Status of the terms and conditions 09.2023

(referred to as a company in the text) lotta

1.1 Offers that do not include an acceptance period (binding period) are not binding.

1.2 The contract was concluded when lotta sent the order confirmation and its attachments. If no specification is included there, the deliveries and services (collectively “delivery”) are carried out in accordance with the information in the technical specifications and the mandatory regulations and standards applicable in Switzerland at the time of the offer.

1.3 In the absence of any other written agreement, the customer acknowledges the binding nature of the present terms of delivery upon conclusion of the contract. The customer's conditions are not applicable.

1.4 Advertising brochures and catalogues are not binding.

2.1 lotta software is licensed and not sold at the end user license conditions individually agreed upon or issued with it. The license is exclusively entitled to use in connection with delivery. It can only be transferred together with the delivery.

2.2 If Lotta is controlled with third-party software, only the relevant delivery and license conditions of the relevant manufacturers apply.

2.3 If the software is used as open source software (“OSS”), the API interface is listed under the “License Information” section or in the Swagger API documentation for the software.

3.1 Processing of personal data:
As part of the use of the lotta management portal for access control, lotta stores and processes personal data of the customer and its end users, including but not limited to e-mail addresses, telephone numbers, first names, last names and particularly sensitive data, such as fingerprints, insofar as these are required to use the access control systems. Processing is carried out in strict compliance with the Swiss Data Protection Act (DSG) and the Data Protection Act Regulation (VDSG).

3.2 Data security and storage of biometric data:
lotta takes all necessary technical and organizational measures to protect personal and particularly sensitive data, such as fingerprints, unauthorised access, loss or misuse. Biometric data is never stored in raw format, but exclusively in an encrypted and pseudonymized form, e.g. as a mathematical template or hash value that is generated from the fingerprint. This data cannot be recalculated to reconstruct the original fingerprint. There is no central storage of raw data.

3.3 Rights of data subjects:
The customer and his end users have the following rights:

• Right to information: access to the data stored about you,
• Right of rectification: correction of incorrect data,
• Right to deletion: removal of personal data, unless there is a legal or contractual obligation to continue storage,
• Right to restrict processing: Restrict the use of your data,
• Right to data portability: Transfer of your data in machine-readable format.

Inquiries about these rights can be sent to lotta in writing or by e-mail.

3.4 Transfer of data to third parties:
lotta only passes on personal and particularly sensitive data to third parties if this is necessary to fulfill the contract (e.g. technical service providers or system integrators) or is required by law. In any case, it is ensured that the transfer is carried out in accordance with data protection law.

3.5 Storage period:
The personal and particularly sensitive data is only stored for as long as is necessary to fulfill the functionality of the management portal, to fulfill the contract or to comply with legal storage obligations. After the storage period has elapsed, the data is securely deleted or anonymized.

3.6 Consent and Responsibility:
The customer is responsible for ensuring that all personal and particularly sensitive data transmitted to lotta via the management portal has been collected lawfully. In particular, the express consent of data subjects must be obtained and documented when biometric data such as fingerprints are processed.

3.7 Data processing in third countries:
Should personal or particularly sensitive data be processed outside Switzerland or the European Economic Area (EEA), lotta ensures that the requirements of data protection law are met. This includes the conclusion of standard contractual clauses or the implementation of equivalent protective measures.

3.8 Contact for privacy inquiries:
For data protection inquiries in connection with the management portal, Lotta can be contacted at the address given in the legal notice or by e-mail to hello@lottasystems.chkontaktiert.

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4.1 Unless otherwise agreed, Lotta's prices are in Swiss francs. For deliveries, EXW is the respective Swiss storage location, INCOTERMS 2020.

4.2 If the circumstances underlying pricing, in particular currency parity or state/official taxes, duties, fees, customs duties, etc. change between the time of the offer and the agreed delivery date, Lotta is entitled to adjust prices and conditions to the changed circumstances.

