General. These Lullin Engineering General Terms and Conditions supersede all prior understandings, transactions, and communications (oral or written) concerning the matters referred to herein. Including without limitation Lullin Engineering sale of hardware, parts, firmware, software products, other goods, and Lullin Engineering’s provision of training, maintenance, engineering, parts repair, maintenance, and other services. And constitute the entire agreement between the purchaser of goods or services and Lullin Engineering.
It applies inasmuch as and to the extent that the parties have made no additional formal agreements in specific instances. Only Lullin Engineering’s signed order confirmation will make the contract binding. Any changes must be documented in an annex that is legally signed by both parties.
Engineering (Plans, Calculation, Electric diagrams). Engineering plans, drawings and specifications will be provided to the Buyer. Lullin Engineering team of engineers, technicians and support staff will provide the Buyer with all necessary information on-site and by phone or email. Lullin Engineering guarantees that their employees are well trained and engineering calculations, electric diagrams and other services will be available to the Buyer.
Services. Lullin Engineering agrees to provide the services for building, installing, assembling, maintaining, staff training, consulting work, preparation of design documentation, supervision of installation process, on-site verification and support for one year from acceptance of the complete design documentation by the Buyer.
Delivery. Delivery of the final product is subject to acceptance by the Buyer. Lullin Engineering’sresponsibility for loss or damage to goods in transit ends when delivered to the Buyer’s address. Lullin Engineering liability for losses incurred by our Buyers is limited to a maximum of the price paid for the goods.
Transport. Lullin Engineering can ship to most countries in the world. Shipping rates are based on Buyer’s total order. Transport is only included in the price if specified.
Machine installation. Upon Buyer acceptance of product or service, Lullin Engineering shall provide all labor, materials, tools and equipment to complete the installation. On-site installation and commissioning of the equipment shall be carried out under the supervision of Lullin engineers. The scope of work includes, but is not limited to, the following:
a. Machine / Robot installation with all necessary accessories.
b. Connection to existing electrical grid.
c. Connection to existing/non existing compressed air grid.
d. On and Off-site work.
e. Quality checks for all electrical and mechanical equipment during installation to ensure compliance with applicable codes and standards.
f. Completing all necessary testing of the system after completing the installation process.
Lullin engineers Responsibilities and Buyer Responsibilities
a. Lullin Engineering will carry out the work per the design documentation and the requirements of the contract.
b. After receipt of all data and information Lullin Engineering shall check whether all necessary data and documentation were provided and inform the Buyer if additional documents need to be provided.
c. Buyer will provide Lullin Engineering with all necessary information, materials, and approvals to carry out our obligations under the contract.
d. Buyer will ensure that Lullin Engineering has safe access to the site and any other premises where our work is carried out.
e. Buyer will ensure that all persons who may affect or be affected by our work are kept safe from the risk of injury or damage to their health.
f. Buyer will ensure that all persons who may affect or be affected by our work are kept safe from the risk of injury or damage to their property.
g. Buyer will provide Lullin Engineering with all reasonable facilities and assistance to carry out our work.
h. Buyer will ensure that Lullin Engineering has access to all information, records, and documents we may reasonably require to carry out our work.
i. Buyer will not obstruct or hinder Lullin Engineering in carrying out their work.
j. Buyer will co-operate with Lullin Engineering in good faith and give us all reasonable assistance to enable Lullin Engineering to carry out their work efficiently and effectively.
Any costs incurred due to late delivery of data and information false or incomplete information or subsequent changes of the information shall be borne by Buyer not to Lullin Engineering.
Staff training. After commissioning the product or service, Lullin Engineering shall provide staff training on the operation of the product. Lullin Engineering is committed to providing the best service possible to its Buyers, and therefore, it shall provide a complete training program for Buyer’s staff on the operations of machines.
