Conditions générales de vente

General Terms and Conditions (GTC) of Zircon Swiss Inc. as of November 12, 2023

Extended GTC Content for Luxury Goods Sales

Contract Conclusion and Scope of Application

These GTC regulate all business relationships between the Seller and the Customer. The contract is considered bindingly concluded when the Seller confirms the order. The Seller reserves the right to reject orders at any time and without stating reasons. Any deviating agreements require written form and explicit confirmation by the Seller.

Prices, Payment Terms, and Default Interest

All prices include the statutory value-added tax. Payment is due immediately upon conclusion of the contract. The Seller accepts only certain payment methods to minimize payment risks. In the event of payment default, the Seller reserves the right to charge default interest at a rate of 12% per year. The Buyer is also obligated to bear all collection costs and fees for legal actions.

Retention of Title and Protection Against Resale

The goods remain the property of the Seller until full payment. During the retention of title period, the Customer is obligated to properly maintain and insure the goods. Pledging without the explicit written consent of the Seller is prohibited and leads to immediate legal actions as well as the demand for the full purchase price.

Delivery and Shipping, Default in Acceptance

Delivery is at the risk of the Customer and without liability for delivery delays. Shipping costs and all applicable customs duties or import fees are borne by the Customer. Delays not within the Seller's responsibility do not entitle to contract termination. In the event of default in acceptance by the Customer, the Seller reserves the right to terminate the contract and demand damages in the full amount of the purchase price.

Liability and Exclusion of Liability

The Seller is liable exclusively for intent or gross negligence. Liability for slight negligence or for indirect damages, such as lost profit or data loss, is excluded to the extent legally permissible. The Seller is also not liable for damages resulting from improper use, transport, storage, or unauthorized repairs by the Customer, unless this violates mandatory consumer protection law.

Warranty, Guarantee, and Exclusion of Certain Claims

The Seller warrants only the legally prescribed standards. Additional warranties or product exchanges are excluded unless confirmed in writing. Warranty claims must be asserted within 6 months. The Seller assumes no liability for damages due to natural wear or improper use.

Right of Return, Exchange, and Restocking Fees

A right of return is granted only for proven production defects. For returns due to goodwill, the Seller may charge a restocking fee of 15% of the purchase price. Returns for other reasons are excluded, as these are individual luxury products.

Confidentiality and Protection of Personal Data

The Seller commits to strict compliance with data protection laws. Customer data is treated confidentially and processed only to the necessary extent for contract fulfillment or compliance with legal requirements. Disclosure to third parties occurs only when legally necessary. The Customer has the right to request the deletion of their data at any time, provided no legal retention obligations exist.

Brand and Protection Rights

The name and logo of the Seller are protected by trademark law. The Seller reserves the right to initiate immediate legal actions in case of unauthorized use of its brand, designs, or logos. All copyrights to product designs and exclusive materials remain the property of the Seller and may not be used without explicit permission.

Extended Data Protection and Credit Check

The Customer agrees to the storage, use, and processing of their personal data for contract fulfillment. The Seller reserves the right to conduct credit checks through third parties and to forward customer data to selected partners in the context of the credit check.

Severability Clause and Jurisdiction

If a provision of these GTC is or becomes invalid, the validity of the remaining provisions remains unaffected. The place of jurisdiction is at the Seller's registered office. All disputes arising in connection with these GTC will be heard exclusively before the competent court at the Seller's registered office. Expiration of Claims and Exclusion of Retention Rights Claims of the Customer expire if not asserted within 12 months after delivery of the goods. A retention right of the Customer is excluded to the extent legally permissible.

Contract Penalty for Non-Compliance with Contract Terms

The Seller reserves the right to impose a contract penalty for violations of essential contract terms by the Customer. This penalty is set at up to 10% of the original purchase price and can be demanded after reminder. The contract penalty serves as lump-sum compensation for damages and does not exclude further claims if a higher damage is proven.

Statute of Limitations and Exclusion of Liability for Third-Party Providers

All claims of the Customer against the Seller expire after 24 months from the time of delivery, to the extent legally permissible. The Seller assumes no liability for services and products of third-party providers that are connected to the sold products, such as external repair service providers or warranty providers.

Obligation to Accept and Compensation for Non-Acceptance

The Customer commits to accepting the ordered goods. In case of non-acceptance, the Seller reserves the right to demand compensation in the amount of 25% of the purchase price. If the Seller can prove that a higher damage has occurred, it reserves the right to assert it.

