General Terms and Conditions

1.1 These provisions form an integral part of the contract concluded with the client and govern the delivery of equipment and the installation of systems by Polyright SA (hereinafter “Polyright”).

1.2 In the event of contradictions between the contract and these General Terms and Conditions, the contractual provisions shall prevail; Polyright’s General Terms and Conditions shall prevail over any general terms issued by the client.

1.3 If any provision of these General Terms and Conditions is deemed invalid, the parties shall replace it by mutual agreement with a valid clause having an identical or similar economic effect. Polyright reserves the right to amend these General Terms and Conditions of Sale at any time without prior notice.

1.4 For works carried out in the field of building installations, in addition to the contract and these General Terms and Conditions, the provisions of SIA Standards 118/380 (2007) shall apply.

2.1 Unless otherwise stated, the offer is valid for 30 days.

2.2 The contract is validly concluded if the parties have signed a service agreement or if Polyright has confirmed the order in writing.

2.3 Any amendments or supplements to the contract shall only take effect after written agreement by both parties. Claims, notices, warranty claims, etc., require written form.

3.1 The information contained in offers, brochures, drawings, etc. is based on current specifications and the state of the art at the time of the offer. They remain subject to change until delivery, insofar as such changes do not impede the intended functional use.

4.1 Polyright provides, as a rule, stable and proven systems in their standard version according to the current state of the art. Failing that, delivery complies with the description of services specified in the contract. The installed software is delivered in its current standard version at the time of the contract conclusion. Polyright reserves the right to deliver said software in its latest version, provided it has the same or improved functions.

4.2 Polyright expressly reserves the right to deviate from certain agreed product characteristics where this does not cause any functional restriction. The client accepts such potential modifications. Polyright is, however, under no obligation to apply such changes to products already manufactured or delivered.

5.1 Modifications to the scope of the contract may affect agreed prices and deadlines. In particular, the following additional services shall be invoiced separately unless explicitly agreed as part of the contract:

a) development of solution proposals and revision of execution documents based on modified construction data or new client concepts;
b) creation of provisional equipment and test installations;
c) preparation of documents for special constructions;
d) briefing of external craftsmen, installers, client, or user;
e) extension or adaptation of standard software;
f) waiting times due to blocked access to installation elements or sites;
g) drafting and preparation of device sketches or diagrams that fall under the manufacturer’s responsibility;
h) switching and testing of signals and circuits external to the installation;
i) extraordinary site visits and meetings caused by construction work;
j) services required by fire department, police, building insurance office, or other authorities (e.g., acceptance tests, site plans, etc.);
k) coordination, discussions, and clarifications with third-party suppliers or subcontractors appointed by the client.

6.1 Immediately after contract conclusion, the client shall designate a contact person in writing. The client is responsible for coordination among the appointed contractors. Polyright will separately invoice additional costs arising from non-compliance with coordination obligations.

6.2 The client must inform Polyright in due time of any special legal, administrative, or other requirements relating to execution, delivery, installation, and operation of the contractual object.

6.3 Polyright reserves the right to assign partial tasks to subcontractors it deems appropriate.

6.4 The sale of consumables and cards does not form part of project execution and is therefore subject to specific payment terms.

7.1 The client shall ensure that preparatory construction works necessary for the installation of contracted equipment are executed on time and professionally, and that auxiliary installation equipment is provided. The client must inform Polyright of progress in due time.

7.2 If the client provides electrical installations, they must be tested, faultless, and equipped with clearly visible connection points. Additional costs and damages arising from defective or non-compliant cabling shall be invoiced to the client. No further works, especially those generating dust, may be carried out during or after the installation of electronic modules.

8.1 Installation is carried out in agreement with the client. The client shall immediately grant Polyright free access to the premises where the devices (or their components) are to be installed. Appropriate lockable premises must be made available for the secure storage of equipment, devices, and tools.

