General Terms and Conditions

1. Scope and Applicability

These General Terms and Conditions (GTC) apply to all business relationships between you and Unisto AG, Switzerland, or the Unisto company responsible for Switzerland (hereinafter: “we”, “us” or “our”), in particular for the sale, delivery, development, customisation and manufacture of products in the areas of security seals, identification and marking solutions, brand profiling, customer-specific product developments, and for all related services.

Our services include, in particular, the distribution of standard products, the manufacture and delivery of customer-specific products, the development and elaboration of individual solutions, design, conception and development services, sampling, approval processes, quality controls, project-related consulting and, where agreed, logistics and other ancillary services.

These GTC apply irrespective of whether the contract is concluded via our website, through an online ordering process, on the basis of a quotation, an order confirmation, within the framework of a project or in any other manner.

Where our products or services contain or require electronic seals, apps, software, firmware, portals, consoles, cloud-based services, digital functions or other software-based components, the respectively applicable licence, usage, service and data protection terms shall apply in addition, in particular any End User License Agreements (EULA), App Terms of Use, Service Descriptions & Terms and any Data Processing Agreement (DPA). To the extent applicable to the relevant service or referenced in the quotation, order, product description or digital application, these supplementary terms form an integral part of the contract.

In the event of inconsistencies between these GTC and supplementary software-, app-, service- or data protection-related terms, the specific terms shall prevail for the relevant software, app, firmware, digital function, digital service or data processing. Where a data processing agreement is applicable, its provisions shall prevail with regard to the processing of personal data.

We reserve the right to amend these GTC at any time. The GTC in force at the time of the binding order, acceptance of our quotation or other conclusion of the contract shall apply. Individual agreements concluded between you and us shall take precedence over these GTC. Your own general terms and conditions as well as any deviating or conflicting general terms and conditions shall not apply between you and us and are hereby expressly excluded.

2. Notice before Acceptance of Quotation

Please read these GTC and the following provisions carefully before placing an order, accepting our quotation or entering into any other agreement with us. By placing a binding order, accepting our quotation or concluding a contract, you agree to the provisions of these GTC and to our Privacy Policy.

You also expressly confirm that you are authorised to enter into legally binding contracts for yourself and/or for a third party, for example for your employer, an affiliated company, the recipient of the products or any other principal.

3. Conclusion of Contract

A contract between you and us is concluded if you submit an enquiry by telephone, in writing, electronically, via a contact form, through our website or in any other manner and we subsequently provide you with a quotation which you accept within the period stated therein.

Our written quotations are generally valid for 30 days from the date of issue, unless a different validity period is stated in the quotation. By accepting the quotation, you accept the services, products, prices, technical specifications, delivery terms and other contractual components stated therein as well as the provisions of these GTC.

A contract may also be concluded if you order products from us and we expressly confirm that order, commence performance of the order or dispatch the ordered products. If we provide an online shop or an electronic ordering option, the presentation of products and services does not constitute a legally binding offer, but rather a non-binding invitation to place an order.

A binding contract between you and us is concluded at the latest upon our written order confirmation, upon commencement of production, upon dispatch of the products or upon commencement of the provision of services. Unless otherwise agreed, emails and other electronic means of communication are equivalent to written form.

We reserve the right to reject or cancel orders or enquiries at our own discretion. This applies in particular, but not exclusively, if products are unavailable, technical requirements cannot be implemented or cannot be implemented with reasonable effort, payments are not authorised, payment is not received, you breach these GTC or there is suspicion of fraudulent or otherwise unlawful conduct.

4. Our Obligations / Our Services

We undertake to perform the agreed services carefully, diligently and faithfully. In doing so, we provide our services to the best of our knowledge and applying our expertise and experience. We deploy qualified and professionally competent employees and supervise and monitor them during the provision of services.

The scope of our services is determined by the respective quotation, order confirmation, product description, order or by a separately concluded contract. Unless otherwise agreed, we owe only the expressly agreed services and characteristics.