Protection Against Disclosure and Reproduction of Business Secrets

All product details, prices, and operational information of the Seller made available to the Customer must be treated strictly confidentially. The Customer commits not to disclose this information to third parties or reproduce it in any form. Violations of this clause lead to immediate legal actions and compensation claims.

Conditions for Personalized Products and Custom Orders

For personalized products and custom orders, there is no right of revocation or return. The Customer commits to full payment of the purchase price upon order placement. Changes or cancellations after production start are excluded and lead to full payment obligations.

Cancellation Conditions and Cancellation Fees

Every cancellation of an order is subject to the written consent of the Seller. If a cancellation is accepted out of goodwill, the Seller reserves the right to charge a cancellation fee of 30% of the purchase price. For higher-value orders, especially custom orders, this fee can be increased at the Seller's discretion.

Exclusion of Liability for Indirect Damages and Force Majeure

The Seller is not liable for indirect damages, such as lost profits, downtime, or data loss, arising to the Customer in connection with the products or the contract, to the extent legally permissible. In the event of force majeure events, such as natural disasters, pandemics, strikes, or official orders, the Seller reserves the right to postpone deliveries or terminate the contract without liability and informs the Customer immediately.

Usage Restrictions and Loss of Warranty Due to External Interference

Products of the Seller may only be used in accordance with the manufacturer's instructions. Any changes or repairs by the Customer or unauthorized third parties lead to the loss of all warranty claims. The Seller reserves the right to pursue such cases legally and demand compensation.

Monitoring and Analysis of Customer Behavior for Fraud Prevention

The Seller reserves the right to analyze the purchasing behavior of customers to identify and prevent fraudulent activities. If the Customer's behavior is classified as suspicious, the Seller reserves the right to reject future orders and store the data to protect its interests.

Obligation to Check Product Quality and Safety

The Customer is obligated to check the products immediately upon receipt for any defects and to notify any complaints in writing within 48 hours. If the Customer fails to perform this check, the products are considered delivered defect-free.

Handling Complaints and Escalation Processes

The Customer commits to first directing any complaints in writing to the Seller before taking other legal steps. The Seller will process complaints within 14 days. If escalation processes are necessary, the Seller reserves the right to charge fees for the administration and processing of these processes.

Cost Regulation for Dunning Procedures and Legal Disputes

If a dunning procedure or legal dispute arises, the Customer bears all costs, including attorney and court costs. This cost regulation applies regardless of the outcome of the procedure. The Seller reserves the right to sanction payment delays through appropriate measures.

Expiration and Replacement Obligation for Returns Without Agreement

Returns that occur without prior agreement and approval of the Seller will not be accepted and may be disposed of or returned at the Seller's discretion. The Customer bears the costs for renewed delivery and a processing fee of 10% of the goods value.

Maximum Limit for Compensation and Limitation of Liability

Compensation claims against the Seller are in any case limited to the value of the affected goods. Any liability beyond that is excluded, except in cases of intentional misconduct by the Seller.

Creditworthiness and Payment Monitoring for New Customers

The Seller reserves the right to conduct a credit check for new customers and accept orders only against advance payment. In case of payment default by new customers, the creditworthiness can be checked, and the customer can be excluded from future purchases.

Swiss Law and International Validity

For all contracts, Swiss law applies. The place of jurisdiction is the Seller's registered office. These GTC are to be understood and interpreted exclusively according to Swiss law, and the application of international conventions is explicitly excluded.

Completeness and Recognition of the GTC by the Customer

By purchasing, the Customer recognizes these GTC as binding. The Seller reserves the right to immediately terminate the contract and demand compensation if the Customer acts contrary to the GTC. Changes or additions to these GTC require the written consent of both parties.

Information Obligation and Updating of Customer Data

The Customer commits to providing the Seller with all information necessary for contract processing completely and truthfully. Changes, especially in address and payment data, must be notified to the Seller immediately. If the Customer fails to fulfill this obligation, they are liable for all resulting damages and additional costs.

Consent to Electronic Communication

The Customer agrees that all contract-related information and documents, including the invoice and other relevant notifications, are transmitted electronically. The Seller is not obligated to provide the information in any other way.

Sanctions for Violation of Usage Terms

If the Customer violates the usage terms of the products, as specified in the product information or the user manual, the Seller reserves the right to demand compensation. The Customer agrees that violations can lead to the blocking of future orders and legal actions.

Prohibition of Commercial Resale

The products offered by the Seller are exclusively for the personal use of the Customer. Commercial resale is strictly prohibited and leads to immediate legal measures as well as the blocking of all further orders. The Seller reserves the right to demand full compensation.

