General Terms and Conditions

Validity

These General Terms and Conditions (hereinafter “GTC”) govern the business transactions between QBIC AG (hereinafter “seller”) and its customers (hereinafter “customer”) and apply to the delivery of materials, licenses, the installation of systems and the performance of service assignments by QBIC AG.

The seller’s GTC shall take precedence over any terms and conditions of the customer, even if the seller does not expressly reject them. Provisions and in particular general terms and conditions of the customer that conflict with these GTC shall only apply if they are confirmed in writing by the seller. This also applies to deviating terms and conditions of a later counter-confirmation by the customer.

Offers, conclusion of contract and written form

A contract is concluded either by a contract signed by both parties, by a written order confirmation from the seller (in letter form or by email) or by explicit acceptance of terms of use in the case of online software solutions. Unless otherwise stated, offers made by the seller are not binding and are deemed to be a request for an offer. Unless otherwise stated, the seller’s offers are limited to one month from the date of issue, but at the latest until the end of the calendar year, subject to design and material changes for technical reasons. The seller shall only accept and execute customer applications subject to these GTC. By submitting an application or concluding a contract, the customer acknowledges these GTC. An application by the customer shall only be deemed accepted in the form confirmed in writing by the seller. Verbal agreements shall only apply if they are confirmed in writing by the seller. In the event of clerical errors, the right to rectification is reserved; in the event of errors, the right to contest the contract is reserved.

The order confirmation or the terms of use in conjunction with the GTC shall be decisive for the conclusion of the contract. If the order confirmation or the terms of use deviate from the offer or the order, the order confirmation or the terms of use shall apply unless they are rejected immediately. The order confirmation or the terms of use and the GTC shall in any case take precedence over any deviating information.

Subsequent amendments or additions to an existing order shall only become effective after written agreement between the parties.

Complaints, reminders, notices of defects and the like must be made in writing. E-mails fulfill the written form requirement within the meaning of these GTC.

Technical documents

Specifications in technical documents, brochures and catalogs are only binding if they are expressly warranted. Materials may be replaced by other equivalent materials. The seller reserves all rights to drawings, plans, elaborated concepts, technical documents and software which he has handed over to the customer. The customer acknowledges these rights and shall not make the documents and software available to third parties in whole or in part or use them for purposes other than those for which they were handed over to the customer without the prior written authorization of the seller.

Scope of services, changes to the scope of services

The seller shall generally supply proven, stable, state-of-the-art systems in standard design. Otherwise, the delivery shall be based on the service description in the contract or the order confirmation. If the delivery also includes software, the relevant delivery and license conditions of the relevant subcontractors shall apply exclusively. The seller is expressly entitled to deviate from the agreed individual performance characteristics of the products if the deviation does not result in any functional restrictions. The customer accepts any resulting changes.

The seller shall provide a standardized product description and standardized operating instructions. Additional or individualized product descriptions or operating instructions are supplied for a fee.

Changes to the scope of services may affect the agreed prices and delivery dates. The following additional services shall be invoiced separately, unless they are expressly included in the agreed scope of services:

• Subsequent changes or additions to an existing order;
• New development of proposed solutions, revision of implementation documents due to changed structural conditions or new concepts of the customer;
• Creation of temporary solutions or test installations;
• Follow-up instructions for customers, users, external tradesmen and installers;
• Extension or adaptation of standard software;
• Waiting times due to non-guaranteed access to the premises and system locations;
• Extraordinary construction-related site visits and construction meetings;
• Coordination, meetings and clarifications with third parties or subcontractors nominated by the customer;
• Non-compliance with agreements made with third-party companies (interfaces, responsibility) and resulting additional services and/or special assignments.

The basis for invoicing additional services shall be the actual costs or, in the case of the seller’s own personnel, the currently valid hourly rate.

Order processing

The customer shall name a contact person in writing immediately after conclusion of the contract. The customer shall be responsible for coordinating the contractors commissioned. Additional expenses incurred by the seller due to non-compliance with the coordination provisions shall be charged additionally. The customer has a duty to inform the seller in good time of any special statutory, official or other regulations and conditions that affect the execution, delivery, assembly and operation of the subject matter of the contract. The Seller reserves the right to award partial orders to suitable subcontractors (power installations, cable pulling, mechanical installations).

