General Terms and Conditions

2.1. The offers of AA Schweiz in price lists, brochures or online are always non-binding. They serve as an invitation to submit an offer.

2.2. Orders are considered binding requests. The contract between the parties shall only come into force upon written confirmation by AA Schweiz.

2.3. Prices and conditions are listed in the current price list of AA Schweiz. The prices are ex works (EXW) and exclude packaging and transport. Costs for packaging and transport are shown separately and may also be invoiced after completion of delivery.

2.4. Drawings, dimensions, illustrations, installation plans, weight specifications and other performance data are only binding if they have been confirmed in writing by AA Schweiz.

2.5. Orders by the Sales Partner must be placed in writing via the channels provided by AA Schweiz. Orders by telephone are not taken into account.

2.6. After order confirmation by AA Schweiz, changes requested by the Sales Partner are regarded as a new invitation to submit an offer and may be rejected by AA Schweiz. Upon acceptance of the amended order by AA Schweiz, the latter is entitled to invoice the associated additional administrative expenses as well as work already performed.

3.1. Unless otherwise agreed, the invoices of AA Schweiz for goods deliveries and/or services are fixed prices.

3.2. Invoices are payable within 30 days (value date) from the invoice date. 

3.3. Extensions of the payment term proposed by the Sales Partner must be expressly confirmed by AA Schweiz.

4.1. AA Schweiz is entitled to fulfil orders as a full or partial delivery. Partial or underdeliveries do not constitute a defect.

4.2. Delivery times confirmed in writing shall be adhered to by AA Schweiz wherever possible. Delays – whether at fault or not – do not entitle the sales partners to refuse acceptance or to claim compensation for costs incurred directly or indirectly as a result.

4.3. The delivery periods confirmed in writing may be extended appropriately by AA Schweiz if the Sales Partner did not provide AA Schweiz with information necessary for the execution of the order in good time or if the Sales Partner subsequently changed the order.

4.4. AA Schweiz delivers ex works (EXW) at the expense of the sales partner. AA Schweiz shall determine the mode and route of dispatch without special instructions.

4.5. At the express instruction of the sales partner, the consignments will be additionally insured for transport by AA Schweiz at the expense of the sales partner.

4.6. Direct deliveries to the end customer may be agreed upon the express instruction of the sales partner. A surcharge can be charged for this direct delivery.

5.1. The Sales Partner shall check the scope and quality of the ordered goods immediately upon receipt. Defects must be reported in writing to AA Schweiz within eight days of receipt, together with the delivery note.

5.2. Hidden defects must be reported to AA Schweiz in writing without delay after discovery, stating the reasons. 

5.3. If the Sales Partner fails to immediately inspect and/or notify AA Schweiz, all warranty claims shall be forfeited.

6.1. Products delivered by AA Schweiz in conformity with the order can only be returned with the prior consent of AA Schweiz. If the products and the packaging are in perfect condition, stock items will be credited to a maximum of 70% of the invoiced amount.

6.2. AA Schweiz reserves the right to increase the deductions from the invoiced amount for additional work (e.g. repackaging, cleaning, etc.).

6.3. For locking system cylinders and keys of all systems as well as custom-made products such as specially manufactured locks or fittings, AA Schweiz does not grant any credits for returns.

7.1. Benefit and risk shall pass to the Purchaser no later than upon departure of the deliveries from the factory/warehouse, even if freight or postage-free delivery of goods has been agreed.

7.2. This does not apply to deliveries to the EU, which are delivered DDP (Incoterms) by express agreement.

8.1. AA Schweiz shall remain the owner of the goods until full payment has been received.

8.2. AA Schweiz is entitled to enter the retention of title in the appropriate register at the expense of the sales partner.

8.3. In the event of a breach of contract on the part of the sales partner, in particular with regard to default in payment, AA Schweiz shall be entitled to take back the goods after a reminder and corresponding warning and the Sales Partner shall be obliged to surrender them without delay.

9.1. AA Schweiz supplies faultless products and assumes warranty under the following conditions for warranted characteristics and for other defects which are demonstrably attributable to poor material, faulty construction or faulty processing by AA Schweiz.

