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General Terms and Conditions of Sale and Service

1 Applicability
1.1 These general terms and conditions of sale and service shall apply to all business, including any future business between the buyer of certain equipment (including parts and other merchandise), software license, and/or services (the "Buyer") and Ohaus Europe GmbH (”Ohaus”). If Buyer's order includes software subject to an end user license agreement ("EULA"), the terms of the EULA also apply and have priority over these terms.
1.2 Differing or additional stipulations or conditions, in particular the general terms of purchase of Buyer, apply only if agreed by Ohaus expressly and in writing. Buyer's receipt of equipment, software license, and/or services establishes its unqualified acceptance of these terms and conditions and any applicable EULA available at www.ohaus.com/legal/EULA.
   
2 Offer and Conclusion of Contract
2.1 Ohaus' quotations are non-binding until a definitive order confirmation has been issued by Ohaus. Ohaus may choose to accept or reject any order at its sole discretion.
2.2 Orders may be placed either by fax, e-mail or via the Ohaus Partner Shop.
2.3 Orders placed by the Buyer are binding upon issuance by Ohaus of a definitive order confirmation.
2.4 Undelivered parts of any order may be canceled by the Buyer only with the prior written approval of Ohaus. In such case an order cancellation fee will be charged.
3 Documents and Drawings
3.1 Information in technical documents, brochures, catalogues, on our website or otherwise provided by Ohaus to the Buyer, is only binding for Ohaus if this is expressly stated.
3.2 The Buyer and Ohaus retain all rights in drawings and technical documents made available by the one to the other. The receiving party acknowledges these rights and without the prior written authorization of the other party will not make the documents accessible wholly or in part to third parties, or use them for any purpose other than that for which they were received.
4 Intellectual Property
4.1 Unless Ohaus expressly agrees in a writing to the contrary, Ohaus does not transfer to Buyer any right of ownership in any patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property relating to the equipment, software, and/or services. Except as otherwise provided in an applicable EULA, the software license rights granted to Buyer or end-users, as the case may be, are non-exclusive, non-sublicensable, non-transferable, and limited to use for agreed purposes only. In case of resale, Buyer may transfer software licenses which have not yet been activated, to end-users subject to the terms of the applicable EULA.
4.2 In case of resale, Buyer may use (i) designated marketing material provided by or made available by Ohaus to dealer such as product pictures, brochures, etc.  (“Marketing Material”) and (ii) Ohaus name and logo and other marks owned by Ohaus (“Ohaus Marks”) to promote its resale of Ohaus goods Buyer purchases from Ohaus. Buyer shall not (i) use the Marketing Material or the Ohaus Marks for anything else than the promotion of sales of Ohaus goods Buyer purchases from Ohaus, (ii) attempt to obtain title to the Ohaus Marks or other confusingly similar names, logos or marks, or (iii) use the Ohaus Marks or any combination of words containing the Ohaus Marks or other confusingly similar marks as part of its firm, corporate, business or domain name. Upon Ohaus’ request, Buyer will immediately modify or discontinue any use of the Marketing Material and/or Ohaus Marks if Ohaus determines in its sole discretion that such use does not comply with its then-current marketing and/or trademark usage policies and guidelines. Upon request, Buyer provides Ohaus with documents and information of its use of the Marketing Material and/or Ohaus Marks. Buyer shall promptly inform Ohaus of potential infringements of the Ohaus Marks Buyer notices.
4.3 Ohaus shall make all economically reasonable efforts to ensure that the goods and/or software of Ohaus’ design furnished hereunder do not infringe upon any third party IP rights. Any designs or other special requirements specified by Buyer, end user or another third party as well as the use and application of the goods and/or software are within the responsibility of Buyer, end user or such other third party.
5 Reservation of Ownership
  Ohaus retains ownership of all delivered goods until it has received in full the payments as contracted. The Buyer authorizes Ohaus upon conclusion of the contract to have the reservation of ownership recorded in the official register and to complete all formalities in this regard.
6 Prices and Terms of Payment
6.1 Unless otherwise indicated by Ohaus, Ohaus’ prices shall be quoted net DDP (as defined in the Incoterms 2020) including standard packaging, standard accessories and standard delivery. If the Buyer requests express delivery a surcharge will be added, which will depend on the weight of the parcel and can be provided on Buyer’s individual request. Express delivery prices shall be quoted net DAP (as defined in the Incoterms 2020). Ohaus’ prices do not include VAT.
