GTC

imperia systems ag

1. GENERAL PROVISIONS

1.1 The General Terms and Conditions are an integral part of the contract and apply if the parties accept them expressly or tacitly. Amendments are only effective if imperia systems ag confirms them in writing. Any terms and conditions of the customer that deviate from these General Terms and Conditions are only valid if they have been expressly accepted in writing by imperia systems ag.

1.2 Should any provision of these General Terms and Conditions prove to be wholly or partially invalid, this shall not affect the other provisions. In this case, the contracting parties shall replace the invalid provision with a new agreement that comes as close as possible to its legal and economic purpose.

2. CONCLUSION OF CONTRACT

2.1 The contract is concluded upon receipt of the written order confirmation from imperia systems ag.

2.2 Obvious, significant errors in offers or in the order confirmation, typing and calculation errors, do not entitle or oblige either the buyer or imperia systems ag. The contract is only concluded as it would have been without these errors or mistakes. 

3. SCOPE OF SERVICES / EXECUTION

The order confirmation or, if this does not contain a corresponding description, the offer from imperia systems ag shall be decisive for the scope and execution of the products and services. Services that are not expressly guaranteed therein, namely documentation, programming, customising, installation, commissioning, training and application support, are not included in the scope of services. Services not listed therein will be charged to the customer separately. Unless otherwise specified in writing, offers are valid for 3 months from the date of the offer.

4. TECHNICAL DOCUMENTATION

4.1 The technical solution for providing the contractually agreed service may be changed by imperia systems ag at any time, provided that this appears necessary and the technical solution has not been expressly designated as binding in the contract.

4.2 imperia systems ag reserves all rights to plans and technical documents that it hands over to the contracting party. The customer undertakes to use all information, technical documents, documentation and commercial details that become known to them in connection with the provision of a service by imperia systems ag only for the agreed use and to make them available to third parties only to the extent that this is essential for the agreed use. 

5. PRICES

5.1 Unless otherwise agreed, all prices are net, ex works, excluding packaging, in Swiss francs, without any deductions.

5.2 All ancillary costs, such as freight, insurance, bank guarantees, export, transit, import and other permits, as well as certifications, shall be borne by the customer. The customer shall also bear all types of taxes, duties, fees, customs duties and the like, as well as the associated administrative costs incurred in connection with the contract or its fulfilment. Insofar as such costs, taxes, etc. are levied on imperia systems ag or its auxiliary persons, these shall be reimbursed by the customer upon presentation of the relevant documents.

5.3 imperia systems ag reserves the right to adjust prices after conclusion of the contract
- if wage rates or material prices change between the time of the offer and the contractual performance. Or
- if additional expenses arise as a result of additions or changes that occur after the conclusion of the contract and for which imperia systems ag is not responsible. Or
- if the material or execution undergoes changes because the documents supplied by the customer did not correspond to the actual circumstances or were incomplete. Or
- if laws, regulations, interpretation or application principles have undergone a change.

6. TERMS OF PAYMENT

6.1 Payments shall be made by the customer in accordance with the agreed terms of payment at the domicile of imperia systems ag without deduction of discounts, expenses, taxes, duties, fees, customs duties and the like. The payment obligation shall be deemed to have been fulfilled once Swiss francs have been made freely available to imperia systems ag at its domicile.

6.2 The payment dates shall also be adhered to if transport, delivery, assembly, commissioning or acceptance of the deliveries or services are delayed or rendered impossible for reasons for which imperia systems ag is not responsible, or if insignificant parts are missing or reworking proves necessary which does not render the use of the deliveries impossible. 

6.3 If the down payment or the securities to be provided upon conclusion of the contract are not provided in accordance with the contract, imperia systems ag shall be entitled to adhere to the contract or to withdraw from the contract and, in both cases, to claim damages. If the customer is in arrears with a further payment for any reason, or if imperia systems ag has serious concerns that it will not receive the customer's payments in full or on time due to circumstances arising after the conclusion of the contract, imperia systems ag shall be entitled, without limitation of its statutory rights, to suspend further performance of the contract and to retain deliveries ready for dispatch; until new payment and delivery terms have been agreed and imperia systems ag has received sufficient security. If such an agreement cannot be reached within a reasonable period of time or if imperia systems ag does not receive sufficient security, it shall be entitled to withdraw from the contract and claim damages.

