GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND DEVELOPMENT

elmor AG
Mangelegg 58
CH-6430 Schwyz
Switzerland
Email: info@elmor.ch
Phone: +41 41 813 04 04
Swiss VAT No.: CHE-338.875.557 MWST

1. DEFINITIONS, SCOPE AND CONTRACT FORMATION

1.1 These General Terms and Conditions are referred to as the Terms. elmor AG is referred to as elmor. The purchaser or recipient of Products or Services is referred to as the Customer. Products include machines, devices, components, spare parts, accessories, tools, software, firmware, documentation and other supplied items. Services include engineering, consulting, studies, trials, testing, development, repair, installation, commissioning, maintenance and training. Special Developments include custom products, prototypes, adaptations, feasibility work, trials and special software.

1.2 A Contract consists of the following documents in descending order of priority: (a) an individually negotiated written agreement; (b) elmor’s order confirmation; (c) elmor’s quotation; (d) these Terms; and (e) documents expressly incorporated by reference. Written or in writing includes email from an authorised representative unless the Contract expressly requires a signed document.

1.3 These Terms apply only to Customers acting in the course of a trade, business, profession or public function. They do not apply to consumers. Any terms of the Customer are excluded unless elmor expressly accepts them in a document signed by an authorised representative. The version incorporated into a Contract remains applicable to that Contract.

1.4 These Terms apply where elmor’s quotation, order confirmation or other contractual document states that they form an integral part of the offer or Contract. Before conclusion of the Contract, the Terms are available through the clearly visible “Terms of Delivery” link in the footer of elmor’s website and may be viewed, downloaded and printed there or requested from elmor free of charge. By placing an order, signing or otherwise accepting a quotation that refers to these Terms, or by permitting elmor to begin performance on that basis, the Customer confirms that it had a reasonable opportunity to review the Terms and accepts them as an integral part of the Contract. The version made available at the time of the quotation applies unless the quotation or order confirmation expressly identifies another version.

1.5 Quotations and proposals are non-binding unless expressly stated otherwise. A Contract is concluded only when elmor issues a written order confirmation or intentionally begins performance or dispatches the Product. Statements by employees, agents or distributors bind elmor only if confirmed in writing by an authorised representative.

1.6 elmor may correct obvious clerical, calculation, transcription or pricing errors. If a correction materially changes the Contract before performance begins, the Customer may withdraw the affected order within five business days after receiving the correction. The Customer has no further claim arising from the correction.

1.7 Information in catalogues, websites, drawings, samples, demonstrations and technical documents is approximate unless expressly made binding in the order confirmation. Performance depends on the processed material, samples, configuration, environment, interfaces, maintenance and operating conditions. The Customer may rely only on statements expressly included in the Contract.

2. SCOPE OF SUPPLY AND CHANGES

2.1 The order confirmation defines the scope of supply. Installation, commissioning, training, validation, calibration, qualification, certification, site work, software adaptation, interfaces, translations, permits, transport, insurance and customs clearance are included only if expressly stated. Documentation is supplied in elmor’s standard format and language unless otherwise agreed.

2.2 elmor may make reasonable changes required by law, safety, reliability, obsolescence or supply constraints, or changes that do not materially reduce the expressly agreed function or performance. Equivalent or improved components and immaterial aesthetic, dimensional or technical deviations do not constitute defects.

2.3 Customer change requests require written agreement on scope, price, timing, testing and any other relevant consequences. elmor may suspend affected work until agreement is reached. Work already performed and costs already incurred remain payable. Reasonable partial deliveries and separate invoicing of partial deliveries are permitted.

3. CUSTOMER OBLIGATIONS AND SITE CONDITIONS

3.1 The Customer shall provide in good time complete requirements, drawings, data, interface descriptions, operating conditions, safety information, decisions, approvals, permits, representative samples, materials and all other cooperation required for performance. The Customer is responsible for defining the intended purpose and verifying suitability for its process, site, system and regulatory environment. elmor assumes responsibility for a particular purpose only where the purpose and relevant criteria are expressly stated as binding in the order confirmation.

