Abacus Research AG General Terms and Conditions for the Abacus WebShop
1. Scope of application
The latest version of the following General Terms and Conditions (GTC) in force at the time of placing the order will apply exclusively to the business relationship between Abacus Research AG (Abacus) and the Purchaser (commercial customers/companies/public sector entities only) when using the Abacus WebShop.
2. Orders
The order placed by the Purchaser will constitute an offer to Abacus to enter into a contract. When an order is placed with Abacus, Abacus will send the Purchaser an email confirming receipt of the order and stating its details (Order Confirmation). This Order Confirmation does not yet constitute acceptance of the Purchaser's offer. No contract will be concluded until Abacus provides the services ordered, sends the purchased products to the Purchaser and confirms their dispatch by sending a second email (Shipping Confirmation). No contract will be concluded for products from the same order that are not listed in the Shipping Confirmation. Some products may be ordered directly from the manufacturer. This will be indicated in the product description. In this scenario, Abacus will forward the order directly to the manufacturer. If the manufacturer accepts the order, its contractual terms will apply to the Purchaser. Delivery and invoicing will be done by the manufacturer directly. Abacus will not be a contracting party for such products. The Purchaser may place an order as a guest (one-time order: "checkout without registering") or consent to opening a customer account with subsequent registration as a customer. The Purchaser's data will be stored for its customer account so it does not have to enter the details again when placing further orders. The Purchaser may revoke its consent in this respect at any time by deleting its customer account. The Purchaser shall ensure adequate protection of its account against unauthorised access. Strong passwords that meet the system guidelines must be used. As a general rule, login data must be changed regularly and immediately if there is reason to believe that unauthorised third parties have gained knowledge thereof. In addition to ordering products from the Abacus WebShop, the Purchaser also has the option of using Abacus services to set up the purchased products. Abacus may invoice these services as a flat-rate service fee or based on the work actually performed. These services will be provided by Abacus itself and Abacus reserves the right to engage third parties for this purpose. Services may be invoiced separately or together with the purchased products.
3. Prices
All prices are quoted in Swiss francs excluding statutory value-added tax and any customs duties or other fees (such as shipping costs). The invoice amount will be based on the price of the products at the time the order is received by Abacus or when the services are provided, or on Abacus's specified flat rate or current hourly rates for services. These may be shown on the invoice or invoiced separately. Abacus reserves the right to correct pricing errors and to change prices.
4. Payment terms
The following payment method is available to the Purchaser for the purchase of the products: Ordering on account Abacus will provide its services to the Purchaser (after a positive credit check, where applicable) on account. Abacus reserves the right to refuse to provide services on account without stating its reasons. There will be no discount options. The invoice must be paid within 30 days from the invoice date, after which payment will be deemed to be in arrears. In the event of payment arrears, default interest of 8% per annum will be charged in addition to a fee of CHF 10.00 for each reminder. In the event of payment arrears, Abacus will also be entitled to transfer the receivable(s) to a debt collection agency at the Purchaser's expense or to commission such an agency to collect the receivable(s). The right to claim further damages as a result of the arrears is reserved. Payment on account is also possible if the purchased products are collected directly from Abacus's registered office in Wittenbach, Switzerland. The Purchaser will be notified promptly when its order is ready for collection.
5. Credit check
Where Abacus is to perform its own service before receiving consideration, it may request a credit check for the Purchaser from third parties, such as a credit reference agency, to safeguard its legitimate interests. The Purchaser's payment history may be disclosed to those third parties.
6. Delivery and shipping costs
No shipping costs will be charged in the case of collection. Deliveries will generally only be possible within Switzerland and the Principality of Liechtenstein. Delivery will be direct from Abacus's warehouse to the delivery address specified by the Purchaser. Information about the delivery date will be non-binding. Any failure to meet the delivery date will not give rise to any claim for damages. If Abacus cannot deliver the purchased products, e.g. due to a failure by one of its suppliers to meet its contractual obligations, Abacus will be entitled to withdraw from the contract with the Purchaser. In this scenario, the Purchaser will be informed without delay that the purchased product is not available. If delivery to the Purchaser is not possible because the Purchaser is not present at the specified delivery address despite reasonable notice of the delivery date, the Purchaser shall bear the costs of the failed delivery. Deliveries will be made by parcel service. Delivery will be free of charge for orders over CHF 100.00. The shipping costs for orders below this amount will be CHF 10.00. The Purchaser shall inspect the package and the products delivered upon delivery. Any transport damage discovered must be reported to the delivery service immediately upon receipt of the products. The Purchaser must then refuse to accept the package and return it via the parcel service. In this scenario, Abacus will reship the purchased products without delay.
7. Retention of title
The products delivered will remain the property of Abacus until the invoice amount is paid in full. Abacus will be entitled to have its retention of title recorded on the relevant register.
