terms & conditions
GENERAL TERMS & CONDITIONS
Last update: 01.01.2022
These Terms shall apply to all agreements concluded between First Track SA and the Client.
These Terms and the scope of product & services detailed through the agreement may only be varied by express written agreement between the First Track SA and the Client.
PRODUCTS & SERVICES
The scope of products & services is detailed in a document signed by the Client.
The First Track Lab shall use all reasonable endeavours to meet any performance dates specified in the agreement, but any such dates shall be estimates only and time shall not be of the essence for the provision of the products & services.
The First Track Lab reserves the right to sub-contract the fulfilment of an order or any part thereof.
The First Track Lab shall not be liable for any delay in delivery of the products & services caused by a force majeur event or the Client’s failure to provide the First Track Lab with adequate delivery instructions or any other element relevant to the supply of the products & services.
Unless a specific payment scheme is defined with the Client, the First Track Lab shall invoice the Client, either in advance or following products & services delivered. The Client shall pay each invoice submitted by the First Track Lab within 30 days.
Unless otherwise expressly stated, all prices shall be in CHF and shall be exclusive of VAT and other duties.
In the event that duties are introduced or changed after the conclusion of an agreement, the First Track Lab shall be entitled to adjust the agreed prices accordingly. Price adjustment might also result from an evolution of external production factors, such as the variation of raw material prices, shipping prices, taxes etc. In the event of a pricing evolution, the Client is to be informed as soon as the evolution is known by the First Track Lab.
In the exceptional case of a client going out of business, while having some unpaid stocks at the First Track Lab, the stock’s ownership will automatically be transferred to the First Track Lab, as well as the full rights to use or sell said items.
The First Track Lab warrants that it will provide the products & services as stipulated in the agreement using reasonable care and skill to conform in all material respects with the scope of product & services.
Specific quality check process can be defined and agreed upon between the parties ahead of the scope of work execution. These processes can also evolve during the mandate, based on production learnings.
By default, the warranty applies for 2 years, according to Swiss legal standards. Warranty only covers defaults directly linked to production issues.
The First Track Lab shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the products & services or for any claim made against the Client by any third party.
It is the responsibility of the Client to ensure that they have the right to use any intellectual property rights when they provide research & development or production briefing. Are considered among elements that might be subject to intellectual property rights: brands, logos, names, specific technologies, shapes, graphic designs etc.
The Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to The First Track Lab to use such materials for the purposes of providing the products & services for the duration of the contract.
Unless expressly stated otherwise, the intellectual property rights created, developed, subsisting or used in connection with the products & services shall vest in and be the property of the Client.
Intellectual property rights owned by the First Track Lab prior to the agreement remains the sole property of the First Track Lab. This notably covers technologies, shapes or any other element put at the disposal of the Client during the contract duration. These rights are not transferable by the Client to any third party, before, during or after the contract.
The receiving party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the disclosing party, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business or its products & services which the receiving party may obtain.
Unless specified otherwise, the Contract shall terminate automatically when products & services are delivered in full.
Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the contract without undue delay.
LAW & JURISDICTION
The First Track Lab and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the contract through negotiation, provided that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
The contract shall be governed by and construed in accordance with Swiss law and the parties hereby agree to submit to the jurisdiction of the Swiss courts.
First Track SA
Chemin du Chable Creux 16