Terms and conditions of sale
Validity
These general conditions of sale (hereinafter “ Terms and Conditions of Sales ”) regulate commercial relations between Hotel ID AG (hereinafter “ the Seller ”) and its Customers (hereinafter “ the Customer ”) and apply to the delivery of equipment, licenses, the installation of systems and the execution of service interventions for Hotel ID AG.
The Seller’s General Conditions take precedence over any general conditions of the Customer, even if the Seller does not expressly reject them. The provisions and in particular the general conditions of the Customer which are contrary to these General Terms and Conditions only apply if they are confirmed in writing by the Seller. This also applies in the event of deviating conditions contained in a subsequent counter-confirmation from the customer.
Offers, conclusion of contract and written form
A contract is concluded either by means of a contract signed by both parties or by a written order confirmation from the Seller (in the form of a letter or by email).
Unless otherwise indicated, the Seller’s offers are not binding and are considered a request for submission of an offer. The Seller’s offers are limited to one month from their issue, but at the latest until the end of the calendar year, subject to changes in construction and materials for technical reasons. The Customer’s requests are only approved and executed by the Seller in accordance with these General Terms and Conditions. By submitting a request or signing a contract, the Customer accepts these General Terms and Conditions. A request from the Customer is only considered accepted if it is confirmed in writing by the Seller. Oral agreements are only valid if confirmed in writing by the Seller. The right to rectification is reserved in the event of typing/spelling errors and the right to contest is reserved in the event of an error.
The order confirmation in relation to the General Terms and Conditions is decisive for the conclusion of the contract. If the order confirmation differs from the offer or order, the order confirmation applies, unless it is immediately rejected. The order confirmation as well as the General Terms and Conditions prevail in all cases over divergent indications.
Subsequent modifications or additions to an existing order will only be effective upon written agreement of the parties.
Complaints, recalls, claims for defects and the like require written form. Emails meet the condition of written form within the meaning of these General Terms and Conditions.
Technical documentation
The information contained in technical documents as well as in prospectuses and catalogs is only binding to the extent that it has been expressly guaranteed. Materials can be replaced by other equivalent materials. The Seller reserves all rights to the drawings, plans, developed concepts, technical documents and software that it has provided to the Customer. The Customer recognizes these rights and undertakes not to make all or part of the documents and software accessible to third parties without the prior written authorization of the Seller and will not use them for purposes other than those for which they were given to the Customer.
Scope of services, modification of the scope of services
The Seller supplies systems of proven quality, functioning stably according to the current state of technology, in principle in standard version. Otherwise, delivery is determined by the description of the services appearing in the contract or in the order confirmation. If the delivery also includes software, only the relevant delivery and license conditions of the respective subcontractors apply. The Seller is expressly authorized to deviate from the various agreed performance characteristics of the products, provided that this deviation does not result in functional restrictions. The Customer accepts any resulting modifications.
The Seller provides a standardized product description and instructions for use. Additional or personalized product descriptions or instructions for use are provided for a fee.
Any modification to the scope of services may have an impact on prices and agreed delivery times. The following additional services are invoiced separately, except in the case where they are expressly part of the agreed scope of services:
- subsequent modifications or additions to an existing order;
- further development of solution proposals, revision of execution documents due to changing construction conditions or new concepts of the Customer;
- establishment of temporary or test installations;
- additional instructions from customers, users, external craftsmen and third-party installers;
- extension or adaptation of standard software;
- waiting times due to inability to access premises and facility locations;
- exceptional site visits and meetings related to construction;
- coordination, discussions and clarifications with third parties or subcontractors designated by the Client;
- non-compliance with agreements concluded with third-party companies (interfaces, liability) and additional services and/or special interventions resulting therefrom.
The actual costs or, in the case of services provided by the Seller’s personnel, the hourly rate currently in force serve as the basis for invoicing for additional services.
Order processing
The Customer designates a contact person in writing immediately after conclusion of the contract. The Client is responsible for coordinating the commissioned contractors. Additional expenses of the Seller due to failure to comply with the coordination provisions will be charged additionally.
The Customer has the duty to inform the Seller in good time of any legal, administrative or other requirements and conditions which concern the execution, delivery, assembly and operation of the subject of the contract. The Seller reserves the right to delegate partial mandates to appropriate subcontractors (high current installations, cable pulling, mechanical installations).
Prior services from the Client
The Client is responsible for execution within the set deadlines and according to the rules of the art, resp. defined in the contract, preliminary construction work as well as auxiliary assembly equipment. The Customer informs the Seller in good time of the status of execution or the date of completion of any preliminary construction work.
