General Terms and Conditions of Sales Printers (GTC) applicable to sales contracts concluded with Fricode Sàrl
1. Purpose of the contract
1.1. These General Terms and Conditions (GTC) apply to all service, rental, sales, license, support and maintenance contracts concluded between Fricode Sàrl (hereinafter ‘Fricode’) and the client. The General Terms and Conditions are an integral part of the contracts between Fricode and the client.
1.2. The General Terms and Conditions of the client or of a third party are not taken over or accepted. These General Terms and Conditions are not to be considered as taken over or accepted even if Fricode does not expressly reject them.
1.3. The General Terms and Conditions of the client or a third party shall only be valid if Fricode has expressly recognised them in writing.
2. Prices and statutory VAT
2.1. All prices quoted are exclusive of statutory VAT, unless expressly stated otherwise. In the event of a change to the statutory VAT rate during the term of the contract, invoices for services still due when the new VAT rate is applicable will be stopped and adjusted to the new VAT rate.
2.2. The prices of the services are subject to change in accordance with the conditions of the market and our providers.
3. Duration of services
3.1. The contractual relationship between Fricode and the client shall come into being upon the valid signing of the individual contract by both parties, with effect from the date specified therein, or upon the purchase of the product online.
3.2. The minimum duration of the rental/leasing and/or service contractual relationship between Fricode and the client is the one agreed upon in the individual contract. If no contractual term is stipulated in the individual contract, Fricode Sàrl and the client commit to a minimum term of 5 years. Once the minimum term has expired, the contractual relationship is tacitly extended for one year each time, unless the contract is terminated by registered letter six months before the end of the minimum term or the current extension term.
3.3. Fricode reserves the right to terminate the contract with immediate effect at any time before the end of the minimum term in the following cases:
• when the client is more than 30 days late in paying and does not pay within 10 days;
• when the client is subject to enforcement proceedings, bankruptcy or settlement proceedings or when such proceedings are imminent;
• when, despite a warning following careless handling, an object is damaged again.
3.4. In the event of early termination of the contract by Fricode in accordance with the previous point, the client shall return the object to Fricode in good condition.
3.5. The client may terminate the contract before the end of its minimum term by giving 180 days' notice in writing for the end of a billing period for the rental object or service if, despite repeated written complaints, Fricode can no longer guarantee proper functioning of the rental or service object.
3.6. In the event of early termination of the contract by the client, the client shall owe Fricode:
• all rent payments until the end of the minimum contract period originally agreed;
• the amount corresponding to the copies actually produced;
• 80% of the estimated amount for services agreed upon but not provided, until the end of the minimum period initially agreed. The estimate is based on the average monthly volume of pages. A minimum fee of CHF 120.00 will be charged.
• the cost of taking back the equipment;
• administrative costs.
If the client renounces the use of the machine during the term of the contract, the maintenance contract is not terminated. In this case, the client is still obliged to pay the fee or a monthly flat rate of CHF 120.00 for the months preceding the contractual end date.
4.1. As a rule, the products ordered are delivered within the period specified in the individual contract.
4.2. Unless otherwise expressly stated, the delivery period shall begin with the entry into force of the contract (para. 4.1).
4.3. Fricode may unilaterally extend the delivery period to a reasonable extent if:
• data necessary for the execution of the order is not received by Fricode in due time or is changed afterwards by the client;
• the client does not respect payment deadlines;
• delivery by Fricode’s producers or suppliers is not carried out correctly or in time. An extension of the delivery time for the above reasons does not entitle the client to claim damages or to withdraw from the contract.
4.4. Claims for damages for transport losses or damage to the products can only be made against the customer.
4.5. The client is responsible for the correctness of the delivery address and for the acceptance of the delivered products. In case of unjustified refusal to accept the delivered products, the client shall bear the resulting costs for Fricode. This shall not affect Fricode's right to carry out the contract. If a product cannot be delivered, making a second delivery necessary, Fricode shall be entitled to charge the costs of this second delivery to the client.
4.6. Fricode quotes delivery times that are as accurate as possible, although delays may occur due to unforeseen events. Operational disruptions as well as events beyond the control of Fricode shall allow for an extension of the delivery time. These include natural disasters, strikes, riots, the consequences of war and the non-requirement or impossibility of providing supplies of raw and auxiliary materials.
4.7. In the event of a delay in the delivery of materials by Fricode, the client shall grant Fricode at least 60 days and, in the case of services, at least 30 days of additional time before the contract can be cancelled. Any claim for damages against Fricode due to a delay in delivery is excluded.
5. Terms of payment
5.1. Unless otherwise agreed in writing, all payments shall be made within ten days of the date of invoice, without any deductions, in cash or by bank transfer free of charge to the paying agent designated by Fricode.
5.2. Payments shall only be deemed to have been made to the extent that they are freely available to Fricode at its bank. Any deduction of a discount, costs, taxes or fees of any kind requires a special written agreement. If the payment does not indicate the invoice in question, the payments will settle the claim of Fricode in the order in which they arose.
5.3. If the client is in default of payment, Fricode shall be entitled to claim damages of 5% from the date of eligibility and to suspend the project or to remove defects.
5.4. Billing and postage costs. Fricode may charge the client a billing fee, i.e. an amount per invoice, set as a percentage of the amount and/or in absolute value. The amount of these charges shall be announced, in a clear and appropriate manner, as part of the billing process. They may vary depending on the client's context.
6.1. Unless otherwise agreed, Fricode only delivers new factory products of the same quality as the original brand.
6.2. The client is responsible for installing the equipment in a suitable location and for ensuring that the necessary electrical and, if applicable, electronic connections are present.
