User Manual

16-4
Siemens Switzerland Ltd www.siemens.com/gamma 2019
Building Technologies Division
Appendix
Ordering information
International Terms & Conditions for Products
1. General
1.1 The scope, quantity, quality, functionality and technical specifica-
tions of any goods, equipment, documentation, software, work
or services to be provided by Siemens (collectively referred to as
„Supplies“) are exclusively defined as the case may be either in
the order confirmation of Siemens or the Contract signed by the
Customer and Siemens.
1.2 The offer letter from Siemens together with these terms and
conditions and those other documents expressly identified in the
offer letter as forming part of the contract shall together consti-
tute the entire agreement between the parties (the „Contract“).
Any terms and conditions of the Customer shall apply only where
expressly accepted in writing by Siemens.
1.3 References in the Contract to “Siemens” are to the Siemens legal
entity which signs the Contract, unless the context otherwise
requires. References to the “Customer” are to the legal entity to
whom the offer letter is addressed.
2. Right of Use
2.1 Except as expressly otherwise agreed in this Contract, as between
the parties all intellectual and industrial property rights in the
Supplies, in all documents provided by Siemens in connection
with this Contract (the “Documents”) and in all intellectual and
industrial property rights (including software) and know how
(“IPRs”) in the Supplies and other things provided with or as part
of the Supplies and the Documents shall be exclusively property
of and vest in Siemens. The Customer shall not be entitled to
reverse engineer, to decompile, or to reproduce (or have reverse
engineered, decompiled, or reproduced) the Supplies or parts
thereof except to the extent that such restrictions are unenforce-
able under the applicable law.
2.2 The Customer may use the Documents unmodified and to the
extent necessary for operation and routine maintenance of the
Supplies by the Customer’s own personnel, unless explicitly
agreed otherwise in writing by Siemens.
2.3 If the Supplies include Siemens software, such software is
licensed under the license terms contained in the software
documentation, the software itself or in the attached license
terms (in each case the “applicable license conditions”), which
shall prevail over this Clause 2. The software is issued in object
code without source codes. The license hereunder only grants
the non-exclusive right to use the software as described in the
applicable license conditions or, if there are no applicable license
terms, for the purpose of operation and routine maintenance of
the Supplies.
2.4 The Supplies may include third party standard software. Insofar
as specific license conditions of the third party licensor apply,
Siemens will provide such license conditions together with the
Supplies. The Customer shall comply with such third party license
terms.
2.5 Insofar as the software contains Open Source Software (“OSS”),
Siemens will provide the applicable OSS license conditions to-
gether with the Supplies. The OSS license conditions shall prevail
over this Contract. Details regarding any third-party software
and OSS contained in the Supplies are available in the software
documentation (e.g. README_OSS).
2.6 The rights granted in Clause 2 shall be transferable to a third
party only in case of transfer of the Supplies to that third party.
2.7 Without prejudice to the Customer’s intellectual property rights
and subject to compliance with applicable law, Siemens and its
Affiliates may for its own business purposes collect, use, modify,
and copy any data received under this Contract. Any legal obliga-
tions regarding personal data shall remain unaffected.
3. Prices and Terms of Payment
3.1 Unless agreed otherwise in writing, prices exclude packing,
freight, insurance and any other additional charges (such as
storage, inspections by third parties). The price payable by the
Customer under this Contract shall be referred to in this Contract
as the “Contract Price”.
3.2 The Contract Price is exclusive of any indirect taxes (such as pro-
perty, license, sales, use, value added or similar tax) and/or any
duties, customs or public charges related to the Contract. The
Customer agrees to pay to or reimburse Siemens for any taxes,
customs, duties or other public charges levied on Siemens in
relation to the Supplies. All payments shall be made to Siemens’
bank account without deduction (e.g. deduction of withholding
tax) within 30 days after issuance of the invoice. If the Customer
is required to make a deduction by law, the sum payable shall
be increased so that Siemens receives a net amount equal to
the amount it would have received without such deduction. The
Customer shall provide to Siemens tax receipts from the relevant
tax authorities in connection with the payments in due course.
3.3 Without prejudice to any other rights it may have, Siemens may
charge interest at 9 percentage points above the current base
lending rate of the European Central Bank on any overdue pay-
ments.
3.4 Each party must pay all sums that it owes to the other party un-
der this Contract free and clear without any set-off, counterclaim,
deduction or withholding of any kind, save as agreed otherwise
in writing or as may be required by law.
4. Delivery Times and Delay
4.1 Any agreed dates in respect of the Supplies or any part of them
shall be extended by a reasonable period of time if and to the
extent that Siemens is delayed or impeded in the performance of
its obligations by any third party or by the failure of the Customer
to perform its obligations. This includes without limitation the
delivery of required documents (such as necessary permits and
approvals), timely performance of any work to be undertaken by
the Customer or any third party appointed by the Customer, and
compliance with the terms of payment.
4.2 Siemens may, if it is reasonable to do so, deliver the Supplies
in stages or instalments and shall be entitled to invoice for the
Supplies on a corresponding basis.
4.3 If Siemens does not meet the agreed final delivery date solely
due to the fault of Siemens, the Customer shall be entitled to li-
quidated damages amounting to 0.5% of the price of the delayed
part of the Supplies per each completed week of delay, in which
the Customer suffered loss as a result of such delay. Liquidated
damages payable in case of delay shall be limited to 5% of the
price of the delayed part of the Supplies but in any case shall not
exceed 5% of the total Contract Price.
4.4 Any rights and remedies of the Customer in case of delay other
than those expressly stipulated in this Clause 4 and in Clause
15.2a) below shall be excluded, to the extent permissible by law.
4.5 If the Customer, the Customer’s contractors, or any other third
party appointed by the Customer causes a delay to the provision
of the Supplies, the Customer shall reimburse Siemens all reaso-
nable additional costs and expenses incurred due to such delay.
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