Non-Transferability of the Right to Future Discounts and Bonuses

The Customer has no claim to future discounts or bonuses. Discounts and special offers are offered on a voluntary basis and do not establish a legal claim to repeated application or future validity.

Exclusion of the Application of the UN Sales Convention

For these GTC and all contractual relationships between the Seller and the Customer, Swiss law applies exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent this does not violate mandatory consumer protection law.

Exclusion of Self-Help by the Customer

The Customer expressly waives the right to enforce rights or claims unilaterally. Self-help, such as withholding payments or chargebacks, is excluded and leads to immediate legal actions on the part of the Seller.

Regulations for Digital Products and Online Platforms

a) The Seller offers certain digital products or services via online platforms. These products are subject to the same GTC regulations as physical goods, unless otherwise agreed.

b) The contract partner commits to not passing on access data and usage licenses or transferring them to third parties.

c) Unauthorized use, duplication, or distribution of digital products is considered a breach of contract and incurs a contract penalty according to Clause 7.

Data Protection and Data Processing

a) The Seller commits to compliance with applicable data protection laws, including the GDPR and the Swiss DSG.

b) The processing of personal data occurs exclusively within the framework of the business relationship and for the purpose of contract processing.

c) Disclosure of personal data to third parties occurs only if required for contract fulfillment or if there is a legal obligation.

Regulations for International Business Partners and Suppliers

a) Business partners outside Switzerland commit to compliance with local laws and international trade regulations.

b) If international deliveries incur import duties or additional taxes, the contract partner bears these costs in full.

c) In the event of violations of export control regulations, the contract partner is liable without limitation and indemnifies the Seller from all claims.

Complaints and Returns

a) Complaints must be made in writing and with attachment of image material or documentation within 5 days after receipt of the goods.

b) In the case of justified complaints, rectification, replacement delivery, or refund will be provided at the Seller's choice.

c) A return is only permissible for defective goods; other returns will not be accepted.

Special Regulations for B2B Sales

a) Contract partners in B2B business are not entitled to assert consumer protection rights.

b) Delivery is “ex works” (from the factory), unless otherwise agreed.

c) The transport risk passes to the buyer upon handover to the carrier.

Obligations of the Contract Partner to Protect the Brand

a) The contract partner may use the Seller's brands and logos only with written approval.

b) Any unauthorized use or manipulation of the brands is treated as a breach of contract.

c) Violations of this regulation incur a contract penalty of at least CHF 250,000.

Measures Against Gray Market and Parallel Imports

a) The resale of products in unauthorized markets is prohibited.

b) The Seller reserves the right to impose a contract penalty according to Clause 7 in case of detected violations.

c) Parallel imports that contradict the official distribution channels lead to legal actions.

Control and Audit Rights of the Seller

a) The Seller is entitled to conduct audits at contract partners at regular intervals.

b) The contract partners commit to granting the Seller insight into business processes to the extent necessary for contract fulfillment.

c) If violations are detected, the Seller is entitled to terminate the contract without notice.

Sanctions for Contract Violations

a) Contract violations lead to an immediate review by the Seller.

b) In addition to asserting a contract penalty, the Seller can assert further compensation claims.

c) Repeated violations entitle the Seller to permanent blocking of the business relationship.

\section*{Extended Regulations for Distribution and Business Partners}

Advertising and Marketing Specifications for Contract Partners

a) Distribution partners may advertise products only with official advertising materials of the Seller.

b) Independent advertising actions must be approved in writing in advance.

c) Violations of these specifications can lead to immediate contract termination.

Quality and Service Specifications for Distribution Partners

a) All contract partners must ensure that their services meet the Seller's quality standards.

b) Complaints about poor service quality will be investigated and can lead to sanctions.

c) Partners who repeatedly stand out negatively can be excluded from collaboration.

Prohibition of Dumping Prices and Unfair Competition

a) Price undercutting that distorts the market is prohibited.

b) In case of violations, the Seller can terminate the collaboration and demand compensation.

\section*{Special Contract Clauses for Dealers and Suppliers}

Warranty and Guarantee Regulations for Dealers

a) Dealers must provide their customers with a warranty of at least 12 months.

b) Unauthorized restrictions on the warranty by dealers are not permitted.

c) Dealers are liable themselves for incorrect advice to end customers.

Product Registration and Serial Number Obligation

a) Each product is provided with a unique serial number.

b) Dealers must ensure that registration is carried out correctly.

