General Terms and Conditions (GTC) Securiton AG

(Delivery and Installation)

1. Scope
1.1 The following conditions are an integral part of the customer contract and govern the delivery of materials and the installation of Securiton systems.
1.2 In case of contradictions between the contract and the GTC, the conditions of the contract shall take precedence; the GTCs of Securiton take precedence over any terms and conditions of the customer.
1.3 If necessary, invalid conditions of the GTC shall be replaced by the parties with new legally valid agreements which ensurethe economic interests of both parties as far as possible.
1.4 The conditions of the SIA standards 118, 380/7 and 108 are subsidiary to the contract and the Securiton GTC.

2. Contract Conclusion and Written Form
2.1 Without explicit agreement anofferremains valid for30 days.
2.2 The contract is legally concluded when a contract for services signed by all parties or a written confirmation of the order is in Securiton‘s possession.
2.3 Later alternatives and supplements to the contract are not effective until the parties have agreed inwriting. Reclamations, reminders, complaints,etc. must be submitted in writing.

3. Pre-contractual Specifications
3.1 The information in offers, brochures, drawings, etc. is based on valid specifications and the state of the technology at the time of the offer. Changes up to delivery date are reserved in so far as they do not affect functional use.

4. Scope of Services
4.1 Securiton always provides tried and tested, smooth-running, state-of-the-art systems in a standard version; otherwise the delivery complies with the description of services in the contract. The installed software is always provided in the current standard version at the time of contract conclusion. Securiton reserves the right to deliver the latest version provided it has the same or improved features.
4.2 Securiton explicitly reserves the right to deviate from the agreed individual performance features of the products providing no  functional restrictions result from the deviation. The customer shall accept any changes arising thereby. However, Securiton is not obliged to undertake such alterations on products already manufactured or delivered.
4.3 Securiton provides a standard system manual or standard operating instructions. Additional system manuals or instructions are only provided at extra charge.

5. Changes of Scope of Delivery
5.1 Changes to the scope of the contract can affect agreed prices  and deadlines. Namely,the following additional services are charged separately providing they have not been explicitly agreed upon as an integral part of the contract:

• a) Revision of solution suggestions as well as redrafting construction documents due to changes in the building structure or new concepts of the customer.
• b) Setting up provisional systems or test systems.
• c) Drafting documentation for special construction made necessary by structural considerations.
• d) Followup instructions for outside craftsmen, installers, customers or users.
• e) Extending or adapting standard software.
• f) Waiting periods due to blocked access to system parts or locations of devices.
• g) Clarification or drafting drawings and diagrams for devices provided on site.
• h) Connecting and testing foreign signals and circuits.
• i) Extraordinary visits to the constructions site and meetings due to changes made necessary by structural considerations.
• j) Services required by the fire department, police or building insurance or other performances demanded by other organs, such as certification, situational plans, etc.
• k) Coordination, meetings and clarification with thirdparties or sub-contractors appointed by the customer.

6. Project Execution
6.1 The customer shall promptly appoint a contact person in writing after conclusion of the contract. The customer is responsible for the coordination of the commissioned contractors. Additional efforts on the part of Securiton due to non-adherence to the coordination conditions shall be charged separately.
6.2 The customer is obliged to inform Securiton in a timely manner of any special legal or official or other regulations and conditions which affect execution, delivery, assembly and the operation of the contract object.
6.3 Securiton reserves the right to transfer partial orders to suitable sub-contractors.

7. Advanced performances by the Customer
7.1 The customer shall provide timely and professional execution of advance work required for the mounting of devices or contractually determined preliminary structural work and assembly aids. Securiton shall be informed of construction progress. Securiton shall be informed of construction progress in a timely manner.
7.2 If electrical installations are supplied by the customer, they must be faultless and tested with connection points clearly designated. Additional expenditure and damage resulting from defective wiring which does not comply with the specifications shall be charged to the customer. The assembly of electronic components requires rooms free of dust from construction work during and after installation thereof.

8. Installation
8.1 Installation takes place in cooperation with the customer. The customer ensures that Securiton has unhindered access without waiting times to the system parts and sites. For safekeeping of material, devices and tools Securiton shall be provided with suitable rooms which can be locked.
8.2 Should there be special safety precautions for the operation of the systems at the site of installation or stationary connections, the customer will fulfil the requirements to enable unimpeded execution of the contract in a timely manner without additional expenditure for Securiton. Furthermore, the customer shall provide Securiton with any necessary assistants, free of charge, for system commissioning. Should, for any reason, the work need to be executed outside normal working hours, the resulting additional expenses will be charged according to current rates by Securiton.
8.3 Securiton AG shall satisfy the conditions of the EKAS guideline no. 6512 (working equipment) and insists on adherence to them when equipment is supplied by the customer or thirdparties. In particular, this applies to scaffolding, hydraulic ramps and electrical supply to the construction site. Ladders are not permitted for work done at a height over3 m.

