Terms & Conditions

1.General

These General Terms and Conditions of Sale shall apply to all legal transactions concluded in the online-shop "Bühler Digital Services" (hereinafter "Online Shop") in as much as and so far as the parties have made no other written agreements in individual cases. Any modifications or amendments have to be lawfully signed by both parties.

2. Conclusion of Contract in case of online orders

The presentation of products in the Online Shop does not represent a binding offer. By clicking the button "place order", the customer submits a binding purchase offer. The arrival of the order at Bühler AG is indicated by an automatically generated confirmation of receipt to the customer's e-mail address. The contract shall be effective only upon Bühler AG's subsequent confirmation of order.

3. Conclusion of Contract in case of online requests

By submitting a request for a certain product in the Online Shop, the customer receives a sales offer by e-mail. The contract regarding the requested product is concluded by clicking the button "place order".

4. Drawings, technical documentation and software

Brochures and catalogs are not binding. Data contained in drawings and technical documents are only binding if they are explicitly stipulated as such. Bühler AG reserves all rights to the drawings and technical documents delivered by Bühler AG. They shall not be made available to third parties. If no order is placed, all drawings and technical documents are to be returned immediately to Bühler AG or are to be destroyed respectively. As far as software is included in the supply, all rights to that software remain the property of Bühler AG. Bühler AG grants to the customer a non-exclusive right to use the delivered software, whereby the right to sublicense shall be excluded. The right is limited to the contractually agreed use. The software may only be reproduced or made available to third parties with the prior written consent of Bühler AG.

5. Prices

All prices shall be deemed to be net, ex works, without any deduction whatsoever. Any and all additional charges, such as, but not limited to, freight charges, insurance premiums, fees for export and other permits shall be borne by the customer. Likewise, the customer shall bear all value-added taxes, as well as all other kinds of taxes and fees which are levied against Bühler AG, its related companies, its factories or its personnel in connection with the contract. In case of international deliveries, customs duties and fees, if any, shall be borne by the customer.

6. Terms of payment

The customer shall pay the purchase price for the supplies within 30 days from the date of invoice. In case of paying by prepayment, the products will only be delivered after receipt of the payment. The agreed dates of payment shall be observed by the customer even if transport, delivery, installation, commissioning or taking over is delayed or prevented due to reasons beyond the control of Bühler AG, or if minor parts are missing or if rework, which does not prevent the supplies from being used, is necessary. The retention of payments or the setting-off against any counter-claims shall be excluded. If the customer is overdue with an agreed payment, Bühler AG, without prejudice to its legal rights, shall be entitled to suspend the further execution of the contract, to stop the fabrication or to retain the deliveries which are ready for dispatch. With effect from the agreed due date, the customer shall pay interest on the outstanding amount at a rate of 5%. If the customer is overdue with a payment or the establishment of an agreed security for more than two weeks, the entire balance of payment shall be due immediately.

7. Retention of title

Bühler AG remains the owner of the entire supplies until the complete receipt of the agreed payments. The customer authorizes Bühler AG to enter the retention of title in public registers or records, and shall be obliged to give any signatures requested.

8. Delivery time

The delivery time shall start as soon as the contract is entered into, the necessary technical documents of the customer have arrived completely at Bühler AG, the agreed payments and securities are given, and the required official permits are granted. The delivery time shall be deemed to be completed when the delivery is ready for dispatch at the factory within such time. Any claims of the customer for damages due to late performance are excluded, except in case of intent or gross negligence on the part of Bühler AG. The delivery time shall be reasonably extended if events of Force Majeure such as epidemics, acts of God (e.g. earthquake, flooding), mobilization, war, acts of piracy, revolution, labor conflicts, boycotts, accidents, serious breakdown in the works or official actions prevent the compliance with the delivery date. The delivery time shall also be extended if the customer changes the original order or is overdue with its contractual obligations, especially if the customer has delayed the delivery of the necessary documents, has delayed the agreed payments and securities or is overdue with the work to be carried out by the customer.

