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General Terms and Conditions of Suter Entfeuchtungstechnik AG

1. General Provisions

These General Terms and Conditions apply to the provision of services, including purchase, rental, and all service and consulting services by Suter Entfeuchtungstechnik AG (hereinafter: “Suter Entfeuchtungstechnik”). For clarity, these General Terms and Conditions refer exclusively to the customer and omit the use of the feminine form. Female customers are always included.

These General Terms and Conditions (hereinafter “GTC”) govern the legal relationships between Suter Entfeuchtungstechnik and its customers.

“Customer” refers to any natural or legal person who uses the services for commercial or non-commercial purposes.

Individual agreements deviating from these GTC require proof in written form.

The general purchasing or business terms of a customer only apply if Suter Entfeuchtungstechnik has explicitly agreed to them in writing.

Suter Entfeuchtungstechnik reserves the right to change these GTC at any time. Changes will be communicated to the customer in writing or via text and are considered accepted unless the customer objects to the change within 30 days of notification.

In the event of any contradictions between individual agreements and the GTC, the individual agreements shall take precedence.

2. Rental and Purchase Conditions

2.1 General

2.1.1 Offer

All quotation documents prepared by Suter Entfeuchtungstechnik remain the property of Suter Entfeuchtungstechnik and may not be reproduced, made available to third parties, or used commercially without written consent.

Offers made by Suter Entfeuchtungstechnik are valid for 30 days unless otherwise agreed. The contract is accepted by the customer through an order confirmation.

If the preparation of the offer requires increased analysis and diagnostic effort, the corresponding costs will be charged to the customer, regardless of whether a rental or purchase contract is concluded. The customer will be informed in advance of the modalities and rates.

2.1.2 Additional Effort

If unnecessary waiting times or additional efforts arise due to the customer’s absence, inaccessible access, inappropriate, blocked, or difficult-to-access installation sites, these will be recorded by Suter Entfeuchtungstechnik and invoiced separately.

2.1.3 Liability of Suter Entfeuchtungstechnik

Suter Entfeuchtungstechnik’s liability is limited to intent and gross negligence, unless mandatory law provides otherwise. In particular, liability for damages resulting from improper use and/or operation, user and/or installation errors, inadequate maintenance, and/or failure to follow the operating instructions by the customer or third parties is excluded.

These liability limitations also apply to cases where Suter Entfeuchtungstechnik uses third parties to perform the services

2.1.4 Emission Reduction

Emission reduction performance arising from the rental of a mobile pellet heater within Switzerland (CO₂ compensations) will be settled with Suter Entfeuchtungstechnik by the Klik Foundation for Climate Protection and CO₂ Compensation. The ecological benefit is not credited to the customer, nor is it double-counted. For emission reduction performance abroad, the customer must consult with Suter Entfeuchtungstechnik and obtain their approval to claim compensation; any compensation will be reviewed by Suter Entfeuchtungstechnik in advance.

2.2 Special Provisions for Rental Contracts

The rental period is measured in days and is based on the agreed rental duration. Rental contracts are generally concluded for a fixed term. The minimum rental period is 3 days.

Ownership of the rental item, including all its components, remains with Suter Entfeuchtungstechnik throughout the entire rental period.

The customer must use the rental items carefully. They may not use the items for purposes other than those contractually agreed upon. The customer is liable for loss and damage during the rental period. The rental items will generally be invoiced to the customer at 80% of the new price. If transport damages are identified, the renter must arrange for an inventory check with the carrier.

Suter Entfeuchtungstechnik has the right to inspect and check the rental items at any time or to have them inspected and checked by third parties. Transfer to third parties and relocating the rental items to a place other than the contractually agreed location is only permitted with the written approval of Suter Entfeuchtungstechnik.

Suter Entfeuchtungstechnik supplies the customer with the associated consumables for the operation of the rental item. The costs for operating hours and consumables (pellets) will be invoiced to the customer in addition to the rent. The customer is responsible for the supply and costs of electricity to operate the rental item.