3.2 The Customer is responsible for the legality, accuracy, completeness and non-infringement of specifications, designs, instructions, software, data, samples and materials supplied by or on behalf of the Customer. Approval of documents confirms that Customer-related dimensions, interfaces, arrangements and functions are correct.

3.3 Samples must represent the foreseeable variation in material and operating conditions. The Customer shall inform elmor without delay of relevant changes to samples, materials, suppliers, processes or operating conditions. Samples may be consumed, altered, damaged or destroyed. Unless otherwise agreed, the Customer bears all related costs and risks.

3.4 The Customer shall disclose hazardous, regulated, contaminated, biological, chemical, explosive or otherwise dangerous properties before delivery and provide all required safety information, packaging, labels, permits and handling instructions. elmor may refuse or stop unsafe work. The Customer bears the resulting costs.

3.5 For Services performed at the Customer’s site, the Customer shall provide safe and timely access, permits, qualified personnel, utilities, equipment, foundations, interfaces and suitable working conditions. The Customer is responsible for site safety and coordination. Waiting time, repeated travel and other costs caused by inadequate site readiness or Customer delay are chargeable.

3.6 If the Customer delays or fails to cooperate, pay or otherwise perform its obligations, elmor may extend deadlines, change the sequence of work, suspend performance, store Products and charge all resulting costs, including idle time, repeated tests, storage, travel, supplier charges and price increases.

4. SPECIAL DEVELOPMENTS, TESTING AND ACCEPTANCE

4.1 Special Developments involve technical and commercial uncertainty. Unless expressly agreed in a signed document, elmor shall exercise professional care and reasonable efforts but does not guarantee a particular result, budget, schedule, production readiness or commercial outcome. Concepts, calculations, trials, budgets, schedules and estimated values are development objectives only.

4.2 Failure to achieve a development objective does not by itself constitute a defect or breach of Contract. Tests demonstrate performance only for the samples, lots, tolerances, configurations, settings, interfaces, environments and operating conditions actually tested.

4.3 The agreed test protocol defines the samples, methods, tolerances and acceptance criteria. If no protocol is agreed, elmor may determine a reasonable test scope. Performance criteria are warranted only after successful completion of the agreed tests and confirmation in elmor’s written final acceptance or validation protocol, and only within the tested range.

4.4 Changes to materials, suppliers, lots, processes, interfaces, software, configuration, environment or operating conditions may invalidate test results and related warranties. Further testing, adaptation and revalidation are chargeable.

4.5 A prototype, pilot unit or development unit may not be used for regular production, commercial processing, safety-critical operation or supply to a third party before elmor has released it for that purpose in writing. Earlier or unauthorised use is at the Customer’s sole risk.

4.6 elmor is not responsible for deviations or failures caused by incomplete requirements, non-representative samples, changed materials, third-party components, external interfaces, site conditions, operating methods, modifications or Customer instructions.

4.7 If elmor reasonably concludes that the intended result is infeasible, unsafe, unlawful, not achievable with the available information or samples, or would require materially disproportionate additional effort or cost, elmor may suspend or terminate the affected work. The Customer shall pay for work performed and work in progress, whether usable or not, together with materials, testing, third-party costs, non-cancellable commitments, storage and demobilisation. elmor shall refund any unused balance after deducting amounts due. Subject to mandatory law, the Customer has no further claim arising from the suspension or termination.

4.8 Formal acceptance applies only if expressly agreed and normally takes place at elmor’s premises. If the Customer does not attend despite reasonable notice, elmor may conduct the test without the Customer. Acceptance may be refused only for a material non-conformity that prevents the substantially agreed use. Minor defects, cosmetic deviations and outstanding documentation do not justify refusal.

4.9 Acceptance occurs at the earliest of: (a) signature of an acceptance record; (b) productive or commercial use; (c) integration other than solely for installation, commissioning or agreed acceptance testing; (d) transfer to a third party; (e) failure to attend an agreed acceptance test; or (f) ten business days after delivery or notice of readiness without detailed written notice of a material non-conformity. Repeated tests attributable to the Customer are chargeable.

