This document contains the general terms and conditions for sales by BTRY AG.
BTRY AG
Überlandstrasse 129
8600 Dübendorf
Switzerland
“BTRY”
1. General Provisions
These General Terms and Conditions (“GTCs) apply to all sales and deliveries provided by BTRY AG (“BTRY”), unless explicitly agreed otherwise in writing. Any conflicting or deviating terms and conditions of the customer shall not apply unless explicitly accepted in writing by BTRY.
These GTCs are incorporated into and form an integral part of the corresponding Purchase Agreement. Capitalized terms used but not defined in these GTCs have the meanings given to them in the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and these GTCs, the terms of the Purchase Agreement shall prevail to the extent of such conflict or inconsistency.
BTRY reserves the right to modify these GTCs at any time. Any changes shall be communicated in writing and apply to all future transactions unless objected to within 20 days.
2. Delivery
Delivery terms shall be agreed upon in writing. If not specified, delivery shall be organized at the discretion of BTRY, and delivery fees will be additional to the purchasing price.
3. Payment Terms
The Purchaser shall pay the Purchase Price within 30 calendar days from the signing of the Purchase Agreement by both Parties to the following bank account of BTRY:
- Kontonummer (IBAN): CH20 0070 0114 9007 3998 1
- Kontoinhaber: BTRY AG, Überlandstrasse 129, 8600 Dübendorf
If payment is not made on time, BTRY shall be entitled to claim interest on the amount outstanding at a rate of 5% per year.
The Purchaser is not entitled to withhold the payment or to set it off against counter claims, except such counter claims were acknowledged in writing by BTRY or awarded by a legally binding and enforceable judgment.
4. Warranty & Liability
BTRY warrants for a period of 12 months after delivery that the products meet the specifications agreed in the Purchase Agreement.
The warranty covers defects in materials but excludes:
- Normal wear and tear
- Improper handling or use by the customer
- Third-party modifications or repairs
In a warranty case BTRY has a one-off right to remedy the defect or replace the product. For this purpose the defective products are to be made available to BTRY and BTRY may repair the corresponding product within [20] business days. If the repair or replacement fails, the Purchaser is entitled to a reimbursement.
BTRY is liable to the Purchaser both for the specifications of the products warranted in the Purchase Agreement and for the products not having any physical or legal defects that cancel or significantly reduce their value or suitability for the intended use. BTRY is not liable to the Purchaser for any indirect and consequential damages as well as for any loss of profit, except when caused by willful misconduct or gross negligence.
Except in cases of willful misconduct or gross negligence, BTRY’s total aggregate liability, whether in contractor otherwise, for any and all claims arising out of or in connection with these GTCs or the Purchase Agreement, shall be limited to the net purchase price paid by the Purchaser for the relevant products that gave rise to the claim. Any further liability, in particular for indirect, consequential or punitive damages, is expressly excluded to the extent permitted by law.
5. Prohibited End-Uses
BTRY explicitly prohibits the sale and usage of its batteries for:
- Active weapons systems or equipment designed to harm or kill humans.
- Any form of devices or systems intended to cause physical or psychological harm to humans.
- Products where the primary function is the deliberate infliction of harm to humans or the violation of fundamental human rights.
6. Intellectual Property Rights
“Intellectual Property Rights” means all intellectual property, including know-how and trade secrets, in forms such as drawings, designs, documents, inventions, software programs, reports, processes and protocols, products, and protected by means such as secrecy, patents, copyrights and trademarks and all patent applications, patents (including divisionals, continuations, continuations-in-part, reissues, re-examinations or extensions thereof), design rights, copyrights, mask work rights, trade secret rights, and all other intellectual property rights and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing, whether or not any of these rights is registered, and including, without limitation, applications for registration of, and rights to apply for, any such rights, which exist now or in the future in any part of the world. For the avoidance of doubt, know-how and trade secrets shall be deemed protected Intellectual Property Rights under these GTCs, whether or not they are reduced to writing, embodied in any tangible form, or registered.
Each Party shall retain sole and exclusive ownership of all right, title and interest to Intellectual Property Rights owned and/or controlled by the given Party which (i) exists prior to the purchase conducted by the Purchase Agreement or (ii) is developed, created, reduced to practice or acquired concurrently with, but independently from, the carrying out of the assembly and testing as described in the Purchase Agreement.
The sale of a product under these GTCs does not constitute a transfer of any Intellectual Property Rights associated with or embedded in the product. All such rights, including but not limited to rights in designs, technical specifications, software, processes, and know-how, shall remain the exclusive property of BTRY. Purchase of a product from BTRY does not include any license to reproduce, modify, decompile, reverse engineer, disassemble, or otherwise access or exploit the Intellectual Property Rights embedded in the product. The Purchaser shall not copy, disclose, or make available to any third party any materials provided by BTRY, including but not limited to drawings, drafts, technical documentation, or specifications, without BTRY’s prior written consent. Any attempt to manufacture, imitate, or reproduce the product or any part thereof, or to analyze its composition or functionality for such purposes, shall be deemed a breach of these GTCs and may result in legal action under applicable intellectual property and unfair competition laws.
7. Export Control and Sanction
The Purchaser shall comply with all applicable export control laws and regulations, including those of Switzerland, the European Union, and the United States of America, as well as all relevant sanctions regimes. The Purchaser shall not directly or indirectly export, re-export, transfer, or grant access to any products, software, technology or documentation received from BTRY to any country, entity or person restricted under such laws or regulations. Any breach of this provision entitles BTRY to terminate any affected agreement with immediate effect and seek indemnification.
8. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under these GTCs or the Purchase Agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, general shortage of energy, pandemics, governmental actions, or interruptions of transport. In such event, the affected party shall notify the other party in writing without undue delay and make reasonable efforts to mitigate the effects of the force majeure event. If the situation persists for more than 90 days, either party may terminate the affected Purchase Agreement with immediate effect by written notice.
9. Confidentiality
Each Party shall treat as strictly confidential all information received or accessed from the other Party, whether oral, visual or in writing, which is marked confidential or reasonably should be understood as being confidential (“Confidential Information”). Neither Party shall disclose Confidential Information to any third party without the prior written consent of the other Party, except as required by law or to employees/contractors and advisors bound by similar obligations of confidentiality and only as necessary for the purpose of fulfilling the agreement. This obligation shall survive termination of these GTCs and the Purchase Agreement for a period of three (3) years.
10. Severability
If any provision of these GTCs or the Purchase Agreement is held to be invalid, illegal, or unenforceable by any competent court or authority, such provision shall be deemed severed from these GTCs, and the remaining provisions shall remain in full force and effect. The Parties shall in good faith replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the Parties’ original intent.
11. Entire Agreement
These GTCs, together with the Purchase Agreement, constitute the entire agreement between the Parties and supersede all prior understandings, agreements, or representations. Any amendments or additions hereto must be made in writing and signed by both Parties.
12. Governing Law and Jurisdiction
These GTCs shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.
All disputes arising out of or in connection with the present Terms and Conditions, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the ordinary courts in Zurich (Zurich 1), Switzerland.