9.2. The period during which AA Schweiz assumes warranty (warranty period) begins with the transfer of benefit and risk to the Sales Partner and shall be 24 months. After expiration of this period, no more guarantee shall be assumed.

9.3. In the case of software products from AA Schweiz, the warranty is limited to the medium on which the software is delivered. Since the software can be used under any operating conditions, AA Schweiz does not guarantee that it will operate without any problems. AA Schweiz assumes no warranty whatsoever for third-party software used by the sales partner.

9.4. Batteries and consumables are excluded from the warranty.

9.5. If sales partners or third parties (e.g. end customers) have tampered with the products or have handled or installed them improperly, any warranty by AA Schweiz shall lapse.

9.6. AA Schweiz is not liable for damage resulting from force majeure.

9.7. In the event of a warranty claim, AA Schweiz reserves the right to repair or replace defective products at its discretion. The right of conversion is excluded.

9.8. AA Schweiz’s liability for damage caused by products for which AA Schweiz has assumed warranty in accordance with the above provisions is limited to the respective value of the goods.

9.9. The Sales Partner bears the warranty for the services rendered to the end user and is obliged to provide the warranty and guarantee assigned to it.

9.10. The Sales Partner sells ASSA ABLOY products and services under the brand names and equipment specified by AA Schweiz.

10.1. The statutory provisions of the Federal Product Safety Act (PrSG) shall apply.

10.2. AA Schweiz's liability is limited or does not exist if the current product information of AA Schweiz is not observed by the Sales Partner and/or its customers.

10.3. The sales shall be obliged to procure the necessary documents and to expressly draw its customers' attention to this information.

10.4. AA Schweiz expressly draws the sales partner's attention to the fact that the safety regulations applicable in Switzerland must be observed when using the products.

11.1. Both AA Schweiz and the Sales Partner are strictly bound by the confidentiality obligations regarding locking systems (locking plan copies, key owners, access authorisations, passwords, etc.). Information about this may only be provided to the authorised owners of this data after proof of identity has been provided.

11.2. The Sales Partner is responsible for the technical and organisational processing (procurement, processing, storage, etc.) of particularly sensitive personal data in accordance with data protection law. The measures must be checked regularly. Breaches of confidentiality under data protection law must be reported to AA Schweiz immediately.

11.3. Orders, inquiries, clarifications and all related documents must be treated confidentially.

11.4. Business and trade secrets that have become known to the parties in any way as a result of the joint activity may not be used or made accessible to third parties during or after the termination of the distribution partnership.

11.5. The confidentiality and non-disclosure obligations of the Sales Partner do not end with the termination of the cooperation or the business assignment.

12.1. AA Schweiz shall be entitled to all intellectual property rights to the products it has developed, designed, programmed and/or produced. This includes in particular all illustrations, drawings, plans, etc.

12.2. AA Schweiz is the sole owner of the copyrights, trademark rights, patent rights, design rights and all other related rights to AA Schweiz products held by it.

12.3. Any copying of AA Schweiz products as well as any unintended use of the products or the rights of AA Schweiz may infringe these property rights.

12.4. AA Schweiz informs the Sales Partner that compliance with such provisions is mandatory for public procurements.

13.1. The ASSA ABLOY Group takes its social, ecological and ethical responsibility seriously and expects the same from its business partners.

13.2. An integral part of these T&Cs is therefore the “Code of Conduct for Business Partners”

14.1 The products to be supplied by AA Schweiz (including software and technology) and/or services to be provided may be subject to export law restrictions, such as the European Dual-Use Regulation (Regulation (EU) 2021/821) or the existing embargo measures and sanctions against certain countries and/or persons. The ordering party therefore undertakes to observe and comply with all relevant and applicable export control regulations and rules when carrying out the legal transaction, in particular the requirements and restrictions in accordance with the laws applicable in Switzerland, the relevant EU regulations, in particular the individual and country embargo measures and the measures for combating terrorism, and also, where applicable, the corresponding restrictions and measures of the United States of America. This also applies in the case that the ordering party delivers the goods supplied by AA Schweiz to third parties unprocessed or further processed.

