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general terms and conditions for sale and delivery of the ARHUB security systems (authorised dealers)
1. General
1.1. These general terms and conditions of sale and delivery of security systems (the “T&Cs”) hereinafter set forth apply to all orders placed with with Security Alarms & Co. S.A. (hereinafter the “Seller”) by authorised Seller’s dealers (hereinafter the "Buyer") for the ARHUB security system and its accessories (hereinafter the "Products").
1.2. Buyer’s conditions, in case different to the ones stated in these T&Cs, shall be only valid in case they are accepted by the Seller in writing.
1.3. The Seller reserves its right to modify, amend, or delete certain provisions of these T&Cs at any time. Modified T&Cs shall be made available to the Buyer.
2. Distribution right
2.1. The Seller grants the Buyer the right to sell the Products following these present T&Cs. Right of exclusivity is expressly excluded.
2.2. The Buyer agrees to resell the Products under their original name and without changing packaging or appearance. The Products shall not be subject to any modification or alteration and the Brands, numbers and other means of identification shall not be removed.
3. Buyer’s obligations
3.1. The Buyer acknowledges having means and knowledge of Products to carry out the marketing and installation of the Products.
3.2. The Buyer shall use its best efforts, in accordance with the Seller's standards, to achieve maximum sales of Products and agrees to implement the appropriate terms of sale and financial resources necessary for the promotion and the sale of the Products.
3.3. The Buyer undertakes no commercial methods for the sale of Products which might affect in any way the prestige, reputation and market awareness of the Products or Brands.
3.4. The Buyer carries out his activity in complete independence, without any quota obligation and recognises his status as an independent. He will organise his work outside any relationship of subordination and may engage in other independent activities apart from the sale of the Products. The Buyer will assume all professional, social and tax expenses related to his activities. The Seller is released from all responsibility for the Buyer's social security charges prior, during and after the sale of the Products.
4. Seller’s obligations
4.1. The Seller shall deliver Products and services as per the T&Cs.
4.2. The Seller shall authorise the Buyer to use the Brands and works for marketing purposes.
4.3. The Seller to provide with necessary documentation on the use and installation of the Products.
5. Marketing
5.1. The Buyer agrees to invest in the marketing of the Products. The Seller reserves its right to carry out controls as the Seller deems appropriate. The Buyer shall, among other things, send to the Seller copies of said communications after their publication.
5.2. The Seller is committed in providing marketing support to the Buyer in marketing in the form of flyers, product catalogues and other marketing products in electronic format. In the event that the Buyer requests a particular impression, its services will be charged by the Seller.
6. Training and Documentation
6.1. The Seller organises trainings for installation of the Products. To become the Seller’s Certified Professional, the Buyer shall undertake training organised by the Seller.
7. Orders
7.1. Orders shall only be considered as accepted after all technical and commercial details are clarified and if they are submitted by the Buyer in writing and confirmed by the Seller.
7.2. Shipments of Products and services, as the case may be, shall be executed in accordance with the Buyer’s written order, unless the order is modified following confirmation of the Seller.
7.3. Any return of the Products shipped shall be communicated to the Seller in writing. In case of acceptance of return by the Seller, returned Products are subject to a charge of fifty percent (50%) of the value of the merchandise. All repair works shall be invoiced according to the costs incurred.
8. Price, invoices and payment terms
8.1. Net Price, excluding, if applicable, Swiss VAT, ex-stock (EXW - INCOTERMS 2020), is expressed in the currency stipulated in the invoice.
8.2. Payments are made to the Seller without deduction of discount, fee, taxes, interest, customs duty, banking charges and other charges in the billing currency immediately following the order, unless the Seller confirmed other payment terms, either in its offer or in the order confirmation.
8.3. In case a credit limit is granted and the Buyer does not comply with the payment terms, the interest rate of four percent (4%) above the current discount rate of the Swiss National Bank shall apply for each day of delay of payment, without any prior notice by the Seller.
9. Delivery
9.1. The delivery time commences upon the conclusion of all administrative formalities, all payments and collaterals, if any, necessary for the order, have been provided and that technical questions on the order have been clarified. The delivery time is considered as met, once the Seller informs the Buyer that the order is ready to be shipped.
10. Control and receipt of shipment
10.1. The Seller inspects shipments prior to the shipment. The Buyer may request additional inspection, upon written agreement with the Seller at his own cost and expense.
10.2. The Buyer shall inspect the shipments received within five (5) days following receipt of the shipment and notify the Seller any defects immediately in writing. Otherwise the shipment shall be deemed as accepted.