9. Packing

Packing shall not be returnable.

10. Installation

The customer is solely responsible for installation and commissioning of the supplies. If Bühler AG assumes the responsibility for the installation, supervision of the installation and/or commissioning of the supplies, the resulting costs will be charged to the customer additionally. If Bühler AG is entrusted with supervision of the installation without the installation being carried out by personnel of Bühler AG, Bühler AG is liable for defects, delay or failure to fulfill performance guarantees only if the customer proves these circumstances to be attributable to gross negligence of Bühler AG in the instruction or supervision of the local personnel. The tools used, auxiliary materials as well as surplus materials provided by Bühler AG remain the property of Bühler AG and are to be returned upon termination of the installation. Furthermore, the General Installation, Service and Maintenance Conditions of Bühler AG are applicable.

11. Free consultation

Any free-of-charge technical consultation shall be outside of any pre-contractual or contractual obligations. Bühler AG shall not be liable for free consultations, especially with respect to the correctness of the contents of the consultation.

12. Liability and insurance

The benefit and the risk of the supplies shall pass to the customer with the readiness for dispatch at works. If dispatch is delayed for reasons beyond the control of Bühler AG, the supplies are stored and insured at the expense and the risk of the customer. Transport, if any, shall be executed at the expense and risk of the customer. The customer shall be responsible for taking out insurance for the supplies against risks of any kind.

13. Place of performance

Unless otherwise agreed, place of performance for all contractual obligations is Uzwil/Switzerland.

14. Taking-over

The supplies shall be considered as having been taken over if no substantiated written complaint is made by the customer within 10 days calculated from the date of receipt. The taking-over is further considered as being completed if the customer refuses to participate in an agreed taking-over inspection or does not sign a taking-over certificate reflecting the facts truthfully. Bühler AG shall not later than at the date of readiness for dispatch, provide information and drawings which are necessary to permit the customer to commission, operate and maintain the supplies. Bühler AG shall not be obliged to provide manufacturing drawings of the supplies or of spare parts.

15. Warranty and liability for defects

The warranty period is 12 months from readiness for dispatch. The warranty by Bühler AG is subject to the timely fulfillment of the agreed payment conditions by the customer. Bühler AG shall be responsible to repair or replace any parts which, before the expiry of the warranty period, are proven to be unusable due to bad materials, faulty design or poor workmanship. The right to cancel the contract or reduce the purchase price shall be excluded. If a supply is still defective, despite a replacement or repair, Bühler AG is entitled to take back the defective supply against reimbursement of the received payments. Excluded from Bühler AG's warranty and liability are all deficiencies beyond the control of Bühler AG, especially if resulting from normal wear and tear, false information from the customer, improper maintenance, failure to observe the operating instructions, excessive loading, use of any unsuitable material, influence of chemical or electrolytic action, combination with non-original parts, installation, changes or repairs by the customer or third parties, events of Force Majeure, etc. If the customer proves that an express warranty with regard to performance, energy consumption, etc. is not achieved, the express warranty is valid only if Bühler AG, after the completed commissioning, has the opportunity to prove that the warranted parameters are achieved. The customer shall at its expense make available the necessary raw materials, energy, etc., as well as qualified personnel. If within two months from receiving the written complaint, Bühler AG is not given an opportunity to prove the warranted parameters, then those parameters are deemed to be proven.

16. Consequential damages

The warranty and liability claims of the customer are exhaustively covered by these conditions. As long as there are no specific mandatory laws to the contrary, in no case whatsoever shall the customer be entitled to contractual or tort claims for damages resulting from, but not limited to, loss of production, loss of use, loss of orders, loss of profit and other direct or indirect or consequential damages. Bühler AG is only liable to compensate the customer for the costs of remedying defects in the supply itself.