6.4 If the agreed payment deadlines are exceeded, default interest shall be payable at a rate of 5% per annum without the need for a specific reminder, subject to the assertion of further claims. The obligation to make payment in accordance with the contract shall remain in force.

7. PERFORMANCE / BENEFIT AND RISK

7.1 EXW CH-Schöftland (Incoterms 2000) applies.

7.2 If the dispatch or collection of the service provided by imperia systems ag is delayed at the customer's request or for other reasons for which imperia systems ag is not responsible, the risk shall pass to the customer at the time originally scheduled for delivery ex works. From this point onwards, deliveries shall be stored and insured at the customer's expense and risk.

7.3 imperia systems ag is entitled to make partial deliveries.

7.4 Compliance with imperia systems ag's obligation to perform is subject to the customer's fulfilment of their contractual obligations.

7.5 The performance period shall be extended appropriately:
- if imperia systems ag does not receive the information it requires for the performance of the contract in good time, or if the customer subsequently changes this information, thereby causing a delay in performance. Or
- if obstacles arise which imperia systems ag cannot avert despite exercising due care, regardless of whether they arise at its premises, at the customer's premises or at a third party's premises. Such obstacles include, in particular, epidemics, pandemics, mobilisation, war, civil war, acts of terrorism, riots, political unrest, revolutions, sabotage, hacker attacks, significant operational disruptions, accidents, labour disputes, delayed or faulty delivery of the necessary raw materials, semi-finished or finished products, scrapping of important workpieces, measures or omissions by authorities, state or supranational bodies, embargoes, unforeseeable transport obstacles, fire, explosion, natural disasters. Or
- if the customer or third parties are in arrears with the work to be carried out by them or are in default with the fulfilment of their contractual obligations, in particular if the customer does not comply with the terms of payment.

7.6 The customer cannot derive any rights or claims from the delay in performance, except for the following:
- The customer is entitled to claim a flat-rate compensation for late deliveries, provided that the delay can be proven to be the fault of imperia systems ag and the customer can prove that they have suffered damage as a result of this delay. If the customer is helped by a replacement delivery, the claim for compensation for delay shall lapse.
- The flat-rate compensation for delay shall amount to a maximum of 0.5% for each full week of delay, but not more than 5% in total, calculated on the contract price of the delayed part of the performance. The first two weeks of delay do not entitle the customer to compensation for delay. 
- Once the maximum flat-rate compensation for delay has been reached, the customer must set imperia systems ag a reasonable grace period in writing. If this grace period is not met for reasons for which imperia systems ag is responsible, the customer is entitled to refuse acceptance of the delayed part of the performance. If partial acceptance is economically unreasonable for the customer, they are entitled to withdraw from the contract and reclaim payments already made against return of deliveries already made.

8. ORDER CANCELLATION

In the event of order cancellation, imperia systems ag shall be held harmless. 

9. CUSTOMER'S DUTY TO PROVIDE INFORMATION 

The customer shall inform imperia systems ag in good time of any special technical requirements, as well as of any legal, official and other regulations at the destination, insofar as these are relevant to the fulfilment of the contract. 

10. PREPARATORY WORK AND WORKING CONDITIONS AT THE INSTALLATION SITE

The customer shall provide all facilities in good time and ensure the conditions necessary for the assembly, installation, commissioning and servicing of the delivery item and for the proper use of the product.

11. ACCEPTANCE AND DELIVERY

11.1 Unless a special acceptance procedure has been agreed in the contract, the customer shall inspect all products and services themselves prior to delivery. If the customer does not carry out acceptance, imperia systems ag shall sign its own acceptance report.

11.2 Products and services shall be deemed to have been accepted if no notice of defects is received within 60 days of delivery or within 60 days of the products being made available for delivery, whichever occurs first, or if the products and services are used commercially for more than twenty working days.

11.3 The customer must notify imperia systems ag of any defects in writing without delay. If the customer fails to do so, the deliveries and services shall be deemed to have been approved.

11.4 The customer may not refuse acceptance due to minor defects, in particular those that do not significantly impair the functionality of the deliveries or services. In the event of serious defects, the customer must give imperia systems ag the opportunity to remedy them within a reasonable period of time.