We are entitled, at our own discretion, to engage third parties for the performance of the order or provision of the service. In such case, we shall ensure that the contractual obligations applicable to us are also binding upon the engaged third party and are complied with by such third party. Where possible, we shall notify you in advance of the engagement of third parties if this is appropriate in view of the matter or expedient from an organisational perspective.

Where we provide consulting, conception, design, development or other project-related services, we do so to the best of our knowledge and in accordance with the standard applicable to the respective service. We do not assume any guarantee for a specific commercial, advertising, security-related or other success of such services, unless expressly agreed otherwise in writing.

5. Duties to Cooperate / Your Obligations

We provide our services on the basis of the information, documents, files, specifications, drawings, design requirements, logos, texts, trademarks, quantity details, colour definitions, technical requirements, application descriptions and other data provided by you. You undertake to support us to the best of your knowledge and belief and to provide all information and documents required for the proper provision of services in a timely, complete and suitable form.

In particular, you are obliged to carefully review and approve all content, specifications and other requirements provided by you before production begins. This applies in particular to technical information, print data, layouts, colours, typefaces, logos, serial numbers, barcodes, coding, dimensions, quantities, material specifications and all other product-specific features.

If you fail to comply with your duties to cooperate or provide us with incorrect, incomplete, contradictory or unsuitable information, you shall bear the consequences arising therefrom. In such case, you shall, to the extent permitted by law, fully indemnify us from any liability. This applies in particular to defects, delays, additional costs, faulty production, legal infringements or other disadvantages attributable to incorrect or incomplete information on your part.

You warrant that all content, documents, designs, trademarks, logos, texts or other specifications provided by you are free from third-party rights or that you possess the necessary rights of use. You shall indemnify us against all third-party claims asserted due to an infringement of copyrights, trademark rights, design rights, personality rights or other rights through the use of your specifications.

6. Changes to Services

We endeavour to take account of your change requests during the provision of services to the extent we deem reasonable. If the requested changes affect the contractually agreed services, in particular our workload, production planning, technical execution, delivery period or costs, we shall agree in advance on an appropriate adjustment of the contractual terms or the quotation.

This includes, in particular, an adjustment of the remuneration, production time, delivery dates and, where applicable, the need for new approvals or samples. Changes requested by you after approval of drafts, samples, drawings or production data may result in additional costs and delays, which shall be borne by you.

We are entitled to make minor changes to construction, material, execution or packaging, provided these are objectively justified and do not unreasonably impair the function, commercial purpose or agreed essential characteristics of the products.

7. Prices, Remuneration and Ancillary Costs

Remuneration shall generally be based on the applicable quotation, order confirmation, order or concluded contract. Unless expressly stated otherwise, all prices are quoted in Swiss francs (CHF) exclusive of statutory value added tax.

Additional costs, in particular for packaging, shipping, transport, insurance, customs duties, import charges, export formalities, inspections, samples, tools, special devices, graphic processing, production approvals, urgent orders or project-related additional services, shall be invoiced separately unless expressly included in the offer.

We reserve the right to adjust prices at any time. The decisive price shall be the price at the time of the binding order, acceptance of the quotation or other conclusion of the contract. In the case of continuing obligations, follow-up orders or longer-term projects, we reserve the right to appropriately pass on price changes due to increased material, energy, transport, wage or procurement costs.

8. Invoicing, Payment Terms and Default

After the order, acceptance of our quotation or conclusion of the contract, and unless otherwise agreed, the agreed remuneration shall become due for payment. Unless otherwise agreed, our invoices are payable within 30 days from the invoice date without any deduction.

We are entitled to request advance payments, instalment payments, partial payments or security. This applies in particular to customer-specific products, projects involving development work, larger orders, first orders or if there are doubts as to your solvency.

If we offer you payment by invoice or in instalments, you will receive the invoice in electronic or another suitable form. Payment must be made within the specified period. If payment is not made on time, we are entitled to withhold production, delivery or other provision of services until the outstanding claims have been paid in full.

You expressly authorise us, at our own discretion, to carry out credit checks and, for this purpose, to disclose your data to third parties.