17. Jurisdiction/applicable law

The place of jurisdiction for all disputes arising out of or in connection with the legal transactions concluded in the Online Shop shall be exclusively CH-9240 Uzwil. The applicable law shall be exclusively substantive Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (1980). Bühler AG CH-9240 Uzwil

1) Scope, Specification and use of the DS Services

The DS Services, including Service hours, and support, are specified in the Agreement. Subject to the terms of these DS T&C, the Seller grants the Buyer a non-transferable, non-exclusive right (without the right to sublicense) to access and use the DS Services by using the interfaces and system elements specified in Clause 2 for the purpose of accessing Data (as defined herein). Such Data is generated by using data, which the equipment that the Buyer owns or is authorized to use (the "Buyer Equipment") transmits to the service platform.

2) System requirements

In order to use the DS Services, the Buyer must fulfil the system requirements specified in the Agreement and ensure that all required system elements are in place and are properly configured. The Buyer acknowledges and agrees that the DS Services may not work as specified if the above system requirements are not met.

3) Service Upgrades

The Seller may from time to time develop patches, enhancements and other modifications to improve the performance of the DS Services and/or the underlying systems and components, including Embedded Software (the "Upgrades") and the Buyer acknowledges and agrees that the Seller may install the Upgrades, where appropriate, without providing notice or obtaining specific consent.

4) Use of third parties and service limitations

The Buyer acknowledges (i) that the DS Services rely on and/or interoperate with third party products and services procured by the Seller (the "Third Party Products/Services"), (ii) that these Third Party Products/Services are beyond the Seller's control and (iii) that their operation may impact the use and reliability of the DS Services. The Seller undertakes to apply reasonable care in selecting the Third Party Products/Services and their relevant suppliers. The Buyer, however, acknowledges and agrees that the Seller has no obligation, and assumes no liability, in respect of these Third Party Products/Services, in particular, that the Seller does not, and does not have to, ensure that these Third Party Products/Services will operate in a reliable manner and will not impact the way the DS Services are being operated. The Seller commits to undertake reasonable efforts to keep the DS Services current with generally acknowledged and applied industry standards. Any software that is potentially embedded in the Buyer Equipment (the "Embedded Software") is licensed and governed by the terms of the relevant end user service license agreement and the Buyer acknowledges that the Seller has no obligations in respect of such Embedded Software and that no warranties are given hereunder by the Seller in respect of such Embedded Software.

5) Data

When providing the DS Services to the Buyer and similar services to other buyers, the Seller may receive data from such other buyers (the "Third Party Buyer Data") and the Buyer (the "Buyer Data"; the Third Party Buyer Data and the Buyer Data together the "Raw Data") which the Seller may assemble, store, analyze, diagnose, combine and otherwise operate in order to create output data (the "Data") that it may use, provide to other buyers and deliver to the Buyer. The Buyer shall ensure, and herewith confirms, the legality, reliability, integrity, accuracy and quality of the Buyer Data that it provides to the Seller when using the DS Services as well as the legality of the use of the Buyer Data. The Buyer herewith grants and assigns to the Seller a perpetual, worldwide, royalty-free license and right to use the Buyer Data (including, for the avoidance of doubt, Data that is derived from Buyer Data) for the provision of the DS Services to the Buyer as well as the provision of similar services to other buyers and, more generally, for use within any further Digital Services solution the Seller provides and/or may provide to the Buyer and third parties in the future. This right includes, in particular, the sharing of the Buyer Data with, and its transfer to, third parties. As far as Third Party Buyer Data forms part of, or has been used to create, the Data which the Seller will make available to the Buyer, the Buyer acknowledges and agrees that legality, reliability, integrity, accuracy and quality of such Third Party Buyer Data is the sole responsibility of the third party from which such Third Party Buyer Data was received and that the Seller has no obligations, and assumes no warranties and no liability, in respect of such Third Party Buyer Data that forms part of or has been used to create the Data. The Seller provides all Data "as is", and it is the responsibility of the Buyer to ensure its use of the Data is fit for the purpose intended by the Buyer. The Seller, therefore, has no duty to take any action regarding how the Buyer may interpret and use the Data or what actions the Buyer may take as a result of having received the Data.