6.2 If the purchase order value is below a minimum amount, an additional handling fee will be charged. The current minimum amounts and handling fees are shown on the Ohaus Partner Shop and will be made available to the Buyer upon request.
6.3 Unless otherwise agreed, the terms of payment are 30 days from the date of invoice. Payments are to be made by bank transfer to the bank indicated on the invoice without any deduction for discounts, expenses, taxes or fees of any kind, in accordance with the agreed terms of payment. Bank charges are borne by the Buyer. In case of payment by cheque a 3% surcharge will be levied.
6.4 If the Buyer does not observe the terms of payment he shall, on expiry of the payment deadline and without further notice being required, pay late payment interest at a rate 4% above the Swiss National Bank’s prime lending rate (Diskontsatz) applicable at that time. Buyer shall reimburse all collection charges, legal fees and court costs incurred by Ohaus in securing payment. The right to recovery of other expenses and damages is reserved. Ohaus is not obliged to make any further deliveries or to provide any service under any running contract with the Buyer until payment of any invoiced amount due, including late payment interest thereon, has been received in full.
7 Terms of Delivery
7.1 Unless otherwise expressly agreed by Ohaus in writing, delivery and service dates are not binding. Ohaus will use commercially reasonable efforts to meet delivery and service date estimates.
7.2 The terms of delivery begin as soon as the order has been confirmed by Ohaus, all administrative formalities such as import and payment permits have been completed, and all essential technical matters have been resolved.
7.3  All delivery and service dates are conditioned on Ohaus's timely receipt of all necessary information and approvals. If Buyer causes a delay in delivery Ohaus will store and handle all items at Buyer's risk, and will invoice Buyer for the unpaid portion of the contract price, plus applicable storage, insurance, and handling charges. Ohaus may make partial shipments.
8 Inspection and Acceptance of Delivery
8.1 Subject to the warranties expressly stated in section 10 below, all sales are final without right of return.
8.2 The Buyer must inspect the delivered goods immediately upon receipt, and inform Ohaus at once in writing of any defects. Ohaus will not accept responsibility for any shortages or damages unless Buyer retains all shipping containers and packing materials for inspection.
9 Transfer of Benefit and Risk
  The transfer of Benefit and Risk will take place according to the delivery terms.
10 Warranty
10.1 ABSENT A SEPARATE WRITTEN WARRANTY OHAUS ISSUES BUYER, OHAUS EXPRESSLY WARRANTS ITS EQUIPMENT, SOFTWARE, AND SERVICES SOLELY AS SET FORTH IN THIS SECTION. TO THE FULLEST EXTENT ALLOWED BY LAW, OHAUS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). IN ADDITION, THE FOLLOWING CONSTITUTES BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH BY OHAUS OF THIS WARRANTY.
10.2 Ohaus undertakes, at its discretion and on the Buyer's written request within the warranty period, to repair or replace as quickly as possible any parts which are defective or unusable as a result of poor materials or workmanship. Replaced parts become the property of Ohaus.
10.3 The warranty period expires within 24 months after delivery of the equipment to the Buyer. Notwithstanding this, the warranty period for rechargeable batteries and for replacement parts ordered by the Buyer is 6 months from delivery. Repairs do not constitute an interruption of the original warranty period. The warranty period for replacement parts installed by Ohaus under the warranty expires with the warranty period of the equipment they are installed in.
10.4 If it is properly installed according to specifications and system requirements, Ohaus warrants that software developed by it will perform substantially the functions described in the software documentation provided by Ohaus. Ohaus does not warrant that the software is error-free, that the user will be able to operate the software without interruption, that third party interfaces or systems connected to the software will operate without interruption or that the software will be free of vulnerability to intrusion or attack. The warranty period will be the same as the warranty period for the Ohaus equipment within which the software is embedded. If the software is not embedded within Ohaus equipment, the terms and conditions of the respective EULA shall apply. If no EULA is applicable, the warranty period will be 90 days from the date of purchase by the Buyer.
10.5 Excluded from the warranty are: accessories, consumables, perishables and wear parts (such as e.g. electrodes, buffers etc.), damage due to normal wear and tear, misuse, abuse, improper storage, installation or maintenance, disregard of operating instructions, unsuitable operating supplies, chemical or electrolytic influences, faulty construction or installation or maintenance work not carried out by Ohaus, or to other causes for which Ohaus cannot be held responsible.