5. PRICES, TAXES AND PAYMENT

5.1 Prices are net in the stated currency and exclude VAT, other taxes, duties, levies, bank charges, certification, packaging, freight, insurance, installation, travel and other expenses unless expressly included. The Customer bears all taxes and public charges connected with the Contract except taxes on elmor’s net income. If withholding is required by law, the Customer shall increase the payment so that elmor receives the invoiced amount, unless such an increase is prohibited by mandatory law.

5.2 If performance is delayed for reasons attributable to the Customer, elmor may charge the resulting costs and adjust prices to reflect increases in materials, labour, energy, transport, exchange rates, taxes, duties and supplier prices after the originally planned performance date.

5.3 The agreed payment schedule applies. If no schedule is stated, full payment is due before dispatch of the Product or delivery of the final Service result. Payment is made only when cleared funds are irrevocably credited to the account designated by elmor.

5.4 The Customer may not set off, withhold, reduce or retain payment because of a counterclaim, complaint, defect or dispute, except where the counterclaim has been acknowledged by elmor in writing, finally determined by a competent court, or may not be excluded from set-off under mandatory law. The undisputed portion remains payable when due.

5.5 Late payment bears interest at eight percent per year from the due date without further notice, or the maximum rate permitted by mandatory law if lower, plus reasonable collection, legal and enforcement costs. In the event of late payment or reasonable doubt about the Customer’s ability or willingness to perform, elmor may suspend work, withhold delivery, revoke credit terms, declare outstanding amounts immediately due and require advance payment or adequate security.

6. DELIVERY DATES, DELAY AND FORCE MAJEURE

6.1 Dates are estimates unless the order confirmation expressly identifies them as fixed and legally binding. A delivery or performance period begins only after conclusion of the Contract, receipt of any agreed advance payment and receipt of all required information, approvals, samples, materials and permits.

6.2 Dates are extended by a reasonable period for scope changes, Customer delay, repeated tests attributable to the Customer and events beyond elmor’s reasonable control.

6.3 If elmor misses a binding date solely for reasons attributable to elmor, the Customer shall grant a written grace period of at least thirty calendar days. If performance is still not made within that period, the Customer may terminate only the materially delayed and undelivered part of the Contract. elmor shall refund amounts paid for that part after deducting amounts due for completed or usable work. Subject to mandatory law, these are the Customer’s sole remedies for delay.

6.4 elmor is not liable for delay, non-performance or additional cost caused by events beyond its reasonable control, including natural events, fire, epidemic, pandemic, war, terrorism, civil unrest, labour disruption, cyber incidents, utility or telecommunications failure, transport disruption, shortages, supplier failure, sanctions, export or import restrictions, governmental measures, changes in law and delays in obtaining permits. elmor is not required to obtain replacement supplies or services at materially higher cost or on materially less favourable terms.

6.5 Obligations and deadlines are suspended for the duration and reasonable after-effects of the impediment. If the impediment continues for more than ninety calendar days and materially prevents performance, either party may terminate the affected unperformed part. The Customer shall pay for completed work, work in progress, materials, third-party costs and non-cancellable commitments. elmor shall refund any remaining unused balance. Subject to mandatory law, neither party is liable for further loss caused solely by the impediment or termination.

7. DELIVERY, RISK, PACKAGING AND TITLE

7.1 Unless otherwise agreed in the order confirmation, delivery is FCA elmor AG, Mangelegg 58, CH-6430 Schwyz, Switzerland, Incoterms 2020. The agreed Incoterms rule governs delivery duties, costs and transfer of risk only. It does not alter payment terms, title, warranty, acceptance or liability unless expressly stated.

7.2 If elmor arranges carriage without accepting another Incoterms obligation, it acts only as the Customer’s arranging agent. To the extent permitted by law, the carrier is not an auxiliary person of elmor. Risk passes under the agreed delivery term or, if dispatch, collection, delivery or acceptance is delayed for reasons not attributable to elmor, when elmor gives notice that the Product is ready.