6.3. Fricode guarantees that the products are suitable for the usual purposes and that they have the contractually agreed qualities (hereinafter referred to as "the guarantee"), it being understood that a possible defect must already exist at the time of transfer of risk.
6.4. Any guarantee shall be excluded if the client or third party carries out improper modifications or repairs or if the client, in the event of a defect, does not immediately take all appropriate measures to limit the damage and does not give Fricode the opportunity to repair the defect.
6.5. Spare parts or alternative materials not authorised by Fricode, as well as any consequential damage and failures arising from the use of such spare parts or materials, are excluded from Fricode's guarantee.
6.6. If Fricode replaces parts under warranty, they are the property of Fricode and are guaranteed for the remaining period.
6.7. In the event of an extended guarantee, the guarantee only covers defects resulting from the ordinary use of the product. It does not cover incorrect or inadequate maintenance of the product, or its modification by the client or a third party. Nor does it cover the use or attempted use of the product outside its specifications.
6.8. In the case of printers or multifunctional devices, the use of non-Fricode parts or toners excludes the guarantee if the defect is attributable to the use of such products.
7. Guarantee claims and liability
7.1. Fricode will repair or replace the defective product at its discretion. Any further claims, in particular claims for rescission of the contract or for damages, are expressly excluded.
7.2. If a replacement product is delivered, the defective products will be returned to Fricode, without further conditions, within ten days of receipt of the replacement delivery.
7.3. Fricode shall not be liable for consequential damages, loss of turnover, loss of profit or use, capital costs or costs of procurement of substitute products.
7.4. When Fricode takes over systems, it assumes no responsibility for the security of the client's data still on the system's data carriers.
7.5. In case of the installation and use of hardware and/or software requiring a data link between the client and Fricode (e.g. automatic meter readings), the client agrees to the transmission of the data and makes this technically possible (e.g. adequate configuration of firewalls).
8. Reservation of ownership
8.1. Fricode reserves the ownership of all delivered products until all payments related to the business relationship with the client have been received.
8.2. The client shall inform Fricode immediately in writing of any pledges or other infringements by third parties.
8.3. The client is obliged to handle the goods with care and to maintain them. In particular, the client is obliged to insure them at their replacement value against loss and damages at its own expense. If the client breaches its obligations with regard to the reserved goods, it shall be liable for the resulting damages.
9.1. The rental object remains the exclusive property of Fricode.
9.2. The client shall ensure the diligent and correct use and maintenance of the rental object system and shall not make any changes to it.
9.3. The client shall bear the risk of damage, loss or disappearance of the rental object for the entire duration of the contract.
9.4. The client is obliged to insure the rental object at its own expense against theft, burglary, fire damage and water damage. It will immediately inform Fricode of any damage to the system.
9.5. The client shall notify Fricode of a possible change of address at least 10 days before the move, indicating the new address. If the client requests the intervention of a Fricode employee for this purpose, this service will be invoiced to the client according to a previously agreed amount.
9.6. The client shall inform Fricode immediately if the rental object is in danger of being seized (e.g. in connection with enforcement proceedings) and shall notify the enforcement authorities of Fricode's ownership of the rental object.
10. Return of the object
After termination of the contract, the client is obliged to return the rental object immediately in good condition or to allow Fricode access to it for the purpose of seizure. The costs of this are to be borne by the client.
11.1. The agreed price for the service includes the following programme of services in respect of the systems covered by the service (hereinafter referred to as the "subject of the service"):
• the performance of repairs and breakdowns at the site of the object of the service, in accordance with the contractually agreed service level (hereinafter "maintenance agreement");
• replacement of defective parts by specialised Fricode staff;
• the delivery of consumables required for the use of the object of the service (toner, drum, etc.) excluding paper and staples.
11.2. The following services are not included in the price of the service and are charged to the client separately:
• repair of damages, as well as replacement of components, caused by negligence, improper use of the object of the service, power failure, lightning, theft or any other extraordinary incident;
• repair of damage and replacement of components caused by maintenance or repair work not carried out by a Fricode specialist;
• repair of damage or replacement of components caused by the use of consumables not recommended by Fricode;
• expenses related to the movement of the object of the service (removal, etc.);
• the integration of the service object into the client's network environment, including its software applications, as well as subsequent adaptations, modifications and troubleshooting;
• items processed by the IT department.
11.3. The repair of damages or alterations to the object of the service caused by improper handling or by modifications without right on the part of the client is not covered by the service price. The related costs will be invoiced separately to the client.
12. Meter readings
If the meter readings are not automatically transmitted to Fricode, the client is obliged to submit the meter reading spontaneously at the end of the billing period. If the client omits this communication, Fricode can estimate the values of the meters to be charged.
13. Miscellaneous provisions
13.1. The installation of additional options and accessories, configuration changes to a system already installed at the client's premises and the return of a rented device may only be carried out by a Fricode specialist. It will invoice the related costs separately.
13.2. Fricode shall not be liable for any malfunctioning of the system in connection with installations, relocations or modifications carried out by the client or a third party in accordance with Section 13.1.
13.3. The client declares that the signatory(ies) of the individual contract(s) is/are acting with the necessary power of attorney in order to engage its responsibility.
14. Data protection
Client data is collected, processed and used in accordance with the provisions of the Swiss Data Protection Act (SR. 235.1).
15. Applicable law and place of jurisdiction
All legal relations between Fricode and the client are governed exclusively by Swiss law, unless other legal provisions are mandatory. The exclusive place of jurisdiction for all proceedings, insofar as a mandatory place of jurisdiction is not imposed by law, is Fribourg.