Delivery Times and Contract Penalties for Delayed Deliveries

a) Suppliers must adhere to agreed delivery times.

b) For delays, a contract penalty of CHF 10,000 per day is due.

\section*{Special Contract Clauses for Exclusive Partners and Licensees}

License Granting and Restrictions

a) Exclusive partners receive distribution licenses only for certain regions.

b) Unauthorized transfer of license rights leads to immediate contract termination.

Specifications for Brand Representation in License Businesses

a) License partners must maintain the brand identity and may not make changes to the products.

b) All marketing materials must be approved by the Seller before publication.

\section*{Additional Protective Measures and Liability Exclusions}

Protection Against Cyber Attacks and Data Misuse

a) The Seller is not liable for damages caused by cyber attacks on its IT infrastructure.

b) Contract partners are obligated to protect their own systems against cyber attacks.

Force Majeure and Unforeseeable Events

a) The Seller is not liable for delivery delays or contract violations caused by force majeure.

b) Force majeure includes in particular natural disasters, pandemics, political crises, and embargoes.

Extended Exclusion of Liability for External Influences

a) The Seller assumes no liability for damages or losses caused by external events, including:

i) Legal or regulatory restrictions affecting the sale or delivery.

ii) Changes in the economic situation or currency fluctuations.

iii) Strikes, unrest, or political instability in the contract partner's country.

iv) Technical problems with logistics or IT service providers.

b) Liability of the Seller is excluded in these cases, even if the consequences mean economic disadvantages for the contract partner.

Special Provisions for Payment Providers and Banks

a) For payments via third-party providers (e.g. credit card providers, PayPal, cryptocurrencies), the Seller is not liable for delays or faulty transactions.

b) All bank fees or conversion fees in international payment traffic are borne by the contract partner.

c) If a payment provider withholds or reverses a payment, the contract partner remains obligated to full payment.

Security Precautions for Payment and Financial Transactions

a) The contract partner commits to taking all necessary security precautions during purchase to avoid payment fraud.

b) The Seller is entitled to conduct additional security checks before delivery.

c) If there is suspicion of fraud, the transaction will be canceled without further inquiry.

Sanctions for Unauthorized Price Changes by Distribution Partners

a) Contract partners are obligated to adhere to the officially set sales prices.

b) Any unauthorized price reduction or discount action without written consent of the Seller is prohibited.

c) In case of violations, a contract penalty of CHF 10,000 per violation is imposed.

Special Provisions for Sales in High-Risk Areas

a) Sales in countries with high economic or political risk require separate approval.

b) If a distribution partner becomes active in such regions without prior consultation, the Seller is entitled to terminate the contract immediately.

c) All costs arising from unauthorized exports are borne by the contract partner.

Prohibition of the Use of Unauthorized Subcontractors

a) Contract partners may not use subcontractors or third-party providers to perform contractually agreed services without the Seller's consent.

b) If a contract partner violates this rule, they are liable for all damages caused by the unauthorized subcontractor.

c) The Seller can impose a contract penalty of up to CHF 100,000 in case of non-compliance.

Exclusive Purchasing and Sourcing Rights

a) 121.1 The contract partner commits to sourcing the products exclusively from the Seller or its authorized distributors.

b) 121.2 Any direct sourcing from other sources or competing manufacturers is prohibited.

c) 121.3 Violations of this clause lead to immediate contract termination as well as a penalty of CHF 250,000.

Regulation for Insolvency or Economic Difficulties of the Contract Partner

a) If the contract partner encounters financial difficulties or files for insolvency, the Seller is entitled to:

i) Make outstanding claims immediately due.

ii) Demand return of delivered but not yet paid goods.

iii) Terminate the contract without notice.

b) The contract partner must immediately inform the Seller about payment difficulties.

Protection Against Trademark Infringements by Third Parties

a) The Seller reserves the right to initiate immediate legal actions against trademark infringements by contract partners or third parties.

b) Every contract partner is obligated to report trademark piracy or counterfeits immediately.

c) Non-reporting leads to liability of the contract partner for possible damages.

Data Protection and IT Security for Business Partners

a) Contract partners must ensure that customer data is treated confidentially and not disclosed to unauthorized third parties.

b) The Seller can conduct an on-site review in case of suspicion of data protection violations.

c) Every violation of data protection requirements leads to an immediate contract penalty of CHF 200,000.

Specifications for Storage and Handling of Goods by Contract Partners

a) All dealers and resellers are obligated to store the products under optimal conditions.

b) Damages due to improper storage lead to the loss of warranty claims.

c) In particular, sensitive materials must be protected from moisture, extreme heat, or direct sunlight.

