I. SCOPE AND BASIS

A. Scope of the General Terms and Conditions

These “General Terms and Conditions” (hereinafter “GTC”) apply to all legal relationships (offers, contract negotiations, contracts) between URBA Türen und Tore GmbH (hereinafter “URBA”) and its customers concerning (i) the supply of products or works by URBA (hereinafter “Deliverables”) and (ii) the provision of related services by URBA (hereinafter “Services”). These GTC form an integral part of the legal relationships existing between URBA and the customer, and in particular of concluded contracts, unless explicitly agreed otherwise. Provisions deviating from these GTC shall only become legally binding if explicitly offered by URBA or explicitly and in writing accepted by URBA.

By ordering Deliverables or Services from URBA, the customer confirms, accepts, and agrees that the supply of Deliverables and the provision of Services are governed by these GTC. URBA reserves the right to amend these GTC at any time. Amendments shall apply from the date of their notification to the customer for all subsequent legal relationships between URBA and the customer.

The customer’s general terms and conditions and other contractual documents are explicitly waived and excluded. This also applies even if the customer’s general terms and conditions or other documents have been integrated into a customer order or “order confirmation” or otherwise communicated to URBA.

B. Offers and Conclusion of Contracts
All offers, price lists, descriptions of Deliverables and Services, brochures, plans, and similar documents from URBA are non-binding and may be changed or revoked at any time, unless explicitly stated otherwise in the respective document.

Insofar as URBA’s offers are non-binding, a contract with URBA is only concluded on the date of URBA’s approval. Approval is given by means of a written order or order confirmation, the signing of a written contract, or by URBA’s execution of the order. Customer orders and “order confirmations” are considered mere offers to conclude a contract.

URBA’s order or order confirmations contain a detailed description of the Deliverables and the agreed Services. Should no order or order confirmation be issued, the description results from URBA’s offer or from the written contract signed by URBA.

C. Form
Declarations in text form, which are transmitted or recorded by electronic media (e-mail, SMS, and similar), are considered written declarations of a party. The sender is responsible for proving that such declarations have been received by the recipient and retrieved by them. Such declarations are deemed to have been received at the time of retrieval by the recipient.

D. Description of Deliverables and Services, Brochures, Plans, and Similar Documents
All information contained in descriptions of Deliverables and Services, brochures, plans, and similar documents is subject to technical changes and improvements. In principle, the information only reflects the contractual characteristics of Deliverables and Services if explicitly stated as such. URBA is also not liable for damages caused by force majeure, in particular natural events, fire, strike, war, terrorist attacks, and official orders. Furthermore, URBA is not liable for damages resulting from improper, non-contractual, or unlawful use of its Deliverables or Services, or from insufficient cooperation by the customer.

F. Third-Party Products
When supplying products manufactured or delivered by third parties, URBA solely assumes the role of intermediary and/or procurement for the customer. The customer must assert any claims, e.g., from manufacturer warranties of the respective third party, directly against that third party. For this purpose, URBA also assigns to the customer any warranty claims and other claims that URBA may have against the respective third party, if the customer requests this. Any warranty and other liability of URBA for third-party products is excluded. This particularly includes liability for the potential removal and reinstallation of third-party products.

III. SERVICES

A. Subject Matter and Scope
The subject matter and scope of the Services are exhaustively listed in the respective contract.

B. Provision The customer must inspect the Services immediately after their provision and submit any complaints in writing within 10 days. If the customer fails to do so, the Services are deemed accepted.

C. Liability and Warranty for Outcome Responsibility Unless explicitly agreed otherwise, URBA is liable to the customer only for the diligent execution of the Services, and thus assumes no outcome responsibility for the Services. For further details on liability, reference is made to Section II.E. of these GTC. In the case of an explicitly agreed outcome responsibility on the part of URBA, Section II.D. of these GTC applies analogously.

D. Installation will be agreed upon with the customer in advance by phone or email. The offered installation price is based on a smooth installation process under the following conditions: truck access guaranteed, unobstructed access to the installation site, free crane, designated storage area for materials and installation equipment during construction, permanent marking of datum lines in each room. For frame installation, all slotting work must be completed, and the temperature must be at least 5° Celsius (48h); at lower temperatures, we decline all liability for damages. At the time of door installation, the necessary relative humidity must be ensured. Tubular core doors for rooms and basements comply with test class 1 according to EN 947. Relative humidity must be between (30% ± 5%) and (50% ± 5%). Drying equipment and regular ventilation after door installation are recommended. Damage to doors due to excessive humidity is hereby disclaimed. Ensuring appropriate humidity is the responsibility of the construction management or the customer. A single trip and installation are included. Obstructions caused by the client, such as due to omitted or insufficient cooperation by the customer or construction manager, entitle the provider to charge for additional expenses.

IV. PRICES, REMUNERATION, AND INVOICING
Prices and remuneration are based on URBA’s respective offers, price lists, etc.

Unless explicitly agreed otherwise, Services rendered by URBA are to be remunerated based on time and effort. Expenses and material costs will be invoiced additionally. Should the underlying situation significantly change during the term of the contract, or should additional Deliverables or Services be provided by URBA, URBA may adjust fixed remunerations.

All prices and remunerations are exclusive of VAT and net, ex works URBA, in Swiss Francs, unless otherwise agreed. VAT and other duties are borne by the customer.

Shipping costs, insurance, packaging, customs duties, and similar charges are borne by the customer. This also applies even if URBA performs warranty, repair, or maintenance work on Deliverables.

Invoicing is at URBA’s discretion, either in advance or after delivery of Deliverables or provision of Services. URBA may at any time demand that the invoice be paid before delivery or service provision, especially in case of negative credit information.