Advance payments by the customer

The customer shall be responsible for the timely and professional execution of the preliminary construction work and auxiliary installation equipment that is essential for the installation of the appliances or is contractually stipulated. The customer shall inform the seller in good time of the status of execution or the time of completion of any preliminary construction work.

If electrical installations are provided by the customer or third parties, a faultless, tested installation with designated connection points must be available. Additional expenses and damage resulting from faulty wiring or wiring that does not comply with the specifications will be charged to the customer. For the installation of electronic components, no dust-generating construction work may be carried out on the premises during and after installation.

In the case of software deliveries and the implementation or commissioning of interfaces to conversion or subsystems, the customer must ensure that the IT infrastructure required for this, including the necessary operating systems, databases, network connections with all necessary means of communication and the necessary activation of corresponding firewalls, is provided.

Installation

Installation shall be carried out in consultation with the customer. The customer shall provide the seller with unhindered access to the premises and installation sites. The seller must be provided with suitable, lockable rooms for the secure storage of materials, equipment and tools.

It must also be ensured that the customer provides a means of delivering data for application installation packages. If the installations and equipment are carried out by the seller, appropriate access authorizations must be set up for the responsible employees of the seller.

If special safety requirements apply to the operation of the systems at the installation site of the devices, the customer shall create the conditions for unhindered fulfillment of the contract in good time and without additional expense for the seller.

If the installation work can only be carried out outside normal working hours, the resulting additional costs shall be invoiced in accordance with the seller’s current rates (see hourly rates above).

Integration of third-party systems

Third-party systems are all systems that exchange data with the seller’s products. When integrating third-party systems, the seller shall not be liable for services and properties that are guaranteed by the manufacturer of the third-party systems. Any costs incurred on the part of the third-party system are not included in the seller’s offers if they are not explicitly stated. The customer is responsible for describing and checking the functional scope of an external system integration. If the customer does not provide a description, the seller will integrate the third-party system functionally according to its own requirements. In this case, the customer has no right to rectification. The customer must provide the necessary infrastructure, such as a telephone connection or IP network, for the integration of the third-party systems. Operation must be arranged with the telecommunications or network operators in such a way that the availability required for alerting or data transmission is guaranteed at all times.

Processing of supplied customer data

The seller cannot guarantee the accuracy and quality of data supplied by customer systems, e.g. personal, media, room or planning data. For this reason, the customer must ensure that a quality and/or plausibility check is carried out when data is delivered, which checks for accuracy, completeness and quality. If errors in the data supplied cause our solutions to malfunction, no responsibility can be accepted and no liability can be accepted.

Remote access

If the contract can be fulfilled via remote access to the systems, the customer shall assume responsibility for ensuring that the seller can properly provide its services via remote access. The customer shall grant the seller the necessary authorizations to do so. The seller assumes that the customer maintains a state-of-the-art IT security concept and ensures that the appropriate protective measures are taken and are always up to date. In order to carry out remote access, the seller is authorized to access the systems, IT systems (application, database and web servers as well as clients) and data relevant to the activity. The seller may copy data from the customer’s system to its own system if this is unavoidable in order to analyze or rectify errors.

Terms of delivery

Deliveries by the seller shall be made ex warehouse/works of the Seller (EXW Incoterms 2020, CH-8902 Urdorf/ZH). The handover ex warehouse/works of the seller to the transport company shall be deemed delivery to the customer and, irrespective of any shipping conditions of the transport company, the benefit and risk shall pass to the customer from this point in time. In deviation from EXW Incoterms 2020, the costs of transport packaging (i.e. in addition to the costs of freight, export, transit, import, customs duties, taxes and other fees, documents, permits and the like) shall also be borne by the customer. In the absence of special instructions from the customer, the seller shall determine the type and route of shipment at its own discretion, without guaranteeing the fastest and most cost-effective shipment. Parts from registered locking systems are automatically sent by registered mail. At the request of the contractual partner, the seller can take out transport insurance at the customer’s expense.

Claims due to damage or loss must be made immediately by the recipient to the relevant transport company. The packaging and its contents must always be checked carefully.