Prohibition of Rebranding and Repackaging of Products

a) Contract partners may not provide products with their own logos or packaging without the Seller's prior approval.

b) Any change to the packaging without consent leads to an immediate contract penalty of CHF 150,000.

Obligation to Forward Information in Case of Security Issues

a) Contract partners must immediately inform the Seller if security defects or errors in the products are detected.

b) A delay or intentional concealment of such information leads to liability for all consequential damages.

Control of Sustainability and Ethical Standards

a) Contract partners must ensure that their supply chains do not involve violations of environmental standards or human rights.

b) The Seller reserves the right to conduct spot checks.

c) Violations of sustainability standards lead to immediate contract termination.

Restrictions for Parallel Imports and Unauthorized Dealers

a) It is prohibited for contract partners to source or resell the Seller's products via parallel imports or unauthorized channels.

b) Any distribution via unofficial markets or platforms without approval leads to an immediate contract penalty of CHF 250,000 as well as compensation claims.

c) The Seller can immediately stop any delivery to dealers involved in parallel trade and demand return of already delivered goods.

Regulation for the Use of Images, Product Descriptions, and Marketing Materials

a) 130.1 All images, texts, and advertising materials provided by the Seller remain its property and may only be used within the framework of the partnership.

b) 130.2 Unauthorized editing or use of these materials for non-approved purposes is prohibited.

c) 130.3 Violations lead to a contract penalty of CHF 75,000 per violation.

Obligation to Properly Declare Product Components and Origin

a) Contract partners must adopt the correct product specifications and origin information in any advertising or forwarding of the products.

b) False or misleading declarations lead to immediate contract termination and a contract penalty of CHF 100,000.

c) The Seller can demand compensation for possible regulatory penalties or reputational damages in case of violations.

Responsibility for Compliance with Local Regulations and Import Provisions

a) The contract partner bears sole responsibility for compliance with all national and international import or export regulations.

b) All additional duties, taxes, or fees in the respective destination country are borne by the contract partner.

c) If a delivery is stopped due to missing import permits or regulatory violations, the contract partner remains liable for payment.

Obligation to Report Warranty Claims by Third Parties

a) If a contract partner is notified by customers or authorities of possible defects or flaws, they must immediately inform the Seller.

b) A delayed or omitted notification relieves the Seller of any liability.

Regulation for Warranty Extensions and Extended Service Services

a) Any services beyond the standard warranty must be approved in writing by the Seller.

b) Contract partners may not make independent warranty promises without the Seller's consent.

Protection Mechanisms Against Exchange Rate Losses and Price Volatility

a) The Seller reserves the right to adjust prices in case of significant exchange rate fluctuations or unexpected market changes.

b) In such a case, there is no claim to maintaining previously agreed conditions.

Liability Exclusion for Compatibility with Third-Party Products

a) The Seller assumes no responsibility for the compatibility of its products with accessories or components from third-party providers.

b) Any use of foreign products occurs at the risk of the contract partner or end customer.

Protection Against Reputational Damages by the Contract Partner

a) Contract partners may not disseminate business-damaging statements about the Seller, its products, or its business practices.

b) Negative reporting, fake reviews, or public defamation incur a contract penalty of CHF 200,000 per case.

Control Over Discount and Advertising Actions by Resellers

a) Any discount or promotion actions must be approved in advance by the Seller.

b) Non-approved price reductions or advertising campaigns can lead to immediate contract termination.

Security Precautions for Transport and Delivery

a) The contract partner bears the responsibility for ensuring that goods are transported securely and delivered in impeccable condition.

b) Damages due to insufficient packaging or improper handling are borne by the contract partner.

Protection Against Unauthorized Software or Firmware Changes

a) Contract partners may not make independent changes to the software or firmware of the products.

b) Any manipulations or unauthorized modifications lead to a contract penalty of CHF 100,000 per affected device.

Control Over Resale to Third-Party Providers

a) Contract partners may not resell products to third-party providers or distributors not authorized by the Seller.

b) Violations lead to a contract penalty of CHF 150,000 per case.

Protection Against Subsequent Contract Changes by the Contract Partner

a) Subsequent changes or additions to contractual agreements are only valid with the written consent of the Seller.

b) Any attempt to enforce unilateral changes leads to an immediate contract penalty of CHF 50,000.

Protection Against False or Incomplete Customs Declarations

a) The contract partner is obligated to make all customs declarations correctly and completely.

b) Faulty declarations or insufficient information lead to liability for all arising costs and penalties.