12. WARRANTY

12.1 The warranty period is 24 months or 4,000 operating hours, whichever occurs first. Wear parts are excluded from this warranty. The warranty period begins upon acceptance, 30 days after delivery or 60 days after the goods are made available for delivery, whichever occurs first. The warranty shall expire prematurely if the customer or third parties make changes or repairs or if, in the event of a defect, the customer does not immediately take all appropriate measures to mitigate the damage and give imperia systems ag the opportunity to remedy the defect.

12.2 Upon written request by the customer, imperia systems ag undertakes to repair or replace, at its discretion, as quickly as possible, all parts of the deliveries made by imperia systems ag that become defective or unusable by the end of the warranty period as a result of poor materials, faulty design or poor workmanship. Replaced parts shall become the property of imperia systems ag, unless it expressly waives this right. imperia systems ag shall bear the costs of rectification within the bounds of reasonableness, provided that they do not exceed the usual transport, personnel, travel and accommodation costs as well as the usual costs for the installation and removal of the defective parts. 

12.3 Only those characteristics that are expressly designated as such in the order confirmation or in the specifications are deemed to be warranted characteristics. The warranty shall remain valid until the expiry of the warranty period at the latest. If the warranted characteristics are not fulfilled or are only partially fulfilled, the customer shall initially be entitled to immediate rectification by imperia systems ag. To this end, the customer must grant imperia systems ag the necessary time and opportunity.

12.4 If this rectification is unsuccessful or only partially successful, the customer is entitled to the compensation agreed for this case or, if no such agreement has been made, to a reasonable reduction in price. If the defect is so serious that it cannot be remedied within a reasonable period of time and if the deliveries or services are not usable for the stated purpose or are only usable to a significantly reduced extent, the customer shall have the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable for the customer and the customer notifies this immediately, to withdraw from the contract. imperia systems ag can only be obliged to refund the amounts paid to it for the parts affected by the withdrawal.

12.5 The warranty and liability of imperia systems ag does not cover damage that cannot be proven to have been caused by poor materials, faulty design or defective workmanship, e.g. as a result of natural wear and tear, defective maintenance, disregard of operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by imperia systems ag, as well as other reasons for which imperia systems ag is not responsible.

12.6 imperia systems ag shall only assume warranty liability for services and components provided by subcontractors within the scope of the warranty obligations of the subcontractor concerned.

12.7 The customer has no rights or claims other than those mentioned above due to defects in material, design or workmanship or due to the absence of warranted characteristics.

12.8 If the customer has reported a defect and no defect for which imperia systems ag is responsible can be found, the customer owes imperia systems ag the remuneration for the work as well as compensation for further expenses and costs.

13. RETENTION OF TITLE

13.1 The delivery item remains the property of imperia systems ag until full payment has been made.

13.2 The customer is obliged to cooperate in any measures necessary to protect the property of imperia systems ag; in particular, by concluding the contract, the customer authorises imperia systems ag to enter or register the retention of title in public registers, books or similar in accordance with the relevant national laws at the customer's expense and to complete all related formalities.

13.3 The customer shall maintain the delivered items at their own expense for the duration of the retention of title and insure them in favour of imperia systems ag against theft, breakage, fire, water and other risks. They shall also take all measures to ensure that imperia systems ag's claim to ownership is neither impaired nor revoked.

14. SAMPLE PARTS

Any sample material required for the design, adaptation and commissioning of the delivery item or product, as well as existing standard specifications, must be made available to imperia systems ag free of charge and carriage paid. If this material is no longer required, it will be returned to the customer at the customer's expense.

15. EXPORT CONTROL

The customer acknowledges that deliveries may be subject to Swiss and/or foreign legal provisions and regulations on export control and may not be sold, rented or otherwise transferred or used for any purpose other than that agreed without an export or re-export licence from the competent authority. The customer undertakes to comply with such provisions and regulations. They acknowledge that these may change and are applicable to the contract in their currently valid wording.

16. DATA PROTECTION

Please refer to the data protection declaration of imperia systems ag.

17. JURISDICTION AND APPLICABLE LAW

17.1 The legal relationship is subject to Swiss substantive law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.

17.2 The place of jurisdiction for disputes arising from the legal relationship is the registered office of imperia systems ag.

imperia systems ag will always endeavour to resolve any differences with customers and suppliers amicably and by mutual agreement.

Schöftland, September 1, 2025

These General Terms and Conditions replace all previous General Terms and Conditions