GeneralTermsandConditions
1. Scope of application
1.1 Area of application: These General Terms and Conditions (hereinafter: “GTC”) apply to the legal relationship between Zippsafe AG, including all domestic and foreign subsidiaries, and its customers (hereinafter jointly: “Parties”).
1.2 Basis: The GTC form an integral part of the offers of Zippsafe AG and, together with these, the General Terms and Conditions of Purchase (GTCP), the Agreement on Order Data Processing (ADV), and, where applicable, the product-specific conditions, form the basis of the legal relationship between Zippsafe AG and its customers.
1.3 Acceptance: With the acceptance of an offer from Zippsafe AG by the customer, also in the form of a simple order confirmation, these GTC shall apply.
1.4 Visibility: As a standard practice, the GTC are enclosed with the offer of Zippsafe AG. Alternatively, the GTC can be viewed or downloaded from the website of Zippsafe AG (www.zippsafe.com). Zippsafe AG reserves the right to amend these GTC at any time. The version of these GTC valid at the time of conclusion of the contract shall apply.
1.5 Priority: Individual agreements concluded with the customer shall take precedence over the GTC. These GTC shall take precedence over any deviating GTC of the customer. GTC of the customer that contradict the offers and these GTC shall only apply if Zippsafe AG has expressly acknowledged their precedence in writing.
1.6 Order of precedence: In the event of contradictions between these provisions and the individual contracts or other annexes referenced therein, the provisions shall apply in the following precedence:
1. Offers or individual contracts
2. Annexes
3. Product-specific conditions
4. General terms and conditions
5. General terms and conditions of purchase
6. Agreement on order data processing
Insofar as there is a case of order data processing, the agreement on order data processing shall apply between the customer and Zippsafe AG.
2. Agreement and contract content
2.1 Validity of the offer: The offer (including enclosures) from Zippsafe AG is valid until the date specified in the document. The contract shall come into effect upon acceptance of the offer by signature by both parties or by the customer's order confirmation. As such, the offer constitutes the contract.
2.2 Subject matter: The subject matter of the contract shall be the products and services listed under the title “Offer” on the quotation.
3. Terms of payment
3.1 Payment terms: Zippsafe AG is entitled to invoice 70% of the contractually agreed price within 30 days after return of the mutually signed offer and 30% after handover or offer in accordance with the contract by Zippsafe AG. The quoted prices are exclusive of VAT. In the event of default of payment by the customer, Zippsafe AG reserves the right to withdraw from the contract in any case. The net amount is due within 30 days from the invoice dispatch date. The last day of the payment period shall be deemed the due date. Any fees due to bank guarantees or similar will be subsequently charged to the customer.
3.2 Default of payment: If the customer fails to pay the invoice within the 30-day payment period, he/she shall be in default and shall owe Zippsafe AG 5% default interest (per annum and pro rata) on the outstanding claim.
3.3 Bank guarantee or surety: At the customer’s request, a bank guarantee or surety may be issued. The costs associated with such arrangements will be charged to the customer by Zippsafe AG.
4. Complaints and notices of defects for products
4.1 Complaints: Obvious defects must be reported in writing by the customer immediately, but no later than 7 days after receipt of the goods, and hidden defects must be reported in writing immediately, but no later than 7 days after discovery of the defects by the customer or an auxiliary person of the customer. The date of dispatch of the complaint by the customer shall be decisive for compliance with the deadline.
4.2 Notification of defects: At the request of Zippsafe AG, the customer must return the rejected goods to Zippsafe AG at his own expense. If the notice of defects is justified, Zippsafe AG shall reimburse the costs of the cheapest shipping route. If a notice of defects is unjustified, the customer shall remain responsible for the shipping costs.
4.3 Exclusion of liability: If notice of defects is not given in good time, the goods shall be deemed to have been approved and claims for defects shall be excluded.
5. Liability
5.1 Liability: Zippsafe AG shall only be liable, irrespective of the legal grounds, in the event of intent or gross negligence and insofar as such fault is proven. The amount of liability is limited to the amount of the purchase price or remuneration. Excluded from this limitation of liability are claims under the Product Liability Act as well as bodily injury that has occurred despite proper use. If Zippsafe AG is held liable on the basis of the Product Liability Act and no fault can be proven, the customer must indemnify Zippsafe AG.
5.2 Offsetting: The customer's right to offset in the event of warranty, guarantee and liability claims is excluded.
5.3 Retention options: The retention of services by the customer is excluded.
6. Confidentiality and data protection
6.1 Confidentiality: The customer agrees to treat all information and documents that come to his knowledge in the course of the business relationship with Zippsafe AG, whether in the course of ordering, acceptance, other services or otherwise in the course of the business relationship with Zippsafe AG (including business or technical information contained in offer documents, offer confirmations, delivery bills, accompanying documents, plans or similar), confidentially and to keep them secret from third parties.
6.2 Processing of personal data: Zippsafe AG complies with the provisions of the relevant applicable data protection laws and implements the necessary measures to ensure the confidentiality, integrity, availability and resilience of the systems and services for the processing of personal data. Zippsafe AG also ensures that those who process personal data are informed about the obligations and restrictions in connection with the processing of personal data.
6.3 Deletion of personal data: Zippsafe AG ensures that personal data is deleted after expiry of the statutory retention period or after fulfillment of the purpose for which it was collected.
7. Force Majeure
7.1 Event: A force majeure event is an event that prevents Zippsafe AG from fulfilling one or more of its contractual obligations and which is beyond its reasonable control, could not reasonably have been foreseen at the time the contract was concluded and the effects of which could not reasonably have been avoided. Events considered force majeure include in particular (but are not limited to) War, acts of terrorism, currency and trade restrictions, sanctions, official orders, official acts, expropriation, nationalization, pandemics, epidemics, natural disasters or extreme natural events, accidents, delayed or faulty delivery of semi-finished and finished goods, prolonged breakdown of means of transport, telecommunications, information systems and strikes.
7.2 Withdrawal right: In the event of force majeure or other events which Zippsafe AG cannot avert despite exercising due care, regardless of whether they occur at Zippsafe AG or at a third party, Zippsafe AG has the right - without prejudice to its other rights - to withdraw from the contract in whole or in part and without further ado, provided that these events last longer than 90 days.
8. Further regulations
8.1 Assignment: Zippsafe AG is entitled to assign claims of any kind to a third party. The third party may further assign the claim to the Swiss Export Credit Agency (SERV).
8.2 Reference: Unless otherwise instructed, Zippsafe AG is permitted to name the customer as a reference in its communication.
8.3 Amendments to the contract: Changes and additions to the offer of Zippsafe AG must be made in writing to be valid. Verbal agreements in this context are invalid and changes through implied behavior are excluded.
8.4 Severability clause: If any individual provisions of these GTC or the offer be incomplete, legally invalid or unenforceable, the validity of the contractual documents shall remain unaffected. In such cases, the parties shall agree to replace the affected provision with an effective provision that is as economically equivalent as possible, thereby achieving the intended purpose to the greatest extent possible.
8.5 Applicable law and place of jurisdiction: Swiss law shall apply to these GTC and to the offer of Zippsafe AG as well as to all disputes in connection with these, to the exclusion of the conflict of laws rules of private international law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of the City of Zurich, Canton of Zurich, shall have jurisdiction.
8.6 Entry into force: These GTC enter into force on 01/06/2025 and replace all previous versions of the GTC.