Protection Against Unauthorized Returns and Revocations

a) Contract partners may not accept returns outside the agreed conditions or independently issue credits.

b) Violations incur a contract penalty of CHF 75,000.

Obligation to Securely Store Sensitive Data

a) All electronic or written data of the Seller must be securely stored and protected from unauthorized access.

b) A data leak or insufficient security measures lead to liability for all resulting damages.

Prohibition of Using Business Secrets for Own Products

a) Contract partners may not use any technical information obtained through the business relationship for their own products or business models.

b) Any violation of this rule incurs a contract penalty of CHF 500,000.

Obligation to Disclose Conflicts of Interest

a) Contract partners must immediately inform the Seller about potential conflicts of interest (e.g., business relationships with competitors).

b) A non-reported involvement in competing companies leads to immediate contract termination.

Regulation for Product Recall in Case of Security Defects

a) If the Seller orders a recall for a product, all contract partners are obligated to implement it.

b) Contract breaches or delays in recall measures lead to a contract penalty of CHF 250,000.

Regulation for Minimum Purchase and Contract Binding for Distribution Partners

a) Distribution partners are obligated to purchase a contractually specified minimum quantity of products per year.

b) Non-compliance with the minimum purchase leads to a contract penalty of CHF 50,000 as well as possible termination of the partnership.

Prohibition of Sales in Non-Approved Distribution Regions

a) Contract partners may sell products only in the markets and regions approved by the Seller.

b) Unauthorized distribution in other countries leads to an immediate contract penalty of CHF 250,000 and may lead to legal actions.

Exclusion of Assumption of Consequential Costs by the Seller

a) The Seller is not liable for indirect or consequential costs of the contract partner arising from the acquisition or sale of the products.

b) This includes in particular storage costs, market changes, or costs for unsold stocks.

Obligation to Forward Information to End Customers

a) Contract partners must ensure that all legal and safety-relevant information is forwarded to end customers.

b) Disregard of this duty leads to liability for all resulting damages.

Protection Against Manipulation of Price Setting by Contract Partners

a) Any agreements with third-party providers leading to artificial price changes are strictly prohibited.

b) Violations of this regulation lead to a contract penalty of CHF 150,000.

Regulation for Liquidation or Insolvency of a Contract Partner

a) In case of insolvency of the contract partner, the Seller is entitled to make outstanding claims immediately due.

b) The contract partner must immediately inform the Seller about planned liquidation or insolvency.

Obligation to Quality Control in Further Processing of Products

a) Contract partners who further process or modify the Seller's products must conduct regular quality controls.

b) The Seller can conduct unannounced audits to check compliance with quality standards.

Regulation for Work Use for Customized Products

a) Designs or products specially made for the contract partner may not be further used without the Seller's consent.

b) Violations lead to a contract penalty of CHF 100,000 per case.

Obligation to Report Sales Results

a) Contract partners must regularly submit reports on sales figures and market activities to the Seller.

b) Deliberate withholding or manipulation of sales data leads to immediate contract termination.

Limitation of Liability in Case of Force Majeure

a) The Seller is not liable for delivery delays or damages caused by unforeseeable events such as natural disasters or pandemics.

Prohibition of Using Contract Information for Competitive Purposes

a) Contract partners may not use confidential contract content to optimize their own business activities or for competitors.

b) Violations incur a contract penalty of CHF 500,000.

Security Guidelines for Storage and Handling of Products

a) Contract partners are obligated to store products under the conditions specified by the Seller.

b) Damages due to improper storage are fully borne by the contract partner.

Monitoring of Contract Compliance by External Auditors

a) The Seller can commission external auditors to check compliance with contractual obligations by contract partners.

Contract Termination in Case of Counterfeits or Imitations

a) If a contract partner sells imitations or counterfeit versions of the products, this leads to immediate contract termination and compensation claims.

Control Over Third-Party Providers Collaborating with the Contract Partner

a) Contract partners may not commission third companies or subcontractors without the Seller's prior approval.

Obligation to Sustainability and Ethical Business Practices

a) Contract partners must ensure that all production processes comply with ecological and ethical standards.

Prohibition of Selling Used or Damaged Products as New Goods

a) Contract partners may not sell damaged or returned goods as new goods.

b) A violation leads to a contract penalty of CHF 100,000.

Obligation to Identify the End Customer for Orders Above a Certain Size

a) From an order value of CHF 50,000, the contract partner is obligated to check and document the identity of the end customer.

Prohibition of Passing On Test Samples or Prototypes Without Approval

a) All test samples or prototypes provided to the contract partner remain the property of the Seller and may not be passed on to third parties.