Irrespective of any payment provisions to the contrary on your part, we are entitled to allocate incoming payments in the following order: first to outstanding costs, then to interest and finally to the principal claim. Allocation shall be made to the oldest outstanding claim in each case.

9. Delivery, Dispatch, Partial Deliveries and Passing of Risk

Unless expressly agreed otherwise, delivery and dispatch of our products shall take place ex works, ex warehouse or ex production facility. Delivery dates and delivery periods, in particular in order confirmations, shall generally be deemed non-binding guidelines unless expressly confirmed in writing as binding.

Partial deliveries are permitted to the extent they are reasonable for you. We are entitled to invoice such partial deliveries separately.

Dispatch of the goods shall be at your expense and risk, unless the parties expressly agree otherwise. The risk of accidental loss or accidental deterioration of the goods passes to you at the latest when the goods leave our works or when the goods are handed over to the transport service provider. This also applies if transport is organised or arranged by us.

Transport insurance will be taken out only upon express request and at your expense. You are obliged to inspect the goods immediately upon receipt for transport damage. Any damage or loss must be reported immediately to the responsible transport service provider and documented accordingly. If you fail to make such report or documentation, any resulting claims against the transport service provider or us shall be excluded.

Delivery delays due to force majeure, supply shortages, production disruptions, official measures, shortage of raw materials, transport problems or other circumstances beyond our control shall not give rise to any claims for damages.

10. Retention of Title

The delivered products remain our property until full payment of all claims arising from the business relationship. We are entitled to have a corresponding retention of title entered in the competent register.

11. Warranty and Notice of Defects

We warrant that the delivered products correspond to the warranted characteristics and are free from defects that materially impair their value or suitability for the intended use.

You are obliged to inspect the delivered products immediately upon receipt for correctness, completeness and any damage. Defects, damage or other complaints must be notified to us in writing within 10 working days of receipt. Defects which could not be detected during a proper inspection and only become apparent later must be notified to us in writing immediately after their discovery. If you fail to inspect the products immediately or to give notice of defects within the prescribed period, the products shall be deemed approved and you shall no longer be entitled to assert claims against us.

Your warranty claims are limited to rectification or replacement delivery, to the exclusion of all other claims, in particular rescission, reduction of the purchase price or compensation for indirect damage and consequential damage. We shall decide at our own discretion whether rectification or replacement delivery is to take place. If rectification or replacement delivery fails or is impossible, you shall be entitled to withdraw from the contract only in the case of material defects.

Rectification shall generally take place at our registered office or at a location designated by us, unless the parties expressly agree otherwise. For this purpose, you must send the product complained of to the address designated by us.

The return of products complained of to us shall be carried out by you and at your expense and risk. You are obliged to package the products properly and choose a shipping method appropriate to the value, nature and sensitivity of the product. You bear the risk of loss, damage or deterioration during return transport. To the extent we carry out rectification, repair or replacement delivery under the warranty, we shall bear the costs of returning the rectified, repaired or replaced product to you. Accordingly, you bear the costs and risk of transport to us, while we bear the costs of return shipment to you. Further transport, packaging, insurance, customs, dismantling, assembly or other ancillary costs shall only be assumed if expressly agreed in writing or if mandatory law provides otherwise.

For digital services, apps, portals, consoles, software-based functions and cloud-based services, the following also applies: unless a service level agreement or a specific characteristic has been expressly agreed, such services are provided on a best-effort basis. A specific availability, response time, freedom from errors, compatibility, data completeness or suitability for a specific purpose is owed only if expressly agreed in writing. If a digital service materially deviates from the expressly agreed service description, we shall, at our dutiful discretion and to the extent economically reasonable, endeavour to remedy the deviation.

Warranty claims are excluded if the defect is attributable to improper use, storage, installation, further processing, alteration, inadequate maintenance, unsuitable operating conditions or other circumstances outside our area of responsibility.

12. Special Provisions for Security Seals

Security seals, seals, identification and securing solutions serve to identify, secure and evidence unauthorised opening or tampering attempts. However, they do not constitute an absolute guarantee that tampering, theft, loss, unauthorised access or other security-relevant events will in every case be prevented, detected or excluded.

