Distributors

General

Terms

and

Conditions

Scope

1.1 Applicability: These Distributors General Terms and Conditions (hereinafter: "DGTC") apply to the legal relationship between Zippsafe AG, including all domestic and foreign subsidiaries, and its distributors (hereinafter referred to collectively as the "Parties").

1.2 Basis: The DGTC in their respectively valid version are an integral part of Zippsafe AG's offers and, together with these, form the basis of the legal relationship between Zippsafe AG and its distributors.

1.3 Acknowledgement: By the distributor’s acceptance of an offer of Zippsafe AG, including in the form of a simple order confirmation, the present DGTC becomes applicable.

1.4 Accessibility: The DGTC are usually enclosed with the Zippsafe AG offer. Furthermore, the DGTC can be viewed or downloaded on Google Drive, in the distributor's folder available from Zippsafe AG, and on the homepage of the company www.zippsafe.com/eu_en/DGTC

1.5 Priority: Individual agreements concluded with the distributor take precedence over the DGTC. These DGTC take precedence over any deviating GTC of the distributor. GTC of the distributor contradicting the offers and these DGTC shall apply only if Zippsafe AG has expressly acknowledged in writing that they should take precedence.

Conclusion and content of the contract

2.1 Validity of the offer: The offer (incl. enclosures) of Zippsafe AG will be valid up until the date stated in it. The purchase contract will be effectively concluded on acceptance of the offer on the signing by both parties or by the distributor's order confirmation. The offer is thereby designed simultaneously as a purchase contract document. 

2.2 Object of the purchase contract: The object of the purchase contract comprises the ZippSpace systems, services, and spare parts listed in the offer under the heading "Offer".

Pick-up, payment, and transfer of ownership

3.1 Place of performance: The provisions of the Incoterms 2022, EXW apply. The transport costs will be borne by the distributor. Commissioning will usually be made within 8-24 weeks from the date on which Zippsafe AG returns the mutually signed offer or order confirmation (decisive is the time of the mailing). Pick-up will take place during the daytime working hours (07:00 a.m. to 02:00 p.m.) on workdays (Saturday and Sunday are not workdays). 

3.2 Pick-up notification & delay of acceptance: At least two weeks before commissioning, the exact pick-up day must be confirmed by the distributor in writing by email (ordermanagement@zippsafe.com). The information provided by the distributor is binding. If the agreed pick-up date is postponed by the distributor in agreement with Order Management or if the pick-up is not done at the agreed time, the distributor will be in delay of acceptance, and be invoiced for the actual costs incurred by third parties as well as the additional costs in connection with storage, forwarding and administration at standard market conditions.

3.3 Terms of payment: Zippsafe AG is entitled to invoice 100 % of the contractually agreed price within 30 days after the return of the mutually signed offer and 0% after the handover or [sic of the] contractual offer by Zippsafe AG. The quoted prices are understood without VAT. In the event of late payment by the distributor, Zippsafe AG reserves the right to withdraw from the contract in any case. The (net) amount shall become due within 30 days from the mailing of the invoice. The last day of the payment period shall be deemed the expiry date. Any fees incurred for bank guarantees or similar will be charged to the distributor retrospectively.

3.4 Default of payment: If the distributor does not pay the invoice within the payment period of 30 days, it will be in default and owe Zippsafe AG 5% default interest (per annum and pro rata) on the outstanding receivables. 

3.5 Acceptance of the goods by distributors: The distributor is obliged to accept the performance offered in accordance with the contract and shall otherwise be in creditor's default of acceptance. Zippsafe AG has the option to deposit the goods in a warehouse of its choice and store them there at the distributor's risk and cost until the distributor is ready to complete its obligation to accept the goods in full. Zippsafe AG reserves the right to claim further rights including damages due to the delay.

3.6 Transfer of ownership: The goods become the property of the distributor after full payment of the purchase price. Zippsafe AG reserves the right to register the retention of title.

Complaints and notices of defects

4.1 Complaint: Obvious defects shall be notified by the distributor in writing without delay, whereas no later than 7 days after receipt of the goods, and hidden defects without delay, whereas no later than 7 days after discovery of the defects by the distributor or by an assistant of the distributor. The date on which the complaint is sent by the distributor shall be decisive for observation of the period in each case. 

4.2 Notice of defects: At the request of Zippsafe AG, the distributor must return the rejected goods to Zippsafe AG at its own expense. In the event of a justified complaint, Zippsafe AG will reimburse the costs of the most affordable shipping route. If a notice of defects is unjustified, the distributor shall remain obligated to bear the costs of shipment. 

4.3 Exclusion of liability: In the event of a failure to notify defects in good time, the goods shall be deemed approved and claims of defects shall be excluded.