Obligation to Return Unsold Goods Upon Contract End

a) Contract partners must return unsold stock upon the Seller's demand when the contract ends.

Strict Deadlines for Complaint Processing by Contract Partners

a) Complaints from customers must be forwarded to the Seller within 10 working days.

b) Delays lead to liability of the contract partner.

Prohibition of Poaching Seller's Employees

a) Contract partners may not poach or hire employees of the Seller.

b) Violations lead to a contract penalty of CHF 250,000 per incident.

Strict Sanctions for Patent and Design Infringements

a) Any violation of patents, registered designs, or protection rights of the Seller leads to an immediate contract penalty of up to CHF 50 million, depending on the extent of the violation.

b) Additionally, all affected products can be recalled and destroyed at the contract partner's expense.

c) The contract partner is liable for all attorney and court costs arising from the enforcement of patent protection.

Sales Prohibition for Imitated Products or Counterfeits

a) Contract partners may not offer imitations or imitated products similar to the Seller's protected designs or technologies.

b) For each proven violation, the contract penalty is at least CHF 500,000 per unit of the distributed plagiarism.

c) Additionally, all affected products can be recalled and destroyed at the contract partner's expense.

d) The contract partner is liable for all attorney and court costs arising from the enforcement of patent protection.

Obligation to Report Product Counterfeits

a) Contract partners are obligated to immediately report any discovery of plagiarisms or counterfeits to the Seller.

b) Omitted reports lead to joint responsibility and joint liability for the financial damage.

Protection of Copyrights to Digital Content and Advertising Materials

a) The contract partner may not use digital content, advertising texts, product descriptions, images, or videos of the Seller without explicit approval.

b) Unauthorized use leads to a contract penalty of up to CHF 2 million.

Obligation to Delete Data After Contract Termination

a) After termination of the contractual relationship, the contract partner must immediately delete or return all digital materials and documents of the Seller.

b) Further use after contract end is sanctioned with a contract penalty of CHF 1 million per use.

Strict Prohibition of Using the Brand Name Without Approval

a) Contract partners may not use the brand name, logo, or protected terms of the Seller independently.

b) A violation leads to a contract penalty of CHF 5 million as well as an immediate cease-and-desist action.

Penal Measures for Unauthorized Export to Prohibited Markets

a) The export of products to prohibited markets or countries without approval is strictly prohibited.

b) Each export violation leads to a contract penalty of CHF 10 million per delivery.

Consequences for Competition Violations and Industrial Espionage

a) Contract partners who disclose business secrets or engage in unfair competition will be imposed a contract penalty of up to CHF 50 million.

b) Additionally, all relevant authorities and competition overseers will be informed.

Obligation to Comply with EU Data Guidelines (GDPR, DSGVO)

a) Contract partners processing personal data of end customers must comply with the GDPR and all local data protection laws.

b) Violations of data protection provisions lead to liability for all fines and compensation claims.

Obligation to Proper Product Disposal

a) Contract partners must ensure that unsold or defective products are disposed of according to environmental requirements.

b) Illegal disposal or improper destruction can lead to a contract penalty of CHF 500,000.

Special Regulations for Online Marketplaces and E-Commerce

a) Contract partners may not sell products on Amazon, eBay, Alibaba, or other third-party platforms without prior written approval.

b) Violations lead to a contract penalty of CHF 250,000 per sold product.

Security Standards for Transport and Storage

a) Contract partners must ensure that the highest security standards are adhered to during transport and storage.

b) Damages due to improper handling lead to full liability of the contract partner.

Obligation to Provide Correct Origin Labels

a) The provision of false production or origin locations is prohibited and leads to a contract penalty of CHF 1 million per violation.

No Parallel Product Developments Without Approval

a) Contract partners may not develop their own product lines based on the Seller's designs or technologies.

b) Violations lead to a contract penalty of CHF 5 million and immediate contract breach.

Regulation for Renaming or Rebranding of Products

a) Contract partners may not distribute the Seller's products under a different brand name.

b) A violation incurs a contract penalty of CHF 2 million.

Regulations for Test and Return Products

a) Products marked as test or return goods may not be sold as new goods.

b) Violations lead to a contract penalty of CHF 250,000.

Prohibition of Using Brand Keywords in Online Advertising

a) Contract partners may not use the Seller's brand names or protected terms for online advertising or SEO.

b) Each unauthorized use leads to a contract penalty of CHF 1 million per case.