The selection of the suitable product for the specific application is generally your responsibility, unless a specific product recommendation or suitability assurance for a particular intended use has been expressly agreed in writing. Before use, you are obliged to verify yourself whether the selected product is suitable for the intended application and meets the desired security-related, organisational or logistical requirements.

Information regarding security features, material properties, tensile strength, numbering, coding, barcode, customisation, tamper evidence, conformity with certain standards or certificates shall apply only to the extent such characteristics are expressly agreed for the specifically delivered product or are stated in the relevant product description, quotation or order confirmation.

Improper use, unsuitable storage, incorrect installation, improper removal, reuse, use outside the intended area of application or use of the products in connection with unsuitable systems or processes shall not constitute a defect and shall not give rise to any warranty or liability claims.

Electronic seals, digital seals or other products equipped with electronic components may be battery-operated or otherwise dependent on an internal or external power supply. Information regarding battery life, operating duration, signal transmission, alarm function, location tracking, data recording, data storage, connectivity, activation duration or other electronic characteristics shall, unless expressly agreed in writing as warranted characteristics, constitute non-binding guidelines only.

The actual battery life and functional duration depend in particular on the type and intensity of use, storage duration, temperature, humidity, environmental conditions, time of activation, frequency of signal transmissions, configured transmission intervals, network coverage, signal strength, any GPS, radio, mobile communication or other communication influences as well as further external or operational factors.

A shortened battery life, discharge, reduction in capacity, reduced transmission performance, restricted data transmission or other impairment of electronic functions shall not constitute a defect.

Before and during use, you are obliged to verify yourself whether the electronic seal or the respective electronic product is suitable for the intended purpose and has sufficient energy status as well as the required technical readiness for use. This also concerns, in particular, mechanical robustness, protection against environmental influences, temperature range, protection against dust and moisture, resistance to shocks, vibrations or mechanical stress as well as other technical characteristics relevant to the specific area of application. Unless expressly agreed otherwise in writing, we do not assume any guarantee for a specific minimum battery life, uninterrupted data transmission, the availability of electronic functions at all times or the complete recording, transmission or storage of data.

Where electronic seals or comparable products are connected to external technical systems, platforms, mobile networks, GPS services, radio connections, software solutions, interfaces or other third-party infrastructures, responsibility for the suitability, availability, compatibility and proper operation of such systems lies with you or the respective third-party provider, unless expressly agreed otherwise. Functional impairments, transmission interruptions, data losses or other restrictions attributable to such third-party infrastructures or their interaction with the product shall not constitute a defect.

Where digital services, apps, portals, consoles or cloud-based services are used, these require in particular a compatible end device, a compatible operating system, a functioning internet connection, activated and functioning Bluetooth, activated location services or GPS, granted app permissions, a current app version, functioning cloud and server connections as well as the proper login of an authorised user. We do not warrant that apps, data transmissions or digital functions will operate without disruption with all end devices, operating systems, Bluetooth implementations, networks or configurations.

Where we provide you with an administrator account, user accounts, a console, a portal or other access rights, you are responsible for managing authorised users, their access rights and their use. You must ensure that user rights are granted only to authorised persons, withdrawn immediately when the authorisation ceases to apply, and that access data is treated confidentially. You must inform us immediately if access data is compromised or if there is suspicion of unauthorised access, security breaches or other misuse.

Where digital services, apps, electronic seals or other software-based functions record usage processes, in particular closing and opening operations, time stamps, location data, user information, app activities, photos and other system-related information may be logged and stored within the scope of the relevant service. These logs and records serve to document the use and function of the respective solution.

Unless otherwise provided in Service Description & Terms, App Terms of Use, a data processing agreement or any other agreement, such logs and records are stored for at least 90 days. It is your responsibility to secure in good time any data, records, logs or exports that you require beyond this period. Without an express agreement, we do not owe permanent retention, backups or restoration of such data.