7.3 After risk has passed, elmor may store the Product at the Customer’s cost and risk and invoice it as delivered. The Customer shall inspect shipments on arrival, record visible transport damage or missing packages and preserve all claims against the carrier.

7.4 Packaging is selected by elmor, charged to the Customer and not returnable unless otherwise agreed.

7.5 Title to Products remains with elmor until full payment of all amounts due under the relevant Contract. The Customer authorises elmor to register the retention of title or an equivalent security right and shall provide any documents required for registration or enforcement at its own cost. Until title passes, the Customer shall keep the Products identifiable, maintain and insure them, and shall not sell, pledge, transfer, encumber or lease them without elmor’s written consent. The retention of title is subject to all registration and other formalities required by applicable law.

8. INSPECTION AND NOTICE OF DEFECTS

8.1 The Customer shall inspect Products immediately after delivery and Services immediately after completion. Apparent defects, shortages and deviations must be notified in writing within eight calendar days. Latent defects must be notified without undue delay and no later than five business days after discovery, in all cases within the applicable warranty period. Where mandatory law provides a longer notice period, that period applies. 

8.2 A notice must identify the Product, serial number, delivery or invoice reference, operating conditions and alleged defect and include the available evidence. The Customer shall preserve the Product and evidence, stop use where continued use may cause further damage or risk, and give elmor a reasonable opportunity to inspect and test. The Customer may not repair, alter, dismantle or return the Product without elmor’s written authorisation, except for urgent safety measures that are immediately documented and reported.

8.3 If the Customer fails to inspect or notify within the applicable period, the Product or Service is deemed accepted in respect of the relevant defect, except where mandatory law provides otherwise. A complaint does not suspend payment obligations.

9. WARRANTY AND EXCLUSIVE REMEDIES

9.1 Unless otherwise agreed, the contractual warranty period is twelve months from transfer of risk or 2,000 operating hours, whichever occurs first. For Special Developments subject to formal acceptance, the period begins on acceptance but no later than fifteen months after elmor first gives notice of readiness. Any longer mandatory statutory period remains unaffected. The Customer shall keep appropriate operating and maintenance records.

9.2 elmor warrants only that, when risk passes, Products materially conform to the binding specifications in the order confirmation and are free from material defects in workmanship and materials under the agreed operating conditions.

9.3 For a defect for which elmor is responsible and which has been notified correctly and on time, elmor may, at its option, repair the affected Product, replace the affected Product or component, grant an appropriate credit, or refund the net amount paid for the affected Product or component against its return. Except for rights that cannot be excluded under mandatory law, these remedies are exclusive. In particular, any non-waivable statutory right to rectification remains unaffected. elmor shall have a reasonable number of attempts and a reasonable period to provide the selected remedy.

9.4 Warranty work is performed at elmor’s premises unless elmor decides otherwise. Unless expressly agreed, the Customer bears the costs and risks of removal, dismantling, access, installation, reinstallation, travel, accommodation, transport, customs clearance, packaging, on-site testing and production interruption. Repaired or replaced parts are warranted only for the remaining original warranty period.

9.5 The warranty does not cover normal wear, consumables, contamination, corrosion, cosmetic damage, unsuitable storage, transport after transfer of risk, improper installation or operation, insufficient cleaning or maintenance, failure to follow instructions, excessive loading, unstable utilities, unsuitable environmental conditions, accident, misuse, unauthorised repair or modification, third-party components or software, external interfaces, network or cybersecurity conditions, variations in processed materials or any cause outside elmor’s reasonable control.

9.6 No warranty applies outside the tested and expressly warranted operating range or after relevant changes in samples, suppliers, lots, tolerances, configuration, interfaces, environment or operating methods. For third-party components, software and services, elmor passes on only the warranty rights that the supplier permits elmor to transfer, unless mandatory law requires otherwise.

9.7 Unless expressly guaranteed in the order confirmation or a signed final acceptance protocol, elmor gives no warranty of uninterrupted or error-free operation, fitness for a particular purpose, achievement of production, economic or regulatory results, compatibility with systems not approved by elmor, or continued availability of spare parts. elmor may suspend warranty performance while payment or cooperation obligations are overdue. Such suspension does not extend the warranty period.