8.2 If special safety instructions apply to the operation of the devices on site or to fixed connections, the client shall, in due time and at no extra cost to Polyright, create the necessary conditions for unhindered contract execution. Furthermore, if required, the client shall provide auxiliary personnel for commissioning, free of charge. If works must, for special reasons, be performed outside regular working hours, the resulting surcharges will be invoiced in accordance with Polyright’s current rates.

9.1 Third-party systems are defined as all systems exchanging data with Polyright products.

9.2 Cost of third-party system integration: price of the interface/API plus CHF 250 excl. VAT per connection.

9.3 When integrating third-party systems, Polyright assumes no liability regarding the performance or guarantees provided by the third-party manufacturer. Potential costs arising from third-party integration are not included in Polyright’s cost estimates or offers unless explicitly stated. Polyright endeavors to draw attention to such costs if foreseeable and known, but failure to do so shall not create any legal consequence.

9.4 The client is responsible for describing and verifying the scope of third-party system integration and must object in due time in case of deviations. If no description is provided, Polyright will integrate the subsystem functionally according to its own requirements. The client shall then have no right to later corrections of said installation.

9.5 The client must provide the necessary infrastructure, such as a functional telephone line or IP network, for connecting any tele-alarm or data transmission devices. Operation must be arranged with telecom or network providers to ensure availability at all times.

10.1 Dates and delivery deadlines stated in the offer are indicative and non-binding. The delivery period begins once all administrative formalities have been completed, such as obtaining import and payment authorizations, settlement of down payments and guarantees, and resolution of major technical matters.

10.2 Only deadlines contractually guaranteed are binding, subject to force majeure (war, strikes, etc.), transport difficulties, administrative import bans, or delays by subcontractors. Delivery deadlines are extended if:

a) Polyright does not receive required information in due time or if the client subsequently modifies such data, causing delays;
b) the client is late with its obligations, in particular payment terms.

10.3 Polyright declines all liability for consequences of delays not attributable to it. Additional work and resulting costs shall be invoiced at current rates.

10.4 If the client is provided with a replacement delivery in case of delay, the right to damages lapses.

10.5 Delivery costs of the equipment shall be borne by the client.

11.1 Polyright shall inform the client in due time of the acceptance date. A written acceptance report shall be drawn up and signed by both parties, stating whether acceptance has taken place or been refused.

11.2 Acceptance may only be refused in case of essential defects. In case of minor defects not fundamentally hindering proper functioning, acceptance shall be deemed valid. The client must grant Polyright an appropriate period to remedy the listed defects.

11.3 Acceptance is also deemed valid if:

a) it cannot take place on the scheduled date for reasons not attributable to Polyright;
b) the client refuses acceptance without justification or refuses to sign the report;
c) the client uses Polyright products.

11.4 If the client is unjustifiably absent or refuses acceptance, Polyright may deactivate the installation, resulting in loss of usage rights for the client. Polyright also reserves the right to recover related costs.

11.5 From acceptance onward, the contractual performance is deemed provided, and warranty periods and defect claims commence.

12.1 Benefits and risks pass to the client no later than delivery ex-works. In case of delivery delays or impossibility not attributable to Polyright, delivery shall be stored and insured at the client’s risk and expense.

13.1 Prices are quoted in Swiss francs, excluding tax, ex-works, without packaging and without deduction of any kind. Statutory taxes such as VAT are invoiced at the rate applicable at contract conclusion. The client is not entitled to deduct amounts from invoices.

13.2 Consumables and cards are payable within 30 days from invoice date for amounts below CHF 3,000. For amounts above CHF 3,000: 50% upon order within 10 days of down payment invoice, balance upon delivery within 30 days of final invoice date.

13.3 Payments must be made as follows: 30% upon order, 30% upon delivery, 30% upon commissioning, within 10 days of invoice; 10% within 30 days of final statement.

13.4 Polyright reserves the right to adjust prices in case of changes in wages or material costs between offer and contractual delivery, according to Swissmem’s price adjustment formula.

