General Terms and Conditions - Voicepoint AG

1. General information
The following General Terms and Conditions (hereinafter referred to as T&C) shall apply to all business transactions made between the customer and Voicepoint AG (hereinafter referred to as Voicepoint). Agreements which differ from or supplement these T&C must be made in writing.

2. Quotations
Quotations provided by Voicepoint are valid for a period of four weeks from their submission, unless otherwise stated. Quotations specified in price lists and advertisements are non-binding and subject to confirmation. Information contained within sales material (drawings, illustrations, dimensions, weights and other details) are approximate values only and do not constitute any guarantee of specific qualities, unless these are expressly identified as binding in writing.

3. Prices
All prices stated are guide prices only, which are regularly adjusted to suit the market, and are exclusive of VAT as well as postage and packing from 8620 Wetzikon.

4. Delivery
Delivery times and dates are non-binding unless otherwise expressly agreed in writing. Information provided regarding specific delivery times and dates is subject to correct and timely delivery by suppliers and manufacturers to Voicepoint. If delivery is delayed by longer than one month, the customer will be entitled to withdraw from the contract. Otherwise, delays shall in no way justify any claims for damages or the right to withdraw from the contract. Any visible differences in quantity must be reported immediately to Voicepoint and the carrier in writing, whilst more minor differences must be reported within 7 days of receiving the goods. Any complaints regarding damage, delays, loss or poor packaging must be reported to the courier immediately upon receipt of the goods.

5. Acceptance of goods
If the customer (buyer) refuses to accept items delivered or reports that he does not wish to accept the goods after the grace period has expired, Voicepoint may refuse to honour the contract and claim damages for non-fulfilment. Voicepoint is entitled to claim from the customer (buyer) either a lump sum of 10% of the agreed purchase price or compensation for damages incurred.

6. Benefits and risks
All benefits and risks shall pass to the customer (buyer) as soon as the goods are handed over to the carrier. Any agreement to cover transportation costs shall have no effect on the transfer of benefits and risks.

7. Payment
Unless otherwise agreed, invoices issued by Voicepoint are payable in full within 30 days of the invoice date to a specified bank or post office giro account. After this time, Voicepoint will be entitled to charge interest as of the due date at a rate of 8% per year without prior warning.

8. Warranty
The warranty period for hardware is 12 months from the date of invoice. If a longer warranty period is granted by the manufacturer, the full manufacturer's warranty shall apply. Voicepoint will repair or replace free of charge any parts which are proven to be defective or unusable as a result of substandard materials, faulty design or poor workmanship. Replaced parts will become the property of Voicepoint. Any transportation costs incurred will be charged to the customer. No further claims will be accepted, in particular compensation for damages or withdrawal from the contract. The following is also excluded from the warranty: damage arising from normal wear and tear, inadequate maintenance, and the customer's failure to follow operating instructions. The warranty shall expire if the customer or any third party makes alterations or repairs to the goods without our written consent. Voicepoint provides no warranty for software.

9. Exclusion of liability
Voicepoint shall only be liable for damages caused by intentional misconduct or gross negligence. The right to make claims relating to product liability will not be affected.
Voicepoint shall not be held liable, insofar as is permitted by law, for any limitations in function, interruptions or crashes relating to the customer's software or hardware, for any loss of or alterations to customer data, or for any interruptions, crashes or failures experienced by all or part of the customer's IT system. Liability for other damage is expressly excluded, in particular for consequential damages (e.g. due to business interruptions, loss of data, etc.).
Insofar as is permitted by law, Voicepoint shall not be held liable for any damage arising from the incorrect or delayed fulfilment of a customer's obligation to co-operate, for the recovery of data or for indirect or consequential damages such as additional costs, unrealised savings, lost profits or third party claims.
Under no circumstances shall Voicepoint be held liable if prevented from fulfilling its obligations correctly and in a timely manner for reasons for which it is not responsible. Dates scheduled for their fulfilment shall be extended in accordance with the impact of the circumstances for which Voicepoint is not responsible.

10. Returns
Any faulty parts or equipment to be returned must be posted or delivered to Voicepoint, together with a copy of the invoice that was delivered with them. No new warranty periods shall take effect as a result of exchanging parts, assemblies or complete pieces of equipment. The warranty period is limited exclusively to the repair or replacement of damaged items. When returning equipment to be repaired, the customer (buyer) must take precautions to ensure that all accompanying data is backed up, as this may be lost during the repair process.

11. Software licensing
Any software included as part of the delivery is supplied to the customer (buyer) solely to be resold once or for his own use, i.e. he may neither copy it nor allow others to use it. The conditions of the manufacturer's license agreement shall apply exclusively.

12. Original text
Voicepoint's T&C are available in German, French and English. In the event of any discrepancy, the German version will be deemed to be valid.

13. Severability
If any provision or part thereof is or becomes ineffective or invalid, the validity and effect of the remaining provisions shall remain unaffected. This (invalid) provision will be replaced by one which comes as close as possible to the original intent by Voicepoint.

14. Applicable law and place of jurisdiction
All contractual relations between the customer and Voicepoint shall be governed exclusively by Swiss law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The exclusive place of jurisdiction for all disputes arising from or in conjunction with this contract is Hinwil ZH.

Wetzikon, 16.04.2010

General Terms and Conditions (PDF)