Troubleshooting (on and off-site) and or maintenance/upgrades. Lullin Engineering shall provides maintenance of the product. A team of Lullin engineers will solve the problems that occurred during the operation and maintenance of the product. Lullin Engineering supplies After-sale service for one year under normal conditions, and also Lullin Engineering will provide technical support and replacement parts. Lullin Engineering can offer complete machines, including spare parts, technical support and training service.
Lullin Engineering is also willing to help Buyer develop their product, for example, by adding new functions or improving existing ones.
Workshops. Lullin Engineering shall hold workshops for Buyer to teach how to use the products and take care of them. Buyers will learn all about the product or services, and the Lullin Engineering team will be there to answer any questions the Buyer may have. Buyer will also meet the Lullin Engineering artists and designers behind the product, who will be available to answer any questions Buyer may have about their work.
Prices. All prices are to be considered net, in Swiss Francs, and without any deductions.
Terms of Payment. The total price for the Industrial automation engineering services performed shall be invoiced by Lullin Engineering to the Buyer per the payment conditions agreed upon in the contract. Upon Lullin Engineering’s request, the Buyer shall make an advance payment or provide security (e.g. bank guarantee) in the amount of the estimated costs. Price for the Industrial automation engineering services performed shall be made by Buyer net, without any deduction within 30 days after invoicing. Suppose the Buyer is overdue with an agreed payment. In that situation, Lullin Engineering may, following prior written notice, cease the performance of the Industrial automation engineering services until Buyer has met its payment obligations. All expenditures incurred as a result of this are the responsibility of the buyer. Buyer shall pay interest on the outstanding amount at a rate of 4% over the 12-months-LIBOR for the contractual reference currency valid at the due date, beginning on the agreed due date. If Buyer is more than two weeks late with payment or the establishment of agreed security, the entire remainder of the cost is due immediately.
Changes. Supplementary services or change requests by Buyer regarding the scope of Industrial automation engineering services will be invoiced separately based on the agreed hourly rate for Industrial automation engineering services. They also must be documented in writing and are subject to Lullin Engineering’s prior approval, as well as price, scheduling, and other associated terms and conditions.
Start of industrial automation engineering services. The start of industrial automation engineering services shall be subject to the execution of the agreed advance payment by the Buyer. The Parties shall execute the Agreement in two copies, each of which shall be signed by both Parties. The Buyer shall be entitled to issue instructions for the commencement of industrial automation engineering services at any time during the term of the Agreement. The Buyer shall be entitled to request a written report on the progress of industrial automation engineering services from Lullin engineering at any time during the term of the Agreement. The Parties shall have the right to terminate the Agreement at any time by mutual consent. The Parties shall have the right to terminate the Agreement in whole or in part, with a period of notice not exceeding thirty (30) days.
Delivery and taking over of Industrial automation engineering services. Delivery shall be regarded as completed on receipt of the engineering services specified in the contract. The schedule per this contract is preconditioned on the due fulfillment of all contractual obligations by the Buyer. If the Buyer doesn’t fulfill its payment obligations or any other contractual obligations in time, the schedule will be adjusted accordingly. Buyer shall notify Lullin Engineering of any claims regarding the engineering services within 30 days from the date of receipt of the engineering services; otherwise, the delivery of the engineering services respectively the Industrial automation engineering services shall be regarded as entirely accepted by Buyer. In case of non-conformity of the engineering services with the services to be provided under this contract, Lullin Engineering has the right to take remedial steps within a reasonable time frame to be agreed upon between the parties. In no case shall Buyer be entitled to a price reduction in case of non-conformity.
Risk of loss and insurance. The benefit and the risk of the engineering services shall pass to the Buyer with its delivery.
Precedence. BUYER’S PURCHASE OF Lullin Engineering PRODUCTS HEREUNDER REPRESENTS ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN, WHICH CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ANY PRIOR OR CONTEMPORANEOUS COMMUNICATIONS, REPRESENTATIONS Buyer’s additional or different terms and conditions, to which notice of objection is given at this time, take Lullin Engineering’s performance or delivery shall not be construed as acceptance of Buyer’s extra or modified terms. Any modification to these Terms and Conditions must be made in writing and signed by authorized representatives of both parties.