10.6 The warranty is forfeited if the Buyer or third parties alter or repair the delivered goods without the written consent of Ohaus, or if the Buyer does not immediately take all measures necessary to contain the damage so that Ohaus can remedy the defect.
10.7 Products of other manufacturers that Ohaus sells are warranted by Ohaus solely to the extent of any remaining warranty provided by the original manufacturer.
10.8 Ohaus does not warrant the calibration of any scale or balance. Ohaus does however warrant the scales and balances manufactured by it to be capable of being adjusted to meet Ohaus’ printed specifications, if any, for weighing accuracy as to the particular model/type scale for the period of warranty above stated when properly installed, calibrated and operated.
10.9 For repair services outside the warranty period (including but not limited to Fixed-price Repair Services as set forth in section 13) Ohaus undertakes as quickly as possible to repair or replace, at their discretion, any parts repaired or replaced during repair work and which, within 6 months of the date of repair, have again demonstrably become defective or unusable as a result of poor materials or workmanship. Replaced parts become the property of Ohaus. In any case, the obligation of Ohaus is limited to repair free of charge. Ohaus will not be liable for damage in transit, when the goods are being sent to Ohaus or returned to the Buyer.
10.10 Ohaus does not provide warranty services to end users, and does not interact with such end users, except upon Buyer's explicit request. In that case, Ohaus acts on behalf of and at the cost of Buyer only and does not enter into a direct relationship with the end user.
11 Disclaimer of Damages
  IN NO EVENT WILL OHAUS BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY TYPE OF SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER SUCH DAMAGES ARISE OUT OF OR ARE A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER THE CONTRACT WOULD FAIL OF ITS ESSENTIAL PURPOSE. Such damages include but are not limited to loss of profits or revenues, loss of use of the equipment or associated equipment and software, cost of substitute equipment or software, facilities, down time costs, increased construction costs, damage to reputation, loss of data, breach of data or security system, loss of customers, or claims of Buyer's customers or contractors for such damages.
12 Limitation of Liability
12.1 Ohaus is not liable for any loss, claim, expense, or damage caused by, contributed to, or arising out of the acts or omissions of Buyer or third parties, whether negligent or otherwise. In no event will Ohaus’ aggregate liability for any and all types of damages or losses related to this contract or the equipment, software, or services sold, licensed, or delivered pursuant hereto exceed the cost of the item giving rise to the claim, whether based in contract, warranty, indemnity, or tort (including negligence). Any suit arising hereunder must be commenced within one year from the date on which the cause of action accrues.
12.2 Limitation of liability does not apply to unlawful intent or gross negligence on the part of Ohaus or in cases where limitation of liability is not allowed based on applicable mandatory law, but does apply to unlawful intent or gross negligence by auxiliary persons. The mandatory provisions of the Swiss product liability act remain unaffected.
13 Fixed-Price Repair Services
13.1 After the warranty period has elapsed, Ohaus offers to repair certain Ohaus scales/balances listed in the online "e-service" (referred to in this section as "appliance" or "appliances") at a fixed price.
13.2 The Fixed-Price Repair Service is only available for appliances which are complete, which exhibit no rust in critical places, which in the judgement of Ohaus are technically in a repairable condition, and on which, in Ohaus' opinion, the degree of damage or defect appears to make a repair sensible. Ohaus reserves the right to reject orders for repairs, without giving reasons.
13.3 Procedure
13.3.1 When the Buyer wishes to order the Fixed-Price Repair Service, he must fill in a repair form on the Ohaus Partner Shop. Collection of the appliance is organised by Ohaus. Both for collection and return, Ohaus reserves the right to specify the freight company and the method of dispatch.
13.3.2 The Buyer will be obliged to clean the appliance externally before dispatch and, if necessary, to decontaminate it and pack it properly.
13.3.3 The appliance is checked at the Ohaus Repair Centre and, if possible, repaired. For every appliance repaired, the Buyer will receive a repair certificate giving details of repeatability, linearity, corner load and functional inspection. Ohaus endeavours to meet a completion time of five working days for the repair (excluding dispatch).
13.3.4 Ohaus is expressly entitled, but not obliged, to return a reconditioned or new appliance of the same type instead of the appliance received, and to retain the appliance sent in. Ohaus will in this case become the owner of the retained appliance.