URBA invoices are to be paid no later than 30 days from the invoice date. Deductions from invoice amounts are not permitted, unless explicitly agreed otherwise. Offsetting with counterclaims is not permitted.

The due date is also the payment deadline. If invoices are not paid within the 30-day payment period, default interest of five percent (5%) is due from the due date, without the need for further notice of default. A flat-rate administrative fee of CHF 35.˗ will be charged for each reminder. Furthermore, in the event of the customer’s payment default, URBA is entitled to have collection handled by a third party at the customer’s expense. The right to claim further damages due to default remains reserved.

Any complaints regarding invoices must be submitted in writing within 10 days of receipt of the invoice; otherwise, invoices are deemed accepted. Payments must also be made on time if insignificant parts of a Deliverable are missing or rework is required, provided that the use of the Deliverable is not rendered impossible.

II. DELIVERABLES
A. Subject Matter and Scope
The subject matter and scope of the Deliverables are exhaustively listed in the respective contract.

B. Delivery
Unless otherwise agreed, all deliveries of Deliverables are made ex works URBA or a third-party manufacturer, and at the customer’s risk and expense.
By signing the delivery note, the customer confirms receipt of the type and quantity of goods listed on the delivery note.
The customer must inspect the Deliverables immediately upon receipt and submit any complaints in writing within one day of delivery. Transport damages must be claimed on the day of delivery. If the customer fails to do so, the Deliverables are deemed accepted.

C. Transfer of Risk and Retention of Title
The customer bears all risks of loss or damage to the Deliverables from the time of delivery.
Deliverables remain the property of URBA until payment is received. The customer is obliged to cooperate in measures to protect URBA’s property. The customer authorizes URBA to register its property in the corresponding retention of title register.

D. Warranty
URBA warrants to the customer that the Deliverables are free from substantial defects in workmanship or material at the time of delivery. Any further material warranty and any legal warranty are expressly excluded, subject to other explicit agreements.
Warranty claims must be asserted immediately after the appearance of defects. URBA may subsequently either inspect the affected Deliverable on site or demand that the Deliverable be returned to URBA. URBA will examine the warranty claim and inform the customer whether the asserted claim falls under the warranty or not.

If a warranty case exists, URBA will, at its own discretion, remedy any defects free of charge or replace the Deliverable. A right to withdraw from the contract (rescission), to reduce the price (reduction), or to substitute performance is excluded.

URBA assumes no warranty if the customer or third parties make changes or repairs to the affected Deliverable without URBA’s written consent or handle it improperly.

Unless explicitly regulated otherwise, warranty claims expire two years after the delivery of the respective Deliverable.

E. Liability and Exclusion of Liability
Liability is governed by the applicable legal provisions.
However, URBA is in no case liable for (i) slight negligence, (ii) indirect and consequential damages and loss of profit, (iii) unrealized savings, (iv) damages from delayed delivery or service, and (v) any acts and omissions of URBA’s auxiliary persons, whether contractual or non-contractual.

V. FURTHER PROVISIONS
A. Involvement of Third Parties
URBA is entitled to involve third parties for contract fulfillment.

B. Delivery Periods and Dates URBA always strives to adhere to agreed delivery periods and dates. However, URBA cannot guarantee compliance with delivery periods and dates. In particular, delays may occur due to the customer or third parties, such as delayed planning and/or static and/or other approvals, or delayed signing of schedule-relevant amendments, or changes to the subject matter or scope of the Deliverable or Service proposed by the customer, or, more generally, due to a lack of or insufficient preparation or support by the customer or third parties, or due to new findings, for which URBA is not liable.

C. Customer Obligations
The customer is obliged to correctly carry out all preparatory and support actions regarding the Deliverables and Services. In particular, the customer must provide the necessary information and resources for the Deliverables and Services in a timely manner and inform URBA in writing of any special official and other regulations and guidelines and peculiarities. The customer must also inform URBA in writing of any special functional-technical requirements that deviate from industry standards or recommendations provided by URBA. The customer must grant URBA the necessary access.

The customer is obliged to follow any instructions from URBA regarding the Deliverables and Services.

D. Ownership and Intellectual Property Rights
URBA or its potential licensors remain the owners of all rights to all Deliverables and Services, descriptions, brochures, plans, documents, and data carriers, including patent, copyright, or other intellectual property rights. The customer acknowledges these rights of URBA or its licensors.

URBA confirms that, to the best of URBA’s knowledge, the descriptions of Deliverables and Services, brochures, plans, documents, and data carriers provided to the customer do not infringe any third-party rights. However, URBA does not guarantee that the descriptions of Deliverables and Services, brochures, plans, documents, and data carriers provided to the customer do not infringe any third-party rights.

E. References
Unless explicitly notified otherwise by the customer, URBA is entitled to refer to the customer as a reference in its reference list, in word form and using the customer’s logo.

F. Data Protection
The customer grants URBA the right to use the received contact information for marketing activities for its own similar goods, works, or services. The customer can withdraw this consent at any time. For the rest, URBA’s data protection declaration (available at https://www.urbatueren.ch/impressum.html) applies to the processing of personal data.

G. Partial Invalidity
Should individual provisions of these GTC be invalid or ineffective, this shall not affect the validity of the remaining provisions and these GTC as a whole.

H. Applicable Law and Place of Jurisdiction
All legal relationships between the customer and URBA are subject to substantive Swiss law. The Vienna Sales Convention does not apply.

The exclusive place of jurisdiction is URBA’s registered office. However, URBA is free to also appeal to the competent court at the customer’s registered office or place of residence. Mandatory local jurisdictions, particularly those arising from consumer contracts, remain reserved. As of: January 2022