General Terms and Conditions

1. Scope and definitions

These General Terms and Conditions (hereinafter “GTC”) apply to all offers, contracts and services of Vendo Swiss Solution AG (hereinafter “VendoSwiss”) towards companies, public authorities and other business customers. They do not apply to contracts with consumers.

Conflicting or differing terms of the customer apply only where VendoSwiss expressly agrees to them in writing. Depending on the contract, the services comprise planning, supply (sale), installation and commissioning (contract for work), rental, as well as software and service.

2. Offer and conclusion of contract

Offers from VendoSwiss are non-binding unless expressly designated as binding. The contract is concluded upon VendoSwiss’s written order confirmation or upon the start of performance. The content of the order confirmation is decisive. Side agreements and changes require written form (email is sufficient).

3. Scope of services

The scope of services follows from the offer or the order confirmation. Planning documents, samples, dimensions, weights and images are approximate values; technical changes that do not materially impair the function are reserved. Additional or amended services (change requests) are agreed and invoiced separately.

4. Prices

Prices are net in Swiss francs (CHF), plus statutory value-added tax. Transport, packaging, installation, commissioning and training are included only where listed in the offer; otherwise they are charged separately.

[open: delivery basis, e.g. ex works Pfäffikon (EXW) or free building site.] [open: price adjustment in the event of significant changes in materials or exchange rates, particularly for delivery periods over several months.]

5. Payment terms

[open: payment schedule, e.g. 30% on order, 60% on delivery, 10% after acceptance.]

Invoices are payable net and without deduction within [open: 30] days of the invoice date. In the event of late payment, default interest of 5% per year is due (Art. 104 CO); VendoSwiss may also withhold outstanding services. Set-off or retention by the customer is only permitted with undisputed or legally established claims.

6. Delivery and performance deadlines

Dates and deadlines are non-binding unless expressly agreed as binding. A prerequisite for meeting them is the timely clarification of all execution details and the customer’s cooperation (Section 8). Delays due to force majeure or suppliers extend the deadlines appropriately (Section 15).

7. Delivery, shipping and passing of risk

Delivery is made according to the agreed delivery basis [open: ex works / free building site]. Benefit and risk pass to the customer upon handover to the customer or to the carrier. Partial deliveries are permitted where reasonable for the customer.

8. Customer cooperation, installation and commissioning

The customer provides the necessary prerequisites in good time and free of charge, in particular a suitable installation location, the power connection (e.g. 230 V / 50 Hz), network access (LAN), access and approach, and the required structural and technical conditions. Delays or additional effort resulting from missing or late cooperation are borne by the customer. Commissioning and handover take place by agreement.

9. Acceptance (work services)

For work services (installation and commissioning), an acceptance takes place. The customer inspects the service and declares acceptance. The service is deemed accepted if the customer puts it into operation without material reservation, or if the customer does not give written notice of material defects within [open: 10] working days of notification of completion.

10. Retention of title

Delivered items remain the property of VendoSwiss until full payment. VendoSwiss is entitled to have the retention of title entered in the competent register (Art. 715 CC), and the customer cooperates in doing so.

11. Warranty and defect rights

The customer inspects the delivery and service without delay and gives written notice of recognisable defects within [open: 10] days, and of hidden defects immediately upon discovery. If timely notice is not given, the service is deemed approved.

The warranty period is [open: 12 / 24] months from delivery or acceptance. VendoSwiss remedies justified defects at its own choice by rectification or replacement. If this fails within a reasonable period, the customer is entitled to the statutory rights (reduction; rescission in the case of material defects).

Excluded from the warranty are in particular normal wear and tear, improper use or maintenance, interventions by third parties, non-compliance with the operating instructions, unsuitable operating conditions, and consumables. Manufacturers’ warranties are passed on to the customer where permissible and possible.

12. Software (StockAdmin and others)

Software supplied is provided to the customer for use on the agreed systems (a simple, non-exclusive and non-transferable right of use). All rights to the software remain with VendoSwiss or the respective rights holder.

[open: scope of updates and support, term, and any licence or maintenance fees.]

VendoSwiss provides no warranty for uninterrupted or error-free operation of the software. The customer is responsible for backing up its data.

13. Rental

In the case of rental, the following additional provisions apply: rental period and rent are governed by the contract; the rented item remains the property of VendoSwiss. The customer uses the rented item carefully and in accordance with the contract and returns it at the end of the contract in a contractual condition (subject to normal wear and tear).

[open: responsibility for maintenance and repairs, as well as liability and insurance during the rental period.]

14. Maintenance and service

Maintenance and service are not included in the purchase or work price unless expressly agreed, and are governed by a separate contract.

[open: response and service times, availability, and flat rates or hourly rates.]

15. Force majeure

Events outside the control of VendoSwiss (e.g. natural events, supply chain disruptions, official measures, energy outages) release it from the obligation to perform for their duration; the affected deadlines are extended appropriately.

16. Liability

VendoSwiss is liable for intent and gross negligence in accordance with the statutory provisions. For slight negligence, liability is excluded to the extent permitted by law, or limited to the [open: order value / a maximum amount to be agreed].

To the extent permitted by law, liability for indirect and consequential damage is excluded, in particular for production and operational downtime, data loss and lost profit. Mandatory statutory liability, in particular for personal injury and under the Product Liability Act, remains reserved in any case.

17. Intellectual property and confidentiality

Plans, concepts, software, documentation and other materials remain the intellectual property of VendoSwiss or the respective rights holders and may not be reproduced or made available to third parties without consent. Both parties treat the other party’s confidential information as confidential.

18. Data protection

The processing of personal data is governed by the revised Swiss Data Protection Act (revFADP). Details are set out in the privacy policy.

19. Final provisions

Amendments and additions to these GTC and to the contract require written form. Should any provision be invalid or unenforceable, the validity of the remaining provisions remains unaffected; the invalid provision is replaced by a permissible one that comes closest to its economic purpose.

20. Applicable law and place of jurisdiction

Swiss law applies exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, “Vienna Sales Law”). The exclusive place of jurisdiction is [open: Pfäffikon SZ or the registered office of VendoSwiss], subject to mandatory statutory places of jurisdiction.

Version

Version and status: [open: date]. Draft, subject to legal review.