Delivery dates

The seller shall endeavor to deliver the object of purchase as quickly as possible. Delivery dates and delivery periods are only binding if this has been expressly designated as binding in writing, subject to force majeure events. The customer shall be informed in the event of longer delivery times. Partial deliveries are permissible within the bounds of reasonableness. Any additional costs for shipping and packaging incurred as a result shall be borne by the seller. Delays do not entitle the customer to refuse acceptance, to return the goods or to claim compensation for damages resulting from the delay. If non-compliance with a delivery date or delivery period is due to force majeure or other circumstances for which the seller is not responsible, the delivery date or delivery period shall be extended accordingly. Events of force majeure are obstacles which cannot be averted despite the application of due care. This also applies in the event that such circumstances occur at the customer or supplier of the seller. These include, among other things, official measures or omissions, riots, mobilization, war, strikes or other significant operational disruptions, epidemics, pandemics, natural phenomena, terrestrial activities, official import bans as well as delays in delivery by subcontractors.

Delivery dates shall also be extended if the seller does not receive the information required for execution in good time or if the customer subsequently changes it and thus causes delays in delivery. The same shall apply if the customer is in default with the preparatory work to be carried out by him (e.g. preliminary construction work or the IT systems, network connections and access required for software installation) or with the fulfillment of contractual obligations, in particular if he fails to comply with payment terms.

Acceptance, transfer of benefit and risk

The seller shall inform the customer in good time of the date of the acceptance test. An acceptance report shall be drawn up and signed by the customer and the seller. The report shall state whether acceptance has taken place or has been refused. Acceptance can only be refused if there are significant defects. In the case of minor defects that do not significantly impair the functionality of the delivery, acceptance shall be deemed to have taken place (see rights relating to defects below).

Acceptance shall also be deemed to have taken place if it cannot be carried out on the scheduled date through no fault of the seller, if the customer refuses to accept or sign the protocol without justification or as soon as the customer uses the products from the seller.

If the customer fails to attend the acceptance date without justification or if acceptance is refused, any right of use shall lapse and the seller may switch off the system. The seller reserves the right to claim the associated expenses. Upon acceptance, the contractual service is rendered and the warranty and limitation periods for warranty rights begin to run (see also below). Benefit and risk are transferred to the customer upon acceptance. If acceptance is delayed or made impossible through no fault of the seller, risks and costs, including storage costs, for example, shall be borne by the customer.

Prices, price adjustments and additional costs

Unless explicitly stated otherwise, all prices are in Swiss francs (CHF), ex warehouse/works of the seller EXW Incoterms 2020 CH-8902 Urdorf/ZH) excluding VAT, net, without authorization for any deductions by the customer. The prices in the respective valid price list (price list in electronic form) at the time of conclusion of the contract shall be decisive. The seller reserves the right to change the prices if cost increases occur after conclusion of the contract, in particular due to collective wage agreements, material price changes, public charges, ancillary charges or freight charges. The seller undertakes to proceed in the same way in the event of cost reductions. Both cost increases and cost reductions shall be communicated to the customer without delay and justified on request. If the price increase amounts to more than 10% of the price according to the price list at the time of conclusion of the contract, the customer may withdraw from the contract. The same applies to the seller in the event of a price reduction. This is subject to the case where a fixed price has been agreed in writing with the customer in the contract.

For work outside the seller’s business hours, the following surcharges apply:

Monday-Friday: 20.00 to 06.00: Plus 25%

Saturday: 00.00 to 24.00: Plus 50%

Sunday: 00.00 to 24.00: Plus 100%

Any price reductions on the contracted service (e.g. discounts) do not apply to services provided under contract.

Terms of payment and delay

Unless otherwise stated in the order confirmation or terms of use, the purchase price is payable net, without any deductions, within 10 days of the invoice date (due date). The seller is entitled at any time, without giving reasons, to make a delivery dependent on concurrent payment or payment in advance. The place of performance for the customer’s payments shall be the seller’s place of business.

Unless otherwise stipulated in these GTC, the statutory provisions on default of payment shall apply. Complaints in terms of quality or quantity do not entitle the customer to postpone due payments or to make deductions. In the event of default of acceptance, the total or remaining purchase price shall become due immediately. The customer may not offset claims against the seller against his own claims. If the customer is in default of payment, the seller is entitled to adhere to the contract or to withdraw from the contract and to demand compensation in both cases. If the seller adheres to the contract, the seller is entitled to suspend further deliveries to the customer until the outstanding claims have been paid in full. Interest on arrears of 9% per annum shall be payable on outstanding payments from the due date, without the need for a special reminder.