9.8 Returns require elmor’s prior written authorisation and compliance with its shipping instructions. A return authorisation does not acknowledge a defect or liability. Non-defective Products, custom Products, Special Developments, software, opened consumables and items manufactured or procured specifically for the Customer are not returnable unless elmor agrees in writing.

10. SOFTWARE, INTELLECTUAL PROPERTY AND DOCUMENTATION

10.1 Software, firmware and digital content are licensed, not sold. Upon full payment, the Customer receives a non-exclusive, non-transferable and non-sublicensable licence to use supplied software and firmware only with the Product and for the agreed internal purpose. No source code, development tools, algorithms or rights to manufacture, reproduce or commercialise the software are transferred.

10.2 The Customer may not copy, modify, translate, adapt, reverse engineer, decompile, disassemble, circumvent technical restrictions or create derivative works, except to the extent permitted by mandatory law. Third-party and open-source licence terms prevail for the relevant software. Updates, upgrades, cybersecurity monitoring, remote support and compatibility adaptations are included only if expressly stated. The Customer is responsible for secure networks, access controls, backups, malware protection, recommended updates and recovery procedures.

10.3 All intellectual property rights and know-how relating to Products, Services and Special Developments remain with elmor or its licensors unless a signed agreement expressly transfers a specific right. This includes designs, drawings, calculations, software, firmware, algorithms, models, prototypes, test and manufacturing methods, tools, fixtures, documentation, improvements and reusable modules, whether pre-existing or developed under the Contract.

10.4 Payment of development or tooling costs does not transfer ownership or intellectual property rights. Tools, fixtures, prototypes, test setups, development environments and production aids remain elmor’s property unless expressly transferred in the order confirmation.

10.5 elmor may use and further develop general skills, experience, methods, concepts, know-how, software modules and technical solutions created or acquired during a project, provided it does not disclose the Customer’s confidential information. Unless exclusivity is expressly agreed in a signed document, elmor may develop and supply similar or competing solutions to other customers.

10.6 The Customer grants elmor a royalty-free licence to use Customer-supplied specifications, designs, software, data, samples and materials as necessary to perform the Contract and warrants that their use does not infringe third-party rights.

11. CONFIDENTIALITY AND DATA PROTECTION

11.1 Each party shall keep confidential all non-public commercial, technical and organisational information received from the other party that is marked confidential or should reasonably be understood as confidential. It may use such information only for negotiating, performing or enforcing the Contract and may disclose it only to persons who need it for that purpose and are bound by appropriate confidentiality obligations.

11.2 The confidentiality obligations do not apply to information that the receiving party can prove was lawfully known without restriction, became public without breach, was lawfully received from a third party without a duty of confidentiality, or was independently developed. Disclosure required by law or a binding authority is permitted to the extent necessary. These obligations continue for five years after the Contract ends. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

11.3 Each party shall comply with applicable data protection law. elmor may process contact, contract, support and technical data for contract administration, performance, security, compliance and business communication and may use service providers for these purposes. Further information is contained in elmor’s privacy policy.

12. PRODUCT USE, INTEGRATION, SAFETY AND COMPLIANCE

12.1 Unless expressly assigned to elmor in the order confirmation, the Customer is responsible for Product selection, integration, validation of the complete application and compliance with laws, standards and regulatory requirements at the place of use. This includes the risk and conformity assessment of the complete system, guarding, emergency stops, interfaces, installation, software integration, training, maintenance and supervision.

12.2 elmor is responsible only for conformity and documentation expressly assigned to it in the Contract. Mandatory legal obligations imposed directly on elmor remain unaffected. The Customer shall use Products only for their intended purpose and within specified limits and shall follow and pass on all instructions and warnings.

12.3 Products may not be used in medical life-support, nuclear, explosive, aviation, autonomous-vehicle safety or other safety-critical applications in which failure could reasonably cause death, serious injury or catastrophic damage unless elmor has approved the specific application in a signed agreement.