6) Fees

In exchange for the right to use the DS Services in accordance with the terms of these DS T&C, the Buyer shall pay the fees (the "Fees") specified in the Agreement. The Seller reserves the right to suspend on ten (10) calendar days written notice, the provision of the DS Services in case the Fees arenot timely paid by the Buyer. The Suspension right is in addition toall other rights the Seller may have under these DS T&C. The Seller shall be entitled to change the Fees payable by the Buyerby giving four months advance notice as per the end of a month. Ifthe Buyer is not willing to accept such change of the Fees it shallbe entitled to partially terminate the Agreement only in connectionwith the DS Services by giving notice by three months prior to themonth by which the changed Fee would become applicable.

7) Data Security and Data Protection

The Seller shall provide, and the Buyer shall use, the DS Servicesby using generally accepted and applied industry standard securitytechnologies and techniques, including those relating to theprevention and detection of (i) any actual or attempted fraud andany other inappropriate access of systems, networks or data, as wellas (ii) any incidents resulting from any kind of virus, Trojan horse,worm, surveillance routines, data gathering software or any othersimilar disabling software that could erase, access or alter RawData or Data or otherwise have an adverse impact on the DSServices and/or any hardware, software and/or other resources usedin connection with the DS Services. The data security requirementsthat the Seller adheres to is available onhttp://www.buhlergroup.com/corporate-policyThe Buyer shall ensure compliance with at least similar datasecurity rules, processes and measures. If personal data as defined under applicable data protection lawsforms part of the Buyer Data and, as the case may be, the Data, theSeller and the Buyer shall at all times comply with such applicabledata protection laws while processing any such personal data orsharing such personal data with, or transferring such personal datato third parties.

8) Warranties

Within the warranty period determined in the Agreement or 6 (six)months since the conclusion of the Agreement (the "WarrantyPeriod") the Seller warrants that the DS Services will be free fromdefects in material and workmanship and the DS Services willoperate substantially in accordance with the terms of theSpecifications defined in the Agreement. During the WarrantyPeriod the Seller shall at its choice rectify or replace the defectedpart of the Buyer Equipment and/or otherwise solve the errorshaving a material impact on processes and functioning of the DSServices. There shall be no right of the Buyer to reduce the price orto rescind the Agreement.For the avoidance of doubt, there shall be no warranty obligation ofthe Seller, if and to the extent that defects have been caused by theBuyer, by a third party working at the direction of the Buyer or byany equipment operated by Buyer, in particular, there shall be nowarranty obligation of the Seller for defects of the DS Servicescaused by modifications to the DS Services and/or by theintegration of equipment (other than Buyer Equipment) by or at thedirection of the Buyer into the DS Services. In case of the Buyermodifying the DS Services without prior written permission of theSeller, the Buyer shall be liable to compensate for the damagecaused to the Seller. The Buyer acknowledges and agrees that, in particular, in light ofthe integration and use of Third Party Products/Services, the Sellerdoes not warrant that the DS Services are free from error or thatthey will at all times function and perform in accordance with thespecifications.Notwithstanding anything of the foregoing, if a defect in the DSServices is caused by a Third Party Product/Service the solewarranty obligation of the Seller will be to use its reasonableefforts to cause the relevant supplier of that Third PartyProduct/Service to remedy the defect in that Third PartyProduct/Service in due course.The Buyer acknowledges and agrees that, in accordance withClause 5, the Data is provided "as is" and that the Seller makes norepresentation or warranty with respect to its accuracy,completeness or fitness for any specific purpose. Except asexpressly set forth in these DS T&C the Seller disclaims anywarranty (express, implied or statutory), including any warrantywith respect to accuracy, completeness or fitness for any specificpurpose.