If electrical installations are made available by the Customer or by third parties, these installations must be faultless, controlled and have designated connection points. Additional expenses and damages resulting from faulty or non-specification wiring will be charged to the Customer. Regarding the assembly of electronic components, construction work likely to generate dust must no longer take place in the premises either during or after their installation.
In case of delivery of software and implementation/commissioning of interfaces to surrounding systems or subsystems, the Customer is obliged to ensure that the IT infrastructure necessary for this purpose – including the systems The necessary operations, databases, network connections with all required means of communication, as well as the necessary activations of the appropriate firewalls included – are made available.
Installation
The installation is carried out in consultation with the Customer. The Customer grants the Seller free access to the premises and locations of the installation. Suitable, lockable premises must be made available to the Seller for the safe storage of materials, devices and tools.
It is important to ensure that the Customer provides a facility for data delivery of application installation packages. If the installations and equipment are carried out by the Seller, corresponding access rights must be established for the responsible employees of the Seller.
If special safety conditions apply to the operation of the installations at the place of installation of the devices, the Customer must create in good time and without additional costs for the Seller the conditions necessary for the unimpeded execution of the contract.
If the installation work can only be carried out outside regular working hours, the resulting additional costs will be charged according to the Seller’s current labor rates (see hourly rates above).
Integration of third-party systems
Third-party systems mean all systems that exchange data with the Seller’s products. In the event of integration of third-party systems, the Seller is not responsible for the services and properties guaranteed by the manufacturer of these systems. Any costs related to third-party systems are not included in the Seller’s offers if not explicitly stated. The Customer is responsible for describing and verifying the scope of functionality of a third-party system integration. If the Customer does not provide a description, the Seller will functionally integrate the third-party system according to its own requirements. In this case the Customer does not have the right to request repair.
The Customer must provide the infrastructure necessary for the integration of third-party systems – such as the telephone connection or the IP network – in good working order. Its operation must be regulated in agreement with the telecommunications or network operators, so as to guarantee at all times the availability required for alarm or data transmission.
Processing of delivered customer data
The Seller cannot guarantee the accuracy and quality of the data delivered by the Customer’s systems, such as data relating to people, media, premises or plans. The Client is therefore required to ensure that a quality and/or plausibility check is carried out upon delivery of the data, in order to verify their accuracy, completeness and quality. If errors in the data provided should cause our solutions to malfunction, no liability can be assumed or invoked in this regard.
Remote access
To the extent that the execution of the contract can be carried out through remote access to the facilities, the Customer assumes responsibility for ensuring that the Seller can correctly perform its services via remote access. It grants the Seller the necessary authorizations for this purpose. The Seller assumes that the Customer maintains an IT security concept corresponding to the current state of technology and ensures that appropriate protective measures are taken and always updated. To be able to carry out remote access, the Seller is authorized to access the installations, IT systems (application servers, databases and Internet, as well as clients) and data relevant to the activity. The Seller is authorized to copy data from the Customer’s system to its own system if this is essential for the purposes of analysis or error correction.
Terms of delivery
The Seller’s deliveries are made ex the Seller’s warehouse/company Hotel-ID AG (EXW Incoterm). Handover to the transport company from the Seller’s warehouse/factory is considered delivery to the Customer and, regardless of any shipping conditions of the transport company, profits and risks are transferred to the Customer from this moment on. In derogation from EXW Incoterms 2020, transport packaging costs are also the responsibility of the Customer (i.e. in addition to transport costs, export, transit, import, customs duties). customs, taxes and other fees, documents, authorizations and others). Unless specifically instructed by the Customer, the Seller determines the shipping method and route at its convenience, without guaranteeing the fastest and most economical shipping. Parts from registered locking installations will be automatically sent by registered mail. If the Customer wishes, the Seller can take out transport insurance at the Customer’s expense.
In the event of damage or loss, the recipient must immediately assert his rights with the transport company concerned. The packaging and its contents must always be checked precisely.
Delivery delay
The Seller strives to deliver the item of purchase as quickly as possible. Delivery dates and deadlines are only binding if they have been expressly specified as such in writing, subject to force majeure events. In the event of longer delivery times, the Customer will be informed. Partial deliveries are permitted wherever possible. Any resulting additional shipping and packaging costs are the responsibility of the Seller. Delays do not give the Customer the right to refuse delivery, return the goods or claim damages for the loss suffered due to the delay.