Waiver. No failure to exercise, delay in exercising, or course of dealing under these Terms and Conditions shall be construed as a waiver, nor shall any single or partial exercise of any right, power, or privilege under these Terms and Conditions preclude any other or further exercise of that right, power, or privilege, or the exercise of any other right, power, or license under these Terms and Conditions.
Assignment. Buyer may not assign any order subject to these Terms and Conditions without the prior written authorization of a fully authorized representative of Lullin Engineering.
Force Majeure. Any delays in or failure of performance by Buyer or Lullin Engineering, other than payment of money, shall not constitute a default hereunder if and to the extent such delays or failures of performance are caused by occurrences which are unforeseen at the time the Industrial automation engineering services were commenced, are unable to prevent and are beyond the control of Buyer or Lullin Engineering including but not limited to:.
- Expropriation or confiscation of facilities.
- Compliance with any order or request of any governmental authority.
- The act of war or rebellion or sabotage or damage resulting from that place.
- Unavoidable fires, floods, explosions, or accidents.
- Riots or strikes or other concerted acts of workers.
Representations and warranties. Lullin Engineering warrants that it will perform the Industrial automation engineering services in a good and satisfactory fashion and per the standards of care and diligence generally practiced by recognized engineering firms in performing Industrial automation engineering services of a similar nature for similar projects at the time the Industrial automation engineering services are performed. Lullin Engineering makes no warranties relating to the staffing, performance or costs of operation or practical implementation, nor makes any other warranties expressed or implied. All implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose, are expressly disclaimed and waived. It is acknowledged and agreed that the only warranties afforded hereunder are those expressly outlined in the contract. Lullin Engineering shall have no liability for errors or inaccuracies in the engineering services attributable to the use of and reliance upon data, design criteria, drawings, specifications, reports or other information furnished by Buyer, and Lullin Engineering does not warrant such process or the design associated in addition to that. Lullin Engineering total aggregate liability in connection with this contract shall in no event exceed 5% of the total price.
Title to engineering documentation/ Intellectual Property Right The engineering documentation prepared by Lullin Engineering, which is supplied to Buyer following this contract, shall become the property of Buyer. Lullin Engineering reserves all intellectual property rights on the engineering documentation and information provided to Buyer, particularly copyright, ownership of inventions and confidential know-how (“IP-Rights”). Buyer shall not disclose such documents and information received by Lullin Engineering to third parties without Lullin Engineering’s prior written consent. Lullin Engineering grants Buyer a non-exclusive license to use the IP-Rights for the Industrial automation engineering services rendered only.
Consequential damages. Buyer shall not be entitled to contractual or tort claims for damages resulting from, but not limited to, loss of production, loss of usage, loss of orders, loss of profit, or any direct, indirect, or consequential damages, as long as there is no special mandatory legislation to the contrary.
Confidentiality The parties shall treat all information and documentation exchanged under this contract except the engineering services as confidential and make it known or accessible to third parties only to the extent necessary for the performance of the contract. This obligation remains in force for 3 years from the date of signature of the agreement even when the present arrangement has been cancelled or withdrawn.
Use of Personal Data. About the European General Data Protection Regulation, the Buyer agrees that Lullin Engineering is entitled to process the Buyer’s data within the scope of the business relationship between the Parties or transfer the data processing to a third party in Switzerland and abroad. Furthermore, the Buyer consents to Lullin Engineering transmitting the Buyer’s data to a third party in Switzerland and abroad to perform and maintain the business relationship between the Parties. Jurisdiction/applicable law. Any disputes arising from or in connection with the contract shall be exclusively settled by the Commercial Court of the Canton Vaud/Switzerland. Swiss Law shall solely apply.