General Terms and Conditions of ZG GROUP AG (ZG GROUP AG)
The following «General Terms and Conditions» (hereinafter referred to as GTC) form the basis for business relations between ZG GROUP AG and its customers. The current version of ZG GROUP AG’s GTC also applies to additional and/or subsequent orders by the customer. Deviating terms and conditions of the customer, as well as agreements that deviate from these GTC, are only binding for ZG GROUP AG if they have been expressly acknowledged in writing. Amendments and/or supplements to these GTC require written form. If any provision of these GTC is deemed invalid, ineffective, or unenforceable, the validity, effectiveness, and enforceability of the remaining provisions of the GTC and the agreements with the customer shall remain unaffected. In such cases, the parties agree to replace the invalid, ineffective, or unenforceable part of the GTC with a valid, effective, and enforceable provision that comes closest to the content of the GTC.
Offers and Conclusion of Contract
Offers made by ZG GROUP AG are non-binding and subject to change. A contract between ZG GROUP AG and the customer is concluded when the offer is electronically accepted, the ordered goods are delivered, installation is completed, or the service is otherwise rendered by ZG GROUP AG. An electronically placed order is considered accepted unless expressly rejected in writing after receipt.
Prices
Unless otherwise agreed, all prices are quoted net, exclusive of VAT, and do not include packaging, postage, shipping, and insurance costs. Prices are stated in Swiss Francs (CHF). Any additional costs, such as freight, transit, insurance, export, transit, import, and other permit fees, as well as official charges, shall be borne by the customer. The customer is also responsible for all taxes, levies, fees, duties, and similar charges. For additional services requested by the customer after the contract is concluded, the prices specified in the «Offer of ZG GROUP AG» apply. If the price increases after the offer due to changes in the calculation basis, the increase will be subject to a corresponding surcharge. Reasonable price adjustments apply in particular (but not exclusively) in the following cases:
- The type and scope of the agreed delivery or service change due to customer requirements.
- The material or execution needs to be adjusted because the customer’s documentation does not reflect actual conditions or is incomplete.
- Additional costs arise for installation work, storage, and material management due to unforeseen interruptions caused by customer delays.
- Surcharges for overtime, night, holiday, and Sunday work requested by the customer.
- Proven additional work and material deliveries not included in the original offer or order confirmation.
Early Termination of Contract
If a delivery or service by ZG GROUP AG is rendered impossible due to reasons attributable to the customer, or the customer violates a legal or contractual obligation, ZG GROUP AG reserves the right to withdraw from the contract without compensation. In such cases, the customer is obliged to indemnify ZG GROUP AG fully, including compensation for lost profits. If the contract is terminated prematurely by the customer, ZG GROUP AG must also be indemnified fully, including compensation for lost profits, which is calculated as 50% of the electronically accepted offer.
Special Provisions
ZG GROUP AG retains ownership and copyright of plans, illustrations, drawings, know-how, and other intellectual property rights. The customer is not entitled to retain invoice claims. The customer may only offset claims if counterclaims have been legally established and/or acknowledged in writing by ZG GROUP AG.
Delivery
Agreed delivery deadlines are not fixed dates and are always subject to the fulfillment of the customer’s contractual obligations. Delivery deadlines are non-binding unless otherwise agreed. Any claims by the customer, including withdrawal from the contract due to late delivery, are excluded.
Payment Terms
Payments must be made net within 30 days from the invoice date without deductions. For orders between CHF 5,000 and CHF 80,000, a prepayment (deposit) of 50% is required. For orders exceeding CHF 80,000, a prepayment (deposit) of 70% of the order value is due within 5 business days. In the event of late payment, the customer owes default interest of 5% p.a. Additionally, a reminder fee of CHF 25 will be charged for late payment. ZG GROUP AG reserves the right to withdraw from the contract, claim further damages, and/or demand compensation for non-performance.
Transfer of Benefit and Risk
Benefit and risk pass to the customer at the time of contract conclusion, but no later than the handover of keys, completion of installation, or departure from the warehouse. The customer assumes the transport risk. In the case of third-party transportation, all transport damage claims must be directed exclusively to the respective transport company.
Warranty and Liability
Complaints about defects must be submitted in writing within five business days of the transfer of benefit and risk, specifying the nature of the defect. Insufficient or late complaints result in the loss of defect rights. ZG GROUP AG always retains the right to remedy defects before further claims are made.
The warranty period for installed goods is two years. For vehicles, apartments, and/or mediated houses, all warranty and guarantee obligations are excluded. Vehicles are subject to a separate warranty insurance. The warranty obligation for installed items or warranty insurance for vehicles begins with the transfer of benefit and risk. The warranty lapses prematurely if the customer or third parties make changes or repairs or fail to take appropriate measures to mitigate damages.
ZG GROUP AG accepts no warranty or liability for products of other manufacturers, even if sold or offered alongside its services. Liability is limited to the agreed contract value.
Place of Performance, Jurisdiction, and Applicable Law
The place of performance and exclusive jurisdiction for all disputes is Zug, Switzerland. Swiss law applies exclusively.