12.4 If the Customer becomes aware of an unsafe condition, recurring malfunction or possible regulatory non-compliance, it shall stop the affected use where appropriate, preserve evidence and notify elmor without delay. The Customer shall maintain adequate insurance for its activities and the risks exceeding elmor’s contractual liability. Insurance does not expand elmor’s liability.

12.5 The Customer shall comply with applicable export control, sanctions, customs, anti-bribery, anti-corruption and trade laws and provide accurate end-use and end-user information. elmor may refuse, suspend or terminate performance without liability if it reasonably believes performance could violate applicable law or binding governmental requirements. The Customer shall pay for work performed, materials and non-cancellable commitments incurred up to suspension or termination.

13. CUSTOMER INDEMNITY

13.1 Subject to mandatory law, the Customer shall indemnify elmor and its directors, employees, agents, subcontractors and auxiliary persons against third-party claims, liabilities, losses, recalls, penalties, costs and reasonable legal fees to the extent caused by or arising from:
(a) specifications, designs, instructions, software, data, samples or materials supplied by or on behalf of the Customer, including infringement of third-party rights;
(b) integration into a machine, system or process not supplied or expressly approved by elmor;
(c) modification, misuse or use outside the specified conditions or intended purpose;
(d) use of a prototype or development unit before written release;
(e) failure to validate the application or carry out required risk assessment, safeguarding, maintenance or regulatory measures;
(f) failure to pass on instructions and warnings; or
(g) breach of export control, sanctions or other applicable law.

13.2 The indemnity does not apply to the extent a claim results from conduct for which elmor is mandatorily liable and may not lawfully obtain recourse from the Customer. elmor shall give the Customer reasonable notice of an indemnified claim, allow the Customer to participate in the defence and provide reasonable cooperation at the Customer’s cost. The Customer may not settle a claim in a manner that admits fault by elmor, imposes an obligation on elmor or affects elmor’s rights without elmor’s prior written consent.

14. EXCLUSION AND LIMITATION OF LIABILITY

14.1 Subject to mandatory law, the Customer’s rights and remedies arising from or connected with a quotation, Contract, Product, Service, advice, recommendation, drawing, test, sample, Special Development, delay, non-performance, defect or use are limited to those expressly stated in the Contract and these Terms. All other rights and remedies are excluded, regardless of the legal basis of the claim.

14.2 elmor is not liable for loss or damage caused by slight or ordinary negligence. Liability for acts or omissions of elmor’s employees, representatives, subcontractors, suppliers, carriers and other auxiliary persons is excluded to the extent permitted by law. The exclusions and limitations in these Terms also apply for the benefit of those persons.

14.3 elmor is not liable for indirect, incidental, special, punitive or consequential loss or damage, whether foreseeable or not. This includes loss of production, use, availability, output, capacity, revenue, turnover, profit, savings, opportunity, contract or goodwill; business interruption or downtime; costs of substitute equipment, substitute performance, emergency measures or cover purchases; testing, inspection, sorting, rework, third-party repair, disposal or scrapping; removal, dismantling, installation, reinstallation, travel, accommodation, transport or customs clearance; recall, field-action, notification or regulatory costs; loss, corruption or restoration of data; contractual penalties or damages owed by the Customer to third parties; and third-party claims against the Customer.

14.4 To the extent any liability remains and may lawfully be limited, elmor’s total aggregate liability arising from or connected with a Contract shall not exceed the lower of:
(a) the net price allocated to the specific Product, component, Service, project phase or work package giving rise to the claim; and
(b) the total net amount actually received by elmor for that specific Product, component, Service, project phase or work package when the claim first arose.
If the affected part is not separately priced, the attributable net price shall be determined by reasonable allocation based on its scope and value in relation to the Contract as a whole.

14.5 The liability cap is a single aggregate cap for all claims, events, losses, claimants and legal grounds combined. The value of any repair, replacement, credit, refund or other remedy provided by elmor counts towards and reduces the remaining cap. The Customer may not recover more than once for the same loss.

