General Terms and
Conditions of Sale and Delivery
SmartSwiss Systems
Table of Contents
- Scope of Application
- Offers and Conclusion of Contract
- Prices and Payment
- Delivery and Transfer of Risk
- Acceptance of Products
- Guarantee and Warranty
- Intellectual Property Rights
- Software
- Infringement of Third-Party Rights
- Liability
- Force Majeure
- Data Protection and Compliance
- Final Provisions
- Scope of Application
1.1 These General Terms and Conditions of Sale and Delivery (AGLB) apply to all deliveries, orders, sales of products (including software) and services by SmartSwiss Systems SA (“SmartSwiss Systems” or “we”) to customers (“Customer” or “you”), unless otherwise expressly agreed in writing.
1.2 Deviating terms of the Customer, regardless of whether they are contained in offers, orders or other communications, shall only become part of the contract if we expressly confirm this in writing.
1.3 We reserve the right to amend the AGLB at any time. The current version will be published on our website.
- Offers and Conclusion of Contract
2.1 Our offers are non-binding, unless expressly marked as binding.
2.2 A contract is only concluded upon our written order confirmation or by delivery of the products.
2.3 Technical changes or product modifications are subject to change, provided they do not significantly impair functionality or quality.
2.4 Orders can only be changed or cancelled with our express written consent.
- Prices and Payment
3.1 All prices are in Swiss Francs (CHF), excluding VAT and shipping costs, unless otherwise specified.
3.2 Invoices are payable net within 30 days, unless otherwise agreed.
3.3 In case of default in payment, we reserve the right to charge default interest of 5% p.a. and reminder fees.
3.4 Retention of Title: The delivered goods remain our property until full payment. Until then, the Customer must ensure that the goods remain identifiable and stored separately.
3.5 We may demand reasonable securities and change payment terms, in particular advance payment, bank guarantee or letter of credit, if the Customer’s creditworthiness requires this.
3.6 In case of resale under retention of title, the Customer assigns all claims arising from the resale to us and must inform its buyers accordingly.
- Delivery and Transfer of Risk
4.1 Deliveries are made EXW (Incoterms 2020), unless otherwise agreed in writing.
4.2 Delivery dates are non-binding, unless confirmed in writing as binding. Delays do not entitle to contract termination or compensation, except in cases of gross negligence or intent.
4.3 Partial deliveries are permissible and are considered independent deliveries.
4.4 The risk passes to the Customer upon leaving our warehouse, even in the case of partial deliveries.
- Acceptance of Products
5.1 The Customer must inspect the delivered products immediately upon receipt.
5.2 Complaints about defects must be submitted in writing within five (5) calendar days of delivery, specifying the defects. After this period, the products are deemed accepted.
- Guarantee and Warranty
6.1 We guarantee that the delivered products comply with the agreed specifications at the time of delivery and are free from material, manufacturing, and design defects.
6.2 The warranty period is 12 months, unless otherwise agreed (e.g., 6 months for radio batteries, no warranty for wear parts).
6.3 The warranty does not cover damages caused by improper use, modifications, accident, force majeure, or insufficient maintenance.
6.4 In the event of a warranty claim, we will, at our discretion, choose repair, replacement delivery, or credit. Further claims, in particular for damages, are excluded to the extent permitted by law.
6.5 For services, unless expressly agreed otherwise, an obligation to use best efforts applies, not an obligation to achieve a specific result.
- Intellectual Property Rights
7.1 All intellectual property rights, trademarks, logos, software, documentation, concepts or know-how remain exclusively with SmartSwiss Systems, its licensors or suppliers.
7.2 If SmartSwiss Systems creates works based on Customer data or materials, the Customer grants SmartSwiss Systems a worldwide, perpetual, royalty-free, non-exclusive license to use these materials.
7.3 The Customer guarantees that the provided materials do not infringe any third-party rights and indemnifies us against third-party claims.
- Software
8.1 Software supplied with products remains the property of SmartSwiss Systems or third parties. The Customer only receives a non-exclusive license for use in conjunction with the delivered products.
8.2 Any transfer, modification, decompilation or other unauthorized use is prohibited, unless expressly permitted by law.
- Infringement of Third-Party Rights
9.1 In the event of third-party rights infringements on delivered products, our liability is limited to:
- Right of use,
- Replacement delivery,
- Modification, or
- Refund of the purchase price less reasonable use.
- Liability
10.1 We are only liable for direct damages caused by gross negligence or intent.
10.2 Liability for indirect damages, consequential damages, lost profits or data loss is excluded.
10.3 In the case of product damages, liability also applies according to the Swiss Product Liability Act, to the extent mandatory.
- Force Majeure
11.1 SmartSwiss Systems is not liable for delays or non-performance due to circumstances beyond its control (natural disasters, war, strike, pandemics, supply shortages, governmental measures, etc.).
11.2 Force majeure does not relieve the obligation to pay.
- Data Protection and Compliance
12.1 We process customer data in accordance with the Swiss Data Protection Act (DPA) only for order processing and customer support.
12.2 Customers returning or disposing of products comply with EU WEEE regulations or local recycling obligations.
12.3 Both parties commit to complying with all anti-corruption laws.
12.4 Export controls, laws and official regulations must be complied with; Customers indemnify SmartSwiss Systems against claims resulting from violations.
- Final Provisions
13.1 Amendments or additions must be made in writing.
13.2 Assignments by the Customer require our consent; SmartSwiss Systems may assign rights to affiliated companies.
13.3 UN Sales Law (CISG) is excluded.
13.4 Should individual provisions be invalid, the remaining provisions remain valid; a provision corresponding to the economic purpose shall replace the invalid provision.
13.5 Swiss law applies; the exclusive place of jurisdiction is Lausanne, Switzerland, to the extent permitted by law.
SmartSwiss Systems SA
Routes de Denges 28F
1027 Lonay (Switzerland)