13.5 Offsetting claims against Polyright invoices requires prior written agreement.

13.6 Polyright invoices additional services separately as they are performed. Contractual discounts do not apply to these services.
Surcharges apply for work outside business hours:

Sundays & public holidays: +100%

Mon–Fri 20:00–22:00: +25%

Sat 07:00–22:00: +25%

Mon–Sat 22:00–07:00: +50%

13.7 Payment deadlines must be respected even if transport, delivery, installation, commissioning, or acceptance is delayed or made impossible for reasons not attributable to Polyright.

13.8 Payment retention or reduction due to unrecognized claims or offsets is inadmissible. Payments remain due even if non-essential parts are missing or additional work is required.

13.9 If the client fails to meet payment terms, default interest of 6% per annum applies from due date without further notice.

13.10 If parts of the installation are already assembled or if long interruptions occur independently of Polyright, interim invoices may be issued.

13.11 If the client fails to pay, Polyright may either enforce or terminate the contract and, in both cases, claim damages.

13.12 If further payment delays occur or Polyright has reason to fear non-payment, it may suspend execution or withhold deliveries until new payment terms are agreed. If no agreement is reached, Polyright may terminate the contract and claim damages.

14.1 Polyright retains ownership of the delivery until full payment has been made. The client must take necessary measures to protect Polyright’s ownership, including registration of retention of title in public registers at Polyright’s expense.

14.2 During retention of title, the client must maintain and insure the delivered items against theft, breakage, fire, water, and other risks, in favor of Polyright.

15.1 Polyright provides a warranty of 24 months (software 90 days) from ex-works delivery or, if installation is carried out by Polyright, from acceptance date, guaranteeing that delivered products essentially conform to contractual functions.

15.2 In case of defects due to material, construction, or execution, Polyright shall either repair defective parts or deliver replacements free of charge. Replaced parts become Polyright’s property.

15.3 As long as the client remains indebted to Polyright, warranty services may be withheld.

15.4 Excluded from warranty: natural wear, lack of maintenance, misuse, overloading, unforeseeable external influences, unsuitable supplies, chemical/electrolytic effects, third-party interventions, defective construction work, and other causes not attributable to Polyright.

15.5 Polyright shall not be liable for consequential damages such as:

• interventions by police, fire brigade, alarm recipients;
• client’s own security measures, incl. shutdown of installation;
• false alarms;
• surveillance staff intervention;
• additional operating costs;
• loss of profits;
• functional deterioration due to construction modifications;
• loss of data (client is responsible for backups)..

15.6 Warranty expires if the client or third parties make modifications, repairs, or interventions without Polyright’s written consent.

15.7 The client is responsible for correct system usage, especially regarding door quality and equipment.

16.1 Polyright retains ownership and intellectual property rights on all drawings, designs, installation diagrams, offers, etc. These may not be disclosed, copied, or used for self-manufacturing without prior written approval.

16.2 The client may not alter any markings, copyrights, brand indications, or ownership references.

16.3 Intellectual property and usage rights remain with Polyright or licensors, even if the client subsequently modifies products.

16.4 Any extensions or modifications by the client require written authorization.

16.5 The client must protect Polyright software and documentation from misuse, disclosure, or viruses.

16.6 Polyright software may not be made accessible to third parties (incl. subsidiaries and sister companies unless they have acquired usage rights).

17.1 Polyright shall not be held liable for any unintentional conflicts with third-party industrial property rights.

18.1 Polyright is insured for personal injury and property damage under civil liability insurance up to a maximum of CHF 1,000,000. Any further liability of Polyright or its employees, in particular for direct or indirect damages, loss of profits, unrealized savings, or data loss, is expressly excluded. These limitations do not apply in cases of willful misconduct or gross negligence.

19.1 Swiss law applies. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Vienna Sales Convention) is expressly excluded. Jurisdiction lies in Sion, Switzerland. Polyright may also take legal action at the client’s registered office or installation site. In case of dispute, only the French version of these General Terms and Conditions of Sale is legally binding.