You are obliged to ensure that the current version of the app, software, firmware or other digital component is used and that security updates, firmware updates, software updates or other technical adjustments communicated by us are implemented in good time in accordance with our instructions. If you fail to carry out such updates or if our instructions are not complied with, this may impair the functionality of the relevant products or services. We assume no liability for any resulting disruptions, loss of function, security risks or damage; furthermore, warranty claims may lapse to the extent the asserted defect is attributable to the omitted or defective update.

13. Special Provisions for Brand Profiling and Customer-Specific Products

For services in the areas of brand profiling, product customisation, design, development, sampling, printing, identification, branding, point-of-sale solutions, packaging solutions and other customer-specific products, production takes place on the basis of the specifications provided or approved by you.

You are obliged to carefully review and approve in writing all drafts, visualisations, samples, proofs, print data, texts, logos, colours, sizes, material definitions, placements, serial or article numbers and other product-specific information before production begins. By granting approval, you confirm the completeness and correctness of this information. After approval has been granted, complaints regarding the approved content, spellings, logos, colour choices, placements, dimensions or other approved features are generally excluded, provided the delivered item corresponds to the approval granted.

For customer-specific products, we reserve the right to customary and production-related tolerances, in particular with regard to colour, material structure, surface condition, feel, weight, dimensions, print image, workmanship and other optical or technical features. Such deviations shall not constitute a defect unless they materially impair the function or commercial purpose.

Tools, moulds, samples, prototypes, drafts, visualisations, technical drawings, layouts, print data preparations, design concepts and other interim results created in connection with customer-specific services shall, unless expressly agreed otherwise in writing, remain our property and be subject to our intellectual property rights.

14. Intellectual Property Rights / Customer Templates / Approvals

All rights in technical concepts, constructions, designs, drafts, visualisations, drawings, plans, documentation, approval samples, tools, prototypes or other work results created in connection with our products or services remain exclusively with us, unless expressly agreed otherwise in writing.

Without our prior written consent, such documents may not be reproduced, disclosed to third parties or used for other purposes. This applies in particular to technical documents or constructions in connection with products developed or manufactured on a customer-specific basis.

Where we provide you with software, firmware, apps, digital functions, consoles, portals, cloud-based services or other software-based components, you do not acquire any ownership or intellectual property rights therein. You receive only a simple, non-exclusive, non-transferable, revocable right of use limited to the agreed contractual term and the agreed internal business purpose, unless otherwise provided in an EULA, App Terms of Use, Service Description & Terms or other agreement.

Any use beyond this, in particular reproduction, modification, decompilation, reverse engineering, sublicensing, rental, disclosure to third parties, circumvention of technical protection measures or commercial exploitation outside the agreed purpose, is prohibited unless mandatory law provides otherwise.

To the extent we produce according to your templates, logos, designs, trademarks or other specifications, the rights in these customer specifications remain with you or with the respective rights holder. However, you grant us the rights of use required for the performance of the contract.

15. Liability

We shall be liable exclusively for damage caused and proven to have been caused by wilful intent or gross negligence on our part. Liability for slight and ordinary negligence as well as for indirect damage and consequential damage, irrespective of whether arising from contract, tort or any other legal basis, is expressly excluded. Indirect damage and consequential damage include, in particular, loss of profit, financial loss, production downtimes, loss of use, reputational damage and damage resulting from temporary impairments or interruptions in the use of our products or services.

Any liability for damage caused by improper use, storage, further processing, integration into other systems, combination with unsuitable products, faulty installation, incorrect approvals, inaccurate customer specifications or other causes within your sphere is excluded.

We shall not be liable for the failure to achieve a specific security purpose, a specific marketing success, a specific advertising effect, a specific increase in sales or any other commercial success, unless an express written assurance to that effect has been given.

In particular, we shall not be liable for damage, false alarms, transmission interruptions, data losses, functional failures or other impairments attributable to battery discharge, insufficient power supply, reduction in capacity, network coverage, radio interference, GPS or mobile communication problems, system incompatibilities, failures of third-party infrastructures or other electronic, software-related or telecommunications-related causes.