13.3.5 If the appliance sent in by a Buyer is an appliance which, in accordance with section 13.2, is irreparable or not worth repairing, Ohaus will inform the Buyer. The Buyer shall decide whether the appliance should be disposed of by Ohaus or to have it returned to Buyer (cf. section 13.4.3).
13.4 Remuneration
13.4.1 The fixed price applied is determined on the basis of the particular appliance and can be obtained from the price list on the Ohaus Partner Shop or made available to the Buyer upon request. The fixed price does not depend on the defect. If the appliance sent in differs from the Buyer's repair request, the appliance actually sent in will govern the level of remuneration. The price to the Buyer is understood as being a net price and is not subject to discount. The Buyer is, however, at liberty to pass on an amended price to the end-user.
13.4.2 Freight costs are included in the fixed price. Additional costs attributable to a departure from the procedure set forth in section 13.3 on the part of the Buyer will be charged to the Buyer.
13.4.3 The cost of disposal of appliances which are irreparable or not worth repairing is as set forth on the Ohaus Partner Shop. Should the Buyer insist on the return of such appliances, he must pay the return freight charge, plus a lump-sum handling fee per appliance as set forth on the Ohaus Partner Shop. A repair report can be subsequently provided for the Buyer for a fee as set forth on the Ohaus Partner Shop. Information on all applicable fees and costs shall be made available to the Buyer upon request.
14 Obligations of the Buyer
14.1 The Buyer draws the attention of Ohaus to any local, statutory, administrative and operational safety and other regulations relating to delivery, installation, calibration, operation or certification of scales and balances. The Buyer must inform Ohaus of any complaints or adverse incidents related to the goods and shall promptly comply with all directions of Ohaus regarding the investigation or handling of the matter.
14.2 The Buyer shall be responsible for the correct installation, calibration and operation of the goods in compliance with all applicable laws and regulations at the place of destination at its own costs. If permitted by law, the Buyer may transfer such responsibility to the end user in a written agreement by virtue of which the end user knowingly accepts his responsibility for the correct installation, calibration and operation of the goods in compliance with all applicable laws and regulations at the place of destination.
The Buyer shall inform the end user about any actions to be undertaken or requirements to be fulfilled for the correct installation, calibration and operation of the goods in compliance with all applicable laws and regulations at the place of destination (such as e.g. calibration/recalibration of the goods by the competent calibration authorities for use in a legally regulated field). If permitted by law, the Buyer may transfer the responsibility to the end user in agreement by virtue of which the end user knowingly accepts to assume the responsibility for informing himself about all actions to be undertaken or requirements to be fulfilled for the correct installation, calibration and operation of the goods in compliance with all applicable laws and regulations at the place of destination.
In no event shall Ohaus be responsible for the correct installation, calibration or operation of the goods by the Buyer or end user or bear any costs related thereto.
14.3 Buyer shall ensure that any information or documentation is provided to the end user as may be instructed by Ohaus from time to time. Such information shall be provided by Ohaus in English and such other languages as decided by Ohaus in its discretion. Ohaus shall have no obligation to provide any information or documentation in language other than English. The Buyer shall translate the information or documentation provided to him correctly and in full into any other language/s as legally required at its own cost and expenses.
14.4 Ohaus shall be entitled to retrace or recall goods, or undertake corrective measures to the goods as it deems necessary. The Buyer must retain all required documents and information in order to ensure that any product sold by Buyer to a third party can be retraced during a period of 10 years or such longer period provided by law. The Buyer shall actively support Ohaus in its efforts by retracing or recalling such goods, or implement such corrective measures to the goods, as specified by Ohaus.
14.5 The Buyer shall be solely responsible for compliance with applicable export control laws and regulations.
 
Buyer shall not export, re-export, distribute, supply or transship any item, directly or indirectly to embargoed and/or sanctioned countries and regions respectively designated and updated by the European Union and its member states, the Swiss Confederation, the United States of America and the United Nations.
Buyer shall not export, re-export, distribute, supply or transship any item, directly or indirectly to any person or entity respectively designated and updated by the U.S. Office of Foreign Assets Control (including on the Specially Designated Nationals and Blocked Persons List and Consolidated Sanctions List), the European Union or its Member States, the Swiss Confederation or other applicable governmental authority.
