General Terms and Conditions

1. Area of Application

1.1 These General Terms and Conditions apply for all deliveries and services of ELPRO-BUCHS AG (Switzerland), ELPRO Messtechnik GmbH (Germany), ELPRO Services Inc. (USA), ELPRO UK Ltd. (United Kingdom of Great Britain), ELPRO Nordic ApS (Denmark, Sweden and Finland) and ELPRO Benelux B.V. (Belgium, Netherlands and Luxemburg) (hereinafter referred to together as "ELPRO").
1.2 These General Terms and Conditions are binding if they are stated as being applicable in the quotation or order confirmation. Any other terms and conditions of the buyer shall only be valid if they have been expressly accepted by ELPRO in writing.

2. Quotation and Conclusion of a Contract

2.1 Quotations from ELPRO (in particular in price lists, brochures, the internet, etc.) are non-binding as long as ELPRO does not expressly submit a binding quotation.
2.2 The contract is viewed as having been concluded with ELPRO's written confirmation indicating that the order has been accepted (order confirmation) and/or with the issuing of the invoice.
2.3 Any deviations from the purchase order in the order confirmation and invoice shall become subject matter of the contract if the buyer does not object in writing within 5 working days upon receipt of the order confirmation. We reserve the right to correct mere calculation errors.
2.4 ELPRO reserves all rights to drawings, models, samples, similar objects and all sales documents. They must not be made accessible to third parties and must be returned to ELPRO immediately on request. Such documents may only be passed on to third persons following the prior written approval of ELPRO.

3. Scope of Deliveries and Services

ELPRO's deliveries and services are stated conclusively in the order confirmation including appendices.

4. Technical Documents

Brochures and catalogs are non-binding unless agreed otherwise. Information included in the technical documents is only binding if expressly guaranteed.

5. Prices and Dispatch

5.1 All prices are to be understood as being Ex Works ELPRO without deductions.
5.2 Unless expressly agreed otherwise, ELPRO delivers and exports its goods DAP (Incoterms 2010®).
5.3 Packaging and transportation costs, as well as all other costs incurred through the delivery, shall be borne by the buyer. The buyer must also cover the currently valid statutory taxes (e.g. VAT) and fees.

6. Payment Conditions

6.1 Subject to the express agreement of other payment conditions, invoices must be paid within 30 days of the invoice date at the ELPRO place of residence. The net amount shall be due without deductions.
6.2 The buyer must pay interest on any delayed payments from the point in time when the invoice is agreed as being due for payment, and this without a reminder being sent. This interest must comply with the usual interest rates applied at the ELPRO place of residence. The right to reimbursement of further damages is reserved.
6.3 ELPRO reserves the right to demand an advance payment or downpayment.

7. Terms of Delivery

7.1 The term of delivery stated in the order confirmation applies. The term of delivery begins with the conclusion of the contract.
7.2 The term of delivery shall be extended to a reasonable degree if ELPRO does not receive the information required to fulfil the contract in good time or if the buyer subsequently changes the information and thus causes the delivery to be delayed.
7.3 If delays exceeding 3 months occur, the buyer shall be entitled to cancel the purchase.
7.4 Partial deliveries are possible if arranged with the buyer.

8. Cancellations

8.1 Confirmed orders can only be cancelled with the written consent of ELPRO. The buyer must bear the costs arising from the cancellation as well as any price increases incurred through the reduction of the ordered amount.
8.2 Confirmed orders can only be partially cancelled following the written consent of ELPRO. The buyer must bear the costs arising from the partial cancellation, as well as from customized work performed on a standard article such as calibration work, or which still needs to be performed to return the standard article to its original condition, and any price increases incurred through the reduction of the ordered amount.
8.3 Confirmed partial orders can also only be partially cancelled with the written consent of ELPRO. If partial orders are not released during the agreed period, ELPRO shall have the right to release the partial orders and arrange the corresponding invoicing itself.
8.4 Project orders can also only be cancelled with the written consent of ELPRO. The work performed from the time when the project order was issued until the time of cancellation shall be invoiced accordingly.