If failure to meet a delivery date or deadline is due to force majeure or other circumstances not attributable to the Seller, the delivery date or deadline will be extended accordingly. Force majeure events constitute unavoidable obstacles despite the application of due diligence. This also applies if such circumstances arise at the Customer or at the Seller’s supplier. Said circumstances include, among others, administrative measures or omissions, riots, mobilization, war, strikes or other significant operational disruptions, epidemics, pandemics, natural phenomena, land activities, administrative prohibitions of importation as well as delivery delays from subcontractors.
Delivery times are also extended in the event that the Seller does not receive the information necessary for execution in a timely manner or if the Customer subsequently modifies them, thereby causing delivery delays. The same applies if the Customer is late in the preparatory work required of him (e.g. preliminary construction work or IT systems, network connections and access necessary for the installation of software) or in the execution of its contractual obligations, in particular if it does not respect the payment conditions.
Receipt, transfer of profits and risks
The Seller informs the Customer in good time of the date of the acceptance test. A reception report is drawn up and signed by the Customer and the Seller. This report indicates whether reception took place or whether it was refused. Acceptance may only be refused if there are significant defects. In the event of minor defects which do not significantly affect the proper functioning of the delivery, receipt is deemed to have taken place (see warranty rights for defects below).
Reception is also considered to have taken place if it cannot take place on the scheduled date without the Seller being responsible or if the Customer unjustifiably refuses receipt or signing of the report or from the moment the Customer uses Seller’s products.
If the Customer does not participate – unjustifiably – in the acceptance or if acceptance is refused, any right of use is canceled and the Seller may take the installation out of service. The Seller reserves the right to claim the resulting costs. With acceptance, the contractual service is deemed to have been performed and the warranty and limitation periods for warranty-related claims for defects begin to run (see also below).
Profit and risk pass to the Customer upon receipt. If receipt is delayed or made impossible without the Seller being responsible, the risks and costs – for example storage costs – are the responsibility of the Customer.
Prices, price adjustments and additional charges
All prices are, unless explicitly stated otherwise, in Swiss francs (CHF), ex warehouse/factory of the Seller excluding VAT, net, without justification of any deduction on the part of the Client. There are all under EXW incotem except when specified otherwise.
The decisive prices are those appearing in the price list in force (price list in electronic form) at the time of conclusion of the contract. The Seller reserves the right to modify prices in the event of an increase in costs, if after the conclusion of the contract and in particular due to collective wage agreements, changes in the prices of materials, public taxes, additional costs or freight . The Seller undertakes to proceed in the same manner in the event of a drop in costs. Cost increases and reductions are immediately communicated to the Client and justified upon request. The Customer is entitled to terminate the contract if the price increase is more than 10% of the price indicated in the price list at the time of conclusion of the contract. The same applies to the Seller in the event of a price drop. The case where a fixed price has been agreed in writing with the Customer in the contract remains reserved. For small orders with a net merchandise value of less than CHF 25.00, a minimum invoice amount of CHF 50.00 is charged (except for engraved plates and additional keys).
For work carried out outside of Seller’s office hours, the following surcharges apply:
| Monday to Friday | from 8:00 p.m. to 6:00 a.m. – plus 25% |
| Saturday | from 00:00 to 24:00 – plus 50% |
| Sunday and bank holidays | from 00:00 to 24:00 – plus 100% |
Any price reductions on the contractual service (e.g. discounts) are not valid for managed services.
Payment conditions and residence
Unless otherwise stated in the order confirmation, the purchase price is payable net, without any deduction, within 10 days from the date of the invoice (due date). The Seller is at any time entitled, without having to justify himself, to make a delivery subject to a tit-for-tat payment or to an advance payment. The place of execution for the Customer’s payments is the registered office of the Seller.
Unless otherwise provided in these General Terms and Conditions, the legal provisions relating to late payment apply. Complaints of a qualitative or quantitative nature do not entitle you to a deferral of overdue payments or to deductions. In the event of default by the Customer upon acceptance of a delivery, the total purchase price resp. the balance is immediately due. The Customer is not entitled to offset claims against the Seller against his own claims. If the Customer is in late payment, the Seller is entitled to maintain the contract or to terminate it and is in both cases entitled to claim damages. If the Seller maintains the contract, he is entitled to suspend further deliveries to the Customer until full payment of open debts. Late payment interest of 9% per year is payable on late payments, from the due date, without a specific reminder being necessary. The reminder fee is CHF 20.00 for the second reminder and CHF 50.00 for the third reminder. In the event of late payment of deposits, the Seller reserves the right to immediately demand payment of the entire total amount due. If the customer does not respect the new payment conditions set either, the seller remains free to terminate the contract and claim compensation for the damage suffered. The Seller is entitled to refuse any guarantee as long as the Customer is late in his payment obligations. The warranty period is not interrupted.