Warranty and liability

5.1 Warranty: The warranty period is two years from the date of the handover of the goods. The warranty does not cover defects caused by any third party software that is used in combination with Zippsafe products or services. The warranty is also excluded in the event modifications are made on the product or products of third parties are purchased and installed. If a warranty case is present due to defects in the object, Zippsafe AG exclusively undertakes to either replace or repair the defective goods or parts thereof at the choice and cost of Zippsafe AG or to refund the paid purchase price and withdraw from the contract. The warranty for the repaired or replaced goods or parts thereof will be valid until the expiry of the original warranty period. Statutory warranty claims are excluded. Spare parts required in the event of damage or due to consumption must be ordered separately and will be invoiced separately, insofar as the damage does not fall under any warranty obligation of Zippsafe AG.

5.2 Liability: Zippsafe AG shall be liable, irrespective of the legal grounds, only in case of intent or gross negligence and only insofar as such fault can be proven. The liability sum is limited to the amount of the purchase price. Excluded from this limitation of liability is the liability pursuant to the Product Liability Act as well as for physical injuries occurring in spite of proper use as intended. If Zippsafe AG is held liable on the basis of the Product Liability Act and if its fault cannot be proven, the distributor shall hold Zippsafe AG harmless.

5.3 Limitation: On expiry of two years from the acceptance of the goods after pick-up, all claims for material defects are void.

5.4 Set-off: The distributor's right of set-off in case of warranty, guarantee, and liability claims is excluded.

5.5 Withholding options: Withholding of payments by the distributor is excluded.

Confidentiality and data protection

6.1 Confidentiality: The distributor undertakes to treat as confidential and to keep secret from third parties all information and documents that have come to his knowledge in the course of the business relationship with Zippsafe AG, whether in connection with the order, acceptance, other services or otherwise in the course of the processing of the business relationship with Zippsafe AG (among other, business or technical information contained in offer documents, offer confirmations, delivery slips, accompanying documents, plans or similar).

6.2 Processing of personal data: Zippsafe AG complies with the provisions of the 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 the expiry of the statutory retention period or after the purpose for which the data was collected has been fulfilled. 

 Force majeure 

7.1 Event: An event of force majeure is deemed an event that prevents Zippsafe AG from fulfilling one or more of its contractual obligations and which is beyond its reasonable control, could not have been reasonably foreseen at the time of the conclusion of the contract, and the effects of which could not have been reasonably avoided. Events of force majeure include (but are not limited to): war, terrorist acts, currency and trade restrictions, sanctions, orders of authorities, official acts, expropriation, nationalization, pandemics, epidemics, natural disasters or extreme natural events, accidents, delayed or defective delivery of semi-finished and finished products, prolonged unavailability of means of transport, telecommunications, information systems, and strike.

7.2 Right of withdrawal: In the event of force majeure or other events, which Zippsafe AG cannot avert despite exercising due care, irrespective of whether these occur at its premises or at the premises of a third party, Zippsafe AG has the right – without prejudice to its other rights – to withdraw from the contract in full or in part and without requiring further actions, if these events persist for more than 90 days.

Further provisions

8.1 Floorplans: Zippsafe AG exempts itself from any responsibility regarding the floor plan’s veracity and feasibility of the installation with pre-assembled ZippSpace systems.
8.2 Assignment: Zippsafe AG has the right to assign claims of any kind to a third party. The third party in turn has the right to assign the claim to the Swiss Export Credit Agency (SERV).

8.3 Reference: In the absence of an order to the contrary, Zippsafe AG is permitted to name the buyer as a reference in its communication. 

8.4 WIFI access: If there is a WIFI network in the cloakroom, Zippsafe AG shall be permitted unrestricted access. The internet is used for the purposes of commissioning, system monitoring, and updates. The data volume is within the range of a few MB/month and does not include user-related information or other critical data – unless agreed otherwise (e.g. for cloud online management).

8.5 Contract changes: Changes and additions to the offer of Zippsafe AG require the written form for validity. Verbal agreements in this context are invalid and implicit changes are excluded. 

8.6 Severability clause: If individual provisions of these DGTC or the offer should be incomplete, legally invalid, or unenforceable, this shall not affect the validity of the contract documents. In this case, the Parties shall reach an agreement to replace the affected provision for a valid provision, which is economically equivalent as far as possible, so that the intended purpose is achieved to the furthest extent.

8.7 Applicable law and place of jurisdiction: These DGTC and the offer of Zippsafe AG, as well as all disputes relating them, shall be governed by Swiss law, excluding the rules on the conflict of laws under private international law and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of the city of Zurich, canton of Zurich, have jurisdiction. 

8.8 Effective date: These DGTC were adopted by the Board of Directors of Zippsafe AG on 31.01.2023 and entered into force on 31.01.2023.

Glattbrugg, January 31, 2023