The reminder fees amount to CHF 20.00 for the second reminder and CHF 50.00 for the third reminder. In the event of late payment, the seller reserves the right to demand immediate payment of the total amount owed. If the customer also breaches the newly agreed terms of payment, the seller shall still be entitled to withdraw from the contract and demand compensation for the loss incurred. As long as the customer is in arrears with his payment obligations, the seller may refuse any warranty. The warranty period shall not be interrupted.

The seller is entitled to demand advance payments (payment on account) from the customer in writing, even after the order has been placed. Unless it is contractually stipulated that payments on account are to be made in accordance with SIA Standard No. 118, Art. 144, the following terms of payment shall apply: 30 % on placing the order; 30 % on receipt of goods; 30 % on commissioning; 10 % on final invoice.

In the event of partial delivery, the seller shall be entitled to demand a corresponding partial payment.

The payment deadlines must also be observed if transportation, delivery, assembly, commissioning or acceptance of the delivery is delayed or made impossible through no fault of the seller.

The seller is entitled to refuse bills of exchange or checks without justification. They shall only be accepted on account of performance subject to the usual reservation that they will be honored and against payment by the customer of all costs incurred in connection with their redemption. Discount and bill charges shall be borne by the contractual partner and are due immediately.

Title retention

The delivered products, systems and installations shall only become the property of the customer after full payment of the amount owed. The seller is entitled to have this retention of title entered in the retention of title register at the customer’s place of residence or business at any time and at the customer’s expense.

In the event of enforcement actions (such as seizures, etc.), the customer must notify us immediately in writing. The customer is obliged to notify the debt enforcement and/or bankruptcy office of the retention of title. The customer shall be liable for any resulting damage.

The customer must maintain the delivered items at his own expense for the duration of the retention of title and insure them in favor of the seller against theft, breakage, fire, water and other risks.

Returns

Goods delivered in accordance with the order confirmation can only be returned with the seller’s consent. The indication of the order number, the article numbers and the number of individual articles are a prerequisite for the clarification and approval of the return of goods. The delivery bill must be enclosed with the return shipment. Provided they are in perfect condition, stock items will be credited at a maximum of 60% of the invoiced amount. No credit can be issued for customer-specific systems such as series and locking system products or for custom-made products. Risk and costs in connection with the return shipment shall be borne by the sender.

Warranty

For 24 months from delivery ex works or, in the case of installation by the seller, from acceptance, the seller warrants that the delivered products (excluding software (licenses)) essentially correspond to the contractual scope of performance in terms of their functionality. If shipment is delayed for reasons for which the seller is not responsible, the warranty shall end 24 months after readiness for shipment.

With regard to software (licenses), the seller warrants for 6 months after delivery that the product will perform as described in the documentation provided by the seller under normal use. Unless expressly agreed otherwise in writing, the seller does not warrant that the software can be operated without error or interruption, nor that it will meet the needs of the licensee (e.g. compatibility with specific software).

The customer’s rights in respect of defects presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with Art. 201 CO. The customer is obliged to inspect the object of purchase immediately after delivery and to report defects in writing within 5 days of discovering the defect, enclosing the delivery bill and/or the invoice and/or the receipt. The defects must be described in as much detail as possible for the customer.

In the event of a timely and justified notification of defects, the seller may, at his discretion, either remedy the defect or deliver a defect-free item.

If the subsequent performance (rectification or replacement delivery) fails, is impossible or involves disproportionate costs, the customer is entitled, at his discretion, to withdraw from the contract (withdrawal) or to reduce the remuneration (reduction). In the event of rectification, only the second unsuccessful attempt shall be deemed a failure of rectification.

In the event of only insignificant deviation from the quality or only insignificant impairment of the usability of the subject matter of the contract, there shall be no warranty claims.

As long as the customer is in arrears with his payment obligations, the seller may refuse any warranty. The warranty period shall not be interrupted.

Excluded from the warranty are, in particular, batteries, damage due to natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive use, unforeseeable external influences, unsuitable equipment, interventions by the customer or a third party in hardware and software (e.g. hacking), defective construction and assembly work not carried out by the seller and as a result of other reasons for which the seller is not responsible. The seller is also not liable for consequential damages (e.g. police, fire department and alarm receiver operations; safety measures to be initiated by the customer, in particular in the event of partial or complete shutdown of the system, including as a result of maintenance work; direct or indirect consequences of false alarms; false triggering of extinguishing systems; reimbursement of costs due to additional expenses incurred by the customer or third parties; impairment of the functions of the system as a result of structural changes; faulty or non-existent alarm transmission due to impairment of the alarm transmission device or the alarm transmission path as a result of structural changes, changes to the telecommunications infrastructure or the telecommunications operator or due to the change of the same).