9. Integrating Foreign Systems
9.1 All systems which exchange data with Securiton products are considered foreign.
9.2 On integrating foreign systems Securiton is not liable for the performance and features which have been warranted by the manufacturer of the foreign system. Costs which may arise on the part of the foreign system are not included in Securiton‘s quotations and offers unless they are explicitly specified. Securiton strives to point out such expected costs which they are aware of. No legal consequences shall arise for Securiton on failure to mention even known costs.
9.3 The customer bears responsibility for the description and testing of the functional scope of foreign system integration and is obliged to raise objections on deviations from the plan in time. Should the customer not provide a description, Securiton will integrate the subsystem functionally according to their own requirements. However, the customer shall have no right to subsequent rework.
9.4 The customer must ensure that the necessary infrastructure such as telephone lines or IP networks is operational for any remote alarms or data transfer. Operation should be arranged with telecom and network providers so that the required accessibility is guaranteed at all times for alarm or data transfer.

10. Delivery Dates
10.1 The delivery dates and periods noted in the quotations are non-binding aids to orientation. The delivery deadlines become effective as soon as official formalities such as import and payment permits have been submitted, payments due and any securities have been fulfilled and the relevant technical points have been clarified.
10.2 Exclusively delivery dates agreed in the contract are valid under reservation of force majeur (war, strike, etc.), transport problems, official embargos as well as late delivery by sub-contractors. Delivery may also be delayed if:

• a) Securiton has notreceived therequired information for execution on time or if the customer has changed it subsequently thereby causing a delay in delivery;
• b) the customer is late with the work to be executed by him or is behind in his fulfilment of contractual obligations, in particular, if he is in arrears with payments.

10.3 Securiton is not liable for construction delays. The resulting costs and efforts involved shall be calculated according to the current work fees.
10.4 If the customer is helped out in case of delay with substitute deliveries, then any claims for damages become invalid.
10.5 Deliveries to resellers All orders are to be made in writing, by fax or by e-mail whereby the following information is essential: Amount, article number, designation. Products ordered as samples will be invoiced 14 days after date of delivery. Sample products in perfect condition and returned in their original packaging within a month after invoicing will be credited at 100 %. Delivery conditions: The products shall in general be supplied immediately from stock. Should delivery from stock not be possible, the estimated delivery date will be indicated in the order confirmation. Should it not be possible to process an order with a single delivery, no charges will be made for subsequent deliveries.

11. Acceptance
11.1 Securiton shall inform the customer in good time of the acceptance test date. An acceptance protocol will be drawn up and signed by the customer and Securiton. The protocol shall recordwhether acceptance has been given or refused.
11.2 Acceptance may only be refused if there are significant defects. In the case of minor defects which do not significantly affect the performance of the delivered product, acceptance is considered successful. The customer must set a reasonable deadline for the subsequent repair of the recorded defects by Securiton.
11.3 Acceptance is also considered successful:

• a) if acceptance cannot be carried out on the scheduled date through no fault on the part of Securiton,
• b) if the customer should without cause refuse acceptance or signature of the protocol, or
• c) as soon as the customer begins to use the products of Securiton.

11.4 Should the customer not be present for acceptance without just cause or if acceptance is refused, the right to use the product is revoked and Securiton can deactivate the system. The assertion of the right to expenses resulting thereby is reserved.
11.5 With acceptance the contract has been fulfilled and the warranty and limitation period for transfer of ownership take effect.

12. Passing of Ownership and Risk
12.1 Ownership and risk pass to the customer on delivery ex factory on the latest. Should the delivery be delayed or made impossible through no fault of Securiton the products will be stored and insured at the expense and risk of the customer.

13. Prices and Payment
13.1 The prices are given in Swiss francs excludingVAT. Any taxes e.g.VATshall be charged to the customer at the respective current rates. Deductions from the invoiced amount by the customer are not permitted.
13.2 Payment is to be made: 30% per order, per delivery and per commissioning within 10 days of invoice on account; 10% on final invoice within 30 days.
13.3 Securiton reserves the right to adapt prices in case wages or material prices fluctuate in the period between the offering and contractual delivery. These price adaptations arein accordance with the gliding scale formula of the VSM.
13.4 The customer may make counterclaims, even if they originate in the same contract, only with the written consent of Securiton.
13.5 Scheduled work will be billed separately on a continual basis. Any discounts on contract performance are not applicable to scheduled work. For work performed outside regular working hours the following surcharges shall apply: Monday to Friday 08.00 pm to 6.00 am plus 50 %; Saturday midnight to midnight plus 50 %; Sundays and official holidays midnight to midnight plus 100 %.
13.6 Payment deadlines are also to be met when transport, delivery, assembly, commissioning or acceptance of the system have been delayed or not possible through no fault of Securiton.
13.7 It Is prohibited to make reductions or withhold payment on the grounds of complaints,claims or counterclaims of the customer which are not recognised by Securiton. Payment is to be effected even if insignificant parts are missing but do not make the intended use of the product impossible or if subsequent work on the system proves necessary.
13.8 Should the customer not meet the agreed payment dates, 5 % interest on default shall be paid annually as of due date without special request for payment. Through payment of interest the obligation to payment agreed by contract is not cancelled.
13.9 If individual system components have been assembled or if there are considerable interruptions on the part of construction Securiton can make out partial invoices for all the work performed to date.
13.10 Should the customer not meet payment as agreed in the contract, Securiton is entitled to adhere to the contract or to withdraw and to claim damages in either case.
13.11 If the customer is behind on further payments or should Securiton seriously fear that the customer will not make full payment on time owing to circumstances arising after contract conclusion, Securiton is without restriction legally entitled to stop further performance of the contract and to withhold goods ready for delivery until new payment and delivery conditions can be agreed. Should a corresponding agreement not be realised within a reasonable period of time, Securiton has the right to withdraw from the contract and request damages.

