This document contains the general terms and conditions for business interactions with BTRY AG. 

BTRY AG

Überlandstrasse 129
8600 Dübendorf
Switzerland
“BTRY”

  1. General Provisions
    1. These General Terms and Conditions (“GTCs) apply to all sales, deliveries and services 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. 
    2. 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 10 days. 

  2. Delivery
    1. Delivery terms shall be agreed upon in writing. If not specified, delivery shall be organized by BTRY, and delivery fees will be additional to the purchasing price. 

  3. Payment Terms
    1. 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:
      1. Kontonummer (IBAN): CH20 0070 0114 9007 3998 1
      2. Kontoinhaber: BTRY AG, Überlandstrasse 129, 8600 Dübendorf
    2. 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.
    3. 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.
  1. Warranty & Liability
    1. BTRY warrants for a period of 12 months after delivery that the Products meet the specifications agreed in the Purchase Agreement.
    2. The warranty covers defects in materials but excludes:
      1. Normal wear and tear
      2. Improper handling or use by the customer
      3. Third-party modifications or repairs
    3. 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.
    4. 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.

  2. Prohibited End-Uses
    1. BTRY explicitly prohibits the sale and usage of its batteries for:
      1. Active weapons systems or equipment designed primarily to harm or kill humans
      2. Any form of devices or systems intended to cause physical or psychological harm to humans
      3. Products where the explicit primary function is the deliberate infliction of harm to humans or the violation of fundamental human rights

  3. Intellectual Property Rights
    “Intellectual Property Rights” means all intellectual property, including know-how, in forms such as drawings, designs, documents, inventions, software programs, reports, processes and protocols, 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.

    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.

    In particular, all Intellectual Property Rights pertaining to (i) any materials provided by BTRY such as but not limited to drawings, drafts or technical specifications or (ii) the Products shall remain BTRY’s sole property and may not be in whole or in part copied or passed on to a third party without the prior written acceptance of BTRY. Likewise, the Products may not be manufactured, imitated or passed on to a third party with such purpose in mind. The Purchaser further undertakes not to analyse or reverse engineer the Products for any purpose.
  1. 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.