9. Inspection and Acceptance of Deliveries

9.1 The buyer must inspect the delivery within 8 days upon receipt and must compare it with the shipping documents. ELPRO must be notified of any defects immediately in writing. If the buyer does not fulfil this obligation within the deadline, the goods shall be viewed as having been approved.
9.2 ELPRO has the right to rectify the faults it has been previously notified about in accordance with Paragraph 9.1, and which it has previously recognized, or is entitled to replace the defective products.

10. Reservation of Property Rights

The delivered goods remain the property of ELPRO until all invoices have been paid in full. Should the buyer display conduct which is contrary to the contract, in particular if payment is delayed, ELPRO shall be entitled to demand the return of the delivered products. The buyer authorizes ELPRO to make the entries in the register required to ensure its ownership claims, if need be.

11. Warranty

11.1 Under the condition that the products are operated properly in accordance with the operating manual, ELPRO guarantees that the products shall function as specified in the operating manual and/or in the article description. The warranty period is 24 months and begins with the arrival of the delivery at the agreed delivery location (at time of the transfer of risk). If the products have a service life of less than 24 months, the warranty period shall be limited to 12 months or the expiration date specified on the product. For replacement parts during the warranty, the warranty obligation starts again from the time of the transfer of risk. For all service orders, check-ups or calibrations, the warranty period starts on the date specified on the accompanying service documents.
11.2 The delivery item is defective if it (a) deviates from the contractual condition or (b) infringes upon the rights of third persons.
11.3 The warranty applies exclusively for damage on the product which can be proven to have been caused as the result of poor material, faulty design or bad workmanship on the part of ELPRO. In contrast, damages are excluded which are due to natural wear and tear, inadequate maintenance, negligence, the disregard of the operating instructions, excessive stress and strain, unsuitable operating materials, improper installation, incorrect start-up, incorrect installation on the part of the buyer, and not due to changes or modifications on the product performed by ELPRO, as well as all other reasons for which ELPRO is not responsible.
11.4 In the event of defects under warranty obligation, ELPRO shall cover the expenses required to provide an improvement or a replacement delivery, in particular ELPRO's own material, dispatch and labor costs.
11.5 In the event that a defect is under warranty obligation, if an improvement or replacement delivery is not provided within a reasonable period set by the buyer, or if it has been rejected by ELPRO, the buyer can choose to either withdraw from the contract for the defective delivery item in accordance with the statutory regulations, or can reduce payment and demand compensation or the refund of wasted expenditures.
11.6. Unless agreed otherwise in the order confirmation, the statutory limitation for the warranty claim for the delivery item is for:
(I) New products: 2 years
(II) Used product and repairs performed in the respective scope of the repair: 3 months from the time of transfer of risk
The customer is obliged to prove this.
11.7 Products which are proven to be defective and which are included in the afore-mentioned warranty must be forwarded immediately to ELPRO, however by 2 weeks at the latest after delivery, together with a description of the problems which have occurred and the presumed causes of the problems. ELPRO is permitted to choose whether (a) to replace the product (with a new or used product with the corresponding remaining service life/useful working life or expiration date) or (b) to repair the product. Cancellation of sale or reduction of the purchase price is excluded.
11.8 If ELPRO discovers that the returned products do not qualify for warranty coverage (e.g. normal battery change), the buyer shall be invoiced for the costs incurred as a result of this.

12. Liability for Defects

12.1 For all contract violations, ELPRO's liability is limited to cases of unlawful intent and gross negligence.
12.2 ELPRO's maximum sum of liability is always limited to the value of the sold products and services.
12.3 The buyer does not have any claim to the replacement of damages which have not occurred on the product itself, in particular the liability for production downtimes, loss of use, lost profits, and for all other indirect or direct damages are excluded.

13. Force Majeure

No contract violation nor obligation to pay damages applies if one of the parties is prevented from fulfilling its obligation due to cases of force majeure, in particular due to laws, regulations, decrees or other official measures, fire, storm, floods, strikes or other industrial disputes, a lack of, or inability to procure, raw materials, fuel, electricity, or means of transportation.

14. Data Protection

ELPRO has an obligation to treat customer data with care and to comply with the valid data protection laws.