Obligation to Confidentiality Regarding Sales and Prices

a) Contract partners may not disclose information about sales, discounts, or special conditions to third parties.

b) Contract penalties for violations amount to CHF 500,000 per disclosure.

Provisions for the Use of Packaging and Labels

a) Only approved packaging and labels may be used.

b) Any modification without consent leads to a contract penalty of CHF 750,000.

Strict Prohibition of Resale to Third-Party Providers or Dropshippers

a) Contract partners may not resell the products to unauthorized third-party providers or dropshipping dealers.

b) A violation incurs a contract penalty of CHF 5 million.

Obligation to Immediately Report Compliance Violations

a) All violations of legal or contractual requirements must be reported to the Seller within 24 hours.

b) Omitted reports lead to joint responsibility and contract penalty.

Consequences for Illegal Parallel Import

a) Contract partners may not import or export products via unauthorized routes.

b) Each case of parallel import leads to a contract penalty of CHF 1 million.

Liability for False Product Specifications in Sales Advertisements

a) Contract partners must ensure that all product descriptions are correct.

b) False specifications lead to a contract penalty of CHF 500,000.

Sanctions for Patent and Design Infringements, Product Piracy, and Imitations

Any unauthorized use, copy, or exploitation of the Seller's patents, designs, brands, business secrets, formulas, processes, or protected technologies is considered a serious violation of these GTC.

Contract penalties for such violations amount to up to CHF 50 million, depending on the extent of the violation and economic damage.

The Seller reserves the right to take civil and criminal measures against the contract partner or third parties involved in the production, distribution, or sale of imitated or infringing products.

Even in case of founded suspicion, the Seller is entitled to immediate cease-and-desist and compensation claims, interim injunctions, as well as the seizure of plagiarisms or counterfeits.

Extended Legal Protection and International Enforcement

The Seller can pursue violations of these GTC or other protection rights worldwide and sue.

The contract partner agrees that judicial judgments or decisions issued in the Seller's country are also enforceable in their own country, to the extent legally permissible.

The Seller has the unrestricted right to assign claims from these GTC to third parties or to enforce them worldwide through specialized law firms or investigation firms.

All costs for legal measures to enforce the contract terms, to protect intellectual property, or to punish contract breaches are borne in full by the contract partner.

Liability of the Contract Partner for Third Parties

The contract partner bears full responsibility for the behavior of its employees, subcontractors, suppliers, and distribution partners in connection with the obligations regulated in these GTC.

If third parties violate these GTC on behalf of or with the knowledge of the contract partner, the contract partner is treated as if they had committed the violation themselves.

The contract partner is obligated to indemnify the Seller in full from any claims or damages caused by third parties.

Ultimate Enforcement of Contract Penalties and Compensation Claims

Every contract penalty or compensation claim arising from these GTC becomes due immediately upon the occurrence of the claim – a judicial proof of concrete damage is not required.

The Seller can enforce its claims without prior notice through immediate measures – including judicial steps, account seizures, product recalls, or disruptions to the contract partner's operations.

The contract partner irrevocably waives objections to the enforcement of specified contract penalties, sanctions, or compensation claims from these GTC.

Contract penalties and compensation claims accumulate cumulatively and are not mutually offsettable.

Priority and Extended Validity of the GTC

These General Terms and Conditions (GTC) apply without restriction and take precedence over all deviating conditions of a contract partner, even if not explicitly contradicted.

If a provision of these GTC is invalid, void, or unenforceable or becomes so, the validity of the remaining provisions remains unaffected.

Any invalid or unenforceable clause is replaced by a provision that comes closest to the economic purpose of the original regulation.

Any rules, clauses, or contractual obligations comparable to these GTC or applicable to similar facts apply automatically in favor of the Seller as valid, unless explicitly contradicted.

Final Provisions and Irrevocable Consent of the Contract Partner

The contract partner confirms by accepting these GTC that all contents of these conditions are known to them and that they have fully understood their scope.

They acknowledge that no further explanations or additional notes are necessary to establish the binding nature of these GTC.

With contract conclusion, the contract partner irrevocably accepts that all disputes, ambiguities, or discrepancies are always interpreted in favor of the Seller.

These GTC protect the maximum legal and economic interests of the Seller, and the contract partner acknowledges that any attempts to evade these obligations are considered a serious contract breach and punished with maximum sanctions.

The Seller has the right to update or adjust these GTC at any time, with the respective valid version automatically applying to all ongoing and future business relationships.

These GTC are legally binding and take effect immediately and irrevocably upon their acceptance in any manner related to the company and its products as well as any further connections.