8. Warranty
As a warranty for the purchased products, Abacus will provide the relevant manufacturer's warranty. All further warranty claims against Abacus are excluded to the fullest extent permitted by law. The warranty period will be a maximum of one year and will commence upon receipt of the purchased products. The Purchaser shall promptly inspect the products for defects and good condition upon arrival. If the products delivered contain obvious material, manufacturing or set-up defects, including transport damage, the Purchaser shall report such defects to Abacus without delay (within five working days at the latest) or, in the event of transport damage, to the parcel service directly, upon delivery. In the case of non-obvious defects, the Purchaser shall report them immediately upon discovery. The Purchaser must describe the defects in detail. If the delivered product is defective, the Purchaser's warranty claims will be governed by the respective manufacturer's warranty. Abacus shall review the Purchaser's justified claims and process them with the manufacturer. Abacus hereby reminds the Purchaser that there will be no warranty claims for services provided, improper use or wearing parts of the products delivered. The Purchaser shall strictly comply with the device manufacturers' terms of use. In this respect, Abacus points out that with some devices (such as Apple iPad), the batteries must not be permanently connected to the mains to avoid overheating. Any liability for damages resulting from use of the products that does not comply with the manufacturers' terms of use is expressly excluded. Abacus shall provide its services in good faith and with due diligence. The warranty for Abacus Software installed on purchased products will be governed by other contracts with the Purchaser. In this respect, Abacus does not provide any warranty to the Purchaser directly. There will be no performance or warranty claims for services provided free of charge by Abacus. Abacus may cease to provide, modify or require payment for services offered free of charge at any time and without prior notice. This will not give rise to any claims or rights on the part of the Purchaser. Abacus may engage third parties at any time in order to fulfil its obligations in accordance with the contract. The Purchaser hereby approves of the same. Abacus will select and commission such third parties carefully. These may include companies to provide certain set-up services for the purchased products, run the Abacus WebShop or deliver the purchased products.
9. Liability
Abacus's liability for wilful misconduct or gross negligence and product liability will be governed by the mandatory statutory provisions. To the fullest extent permitted by law, Abacus disclaims all liability for slight negligence or for its vicarious agents. In all other cases, in the event of any direct damage, loss or other costs, Abacus's liability will be limited to refunding the value of the order that gave rise to the claim at a maximum. To the fullest extent permitted by law, its liability for indirect damages, such as lost profit, or damage resulting from defects is hereby excluded. The Purchaser shall assert all claims within six months of the damage occurring. To the fullest extent permitted by law, these liability disclaimers and limitations will apply to both contractual and non-contractual claims by the Purchaser. Any no-fault liability on the part of Abacus is hereby excluded. In particular, it will not be liable for any loss or damage not attributable to it, particularly for safety defects of third-party partner or supplier companies. Abacus does not accept any warranty, guarantee or liability for products or services received from third parties or obtained by the Purchaser from a manufacturer directly. Abacus will not be liable for possible loss or damage resulting from defects, wear and tear or improper use of the purchased products.
10. Data security and data protection
The online shop is SSL-encrypted, meaning that all data regarding an offer, payments and customer data is securely transmitted to Abacus. Abacus will store and treat the order data in compliance with the requirements of data protection law. Such data will be processed and used to establish, execute and process the contracts concluded via the Abacus WebShop and for the purpose of future customer support and customer care. Abacus has partnered with a shop provider to run the Abacus WebShop. This provider has been carefully selected and is bound by Abacus's instructions. Further information on data protection can be found in Abacus's Privacy Policy. The Purchaser shall ensure that it complies with data protection law when using the purchased products.
11. Batteries and electrical devices
Electrical devices and batteries purchased from Abacus may be returned to it for disposal. The Purchaser shall bear any return costs. If the products purchased contain batteries, they must not be disposed of with normal waste but given to Abacus, a point of sale or a battery collection point or collection centre for disposal. Batteries are subject to a fee to finance their disposal. The battery capacity is clearly and indelibly indicated on the battery. The batteries are not rechargeable and the polarity (+/-) must be taken into account during use. They must be protected against heat. Products and batteries should not be used or stored in extreme conditions. Products should be switched off after use. When not in use for extended periods, remove batteries from the products. All batteries in a set should be replaced at the same time. If the purchased products are electrical devices, the required warnings and safety instructions, instructions for use or operation, and other information, such as information about the service life, will be provided upon delivery of the products or made available online in the Help Center.
12. Place of jurisdiction and applicable law
The contract will be governed by Swiss law to the exclusion of international private law and the Vienna Convention on Contracts for the International Sale of Goods. The place of jurisdiction will be the city of St. Gallen. However, Abacus will also be entitled to bring legal action before the competent court in the location where the Purchaser has its registered office. The place of performance for all contractual and statutory claims will be Abacus's registered office.
13. Final provisions
In the event of individual provisions of this contract proving to be invalid or null and void, this will not render the remaining provisions invalid or null and void. Instead, they will be replaced by clauses that most closely reflect the economic purpose of the contract. The same will apply in the event of a gap or omission. Any conflicting general terms and conditions of the Purchaser are hereby excluded. Abacus expressly reserves the right to make changes to these GTCs in response to current circumstances and apply such changes with immediate effect.
Last updated: 1 August 2022