2.3 Special Provisions for Purchase Contracts

The customer has no right of return after the purchase of a product.

All products sold by Suter Entfeuchtungstechnik remain the property of Suter Entfeuchtungstechnik until fully paid for by the customer. Suter Entfeuchtungstechnik is entitled to register the retention of title at any time. Until full payment is made, the customer must use the products carefully and avoid damaging them. During this period, the customer may not resell or dispose of the products in any way, either obligatorily or in rem.

The warranty on all products is governed by statutory provisions unless otherwise regulated in these GTC or otherwise agreed between the parties. Wear parts are excluded from the warranty. The warranty does not include periodic maintenance by Suter Entfeuchtungstechnik. If the customer does not maintain the purchased products as recommended by the manufacturer during the warranty period or has them maintained by third parties, Suter Entfeuchtungstechnik is not obliged to rectify any damage occurring due to “insufficient” maintenance under the warranty.

With the conclusion of the contract, the benefits and risks of the sold products are transferred to the customer. The customer must carefully inspect the purchased products after delivery or handover. Defects and deviations from the order must be reported in writing within 3 days of delivery or handover. For hidden defects, the complaint period of 3 days begins when the defects could have been detected with due diligence. The complaint must, in any case, be made within the warranty period. If the complaint is missed or delayed, any warranty claims are forfeited.

If the complaint is timely and other warranty conditions are met, Suter Entfeuchtungstechnik has the right to choose to repair or replace the defective product free of charge. The customer only has the right to withdraw from the contract within the statutory provisions if they have unsuccessfully granted Suter Entfeuchtungstechnik a reasonable period to remedy the defect. In the case of a minor defect, the customer is only entitled to a price reduction.

If Suter Entfeuchtungstechnik produces a custom-made product for the customer upon request, the aforementioned provisions on purchase apply analogously, with the following exception: Upon delivery, the benefits and risks of the custom-made product pass to the customer. The customer does not have an unconditional right of withdrawal (Art. 377 OR).

2.4 Supplementary Provisions for Other Services

For assessments (e.g., expert opinions), repairs, maintenance, and leak detection outside of the warranty and at the customer’s request, Suter Entfeuchtungstechnik prepares cost estimates for the expected services, which are to be understood as non-binding guide prices. Suter Entfeuchtungstechnik is only liable if fault can be proven.

3. Billing

The price for all services provided by Suter Entfeuchtungstechnik is determined in accordance with the offer, order confirmation, or other individual agreement.

A price adjustment by Suter Entfeuchtungstechnik can only occur if extraordinary circumstances arise that could not have been foreseen or that were excluded based on the assumptions of both parties. In such cases, Suter Entfeuchtungstechnik also reserves the right to withdraw from the contract if fulfilment of the contract has become unreasonable or if a price adjustment would be disproportionate.

The invoice will be sent after the service has been provided. Suter Entfeuchtungstechnik is generally entitled to issue interim invoices. In the case of rental, invoices are sent monthly. Invoices are due for payment within 30 days from the invoice date. After the payment deadline has passed, the customer is in default. From this point on, the customer owes default interest of 5% p.a. If the customer does not meet their obligation to pay on time, Suter Entfeuchtungstechnik may suspend further services and withdraw from the purchase contract after a reasonable grace period or terminate the rental agreement in the case of a rental contract. Suter Entfeuchtungstechnik reserves the right to assert and enforce all other legal or contractual rights.

All prices are net prices plus advance recycling fees (vRG) and value-added tax (VAT) or other governmental charges unless otherwise specified.

4. Delivery Deadlines

Delivery dates are generally based on individual agreements. Delivery delays due to operational disruptions, labor disputes, strikes, government actions, late or defective deliveries, non-operational machines or products, or other comparable circumstances beyond the control of Suter Entfeuchtungstechnik that hinder timely delivery, postpone the due date until the corresponding obstacle to performance is removed.