The Seller has the right, even after placing the order, to demand payment of advance payments from the Customer in writing. Unless it is stipulated in the contract that deposits must be paid in accordance with SIA standard no. 118 art.144, the following payment conditions apply: 30% at the time of order, 30% on arrival goods ; 30% upon commissioning; 10% to the final invoice.
In the event of partial delivery, the Seller is entitled to demand a corresponding partial payment.
The payment terms must also be respected if transport, delivery, assembly, commissioning or receipt of the delivery are delayed or made impossible, without the Seller being responsible.
The Seller has the right to refuse bills of exchange or checks without having to justify this. Acceptance takes place by way of execution only subject to the usual reservation of their collection and against payment by the Client of all costs linked to collection. Discount and exchange costs are the responsibility of the Customer and are immediately due.
Reservation of title
The delivered products, systems and installations only become the property of the Customer after full payment of the amount due. The Seller is authorized to have this reservation of ownership registered at any time in the register of retention of ownership agreements at the Customer’s home or registered office, at the latter’s expense.
In the event of enforcement actions (such as seizures, etc.), the Customer must inform us immediately in writing. The Customer is required to communicate the retention of title to the debt collection office and/or the bankruptcy office. The Customer is responsible for any resulting damage.
During the retention of title, the Customer must maintain the goods delivered at his own expense and insure them in favor of the Seller against theft, breakage, fire, water damage and other risks.
Returns
Goods which have been delivered in accordance with the order confirmation may only be returned with the agreement of the Seller. Indication of the order number, article numbers as well as the number of individual articles is a prerequisite for clarification and authorization of the return of goods. The delivery note must be attached to the return. Provided they are in perfect condition, stock items are credited up to a maximum of 60% of the invoiced amount. No credit can be given for customer-specific systems such as off-the-shelf products and locking systems or for custom-made products. The risks and costs associated with the return are the responsibility of the Customer.
Guarantee
The Seller guarantees for 24 months from delivery ex works or, in the case of installation by the Seller, from receipt, that the delivered products [excluding software (licenses)] substantially correspond , with regard to their operation, to the extent of contractual services. If shipment is delayed for reasons not attributable to Seller, the warranty ends 24 months after the merchandise is ready for shipment.
With regard to software (licenses), the Seller guarantees for 6 months from their delivery date that the product, under normal use, will provide the performance described in the documentation made available by the Seller. . Unless otherwise expressly provided in writing, the Seller does not guarantee that the software can be operated without errors or interruptions, nor that it meets the needs of the licensee (e.g. compatibility with specific software).
The Customer’s rights linked to the warranty for defects presuppose that the latter has duly fulfilled its verification and notification duties provided for by article 201 of the Swiss Code of Obligations. The Customer is required to check the item of purchase immediately after delivery and to report defects in writing within 5 days of their discovery, attaching to his complaint the delivery note and/or the invoice and/or the receipt. These defects must be described in as much detail as possible by the Customer.
In the event of a justified complaint presented within the deadline, the Seller may, at its option, eliminate the defect or deliver an item free of defects.
In the event that subsequent performance (repair or replacement delivery) fails, proves impossible or results in disproportionate costs, the Customer is entitled, at its option, to withdraw from the contract (termination) or reduce the price. In the event of a repair, only the second unsuccessful attempt is considered a repair failure.
In the event of a negligible deviation in quality or an insignificant limitation of the usefulness of the contractual object, no warranty rights exist.
The Seller is entitled to refuse any guarantee as long as the Customer is late in his payment obligations. The warranty period is not interrupted.
Excluded from the warranty in particular are: batteries, damage due to natural wear and tear, insufficient maintenance, non-observance of operating instructions, excessive stress, unforeseeable external influences, means of improper operation, interventions by the Customer or a third party on computer hardware and software (e.g. hacking), defective construction and assembly work which was not carried out by the Seller, as well as than for other reasons which are not attributable to him. The Seller is also not liable for indirect damage (e.g. interventions by the police, firefighters and alarm services; the security measure to be taken by the Customer, in particular in the event of partial or total of the installation, also following maintenance work; direct or indirect consequences of false alarms; false triggering of extinguishing installations; reimbursement of costs due to additional expenses of the Customer or third parties; of the functions of the installation following construction modifications; faulty or absent alarm transmission following disruption of the alarm transmission device or the alarm transmission path following construction modifications, modifications of the telecommunications infrastructure or the telecommunications operator or following the change of the latter).