15. Applicable Law and Jurisdiction

15.1 This contract is subject to Swiss law under the exclusion of the United Nations Treaty dated 11th.April 1980 regarding contracts governing the international sale of goods.
15.2 The place of fulfillment and jurisdiction is for:
ELPRO-BUCHS AG: 9470 Buchs-SG (Switzerland),
ELPRO Messtechnik GmbH: Schorndorf (Germany),
ELPRO Services Inc.: Marietta, OH (USA),
ELPRO UK Ltd.: West Suessex (United Kingdom of Great Britain),
ELPRO Nordic ApS: Ballerup (Denmark),
ELPRO Benelux B.V.: Breda (Netherlands)

16. Legally Binding Version and Miscellaneous

16.1 These General Terms and Conditions have been written in both the German and English language. In the event of deviations or ambiguities, the German language is viewed as being legally binding.
16.2 If one or more of the provisions of these General Terms and Conditions should prove invalid, this shall not affect the validity of the other provisions.

17. Invoice

17.1 ELPRO always issues paper invoices, but can also send them by e-mail.
17.2 Any other form of invoicing (e.g. electronic, collective invoice) is subject to separate agreements and may incur additional costs.

Special Conditions Cold Chain Monitoring Solutions (CCMS)

18. Scope of the Special Conditions

18.1 The special CCMS conditions are relevant for all purchase orders for data loggers and indicators (LIBERO) for the following ELPRO cold-chain applications:
• LIBERO Ti1, Ti1-S, Ti1-D
• LIBERO CS, CB, CI and
• and the respective configurations.
18.2 These conditions shall apply for all orders unless otherwise agreed.

19. Packaging and Labelling

LIBERO PDF loggers and indicators are labelled and packaged as follows:

 

LIBERO Ti1 / Ti1-S / Ti1-D

LIBERO CS / CB / CI

LIBERO Front Standard label Standard label with logger ID (2D)
LIBERO Reverse Side Standard label with logger ID (bar code) Empty
Minimum Order Quantity Complete box or incomplete boxes upon request Only complete box
Box 50 items per box
labelled with the firmware version, expiration date, box ID and LIBERO IDs
40 items per box
labelled with the firmware version, expiration date, box ID and LIBERO IDs
Carton 8 x box (= 400 items)
standard carton label
10 x box (= 400 items)
standard carton label

  

20. Modification and Configuration

20.1 ELPRO offers the following modification and configuration options for extra charge:

 

LIBERO Ti1 / Ti1-S / Ti1-D

LIBERO CS / CB / CI

Customized LIBERO Label Individual label on the front or reverse side (only partially) of LIBERO Individual label on the reverse side (all available surfces)
Additional ID / Bar Code Label Removable label with  logger ID & bar code on the LIBERO Removable label with  logger ID & bar code on the LIBERO
Box and Carton Label Individual label on box or carton at cost Individual label on box or carton at cost


20.2 ELPRO supports its customers in the development of configuration profiles in accordance with the defined SOP.
20.3 ELPRO supports its customers in the development of SmartStarts and provides hosting services in the customer download area for extra charge.

21. Order Process

21.1 If more than one subsidiary per customer orders from the same contract, ELPRO's customer-specific purchase order form must be used.
21.2 Purchase orders to ELPRO must always be sent to the address swiss@elpro.com. If the information on the purchase order is incomplete or unclear, ELPRO may contact the buyer directly (e.g. configurations, dispatch/export modalities).
21.3 A binding order confirmation shall be issued by ELPRO once the order information is complete.

22. Delivery Times

22.1 All orders are subject to availability.
22.2 Special production plans are drawn up and agreed for the realization of major projects.
22.3 Regular, non-binding quantity forecasts (prognosis of the monthly purchase quantity) increase ELPRO's planning reliability. Customers supplying regular quantity forecasts shall receive priority treatment in situations with limited availability.
22.4 Guaranteed deliveries (volume, type and time frame) are only possible with binding prognoses and firm orders.
22.5 The following are crucial for determining the delivery period: The order quantities and types of LIBERO (warehouse availability) and the individual modification requirements (own team availability).
• The average delivery period for non-customized LIBEROs is between 5 and 10 working days.
• The average delivery period for customized LIBEROs is between 10 and 15 working days.
22.6 ELPRO makes every economically reasonable effort to be able to guarantee the requested dispatch quantities, shall however propose partial deliveries if there are limitations.
22.7 Express orders (with a required delivery period of under 5 working days) are subject to availability and result in an express surcharge.

