General terms and conditions
- These general terms and conditions shall be applicable for all offers, deliveries and services performed or undertaken by Vela Solaris AG.
- As relates to the use of the software product “Polysun”, the End User License Agreement (EULA) shall be applicable additionally.
2. Conclusion of contract
- A contract between a customer and Vela Solaris AG will enter into force only when an order of a customer is accepted by Vela Solaris AG. The order of the customer may be made via telephone, mail service or e-mail and the internet through the Vela Solaris web shop. Vela Solaris will accept the order by sending the customer an order confirmation via e-mail, mail service or through the internet by means of the Vela Solaris web shop.
- Unless otherwise specified, Vela Solaris AG shall be bound to its written offers for a period of 30 (thirty) days.
- Agreements made via the telephone shall be legally binding only when they are confirmed in writing.
3. Services offered
- All descriptions as to the services and ancillary services the customer will receive which are provided by Vela Solaris AG in the course of the order process but before the conclusion of the contract, are not final and subject to changes in design and technology as well as correction of errors in the description, depiction and pricing. Vela Solaris AG further reserves the right to deviate from the services offered or the confirmed order description with a view to legal or technical norms.
- The user shall be responsible for the correct installation, implementation and upkeep of the software delivered by Vela Solaris; the rules laid down in the End User License Agreement shall be applicable as well.
- Installation, implementation and upkeep services, inclusive of training, introduction and support, that are provided by Vela Solaris based on an individual agreement are not included in product prices and will be billed separately. Support services inclusive of data corrections or changes will be billed irrespective of success.
- Vela Solaris AG is entitled to entrust others to perform services it owes.
4. Payment conditions
- All published prices are binding list prices. Unless otherwise stated, they are listed in Swiss Francs and do not include value added tax.
- Deliveries and services for which no expressly stated fixed price was agreed upon will be billed according to the list prices valid at the time the service was provided or per hour spent on the service according to the list price at the time.
- Without written agreement laying down the contrary, Vela Solaris shall not be bound to a price quotation when the delivery date for the service is more than 4 (four) months in the future calculated from the day of the written order confirmation. In this case, the list prices at the time the service is provided will be billed.
- Unless agreed upon otherwise, payments are due 14 days after the bill is issued and without any discount. In case payment is overdue, the customer will be in arrears without further notice.
- Compensations or deductions are only possible if the contrary claim from the customer against Vela Solaris AG is acknowledged or has been legally established as final and absolute. Should a customer have received more than one payable bill, without orders to the contrary his or her payments will be credited to the bill that is due, if there is more than one bill that is due to the oldest bill first.
- Vela Solaris AG reserves the right to deliver goods and services only after prepayment by the customer. Vela Solaris AG further reserves the right to offer its services to customers only if payment is made via credit card or through cash on delivery without prior notice to the customer. Finally, Vela Solaris AG reserves the right to deny its services or the delivery of its products to prospective customers.
5. Conditions regarding delivery and provision of services
- Vela Solaris AG shall be bound exclusively by delivery dates that have been agreed upon in writing. Unless otherwise specified, changes to an order will imply the annulment of all dates and deadlines agreed upon beforehand.
- In cases of Acts of God or comparable other acts that are not the responsibility of Vela Solaris AG, delivery dates and deadlines shall be extended accordingly. Should a standardized training offered not find enough participants, Vela Solaris reserves the right to postpone or cancel the training.
- If the customer is in arrears, Vela Solaris AG reserves the right to cease the provision of any further service (also from other contracts), to rescind from the contract (declaration of rescission), to demand back the goods or to withdraw the license, as well as to demand damages.
- The exchange or the remittance of software products is not allowed without the prior consent of Vela Solaris AG. Vela Solaris reserves the right to make this consent dependent on the payment of an administration fee.
- Changes or annulations of bookings of services to be provided by Vela Solaris AG by the customer (such as trainings, support services etc.) have to be made in writing and will enter into legal force only if acknowledged in writing by Vela Solaris AG. The latter is entitled to claim generalized damages incurred by the change or cancellation (for trainings, courses etc. up to 8 [eight] working days prior to the scheduled start of the course 25 % [twenty-five percent], 4-7 [four to seven] working days prior to the scheduled start of the course 50 % [fifty percent] and 0-3 [zero to three] working days prior to the scheduled start of the course 100 % [one hundred percent] of the amount billed for the course). Efforts made in preparation for the course will be billed additionally.
- The customer is entitled to return the software within 14 (fourteen) days without stating a reason. He/she is then entitled to a refund of the purchase price, from which transaction and administration charges will be deducted. A further discount will be made for the support services provided by Vela Solaris.
6. Reservation of proprietary rights
- Goods delivered remain the property of Vela Solaris AG until paid in full. Vela Solaris is entitled to make an entry into the Swiss register for retention of title kept at the Betreibungsamt in Winterthur/Switzerland to this effect.
- The property rights for the software products are further dealt with in the End User License Agreement (EULA) of the respective software and remain valid.
7. Duty to examine and notify detected defects, acceptance
- For standard software delivered the license terms agreed upon in the order and installation process shall be valid. Should the order have been for the development of software, the following rules shall apply unless otherwise specified.
- The customer is responsible to examine delivered software or parts of software immediately upon receipt for errors and to notify Vela Solaris AG of discernible errors immediately and in writing.
