kinds of infringements of Art. 16.1 and their legal and financial claims
\nfrom purchaser or a third party are excluded.
\n17. Place of Jurisdiction and Applicable Law
\n17.1. For all the relations between Asyril and the Purchaser regarding the contract
\nas well as the performances, design, amendments and effects thereof, only
\nthe Swiss Code of Obligations shall apply.
\n17.2. The sole place of jurisdiction is Fribourg\/Switzerland.[\/vc_column_text][\/vc_column][\/vc_row][vc_row gap=”35″ equal_height=”yes” content_placement=”middle”][vc_column width=”1\/6″ css=”.vc_custom_1706533963628{background-position: center !important;background-repeat: no-repeat !important;background-size: cover !important;}”][\/vc_column][vc_column width=”2\/3″][vc_column_text css=””]<\/p>\n

Download terms and conditions<\/a><\/p>\n

[\/vc_column_text][vc_column_text css=””]<\/p>\n

\u00a9 2023 Asyril SA \u2013 GTS-09-2023, EN<\/p>\n

[\/vc_column_text][\/vc_column][vc_column width=”1\/6″][\/vc_column][\/vc_row]<\/p>\n<\/div>","protected":false},"excerpt":{"rendered":"

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