5. Data Protection

The handling of personal data is carried out in accordance with applicable data protection laws. Reference is made to Suter Entfeuchtungstechnik’s privacy policy, which is available on their website. The privacy policy can be unilaterally amended by Suter Entfeuchtungstechnik at any time, so it is recommended to consult it regularly.

6. Final Provisions

If one or more provisions of these GTC should be wholly or partially invalid or void, they will be replaced by provisions that come closest to the legal and economic purpose. The validity of the remaining provisions remains unaffected.

Swiss law applies exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Law) and the conflict-of-law rules of the Federal Act on Private International Law. The place of jurisdiction for all disputes between the customer and Suter Entfeuchtungstechnik is the registered office of Suter Entfeuchtungstechnik. However, Suter Entfeuchtungstechnik is also entitled to assert its claims at the customer’s place of business.

General Terms and Conditions for the Use of Software

1. Scope and Definitions

These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts between Suter Entfeuchtungstechnik AG (hereinafter referred to as “Suter Entfeuchtungstechnik”) and the customer, which concern the use of any software provided by Suter Entfeuchtungstechnik (hereinafter referred to as “Software”). For clarity, these General Terms and Conditions refer to the customer using only the masculine form, while female customers are always included.

“Customer” refers to any natural or legal person who uses the software for commercial or non-commercial purposes.

Individual agreements deviating from these GTC require proof in written form.

The general purchasing or business terms of a customer only apply if Suter Entfeuchtungstechnik has explicitly agreed to them in writing.

In the event of any contradictions between individual agreements and the GTC, the individual agreements shall take precedence.

2. License Grant and Usage Rights

Suter Entfeuchtungstechnik grants the customer a non-exclusive, non-transferable license to use the software under the terms of these GTC.

3. Access and Security

The customer receives access to the software via a secure login.

The customer is responsible for maintaining the confidentiality of their access data and is liable for any misuse resulting from the disclosure of this information.

4. Billing

The price for all services provided by Suter Entfeuchtungstechnik is determined in accordance with the offer, order confirmation, or individual agreement.

The invoice will be sent after the service has been provided. In the case of Software as a Service (SaaS) services from Suter Entfeuchtungstechnik, invoices will be sent at recurring intervals. Invoices are due for payment within 30 days from the invoice date. After the payment deadline has passed, the customer is in arrears. From this point on, the customer is liable for interest on arrears at a rate of 5% per annum. If the customer does not meet their obligation to pay on time, Suter Entfeuchtungstechnik may suspend further services and withdraw from the purchase contract after a reasonable grace period or terminate the lease in the case of a rental agreement. Suter Entfeuchtungstechnik reserves the right to assert and enforce all other legal or contractual rights.

All prices are net prices plus value-added tax (VAT) or other governmental charges, unless otherwise specified.

5. Functionality, Warranty, and Disclaimer

Suter Entfeuchtungstechnik warrants that the software will generally function as described in the documentation. However, it is not possible to rule out software errors under all usage conditions. Moreover, the functionality available to the customer is influenced by the access rights to the software. Any software functionality beyond this scope is not owed.

Errors in software created by Suter Entfeuchtungstechnik (i.e., deviations from the warranted functionality) will be rectified free of charge by Suter Entfeuchtungstechnik within a reasonable period, provided that the error is reproducible. In doing so, Suter Entfeuchtungstechnik may choose to either repair the error or provide a replacement, particularly by making a new version of the software available. Suter Entfeuchtungstechnik also has the option of providing an alternative solution to the faulty function that allows the customer to use the software in accordance with the contract.

Suter Entfeuchtungstechnik points out that restrictions or impairments of the services provided may arise that are beyond the control of Suter Entfeuchtungstechnik. These include, in particular, actions by third parties (e.g., third parties not acting on behalf of Suter Entfeuchtungstechnik), technical conditions of the Internet that are not within the control of Suter Entfeuchtungstechnik, and force majeure. As far as such circumstances affect the availability or functionality of the services provided by Suter Entfeuchtungstechnik, this does not affect the contractual compliance of the services rendered.

