Terms and Conditions

Allgemeine Geschäftsbedingungen (AGB)

1. Scope

These General Terms and Conditions ("GTC") apply to the entire business area of ROBOLEM AG, Technoparkstrasse 1, 8005 Zurich, (hereinafter "Company"). The Company offers services and systems for the automation of transportation tasks. In addition, the Company offers consulting services and grants licensing rights. Furthermore, the Company sells products in the aforementioned area. These GTC apply to the aforementioned areas as well as the other services that the Company provides directly and indirectly to the customer.

2. Conclusion of Contract

The conclusion of the contract occurs through the acceptance of the offer made by the Company regarding the provision of services, products, or licenses by the customer. The contract is also concluded when the customer avails the services offered by the Company or purchases or uses products from the Company (license).

3. Prices

Subject to other offers, all prices are in Swiss Francs (CHF). All prices are exclusive of any applicable value-added tax (VAT). Prices are exclusive of any other applicable taxes. The Company reserves the right to change prices at any time. The prices valid at the time of conclusion of the contract on the website www.robolem.com or according to the separate price list of the Company apply. The prices valid at the time of conclusion of the contract apply to the customer.

4. Payment

The customer is obliged to pay the invoiced amount within 30 days from the invoice date. Unless the amount has already been paid by the customer during the ordering process via credit card, PayPal, or other payment systems.

For the decision whether delivery can be made against invoice, an address and creditworthiness check is conducted. The personal information relevant for order and payment processing may be transmitted to the Swiss Association Creditreform Gen and also to partner companies. The data protection declaration of Creditreform (DSE) applies to this.

The company reserves the right to request payment in advance at any time without providing reasons.

For orders of customer-specific configured hardware, payment is to be made as follows: 50% of the total price is due upon order placement, 40% upon delivery of the hardware, and the remaining 10% is to be settled within 14 days after delivery.

If the invoice is not settled within the aforementioned payment period, the customer will be issued a reminder. If the customer fails to settle the invoice within the specified reminder period, they automatically enter into default. From the moment of default, the customer is liable to pay default interest at a rate of 5%. Offsetting the invoiced amount against any claim the customer may have against the Company is not permitted. The Company reserves the right to refuse the provision of services, the delivery of the product, or the granting of the license in case of payment default.

5. Duties of the Company

5.1. Service Provision

Unless otherwise agreed, the Company fulfills its obligation by providing the agreed-upon service as described in the offer. The registered office of the Company shall be the place of performance for all services. If it is necessary for the service to be provided on-site at the customer's premises, additional travel time and travel expenses will be incurred. These will be invoiced separately to the customer and shall be reimbursed according to the Company's then-current price list, unless otherwise agreed.

‍5.2. Auxiliary Personnel

The parties have the explicit right to engage auxiliary personnel to fulfill their contractual obligations. They must ensure that the engagement of auxiliary personnel complies with all mandatory legal provisions and any applicable collective bargaining agreements.

6. License

6.1. Usage 

The company grants the customer the non-exclusive, non-transferable right to use the software provided for the product, with the usage being restricted solely to the delivered product. The customer is entitled to use the software within the scope of the intended use of the product. Any form of copying, use on other devices, modification, or alteration of the software is strictly prohibited unless explicitly agreed otherwise. Any transfer to third parties or other use of the software, whether for commercial or other purposes, is prohibited without the prior written consent of the company.

6.2. Term and Software Updates 

The license for the use of the software is valid for the lifetime of the delivered product. Software updates, unless otherwise agreed, are not included in the license and can be purchased for a fee. The company reserves the right to make separate agreements for the provision of software updates.

6.3. Open Source Software 

To the extent that the software contains components that are licensed under an open-source license and have been modified by the company, the provisions of this license also apply to these components, subject to the respective open-source license terms. The company ensures that the use of such open-source components does not violate the license terms that would prohibit such use.

7. Customer Obligations

7.1. Exercise of Usage Rights

The customer is obliged to exercise the usage rights only to the extent granted. The customer is fully responsible for the safekeeping of their access data and passwords. The customer is solely responsible for the content of the data and information captured.

7.2. Obligations to Cooperate

‍The customer is obligated to promptly undertake all necessary preparations required for the provision of the service by the company. The customer must make the necessary arrangements at the agreed location, at the agreed time, and to the agreed extent. Depending on the circumstances, this may include providing suitable information and making documents available to the company. 

 Furthermore, the customer is obliged to provide comprehensive and prompt cooperation. The customer must provide the company with any documents required for the provision of the service completely and correctly. The company may assume that the information and documents provided are correct, complete, and comply with legal cooperation and disclosure obligations. The company is only responsible for verifying the accuracy and correctness of the customer's information, documents, and figures if this has been expressly agreed upon in writing beforehand.

7.3. Further Obligations

The customer is fully responsible for the safekeeping of their access data and passwords. The customer is also responsible for the content of the data and information captured. The company is entitled to monitor the behavior of customers in connection with the use of Robolem's online platform. 
The company is particularly authorized to check the legality of the content captured by the customer on the online platform at any time. 
 By accepting these terms and conditions, the customer confirms that they have unrestricted legal capacity and are of legal age. The customer expressly declares upon registration that all information provided is true, current, and in accordance with the rights of third parties, good morals, and the law.