- The software shall be considered accepted if the customer has not notified Vela Solaris AG within 30 (thirty) days after the delivery of the program or of the program parts.
- Should Vela Solaris AG install software based on an express agreement, the customer, having been notified of the completion of the service by Vela Solaris AG, has to test the installed software without delay. If the software runs largely as it should according to the contract, the customer has to declare acceptance immediately and in writing.
- Services are considered to be accepted if the customer does not notify Vela Solaris AG of complaints immediately after the service has been provided and in writing.
- Complaints shall be considered properly made if claims for warranty are made in writing and a detailed description of the complaint is included.
- Should the customer be in arrears with the acceptance of goods ordered, Vela Solaris AG is entitled to set a further deadline of up to 14 (fourteen) days. Should that deadline lapse, Vela Solaris shall be entitled to rescind from the contract (Declaration of rescission) or demand damages due to breach of contract.
8. Warranty and liability
- The warranty of title and the liability for defects of software is dealt with in the license contract. For further claims for warranty of title and liability for defects as well as for claims for liability against Vela Solaris based on other grounds the rules according to 8.6 shall be valid.
- The customer is aware of the fact that both standard software and software made to order cannot be delivered free of errors in every case. This is due to the complexity and the abundance of application possibilities. Vela Solaris AG does not and will not make any promise that refers to the compatibility of its software.
- Irrespective of the legal basis, Vela Solaris AG will be liable only for damages caused by the violation of a contractual main duty (main contractual obligation) or for damages caused by gross negligence or intention.
- Vela Solaris AG shall not be liable in any case of atypical and unforeseeable subsequent damage as well as for damages that the customer incurs because Vela Solaris has declared the rescission (clauses 5.5 and 7.7).
- Vela Solaris AG denies any liability if a standard training could not take place because of an Act of God.
- Equally, Vela Solaris AG will under no circumstances assume liability for damages that the customer could have prevented with reasonable measures. These include program and data backups, sufficient training on the product and clarifications as to compatibility.
- The customer is not entitled to cede his claims against Vela Solaris AG or rights and/or obligations arising under contracts concluded with Vela Solaris AG without the consent of Vela Solaris AG in their entirety or in parts to third parties. This expressly includes claims for warranty.
9. Intellectual property
- Vela Solaris AG reserves all rights for all designs, texts and pictures on its website, its publications and documentations etc. Copying or any other reproduction shall be allowed solely for the purpose of placing an order with Vela Solaris AG.
- Vela Solaris AG reserves the property and intellectual property rights for all product names, graphics, web content, calculations and all other printed matter. Customers can pass on these materials to third parties only after prior written consent by Vela Solaris AG.
- The customers’ rights to use and utilize software products after their installation or use are exclusively and exhaustively governed by the End User License Agreement (EULA) concluded in parallel to these general terms and conditions.
- The customer is obliged to notify Vela Solaris AG of any claims for right infringements made by third parties with a view to the delivered software without delay and to let Vela Solaris AG assume the right to defend itself in legal proceedings at its own cost. Vela Solaris AG is entitled to make changes to the software even if it has been accepted and paid at its own cost if those changes are made necessary by claims for right infringements of third parties.
10. Data protection
- Vela Solaris AG affirms to act in conformity with the Swiss Data Protection Act and all other relevant data protection laws when collecting, processing and using personal data.
- The customer data gathered in the processing of orders are merely used for internal marketing purposes. They are passed on to third parties only to the extent necessary to fulfil the services that are owed under its contractual obligation.
- The customer declares to be in conformity with the said use of its data. He/She has the right to view the data stored about him/her upon request.
- Vela Solaris has made the necessary security precautions for the processing of transactions via its web shop, in particular password protection, SSL-encryption, firewall technology. This ensures the safety of the data transfer. Customer data that come to the knowledge of Vela Solaris AG through a support order, a correction of data or an amendment of the customer’s data are treated confidentially and are made available only to the staff dealing with that particular order. All staff members of Vela Solaris AG are obliged to treat all these data confidentially and to neither pass them on to third parties, nor let these parties know. Physical data storages (USB-Sticks, CD-ROMs etc.) delivered to Vela Solaris AG will, upon completion of the order, be returned to the customer or destroyed without delay.
11. Legal venue and applicable law
- These General Terms and Conditions and the contracts concluded on the basis of these General Terms and Conditions are shall be governed by Swiss law with the exception of the United Nation Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN CISG or purchase law).
- Legal venue for all legal conflicts shall be the respective legal residence of Vela Solaris in Switzerland.
12. Final terms
- When goods and/or services are offered, only the General Terms and Conditions in force at the time of the respective conclusion of the contract shall be applicable.
- General Terms and Conditions of third parties (customers, distribution partners etc.) are not acknowledged by Vela Solaris AG, even if there are no obvious contradictions.
- Changes to these General Terms and Conditions are valid only if made in writing, this also applies to this particular clause.
- In case individual terms of these General Terms and Conditions are or will be considered legally void, this shall not affect the validity of all other terms. In the place of the legally void or unfeasible term a term that comes as close to the economic aim of the legally void or unfeasible term as possible shall be valid.
- This translation into English is offered as a service to our customers. However, in case of a legal dispute, only the German language version shall be legally binding.
Winterthur/Switzerland, 1 April 2017