The foregoing exclusions and limitations of liability shall not apply in the event of culpable injury to life, limb or health caused by us or in cases of mandatory statutory liability, in particular under the provisions of the Swiss Product Liability Act.

Subject to the foregoing provisions, our total liability, irrespective of the legal basis and to the extent permitted by law, shall be limited to the amount of remuneration paid by you for the relevant delivery or service. To the extent permitted by law, our liability shall additionally be limited to the coverage amount of our existing business and product liability insurance.

In the event of circumstances beyond our sphere of influence and control (so-called force majeure), we assume no liability or responsibility for the non-performance, defective performance or delayed performance of our contractual obligations. An event beyond our sphere of influence includes, by way of example and without limitation: strikes, protest actions, lockouts or other industrial action by third parties, invasions, terrorist attacks, war, fire, explosions, storms, floods, earthquakes, epidemics, pandemics, other natural disasters, failures of public or private communication networks or the unusability of rail, shipping, air or road routes or other means of transport. If an event of force majeure occurs that affects our performance of the contract, we shall inform you thereof as soon as possible.

16. Data Protection / Confidentiality

We collect and process personal data exclusively within the framework of the statutory provisions, in particular in compliance with the applicable data protection laws. Further information on the processing of personal data, your rights and related matters can be found in our Privacy Policy, which forms an integral part of these GTC.

Where, within the scope of digital services, apps, electronic seals or other software-based services, we process personal data on behalf of the customer, the respectively applicable data protection agreements, in particular any data processing agreement, shall also apply. In the event of inconsistencies, the data protection agreements shall prevail over these GTC with regard to the processing of personal data.

You and we undertake to maintain the confidentiality of all information, data and knowledge disclosed before and during the term of this contract or otherwise obtained in connection with the performance of this contract, even if such information has not been expressly designated as secret or confidential. This shall not apply to the extent confidential information is generally known or publicly accessible or becomes generally known or publicly accessible in a lawful manner without any action by the receiving party.

We shall use confidential information only for the purpose of the proper handling and performance of this contract and shall take all suitable and appropriate measures to prevent any dissemination of such information in breach of contract. We are entitled to disclose documents and information to engaged third parties to the extent necessary and shall oblige such third parties to comply with the aforementioned confidentiality provision as well.

17. Contract Term and Termination of Digital Services

A contract for a delivery or one-off service generally ends upon full performance of the agreed service. In the case of ongoing digital services, app, portal, console, support, maintenance, service or licence agreements, the contract term is determined by the respective quotation, order, service description or individual agreement.

Where no fixed term has been agreed for ongoing digital services, app, portal, console, support, maintenance, service or licence agreements, either party may terminate these with 30 days’ notice to the end of a month. Deviating minimum terms or notice periods pursuant to the quotation, order, service description or individual agreement remain reserved.

Where a digital customer account is used exclusively for the management of certain registered electronic seals or services, we are entitled to terminate or deactivate the relevant account or service if no seals or other services are assigned to it any longer or if the underlying contractual relationship has ended.

Early termination for good cause remains reserved. Good cause exists in particular if you breach these GTC or supplementary terms of use, fail to make due payments, exceed rights of use, disregard security requirements, use products or digital services in an impermissible manner or if other circumstances arise which make continuation of the contractual relationship unreasonable for us.

Upon termination of the contract, payment claims already accrued, confidentiality obligations, restrictions on use, liability provisions and other provisions which by their nature continue to apply shall remain in force.

18. Severability

Severability

If any provision of these GTC is or becomes unlawful, invalid or unenforceable, this shall not affect the validity of the remaining provisions. Unless otherwise agreed, the invalid provision shall be deemed replaced by a valid provision that reflects as closely as possible the economic purpose of the provision and the parties’ intention at the time the contract was concluded. The same shall apply to any gaps in these GTC.

19. Applicable Law and Jurisdiction

These GTC, the contractual relationships based on them and all disputes arising therefrom shall be governed exclusively by substantive Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of jurisdiction for all disputes arising out of or in connection with these GTC shall be our registered office, unless mandatory statutory provisions prescribe otherwise.

Unisto AG, April 2026