In the case of SaaS products and subject to a stable customer-side internet connection, Suter Entfeuchtungstechnik monitors these 5 days a week, 8 hours a day. System availability at the transfer point is 99.5% on an annual average. The relevant downtime is the period from the acknowledgment of receipt of the fault report by Suter Entfeuchtungstechnik to the resolution of the issue. Downtime does not include disruptions in the connection route between the customer and the transfer point, maintenance work announced by Suter Entfeuchtungstechnik at least one day in advance, and disruptions caused by reasons beyond the control of Suter Entfeuchtungstechnik. Disruptions in system availability must be reported to Suter Entfeuchtungstechnik immediately. Receipt of the fault report will be acknowledged by Suter Entfeuchtungstechnik. The examination of the fault will take place at the beginning of the next working day following the fault report.

For free SaaS products, the customer has no claim that these will be available to them permanently, uninterrupted, timely, secure, and/or error-free. Suter Entfeuchtungstechnik also does not warrant that the free products will meet the customer’s requirements and expectations. Nevertheless, Suter Entfeuchtungstechnik will provide technical support for disruptions in system availability based on capacity.

The warranty period in the case of a purchase is 7 days and begins upon receipt of access. To preserve defect rights, the customer must inspect the software and updates immediately upon receipt of access and report any defects in writing and in a comprehensible form without delay. A defect exists if the software demonstrably does not fulfil the functions specified in the contract confirmation, produces incorrect results, or otherwise does not function properly, making the use of the software impossible or unreasonable.

To the extent that damage was not caused by gross negligence or intent, any liability on the part of Suter Entfeuchtungstechnik and its auxiliaries for direct or indirect damage is excluded, provided that liability is not explicitly assured to the customer or is legally mandatory; in particular, Suter Entfeuchtungstechnik does not guarantee the error-free operation of third-party software, even if Suter Entfeuchtungstechnik operates this software (e.g., programs for operating servers).

For free software products, any warranty is excluded.

6. Support and Maintenance

Suter Entfeuchtungstechnik provides the customer with technical support, the scope and availability of which are regulated in a separate service contract.

Updates and maintenance work to maintain the originally agreed functions are part of the service. These do not include updates that extend the functionality of the software; these are considered separate software under these GTC and can be purchased by the customer for a fee.

In all cases of support, maintenance, and updates, a stable internet connection must be ensured by the customer.

7. Confidentiality and Data Protection

Both parties undertake to maintain the confidentiality of all information received in the course of using the software.

The handling of personal data is carried out in accordance with applicable data protection laws. Reference is made to Suter Entfeuchtungstechnik’s privacy policy, which forms part of these GTC and is available on their website. The privacy policy can be unilaterally amended by Suter Entfeuchtungstechnik at any time, so it is recommended to consult it regularly

8. Customer Obligations

The customer undertakes to use the software only in accordance with the contract, not to decompile, disassemble, reverse engineer, reproduce, pass it on to third parties, or use it in another application. Furthermore, the customer acknowledges the sole copyright as well as the trademarks and other proprietary rights of Suter Entfeuchtungstechnik to the software.

All claims of the customer (e.g., warranty and maintenance) arising from these GTC can only be asserted if the customer uses the software in an unmodified state and does not make any changes to the software itself and does not use any modules, plugins, extensions, or modifications from third parties

9. Termination

A SaaS product from Suter Entfeuchtungstechnik can be terminated by either party with 30 days’ written notice. The contract also ends in the event of the rental of a physical product from Suter Entfeuchtungstechnik, including software, with the return of the rental equipment.

Upon termination of the contract, the customer must cease using the software and delete or return all copies of the software to Suter Entfeuchtungstechnik.

10. Final Provisions

Swiss law applies exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Law) and the conflict-of-law rules of the Swiss Federal Act on Private International Law. The exclusive place of jurisdiction for all disputes arising between the customer and Suter Entfeuchtungstechnik is the registered office of Suter Entfeuchtungstechnik. However, Suter Entfeuchtungstechnik is also entitled to assert its claims at the customer’s place of business.