Between :

Ramirez Engineeering

Klybeckstrasse 141 / K-110


LLC with a capital of 20 000 CHF


and the customer.

Article 1 : General

1.1 These conditions govern the relationship between Ramirez Engineering and its professional customers. Any other document issued by our company namely catalogs, brochures, advertising, websites, etc., are for information and guidance only. These documents may be modified without our company being held responsible for them.

1.2 The acceptance by the customer of a quotation issued by our company implies his unconditional acceptance of these conditions. Such acceptance shall result from the signature of the quotation or any expression of agreement of wills in accordance with Article 3.1 hereof and, in any event, from any start of the fulfillment of the contract. A quotation issued by Ramirez Engineering is valid for 30 days, except if stipulated otherwise on the quotation.

1.3 The fact that our company does not avail itself at a given time of one of these conditions cannot be interpreted as a waiver of any of these conditions later on. The cancellation of any clause of these conditions will not affect the validity of the conditions as a whole. No total or partial cancellation or quantitative or qualitative modification of the offer can be accepted. With the agreement in writing of Ramirez Engineering, they could lead to an increase in the prices charged and would determine new delivery times.

Article 2 : Confidentiality

2.1 Ramirez Engineering is committed to respecting the confidentiality of the data, information and materials that are entrusted to it.

Article 3 : Order

3.1 Any order from the customer will be taken into account after Ramirez Engineering has received the quotation signed, dated and accompanied by the possible deposit. Such acceptance shall in any event result from any start of execution of the contract by Ramirez Engineering. A return order form will be sent to the customer by post or electronically.

3.2 No total or partial cancellation or quantitative or qualitative modification of the order can be accepted without the written consent of Ramirez Engineering. With the agreement in writing of Ramirez Engineering, they could lead to an increase in the prices charged and would determine new delivery times. In the event that the customer cancels the order, if deposits were paid, the latter will be definitively acquired by Ramirez Engineering without prejudice to any damages and interests to be paid. In the absence of a deposit payment, a penalty of 30% including VAT will be charged to the customer without prejudice to any damages and interests to be paid.

3.3 The lead time for the sale established between Ramirez Engineering and the customer when signing the quotation begins only when the deposit is paid.

Article 4 : Delivery – Transport – Transfer of risk

4.1 Ramirez Engineering reserves the right to make any modification it considers useful to its products at any time and without obligation to modify the products previously delivered or in the process of ordering.

4.2 Delivery of the goods is made either by direct delivery of the product to the customer, by notice of availability, or by delivery to a shipper or carrier. Deliveries can be performed in whole or in part. The delivery of the development or engineering service includes the supply of deliverables (code, manufacturing documentation, etc.) as specified in the contract, or the supply of a functional prototype and validations as a basis for the manufacturing order of the series.

4.3 Delays depending in particular on the time taken to develop a service or product, on the availability of the goods, on the raw materials and on the order of arrival of orders, are given as an indication ; their non-observance may in no way give rise to cancellation, penalty, damages and interests or compensation of any kind.

4.4 In the event of unforeseen circumstances Ramirez Engineering will keep the customer informed at the appropriate time. In any event, delivery within the delay can only take place if the customer is up to date with his obligations towards Ramirez Engineering, whatever the cause and without the customer being able to claim any compensation.

4.5 The transfer of risks to the customer on goods sold by Ramirez Engineering takes place when the goods are transferred to the carrier or when they leave the premises. The goods travel at the risk and peril of the buyer, who is responsible, in the event of loss, delay or failure, for making any reservation or for exercising all claims against the carriers responsible.

Article 5 : Price – Payment

5.1 Products and services are provided at the price in effect at the time of placing the order. All prices are quoted net, ex works, packing included. Any tax, levy, other service payable under the law or those of an importing or transit country shall be borne by the buyer, unless otherwise agreed in writing by Ramirez Engineering.

5.2 All purchases of services or goods will be invoiced.

5.3 Ramirez Engineering does not intend to grant any discount for payment in cash or on a date earlier than that resulting from these general conditions of sale.

5.4 Lack of customer information leading to a delay in processing the order : the customer may be asked to provide additional information relating to his order and conditioning its treatment and Ramirez Engineering cannot be held responsible for any delay in the delivery of the goods.

5.5 Order cancellation : any cancellation of the order by the customer will be invoiced at 30% of the amount including VAT of the order due immediately. Orders for specific products cannot be cancelled.

5.6 Delay in payment : in the case of a delayed payment, Ramirez Engineering may suspend all pending orders without prejudice to any other course of action and/or decide to forfeit the payment periods granted to the customer for subsequent deliveries.

5.7 Quotations, offers, order confirmations or invoices are in the currency mentioned on it (euros or Swiss francs) and VAT is to be paid in accordance with the regulations in force.

Article 6 :  Guarantee – Responsibility

6.1 Ramirez Engineering commits to fulfill, in accordance with the standards and regulations in force on the day of the order, the obligations defined in the order.

6.2 The use of the products as such or in combination with other products shall be at the risk of the customer or his customers. Ramirez Engineering can under no circumstances be held responsible for defects and deterioration of the products delivered as a result of abnormal or non-conforming storage or use after delivery of these products.

6.3. Products have a 12 months warranty against any defect in material or workmanship. Under this warranty, Ramirez Engineering’s only obligation is to replace or repair the product or element found defective by its services.

6.4 The warranty claim must be made within 8 (eight) days from the time the defect is discovered.

6.5 Any product covered by the warranty must be submitted to Ramirez Engineering, whose agreement is essential for any replacement. Possible shipping costs are charged to the customer. Defects and deteriorations caused by normal wear and tear or by an external accident (incorrect assembly, defective maintenance, abnormal use, etc.), or due to a modification of the product which was neither foreseen nor specified by Ramirez Engineering are excluded from the warranty.

6.6 In the case of a proven malfunction due to Ramirez Engineering’s fault, Ramirez Engineering will replace or refund at its own discretion, the only defective products on the basis of the price charged to the customer, under the conditions defined above.

6.7 Ramirez Engineering’s responsibility is limited to the replacement or refund of products delivered under the above conditions. Any further liability of Ramirez Engineering is excluded as well as any other guarantee. No other compensation will be due by Ramirez Engineering, whether for damages to third parties, direct or indirect, commercial or financial loss or for any other cause. Ramirez Engineering shall not be liable to the customer for any representation or implied warranty relating to any subsequent loss or damage, whether in the form of loss of profit or costs, expenses or other claims, or any subsequent compensation whatsoever, arising from the supply of the products, or of their use or resale by the customer and its customers. Whatever the circumstances, the liability of Ramirez Engineering to the customer, resulting from the non-conformity or from the hidden defect of the products should not exceed the invoicing price of the products that are the subject of the complaint.

Article 7 :  Retention of title

7.1 Ramirez Engineering retains the ownership of the products until effective payment of the total amount due.

7.2 Technical and manufacturing documentation will remain the property of Ramirez Engineering and will not be transmitted to the customer unless otherwise agreed in the contract.

Article 8 : Applicable law and place of jurisdiction

8.1 The contractual relationship under these General Conditions are governed by Swiss law, except for the law relating to conflicts of laws and international treaties; in particular the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG).

8.2 Our Company reserves the right to modify and/or complete these General conditions at any time.

8.3 These general conditions of sale can be modified, replaced by special conditions when signing the contract binding the customer and Ramirez Engineering.

8.4 Any dispute arising from these general conditions or related to them will be submitted to the exclusive competence of the courts of the Republic and Canton of Basel-City. The right to appeal to the Federal Court is reserved.