14. Reservation of Ownership
14.1 Securiton remains the owner of the delivered product until payment has been made in full. The customer is obliged to take the necessary measures to protect the property of Securiton; in particular, Securiton shall be authorised, at the conclusion of the contract, to undertake the registration or the notice of reservation of ownership in public registries, books or such subject to the corresponding legal provisions and to fulfil all related formalities in this respect at the customer‘s expense.
14.2 The customer shall maintain the delivered objects at his expense for the duration of reservation of ownership and insure the object on behalf of Securiton against theft, damage, fire, water and other risks.

15. Product Warranty
15.1 For a period of 12 months as of delivery ex factory or on installation by Securiton as of acceptance, Securiton assumes warranty that, with respect to their performance, the delivered products essentially conform to performance specifications described in the contract. Should delivery be delayed for any reasons for which Securiton cannot be held responsible, the warranty period ends 12 months after readiness for dispatch.
15.2 In the event of defects as a result of material, construction or processing errors Securiton is obliged to make repairs of their own choice or to provide replacement free of charge. Parts replaced on warranty are the property of Securiton. Necessary repairs can be performed by Securiton during business hours by arrangement with the customer. For maintenance work outside Securiton‘s business hours a maintenance agreement is to be concluded.
15.3 As long as the customer is behind on payment, Securiton can refuse any warranty services. There is no discontinuation of the warranty period.
15.4 Damage due to normal wear and tear is excluded from the warranty as well as inadequate maintenance, non-observance of operating instructions, excessive use, unforeseen external effects, unsuitable operating agents, customer or third-party intervention in the hardware or software (i.e. hacking), chemical or electrolytic influence, faulty construction or assembly not executed by Securiton and as a consequence of other causes not within the responsibility of Securiton.
15.5 In particular, Securiton is not liable for consequential damage such as e.g.:
– police, fire-brigade or alarm response actions;
– security measures to be taken by the customer especially on partial or complete decommissioning of the system also as a result of repairservices;
– direct or indirect consequences of false alarms;
– accidental activation of extinguishing systems (extinguishing agent substitution and consequential damage);
– the deployment of security guards;
– compensation for additional expenditure of the system operator or any thirdparty;
– lost profits;
– impairment of the system‘s function due to structural changes;
– damage resulting from loss of data; the customer is responsible for archiving of data.
15.6 The warranty expires when the customer or any third party executes intervention ( hacking), changes, repairs or other works of maintenance on the delivered product without written consent from Securiton; moreover, when the customer does not take suitable measures immediately to avoid greater damage.

16. Proprietary and Intangible Property Rights
16.1 Proprietary and intangible property rights on all drawings, designs, circuitry, offers, etc. remain with Securiton. This documentation may not be made accessible to third parties without previous written consent from Securiton and may not be copied or used for the manufacture of these objects.
16.2 The customer may not alter in any way the designations, copyright marks, trademarks or proprietary information of Securiton.
16.3 The intellectual property and the right to further use are reserved by Securiton or their licensers even if the customer subsequently makes changes to the product.
16.4 Any extension or change to the product by the customer requires the written consent of Securiton.
16.5 The customer shall take necessary measures to protect computer programs, workresults and documentation from unwanted access, misuse and computer viruses.

17. Property Rights
17.1 Securiton cannot be held liable for inadvertent conflicts with commercial property rights of any thirdparty.

18. Liability
18.1 Securiton is covered by comprehensive liability insurance for damage to persons or property up to a total of CHF 30 million. Liability for pecuniary loss is restricted to CHF 3 million. Any further liability of Securiton is excluded.
18.2 On request the customer may view the insurance policy in question.

19. Applicable Law, Jurisdiction
19.1 Swiss law shall govern the GTC. The applicability of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is explicitly excluded. Insofar as no binding law exists the venue for proceedings shall be Bern. Securiton is entitled to prosecute the contractor at the site of the system installation. In case of doubt or in court the German version of the General Terms and Conditions shall be exclusively applicable.

Securiton AG
Alarm and Security Systems
Head Office
Alpenstrasse 20, CH-3052 Zollikofen/Bern
Phone 0319101122, fax 0319101616

An enterprise of the Securitas Group Switzerland 
SQS certificate according to ISO 9001:2000