9) Limitation of Liability

Subject to the next following paragraph of this Clause 9, theSeller's liability for damages caused to the Buyer by the Sellerand/or the Seller's directors, officers, employees and otherauxiliary persons, sub-contractors and suppliers shall be excludedunder all legal headings (such as, but not limited to, nonperformance,non-proper performance, breach of warranty fordefects and in title, default, tort) for damages of any kind (such as,but not limited to, damages to property, damages caused bypersonal injury, as well as any other direct or indirect orconsequential damages), except for damages caused willfully orwith gross negligence by the Seller and/or its directors, officers,employees and other auxiliary persons; any further liability of theSeller shall be excluded. For the avoidance of doubt, the Sellershall not be liable for any damage caused by defects as set out inClause 8. In case of a DS Service outage the Buyer shall be entitled to a DSService credit which shall be in lieu of any other claim or right thatthe Buyer may have as a result of such outage. The amount of thisDS Service credit shall be dependent on the duration of the DSService outage. Per week (or part of any week) of DS Serviceoutage the yearly Fee payable by the Buyer shall be reduced by1/52. By way of example, if the DS Service outage lasts 4 days, theyearly Fee shall be reduced by 1/52, if the DS Service outage lasts16 days, the yearly Fee shall be reduced by 3/52, if the DS Serviceoutage lasts 22 days the yearly Fee shall be reduced by 4/52. In noevent, however, shall the reduction be higher than 10/52 of theyearly Fee. Unless the Parties otherwise agree, the DS Servicecredit shall be deducted from the next following invoice that theSeller will issue to the Buyer for the use of the Services. To theextent permitted by applicable law the remedies expressly set out inClauses 7 to 9 of these DS T&C shall be the sole remedies of theBuyer in case of a breach of these DS T&C by the Seller and anyfurther liability or obligation of the Seller and any further rights orclaims of the Buyer shall be excluded.

10) Confidentiality

Subject to Clause 5, any and all information disclosed to orobtained by a Party under the Agreement and/or DS T&C relatingto the other Party's intellectual property, know-how, business andbuyers, as well as any other information that by its nature orcontent is reasonably to be considered confidential (the"Confidential Information") must be treated confidentially.The Parties must not disclose (or permit the disclosure) to any thirdparty, other than its affiliates, any Confidential Information withoutthe prior written consent of the other Party and shall use allreasonable endeavors to protect the confidentiality of theConfidential Information.The Parties shall disclose Confidential Information only to those oftheir employees or advisors who have a need to know and aredirectly involved in the performance of the Agreement and/or DST&C or the use of the DS Service and shall ensure that suchemployees or advisors are aware of and comply with theseobligations on confidentiality. The provisions of this Clause 10 shall survive the expiry ortermination of the Agreement and/or DS T&C and shall last as longas the disclosing Party has a reasonable interest in having kept theConfidential Information confidential.

11) Term and Termination

These DS T&C is valid until terminated as set forth in these DST&C. The DS T&C may be cancelled by either party by givingthree months' notice as per the end of the calendar year.On the termination of these DS T&C the Buyer shall cease usingthe DS Services and if and to the extent required by applicable dataprotection laws, the Seller shall provide the Buyer with a copy ofthe personal Buyer Data and personal Data derived from thepersonal Buyer Data.

12) Governing Law and Dispute Resolution

These DS T&C shall be governed by and construed in accordancewith the laws governing the Agreement and any dispute shall besolved in accordance with the terms of the Agreement. In case theAgreement was formed by acceptance by Buyer of theConfirmation of Order the DS T&C shall be governed by andconstrued in accordance with the laws of the place of jurisdiction ofthe Seller. Any dispute arising between the parties shall be dealtwith exclusively in the courts of the place of jurisdiction of the Seller.