Any warranty is void in the event that the Customer or a third party carries out interventions, modifications, repairs or other maintenance work on the products delivered without the written consent of the Seller, or if the Customer does not immediately take measures necessary to avoid worsening of the damage.
In the event of a material defect, the Seller replaces the product to the extent that its suppliers are required to do so. The Customer’s warranty rights for reported defects expire after one year from the discovery of these defects. Any other legal or material guarantee, particularly in terms of damages, is excluded to the extent permitted by law.
Responsibility
The Seller is only liable for claims for damages attributable to willful misconduct or gross negligence. Any other contractual or extra-contractual liability, and in particular in the event of direct or indirect damage due to a defect, is therefore excluded. In particular, liability is not incurred for damage resulting from criminal acts committed by third parties (e.g. theft, burglary) against persons, property or assets of the Customer or third parties. Claims for compensation for consequential damage (e.g. in the event of non-functioning of the installation, break-in, costs of the police, fire brigade or surveillance service and other possible costs relating thereto). Binding legal provisions relating to liability for intentional misconduct or gross negligence, which contravene a limitation of liability, remain reserved.
The Seller is not responsible for the work of the vicarious agents, to the extent that the work is not linked to the agreed services or is directly ordered by the Customer or by third parties.
Liability for culpable harm to life, physical integrity or health is not affected; this also applies to mandatory liability under the Product Liability Act.
Revocation
The Seller reserves the right to terminate a concluded contract in the event of the Customer’s insolvency.
Order changes
In the event of changes made by the Customer to current orders, the Seller reserves the right to invoice the Customer for administrative costs as well as work already carried out and special items already manufactured.
Planning work
All work beyond the purely conceptual framework of the work, such as drawing up plans, clarifying details, etc., is invoiced based on effort, in accordance with the prices in force for the Seller’s services (see the hourly or on-site rates above).
Maintaining secrecy
The Seller undertakes to process all documents and information received from the Customer in connection with the works and services, including all copies or records made, as well as documents and information prepared for the Customer, at any time, even after the end of works and services, as its own company secrets and not to make them accessible to third parties – with the exception of subcontractors – whether in their entirety or in the form of extracts. This obligation does not apply to documents and information which can be proven to have entered the public domain without breach of the obligation to maintain secrecy or to have been legally obtained from third parties without any obligation to maintain secrecy. .
The Seller is authorized to transmit documents and information to subcontractors if necessary, provided that these have been previously engaged in writing in accordance with the provisions above.
The Customer is required to treat as confidential all documents transmitted by the Seller and bearing a notice such as “confidential”, “confidential” or similar, in accordance with the provisions above, and not to make them accessible to third parties.
Data management
The Seller complies with the legal provisions of the Federal Data Protection Act (LPD), the Ordinance on the Federal Data Protection Act (OLPD), the Telecommunications Act (LTC) as well as other provisions relating to data protection, for example the General Data Protection Regulation of the European Union.
Property law and intangible property law
The right of ownership and the right of intangible property to all drawings, projects, plans, technical documents, wiring diagrams, offers and the like remain the property of 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 – other than for their intended purpose. The Customer is not authorized to modify in any form whatsoever the labelling, brands and indications of ownership of the Seller. The intellectual property and the right of further use remain the property of the Seller or its licensors, even if the Customer subsequently makes changes to the product.
Any extension or modification of the products by the Customer requires the written consent of the Seller.
Others
The fact that certain provisions of the contract with the Customer or of these General Terms and Conditions are or become entirely or partially obsolete does not affect the validity of the other provisions. The totally or partially obsolete provision must be replaced by a legal provision coming as close as possible to the initial objective of the obsolete provision.
Jurisdiction and applicable law
All disputes relating to the contractual agreement between the Customer and the Seller are subject to the jurisdiction of the ordinary courts of the Seller’s headquarters.
The applicable law is Swiss law (excluding the “Vienna Convention” United Nations Convention of April 11, 1980 on contracts for the international sale of goods.
Validity and modifications
These General Terms and Conditions are valid from 10/04/2024. They may be modified at any time by the Seller. The applicable version is that in force at the time of the determining legal act.