23. Expiration Dates

23.1 LIBEROs are delivered with a validation certificate referring to the expiration date. Using component tests and spot checks as a basis, the certificate confirms the conformity of the produced products with regard to the validated hardware, firmware, the manufacturing process and accuracy of the devices.
23.2 On request and depending on availability, ELPRO can plan uniform batches per delivery (no expiration dates per delivery).
23.3 ELPRO makes every economically reasonable effort to deliver LIBEROs with a maximum remaining service life.

 

LIBERO Ti1 / Ti1-S / Ti1-D

LIBERO CS / CB / CI

Validation Certificate Per delivery, included in the shipping documents Per delivery, included in the shipping documents
Minimum Expiration Date Delivery date +12 months Delivery date + 6 months*
Maximum Expiration Date Delivery date +14 months Delivery date + 15 months*


*LIBERO CS / CB / CI are equipped with an Auto-Expiry-Date function to increase user security and to prevent use outside of the certification period.
23.4 If requested in the purchase order, validation certificates can also be transferred electronically to a specified e-mail address or made available as a download (subject to an extra charge).

Special Conditions Off-Site Service

24. Scope of the Special Conditions

24.1 The special "off-site service" conditions apply for rental devices, temporary replacement devices and replacement sensors, as well as for the following services performed at ELPRO:
• Check-up / maintenance
• Data recovery
• Repair / replacement
• Calibration
• Warranty declaration and damage notification (8D)
For more details on the services on offer, go to: www.elpro.com
24.2 These conditions apply for all orders unless otherwise agreed.

25. Quotation and Order

25.1 The customer is responsible for the packaging and transportation of the devices to ELPRO.
25.2 The customer must define the work to be performed in advance.
25.3 If requested, a quotation for the scope of the service work shall be drawn up beforehand.
25.4 For all service work and declarations relating to warranty/goodwill issues and 8D (notifications of damage), the check-up process is performed first. If the check-up is cancelled due to a failure criterion, the declaration shall be issued on the basis of warranty/goodwill (8D damage report). If the defect falls under warranty, ELPRO shall not charge for the performed check-up/maintenance or shall replace the device free of charge.
25.5 The device configuration is returned to the factory settings for all work performed within the framework of off-site services.
25.6 All customer labels applied to devices may be removed for check-up/maintenance, repair and calibration and might not be subsequently reapplied.
25.7 Devices with defects which can no longer be repaired shall be disposed by ELPRO unless the customer provides prior notification that faulty devices are to be returned.
25.8 All other work not specified in clause 24.1 falls under "special construction", is invoiced under a project at cost (e.g. special assembly devices, assembly of LIBERO Te1-P on cyro vessel, exit calibration for LIBERO with alternative power supply).

26. Check-Up / Maintenance and Data Recovery

26.1 For all devices, check-up/maintenance includes checking the function of the device, searching for obvious and hidden damage, changing the battery and, where possible, checking the electrics. The work performed during check-up/maintenance is performed using a checklist.
26.2 Check-up/maintenance must be performed prior to data recovery. Data recovery involves the attempt to read out data (if necessary using special procedures and tools) and to determine the scope of plausible data. ELPRO does not provide any guarantee for the success and correctness of the interpretation. If data recovery is successful, the customer shall be sent the data by electronic means and a plausible data interpretation shall be proposed.

27. Repair

ECOLOG devices can only be repaired in accordance with the repair catalog. Sensor repair is possible but limited. Following successful repair, a warranty period of 6 months shall be granted for the product or accessory related to the repair which was not in warranty before.