 
Buyer shall not export, re-export, distribute, supply or transship any item, directly or indirectly for the development or use of nuclear weapons, or of chemical/biological weapons (CBW) or missiles, or in terrorist activities.
 
Buyer shall cooperate fully with Ohaus in any official or unofficial audit or inspection related to applicable export or import control laws or regulations, and shall indemnify and hold Ohaus harmless from, or in connection with, any violation of this Section by Buyer or its employees, consultants, agents and/or representatives.
 
Buyer acknowledges that any quotation, order confirmation or acceptance issued by Ohaus is without prejudice to the application of the fore-mentioned regulations and restrictions. Any change or application of such regulations and restrictions prohibiting or otherwise impacting the execution of an accepted order or agreed transaction, shall constitute an event of force majeure and neither Ohaus nor its affiliates shall be obliged to execute any transaction contrary to any international regulations or restrictions. Buyer shall not be entitled to any claims or damages in such case, except for the repayment of any advance payments, if permitted.
 
Buyer is contractually prohibited from reselling, re-exporting, supplying or otherwise passing on any products subject to Art. 12g Regulation (EU) 833/2014 or Art. 8g Regulation (EC) 765/2006, as amended from time to time, to persons in Russia or Belarus or for use in Russia or Belarus, and shall take appropriate measures to prevent third parties from providing such products to persons in Russia or Belarus or for use in Russia or Belarus. In the event that Buyer intentionally or negligently breaches these obligations, Ohaus shall be entitled to immediately cease any further deliveries to Buyer and to terminate all current contracts with Buyer to the extent that they have not been performed and to claim for any damages that have been caused by the breach of Buyer’s obligations.
14.6 In case the Buyer imports the products into the European Community, the Buyer understands and agrees that it shall be deemed the «producer» of such products under any laws, regulations or other statutory scheme providing for the marking, collection, recycling and/or disposal of electric and electronic equipment (collectively «WEEE Regulations») and shall be solely responsible for complying with such applicable WEEE Regulations, unless otherwise agreed to by Ohaus in writing.
14.7 Buyer shall buy and sell in its own name and for its own risk and account. Buyer shall have no authority to bind Ohaus in any way and Buyer agrees that there is no agency relationship between Buyer and Ohaus.
14.8 Buyer shall comply with Ohaus’ Business Partner Code of Conduct set out on under www.ohaus.com\Business-Partner.
14.9 Ohaus may reserve the sale of certain products or product categories to such Buyers that fulfill the criteria as defined by it, such as e.g. disposing of a certified quality system or fulfilling certain quality requirements; being able and/or authorized to carry out certain activities or services (such as calibration, installation or repair services); having successfully completed certain trainings as determined by Ohaus; disposing of certain measuring or test equipment and having such equipment reviewed from time to time; being subject to audits etc. If such is the case, the Buyer must fulfill all such criteria at its own costs. Ohaus may require confirmation or documentary evidence thereof at all times.
14.10 Buyer shall ensure adequate storage and transportation in view of the specifics and safety of the goods.
14.11 Buyer shall maintain adequate and customary insurance coverage, including product liability insurance, with generally acceptable underwriters.
14.12 The Buyer shall be liable for and shall indemnify Ohaus and its affiliates against any claims, actions, liabilities, losses, damages, costs and expenses incurred by Ohaus as a result of Buyer not complying with its obligations under this section 14 and it's data protection obligations under section 15 hereafter.
14.13 Ohaus shall have the right to audit and inspect Buyer’s relevant business records and facilities regarding compliance with its obligations under this contract.
15 Use of Data and Data Protection
15.1 The Buyer agrees Ohaus is entitled to use, process, and store, and allow a third party to use, process, and store on behalf of Ohaus, any data Ohaus obtains under this contract, in accordance with relevant laws. In the framework of our relationships, Ohaus may process limited personal data of some of the Buyer's employees or contractors which Ohaus uses in order to respond to the Buyer's enquiries or requests, and to execute contracts with the Buyer (e.g. to process & execute orders, process payments, arrange shipments and deliveries, and to provide repairs and support services). Ohaus will use the contact details obtained from the Buyer in the context of his purchase of a product or a service for direct marketing of similar products or services. The Buyer may at any time request not to receive marketing communications by contacting SSC@Ohaus.com. For more information please see Ohaus Privacy Policy at www.ohaus.com/privacy.