14.6 The Customer shall take reasonable measures to prevent and mitigate loss, including stopping operation, using available backup procedures, preserving evidence and following elmor’s instructions. elmor is not liable for loss that the Customer could reasonably have avoided or reduced.

14.7 These limitations do not restrict the Customer’s payment, indemnity, confidentiality, intellectual property or export-control obligations, or its liability for damage to elmor’s property or personnel.

14.8 No exclusion or limitation applies where prohibited by mandatory law. This includes liability for wilful misconduct, gross negligence attributable to elmor itself and mandatory product liability, in each case only to the extent that such liability cannot lawfully be excluded or limited.

15. CANCELLATION, SUSPENSION AND TERMINATION

15.1 The Customer may not cancel, terminate for convenience, reduce or return an order after conclusion of the Contract unless elmor agrees in writing. If elmor accepts a cancellation, the Customer shall pay the contract price for the cancelled part less costs that elmor demonstrably avoids as a direct result. The amount payable shall cover work performed, work in progress, materials, engineering, testing, third-party and non-cancellable commitments, administration, storage, demobilisation and the profit elmor would reasonably have earned on the cancelled part. Advance payments are credited against this amount but are otherwise non-refundable.

15.2 elmor may suspend performance immediately in the event of late payment, failure to cooperate, breach of safety or compliance obligations, an exceeded credit limit, sanctions exposure or reasonable grounds to doubt that the Customer will perform its obligations.

15.3 elmor may terminate all or part of a Contract by written notice if a material breach is not remedied within a reasonable period stated in elmor’s notice, or immediately if the breach cannot be remedied, payment remains overdue after demand, required security is not provided, the Customer becomes insolvent or subject to insolvency proceedings, or continued performance would be unlawful or unsafe.

15.4 On suspension or termination, all amounts for completed work, work in progress, materials, third-party costs, non-cancellable commitments, storage, demobilisation, interest and other charges become immediately due. Termination does not affect accrued rights. Provisions concerning payment, confidentiality, intellectual property, indemnity, liability, applicable law and jurisdiction remain effective.

16. ASSIGNMENT AND SUBCONTRACTING

16.1 The Customer may not assign, transfer, delegate, pledge or otherwise dispose of a Contract or any right or obligation under it without elmor’s prior written consent.

16.2 elmor may assign receivables and may transfer or subcontract performance to an affiliated company, specialist, supplier or service provider, provided this does not materially reduce the Customer’s expressly agreed rights.

17. GENERAL PROVISIONS

17.1 A failure or delay in exercising a right is not a waiver. A waiver applies only to the specific case and must be in writing. The Contract constitutes the entire agreement concerning its subject matter and replaces prior discussions, representations and understandings. Amendments and additional obligations require written agreement by authorised representatives.

17.2 If a provision is invalid, unlawful or unenforceable, it shall be limited or replaced only to the extent necessary to achieve its lawful commercial purpose. The remaining provisions remain effective.

17.3 The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment or fiduciary relationship. Headings are for convenience and do not affect interpretation.

17.4 Notices may be sent by email to the contractual addresses or by registered mail to the recipient’s registered office. Notices concerning termination, material breach or legal proceedings should also be sent by a method providing proof of delivery.

18. LANGUAGE, APPLICABLE LAW AND JURISDICTION

18.1 These Terms are prepared in English. Translations may be provided for convenience. Unless the order confirmation expressly states otherwise, the English version prevails in the event of inconsistency.

18.2 The Contract is governed exclusively by the substantive laws of Switzerland, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

18.3 Subject to mandatory jurisdiction rules, the exclusive place of jurisdiction is the registered office of elmor AG in Schwyz, Switzerland. elmor may also bring proceedings at the Customer’s registered office or domicile, the place of performance, the location of assets or any other court or authority having mandatory jurisdiction. elmor may seek interim, protective, debt-collection or enforcement measures before any competent court or authority.

18.4 The place of performance for delivery, Services and all Customer payment obligations is Schwyz, Switzerland, unless the order confirmation expressly states otherwise.

 

Version: 01. January 2025