14.2 The ordering party also undertakes to inform AA Schweiz without delay of any prohibitions or reservations regarding approval in accordance with the relevant export control regulations concerning the delivery or service to be provided by AA Schweiz or the intended further delivery of the goods to be delivered or delivered by AA Schweiz. This also applies in the case that the execution of the legal transaction could constitute an impermissible indirect provision of funds or economic resources within the meaning of the relevant EU embargo regulations because one of the service recipients involved is directly or indirectly owned or controlled by a sanctioned natural or legal person, organisation or body.

14.3 The ordering party is also obliged to provide AA Schweiz with all the information, documents and data required for assessing the existence of export law restrictions and, in particular, for applying for any necessary approval, in a complete and truthful manner, to inform AA Schweiz of the end destination and end use and to cooperate to the best of its ability in obtaining any necessary approval.

14.4 If the ordering party violates one of the provisions and claims are brought against AA Schweiz (including the natural persons acting on our behalf) by a third party, including the law enforcement authorities, AA Schweiz is entitled to declare withdrawal from the contract at any time. The ordering party is also obliged to indemnify AA Schweiz against all claims asserted by third parties against AA Schweiz due to its breach and to compensate AA Schweiz for any damages resulting from such claims.

14.5 If the delivery or service is incumbent on us or becomes impossible as a whole or in substantial part as a result of an export restriction, for example because delivery is prohibited or a required export permit is not issued, AA Schweiz shall be entitled to declare withdrawal from the contract at any time. Advance payments received shall be refunded to the ordering party, less than the costs incurred by AA Schweiz in connection with the performance of the contract. Otherwise, claims for this case are mutually excluded.

14.6 “No-Russia Clause & No-Belarus Clause”: Any (re-)sale and/or any (re-)export and/or other delivery of the products (including software and technology) supplied by AA Schweiz, directly or indirectly, unaltered or integrated into other products, to Russia or Belarus and/or for use in Russia or Belarus via third parties, is prohibited. In the case of violation of this prohibition, AA Schweiz is entitled to demand a contractual penalty of 25% of the purchase price for the goods concerned from the ordering party, as well as compensation for all damages incurred by AA Schweiz, including the imposition of fines. The contractual penalty shall be offset against the damages to be paid. Furthermore, AA Schweiz is entitled to declare the withdrawal of contracts not yet fulfilled or to terminate such contracts with immediate effect and/or to terminate the business relationship with the ordering party. AA Schweiz also reserves the right to inform the competent authorities in the European Union of any violation of this prohibition.

The ordering party confirms and warrants to AA Schweiz that:

(a) neither the ordering party, nor its affiliates, nor anybody, officer, employee, principal or shareholder of any such person (i) has made, approved, offered or promised a payment, gift or grant of value, directly, indirectly or through a third party, to another person or for the benefit or advantage of another person, in order to facilitate the improper acquisition or retention of business to improperly broker business or to obtain an improper advantage; or (ii) has made unlawful bribes, discounts, facilitation payments, kickbacks or other acts that violate any applicable anti-corruption law;

(b) the ordering party has implemented and maintains appropriate policies and procedures designed to ensure continuous compliance with the anti-corruption laws applicable to it.

(c) neither the ordering party, nor any of its affiliates, nor any body, officer, employee, principal or shareholder has become aware in the past five (5) years that any such person is or could be in breach of any anti-corruption law or that any such person is or could be the subject of any investigation or investigation by any authority in connection with any anti-corruption law.

16.1. In all cases, the place of performance for deliveries and payments shall be AA Schweiz headquarters in 8805 Richterswil/ZH.

16.2. The place of jurisdiction for all legal disputes arising from or in connection with the business relationship is the registered office of AA Schweiz in 8805 Richterswil/ZH.

16.3. AA Schweiz reserves the right to take legal action against the Sales Partner at its place of residence/registered office.

16.4. Swiss law shall apply exclusively to all legal issues arising from the sales partnership, to the exclusion of the rules of international private law or UN/ Vienna Convention on Contracts for the International Sale of Goods.