7.4. Appointment Scheduling and Cancellation Policy

The customer agrees to adhere to scheduled appointments for the fulfillment of the service. If the customer is unable to attend a scheduled appointment, they are required to notify the company at least 24 hours prior to the planned appointment. In the event of the customer's non-appearance or cancellation later than 24 hours before the scheduled appointment, the full duration of the service time allocated for the appointment will be invoiced to the customer.

8. Cancellation

8.1. Services

Both parties have the right to terminate the contract at any time. The terminating party must fully compensate the other party for any expenses already incurred. Termination at inopportune times is not permitted. The customer will be invoiced for the costs incurred due to the termination. The exact amount will be communicated to the customer upon contract conclusion. For contracts concerning recurring services and regulated by a separate service agreement, additional notice periods may be specified. These notice periods will then be binding and complement the conditions mentioned here.

8.2. Products

An exchange of products is generally excluded.‍

9. Reservation of ownership

The ownership of the products remains with the company until the full payment of the purchase price. Until then, the customer may not dispose of the products, in particular, neither sell, rent, nor pledge them.

10. Warranty

Any defects must be reported to the company immediately. 

It is at the company's discretion to decide whether the defective product will be repaired or replaced. Only if a replacement or repair is not possible does the customer have the right to a reduction in price or a refund of the purchase price. The right to a refund of costs for repairs carried out by third parties is excluded. During the repair period, the customer is not entitled to a replacement product. The warranty period starts anew for the repaired component, while the original warranty period continues for the remaining components of the product. Repaired consumable parts are covered by a separate warranty period of 3 months. Repairs are generally carried out at the company's premises. The customer is responsible for delivering or shipping the product to the company at their own expense. Upon the customer's request, on-site repair is possible; however, the customer bears the associated travel costs.The company strives to maintain a high quality of the services provided and products delivered.

11. Liability

11.1. In general

The liability for any indirect damages and consequential damages is completely excluded. The liability for direct damages is limited to the total amount of the service, product, or license purchased by the customer.

The customer is obliged to report any damages to the company immediately. Any liability for auxiliary persons is completely excluded.

12. Intellectual Property Rights

All rights to the products, services, and any trademarks belong to the Company or it is authorized to use them by the owner. 
Neither these terms and conditions nor any related individual agreements include the transfer of intellectual property rights, unless explicitly stated. 
Furthermore, any reuse, publication, or provision of information, images, texts, or other material received by the customer in connection with these provisions is prohibited, unless explicitly approved by the Company. 
If the customer uses content, text, or visual material in connection with the Company in which third parties have intellectual property rights, the customer must ensure that no third-party rights are infringed.

13. Data protection

The company may process and use the data collected during the conclusion of the contract to fulfill its obligations under the contract. The company takes measures to secure the data in accordance with legal requirements. The customer fully agrees to the storage and contractual use of their data by the company and is aware that the company is obliged and entitled, on the order of courts or authorities, to disclose information from the customer to them or third parties. Unless the customer has expressly prohibited it, the company may use the data for marketing purposes and may disclose it to its partners for advertising purposes. The data necessary for the performance of the service may also be disclosed to commissioned service partners or other third parties.

Furthermore, the privacy policy applies.  ​

14. Changes

These General Terms and Conditions may be amended by the Company at any time. The new version shall come into effect upon publication on the Company's website. For customers, the version of the GTC in force at the time of contract conclusion generally applies. Unless the customer has agreed to a newer version of the GTC.

15. Priority

These terms and conditions supersede all prior provisions and agreements. Only provisions from individual contracts that further specify the provisions of these terms and conditions shall take precedence over these terms and conditions.

16. Severability Clause

If any provision of this contract or any attachment to this contract is or becomes invalid, the validity of the contract as a whole shall not be affected thereby. The parties shall replace the invalid provision with a valid provision that comes as close as possible to achieving the intended economic purpose of the invalid provision. The same shall apply to any potential gaps in the contract.

17. Confidentiality

Both parties, as well as their assistants, undertake to treat all information related to the services provided or acquired in confidence. This obligation remains in effect even after the termination of the contract.

18. Force Majeure

In the event that timely fulfillment by the Company, its suppliers, or third parties involved is rendered impossible due to force majeure, such as pandemics, natural disasters, earthquakes, volcanic eruptions, avalanches, storms, wars, civil disturbances, revolutions, and uprisings, terrorism, sabotage, strikes, nuclear accidents, or reactor damage, the Company is relieved of its obligations for the duration of the force majeure and for a reasonable period thereafter. If the force majeure persists for more than 30 days, the Company may terminate the contract. The Company shall fully refund any consideration already provided by the customer. 

Any further claims, especially claims for damages due to force majeure, are excluded.

19. Applicable Law / Jurisdiction

These Terms and Conditions are governed by Swiss law. Unless mandatory legal provisions take precedence, the court at the domicile of the Company shall have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.