Any warranty shall lapse if the customer or third parties carry out interventions, modifications, repairs or other maintenance work on the delivered products without the written consent of the seller, or if the customer does not immediately take appropriate measures to prevent the damage from becoming more serious.

In the event of material defects, the Seller shall provide replacement to the extent that its suppliers are obliged to provide replacement. The customer’s warranty rights for notified defects shall expire one year after discovery of the defects. Any further legal and material warranty, in particular for damages, is excluded to the extent permitted by law.

Liability

The seller shall only be liable for claims for damages resulting from intent or gross negligence. Any further contractual or non-contractual liability, in particular for direct and indirect consequential damages, is hereby excluded. In particular, no liability is accepted for damage caused to persons, property or assets of the customer or third parties as a result of criminal acts by third parties (e.g. robbery, theft, burglary). Claims for compensation for consequential damage (e.g. in the event of malfunctioning of the system, burglary, costs of the police, fire department or a security service as well as other possible associated costs) are excluded in all cases. Mandatory statutory provisions on liability for intent or gross negligence, which preclude a limitation of liability, remain reserved.

The seller shall not be liable for the work of vicarious agents insofar as the work is not connected with the agreed services or insofar as the same is initiated directly by the customer or third parties.

Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

Revocation

The seller reserves the right to withdraw from a concluded contract if the customer is unable to pay.

Changes to orders

The seller reserves the right to charge the customer for administrative expenses, work already carried out and special items already produced if the customer makes changes to current orders.

Planning work

All work going beyond purely conceptual work processing, such as drawing up plans, detailed clarifications, etc., shall be invoiced at cost in accordance with the seller’s valid service prices (see hourly rates and rates for services above).

Non-disclosure

The seller undertakes to treat all documents and information received from the customer in connection with the work and services, including all copies or records made thereof as well as those documents and information prepared for the customer, as its own trade secrets at all times, even after completion of the work and services, and not to make them accessible to third parties – with the exception of subcontractors – either in whole or in part. This obligation shall not apply to such documents and information that have demonstrably become generally known without breach of this confidentiality obligation or have been lawfully obtained from third parties without a confidentiality obligation.

The seller shall be entitled to pass on documents and information to subcontractors to the extent necessary, provided that these have been obligated in writing in advance in accordance with the above provisions.

The customer is obliged to treat all documents provided by the seller which are marked as ‘confidential’, ‘confidential’ or similar as confidential in accordance with the above provisions and not to make them accessible to third parties.

Data handling

The seller shall comply with the statutory provisions of the Federal Act on Data Protection (FADP), the Ordinance to the Federal Act on Data Protection (OFADP), the Telecommunications Act (TCA) and other data protection provisions, such as the General Data Protection Regulation of the European Union. In addition, reference is made to the seller’s separate privacy policy (https://qkey.ch/privacy-policy).

Property and intellectual property law

The ownership and intellectual property rights to all drawings, drafts, plans, technical documents, circuit diagrams, offers and the like shall remain with the seller. These documents may not be made accessible to third parties without prior written permission and may not be copied or used in any other way outside the intended purpose. The customer may not change the seller’s markings, trademarks and proprietary information in any form. The intellectual property and the right to further use remain with the seller or its licensors, even if the customer subsequently makes changes to the product. Any extension or modification of products by the customer requires the written consent of the seller.

Other

Should individual provisions of the contract with the customer or these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a statutory provision that comes as close as possible to the original purpose of the invalid provision.

Place of jurisdiction and applicable law

All disputes arising in connection with the contractual agreement between the customer and the seller shall be subject to the jurisdiction of the ordinary courts at the seller’s registered office. Swiss law shall apply (to the exclusion of the “Vienna Sales Convention”, United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980).

Validity and changes

These GTC shall apply from March 24, 2025 They may be amended by the seller at any time. The version in force at the time of the relevant legal transaction shall apply.

These GTC are available in several languages. In the event of discrepancies or ambiguities between the language versions, the German version shall prevail.