15.2 Ohaus and/or its affiliates may provide certain services to the Buyer in the framework of which the parties may share certain personal data of existing or potential end-customers of Ohaus (“Data”). The terms below determine the obligations of each party under applicable data protection laws, including Swiss and European data protection laws (GDPR). The terms “Controller”, “Data Subject”, “Personal Data”, “Processing” and “Processor” have the same meaning as in the GDPR.
15.3 Ohaus and the Buyer may share the following categories of Data: name, surname, contact details, company information, including address and customer message.
15.4 Ohaus will provide the following services in the framework of which the parties may share Data:
15.4.1 Product Delivery Services. Upon Buyer’s request (as Controller) Ohaus (as Processor) may ship Ohaus products directly to the end-customer indicated in the shipping instructions. Buyer will share Data with Ohaus for the purpose of engaging a logistics company (authorized sub-Processor). When Processing Data on behalf of the Buyer, Ohaus will follow documented instructions communicated by the Buyer to Ohaus in writing. Ohaus will comply with the express obligations of a Processor under articles 28(3)(b) to 28(3)(h) of the GDPR and any different but similar provisions of applicable data protection laws and regulations. However, Buyer may not instruct Ohaus to delete copies of data that Ohaus holds as Controller. Buyer will inform Ohaus in case it requires any assistance pursuant to articles 28(3)(a) to 28(3)(h) of the GDPR. In such case, Ohaus will agree with the Buyer on the scope, method and timing for such assistance.
15.4.2 Requests. Ohaus may share requests it receives via its website or any other mean controlled by Ohaus from potential end-customers (e.g. request for information, offers, etc.) (the “Requests”) and/or Data with the Buyer to enable the Buyer to reach out to individuals that expressed their interest in Ohaus products. When Ohaus shares Requests with the Buyer, the Buyer commits to follow up on them promptly. Ohaus may share any Request or Data with any other partner.
15.4.3 Ohaus does not warrant that the above specified services are accurate, timely, error-free or suitable for any particular purpose. In no event will Ohaus or its affiliates be liable for any damages arising in connection with these services.
15.5 Compliance. Each party will comply with the obligations applicable to it under the data protection legislation.
15.6 Data Accuracy. The Buyer will provide Data that is accurate and has been collected and processed in compliance with applicable data protection laws. The Buyer will notify Ohaus of any inaccuracies immediately.
15.7 Data Transfers. Either party may transfer Data outside the European Economic Area and Switzerland, if it complies with the provisions on the transfer of personal data to third countries set out in applicable data protection laws.
16 Confidentiality
  The Buyer shall treat all non-public information and data obtained from Ohaus as confidential. Such information shall be used solely for purposes of performing this contract with Ohaus. This obligation of confidentiality and non-use shall survive termination of the business relationship with Ohaus for a period of three years. Upon termination of the business relationship with Ohaus or if so requested by Ohaus, the Buyer agrees to return or destroy any documents or data containing confidential information supplied or made available by Ohaus or any copies thereof or extracts there from made by the Buyer. The parties agree to treat the Data and Requests as confidential information. Each party will take appropriate measures to keep the Data secure.
17 Force Majeure
  Except for payments owed by Buyer, the period for performance of this contract will be reasonably extended if a party defaults or is delayed in performing their obligations under this contract, for reasons beyond their reasonable control. Strikes, insurrection, acts of God, war, terrorist activities, emergencies, shortages or unavailability of materials, weather, change in law, and other similar causes are among the reasons, but are not the only reasons, that are beyond a party's reasonable control.
18 Severability
  If any of these terms and conditions conflicts with or is invalid under applicable law, these terms and conditions will be read as if such term or provision was not included. The invalid, illegal, or unenforceable provision will be deemed automatically modified and, as so modified, included in these terms and conditions. Such modifications will be made to the minimum extent necessary to make the provision valid, legal, and enforceable. Ohaus' waiver or excuse of any noncompliance with these terms and conditions does not constitute a waiver or excuse of any prior or subsequent noncompliance.
19 Venue and Applicable Law
19.1 Exclusive place of jurisdiction is Zurich, Switzerland. Ohaus however also reserves the right to seek redress at the appropriate court in the Buyer's country.
19.2 The contract between the Buyer and Ohaus shall be subject to Swiss substantive law without regard to any conflicts of law provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods ("CISG").
 
Revised in September 2024