28. Calibrations in the ELPRO Laboratory

28.1 Unless otherwise specified by the customer in the order, calibration is performed at the standard calibration points defined by ELPRO.
28.2 Electrical calibrations are carried out in accordance with the work instructions. For each device type, standard calibration points are available. A calibration certification is provided as a result.
28.3 Factory calibrations are carried out in accordance with the work instructions. For each device type, standard calibration points are quoted, or other calibration points if explicitly ordered. A calibration certificate is provided as a result.
28.4 ISO 17025 / SCS calibrations are performed in accordance with the work instructions and also in accordance with ISO 17025 standards. Standard calibration points are quoted for the device in question, or other calibration points if explicitly ordered. A calibration certification which complies with this ISO standard is provided as a result.
28.5 Calibrations are performed on humidity transmitters (for ECOLOG THx), HAMSTER EHT & LIBERO THx according to the following process:
1) (Input) calibration, tolerance check
2) Adjustment if outside of tolerance,
3) (Output) calibration
The customer receives either one or two calibration certificates accordingly.
28.6 Calibration work which ELPRO cannot perform in its own laboratory is contracted to suitable external laboratories and invoiced at cost. 

29. Process Rental Devices, Temporary Replacement Devices, Replacement Sensors

29.1 Rental devices are available to all customers and interested parties for a minimum rental duration of 3 weeks. The rental period can be extended beyond this period on a weekly basis.
29.2 Temporary replacement devices are available to existing customers during the replacement or repair period. They must be returned to ELPRO and are invoiced in the same way as for rental devices.
29.3 Temporary replacement devices and rental devices (with the exception of the ECOLOG TH1) are always dispatched without accessories.
29.4 Replacement sensors are available to existing customers for existing systems. Here, the quotation covers the delivery of calibrated sensors for the coming period and is subject to the return of the expired sensors to ELPRO within 4 weeks upon receipt of the replacement sensors.
29.5 If the replacement sensors are returned late (the arrival date at ELPRO shall apply), they shall be invoiced at the same tariff as rental devices.
29.6 The devices and sensors supplied as a rental device, temporary replacement device or replacement sensor are used, fully functional devices with up-to-date calibration (not older than 1 year).
29.7 An invoice covering the rental amount, a return delivery form and return delivery label, if existing, is supplied with the delivery.
29.8 Devices and sensors to be returned must be packaged carefully and returned only using the return delivery label, if existing, intended for this purpose. Expenses incurred through return deliveries without the correct return delivery label may be invoiced separately.
29.9 When they arrive at ELPRO, the devices/sensors/transmitters are checked for damage:
• Return delivery complete and undamaged: The invoice originally sent is valid (the rental price is owed).
• Return delivery incomplete or damaged: A new invoice is issued (the purchase price is owed).

Special Conditions Project / Service Contract

30. Scope of the Special Conditions

30.1 Projects are agreed within the framework of a contract for service with the customer. The detailed definition of the customer's requirements, a realistic schedule and the acceptance conditions form the content of a service contract. The content of the service contract may be included in the quotation. The sending of a purchase order is equated with the service contract having been approved. A service is provided in accordance with the requirements specified by the customer and agreed with ELPRO in writing.
30.2 Depending on the scope of the project, this can be split up into stages (e.g. for installations: the first stage could be installation, the second calibration and the third qualification). The stages are defined together with the customer beforehand.
30.3 For projects with an order total exceeding 20,000 CHF/€/USD, the due amounts are invoiced in 2 installments: 50% with the order confirmation/purchase order and 50% upon project acceptance. The exact costs are charged at actual cost whereby the final invoice may deviate from the quotation price by ± 10%.
30.4 By signing the acceptance documents, the customer accepts the supplied service and the related expenses. Minor improvements must be noted in the comments field of the acceptance document and scheduled together with ELPRO.
30.5 A warranty is only provided for ELPRO components in accordance with their specifications. A warranty for the entire service including third-party components is excluded.
30.6 The following work is performed as projects within the framework of contract for services:
• CMS project (sales & operation)
• CCMS project (sales & operation)
• AMS project (special construction)
• GMP services
• Installation
• Qualification
• On-site calibration in accordance with SLA
• External calibrations not performed by ELPRO
• Project articles (CMS or AMS)