5.1 Unless otherwise agreed, invoices from lotta are due immediately and must be paid no later than the 30th day after the date of the invoice, without discount or other deduction. Payment is considered to have been made when the entire amount due has been credited to one of the accounts listed on the invoice in Swiss francs free of charge and is freely available to Lotta. Offsetting against counterclaims is not permitted.

5.2 If the customer does not meet the agreed payment dates, he is in default without a reminder and must pay a default interest of a maximum of 8% p.a. from the 31st day after the date of the invoice.

lotta remains the owner of all her deliveries until she has received the agreed payments in full. By accepting delivery, the customer authorizes lotta to register the retention of title. The customer will maintain the delivered items at his expense for the duration of the retention of title and insure them against theft, breakage, fire, water and other risks for the benefit of Lotta.

7.1 The delivery period starts as soon as the contract is concluded. The delivery period is considered met if delivery is made by the expiry of the delivery period or if the customer has been notified of its readiness for dispatch. Partial deliveries are permitted.

7.2 The delivery period is extended accordingly: - if Lotta does not receive the information it needs to fulfill the contract in good time, or if the customer subsequently requests changes or additions; - if obstacles arise which Lotta is unable to avert despite the exercise of due care, regardless of whether they arise with Lotta, the customer or a third party. Such obstacles include export and import restrictions, boycott orders from state or supranational organizations, official measures or omissions; labor disputes, and other operational disruptions through no fault of their own, epidemics, natural disasters; hacker attacks and terrorist activities. If such obstacles occur, Lotta will immediately inform the customer of the extent and background and keep it up to date; - if the customer or third parties involved by him are in arrears with the work to be carried out by them or in arrears with the fulfilment of their contractual obligations, or if the customer fails to comply with the payment terms.

7.3 The customer is entitled to claim compensation for delays demonstrably caused by Lotta's, provided that he has demonstrably suffered damage. If the customer is helped out with timely replacement, the claim does not apply.

7.4 After the maximum amount of compensation for delay has been reached, the customer may set Lotta a reasonable period of grace in writing. If this is not complied with for reasons for which Lotta is responsible, the customer is entitled to refuse to accept the delayed part of the delivery. If partial acceptance is economically unreasonable for him, he is entitled to withdraw from the contract and reclaim payments already made against return of deliveries made.

7.5 Due to delays in delivery or services, the customer has no rights and claims other than those expressly stated in this Section 7.

7.6 If a specific date has been agreed instead of a delivery period, this is equivalent to the last day of a delivery period. Sections 7.1 to Section 7.5 apply accordingly.

Benefit and risk are transferred to the customer upon shipment. If no notification is received, the benefit and risk are transferred to transport to the storage location when the delivery is lifted. If delivery, assembly or installation are delayed at the customer's request or for other reasons for which lotta is not responsible, the risk is transferred to the customer at the originally scheduled time.

9.1 The customer must check delivery upon receipt and immediately report any defects to Lotta in writing. If he fails to do so, delivery is considered approved.

9.2 Lotta will, at its option, remedy the defects notified to it in accordance with Section 8.1 by repair or replacement delivery as quickly as possible. The customer must grant Lotta the time and opportunity necessary to do so. Replaced parts must be returned to Lotta.

9.3 Due to defects of any kind in the delivery, the customer has no rights and claims other than those expressly stated in this section 8 and in section 9 (warranty).

10.1 Unless otherwise agreed, the warranty period for delivery is 12 months. It starts when the delivery is dropped off at the customer's place of delivery. If shipping is delayed for reasons for which Lotta is not responsible, the warranty period expires at the latest 24 months after notification of readiness for delivery.

10.2 For replaced or repaired parts of the delivery, the warranty period is 6 months from their replacement or repair, if the warranty period for the delivery item expires earlier. In any case, the warranty period expires no later than 24 months after the start of the original warranty period.

10.3 The warranty expires prematurely if the customer or third parties make changes or repairs without lotta's prior written consent or if, if a defect has occurred, the customer does not immediately take all appropriate measures to reduce the damage and notifies Lotta of the defect and gives Lotta the opportunity to remedy the defect.