10.3. In case of the notice pursuant Clause 10.2. above is given, the Seller shall repair or replace the elements as promptly as possible. Replaced parts become a property of the Seller.
10.4. Implementation of procedures for reception of goods pursuant Clause 10.2. shall be mutually agreed between the parties.
11. Transfer of title and risk
11.1. Risk shall pass to the Buyer as per INCOTERMS 2020. In case the shipment is delayed at the Buyer's request or for other reasons not attributable to the Seller, the risks shall pass to the Buyer at the time originally scheduled for delivery from the stock. From that moment, deliveries are stored and insured at the cost and risk of the Buyer.
11.2. Title shall pass to the Buyer upon the receipt of full payment by the Seller.
12. Warranty
12.1. The Seller warrants the Products in accordance with the documentation accompanying the Products. Duration of the warranty is twenty-four (24) months from the date when the Products leave the Seller’s warehouse.
12.2. The warranty and liability of the Seller exclude the damage which is not proven to result from defective materials faulty design or poor workmanship, such as damage due to natural wear and tear, inadequate maintenance, non-compliance with operating instructions, excessive loading, the use of unsuitable material, chemical or electrolytic influences, changes, replacements or deliveries by third parties, to manufacturing or assembly work that was not performed by the Seller, and other non-attributable causes to it.
12.3. Express warranties are only those which have been expressly specified as such in the order acknowledgment or in the specifications. An express warranty is valid until the expiry of the guarantee period at the latest.
13. Conditional ownership
13.1. Upon conclusion of the purchase, the Buyer authorises the Seller, in case of difficulty of payment of the Purchaser, to have the conditional ownership registered in the public register and to fulfil all necessary formalities at the expense of the Buyer.
13.2. During the period of conditional ownership, Buyer shall keep in good state the Products shipped and insure them on the name of the Seller against theft, breakages, fire, water and other risks, at its cost and expense. In addition, Buyer shall take all necessary measures to ensure that ownership claims by the Seller are neither impaired nor revoked.
14. Confidentiality
14.1. The Buyer agrees that confidential information from the Seller is:
protected and kept strictly confidential;
not disclosed, nor likely to be disclosed, directly or indirectly to third parties.
14.2. All information transmitted (whether it is confidential or not) and its copies remain the property of the Seller. By disclosing confidential information to third parties, the Buyer acknowledges the violation of these T&Cs. This clause shall survive the termination of these T&Cs and other agreements concluded between Buyer and Seller.
15. Taxes, duties and other charges
15.1. Taxes, duties and other charges in the origin country of the Buyer shall be on Buyer’s account.
15.2. Taxes, duties and other charges in the origin country of the Seller shall be on Seller’s account.
16. Force Majeure
16.1. Should either party be affected by a force majeure, not arising out of its own negligence, which may include, but not be limited to floods, fires, storms or other natural disasters, any civil or labour unrest such as strikes, lockouts, riots or actions on the part of a government or other authority which interfere with a party’s ability to meet its obligations under the T&Cs and related agreements including embargoes, prohibitions or similar actions, that party shall immediately advise the other of the force majeure.
16.2. Should the force majeure continue for a period of more than ten (10) days, the parties shall have discussions to determine what, if any, steps should be taken to remedy the situation in a fair and equitable fashion or to allow for the termination of respective agreements.
17. Limitations and Exclusions
17.1. The Seller shall not be liable to the Buyer whether under T&Cs and related contracts, tort (including negligence) strict liability or otherwise, for:
protected and kept strictly confidential;
not disclosed, nor likely to be disclosed, directly or indirectly to third parties.
17.2. For damage under these contractual obligations, the Seller is liable to a maximum amount of the invoice for the order shipped under dispute, provided that it can be proven that such damage is intentional or is a result of gross negligence.
18. Compliance with laws and authorisations
18.1. Seller and Buyer must comply with all relevant laws and authorisations in relation to and the carrying out of their respective obligations under the T&Cs and related contracts.
19. Jurisdiction and applicable law
19.1. These T&Cs shall be governed by the law of Switzerland, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980 and the Convention on the law applicable to international sales of objects character movable body of 15 June 1955. The place of jurisdiction for both parties shall be the headquarters of the competent courts of the registered office of the Seller.
20. Notices
20.1. Any notice shall be given in writing and sent via e-mail to the addressee. Notices by email shall be effective as of the date received.
21. Miscellaneous
21.1. T&Cs shall form the integral part of agreements between the Seller and the Buyer.
21.2. Any matter that is not covered by these T&Cs shall be decided by mutual agreement between the parties.
January 2021 | F005-SAE2101-005-3
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