10.4 Damages that have not been demonstrably caused as a result of poor material, faulty design or faulty workmanship, e.g. as a result of natural wear and tear, faulty maintenance, disregard of operating instructions, excessive use and other reasons for which lotta is not responsible are excluded from warranty and liability.

10.5 The prerequisite for remedying faulty software is that the defect is documented in as much detail as possible. If possible at reasonable costs, defects in the software are primarily remedied by upgrading or updating the software. If the customer is no longer able to complete important, time-critical tasks, Lotta will seek a workaround solution if possible within a reasonable amount of time and effort. In the event of loss or damage to data and/or data carrier material, the warranty only covers data that has been saved in the lotta Systems AG web client.

10.6 The customer has no rights and claims due to defects in material, construction or workmanship as well as due to the lack of warranted features other than those expressly stated in clauses 9.1 to 9.5

Claims by the customer other than those expressly stated in these terms of delivery, irrespective of the legal basis on which they are made, in particular all claims not expressly stated for compensation, reduction, cancellation of the contract or withdrawal from the contract, are excluded. In no case does the customer have any claims for compensation for damage that did not occur to the delivery item itself, such as loss of use, loss of orders, loss of profit and other indirect or direct damage. This exclusion of liability does not apply in cases of gross negligence or unlawful intent or insofar as it is contrary to mandatory law.

The customer acknowledges that the deliveries may be subject to Swiss and/or foreign legal regulations and regulations on export control and, if not without an export or re-export permit from the competent authority, they may neither be sold, rented nor transferred in any other way or used for any purpose other than the agreed use. The customer undertakes to comply with such rules and regulations. He acknowledges that the regulations may change and are applicable to the contract in the currently valid wording.

The place of jurisdiction for the customer and for Lotta is Zurich. However, lotta is also entitled to sue the customer at his registered office. General terms and conditions of lotta Systems AG for the product business/digital industry.

The prices are based on the CHF price list. The prices shown are DDP (Incoterms 2010) for Switzerland and DAP for the EU, excluding VAT and net, without deductions for discounts. The non-binding gross prices published in our catalogues and price lists serve as a basis for the price calculation. Products that contain silver, lead, aluminum and/or copper may be subject to surcharges if the respective limits of the base quotations are exceeded. The respective quotation for processed silver, lead in cables, aluminum in cables or electrolytic copper on the date of receipt of the order is decisive for the calculation of the surcharges. For products that contain rare earths, price adjustments may be required due to proven cost increases or reductions if the purchase price for rare earths changes between the conclusion of the contract and delivery. This also applies to changes in costs between the submission of a binding offer by lotta and its acceptance by the contractual partner. We reserve the right to adjust list prices and renegotiate net prices in the event of changes. The purchasing conditions apply exclusively to your OEM requirements. If you do not resell our products as part of your own products or identify them separately on the invoice to your customer (e.g. as spare parts), the usual purchasing conditions of the retail segment, which can be obtained from us, do not apply.

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If the order value exceeds CHF 50,000 or if the delivery period requested by the customer is more than three months, payment of the price - 1/3 of the order value payable when the order is placed - 2/3 of the order value payable upon delivery.

Delivery time in accordance with our order confirmation.

For the use and warranty of software products, the respective general conditions, which are included with each software package, also apply.

Delivery items delivered by us by mistake (excess of quantity or delivery of a product other than the ordered product) will be taken back by us and the customer will be reimbursed in full for any payment already made, provided that the delivery items are returned within two weeks of the date of the delivery note. Thereafter, the delivery items are considered accepted by the customer and must be paid by the customer. In the event that the customer orders delivery items by mistake (“incorrect order”) or wishes to cancel an order (“cancellation”), we are not obliged to accept returns or refund payments already made.

Detailed information on the ordering process, the prices of the individual services and answers to further questions is available at: Tel: +41 (0) 44 344 50 05 E-mail: hello@lottasystems.ch and the website www.lottasystems.ch/contact