A. General Provisions

1. Scope and Applicability

1.1 These General Terms and Conditions (“T&Cs”) apply—unless mandatory statutory provisions take precedence—to all legal relationships between Sensora Smart AG, 5200 Brugg AG, Switzerland and its customers within the following business areas:
a) sale of lighting fixtures of all kinds and related accessories;
b) delivery of sales products and any installation thereof;
c) provision of services of all kinds, in particular project services;
d) lighting planning and consulting.

1.2 These T&Cs form an integral part of the legal relationships described in Section 1.1, unless explicitly agreed otherwise. Deviating provisions are only legally binding if expressly offered or accepted in writing by Sensora Smart AG.

1.3 By entering into a legal relationship with Sensora Smart AG—particularly by concluding a contract—the customer accepts and agrees that the relationship is governed by these T&Cs.

1.4 The customer’s own general terms and conditions and/or similar documents (e.g., purchasing or tender conditions), as well as any amendments to these T&Cs, are expressly excluded unless Sensora Smart AG expressly agrees to them in writing. This applies even if such documents are attached to an order or “order confirmation” or otherwise communicated to Sensora Smart AG.

2. Conclusion of Contract

2.1 All offers, price lists, product descriptions, brochures, plans, etc. issued by Sensora Smart AG are non-binding and may be changed or withdrawn at any time unless explicitly stated otherwise in the respective document.

2.2 Orders, purchase requests, and “order confirmations” issued by the customer are considered merely an offer to conclude a contract.

2.3 Unless an offer is explicitly declared binding by Sensora Smart AG, a contract is concluded only upon acceptance by Sensora Smart AG. Acceptance may occur via written order confirmation, signing a written contract, delivery of goods, or commencement of service performance by Sensora Smart AG.

2.4 In the case of a binding offer by Sensora Smart AG, the contract is concluded only upon the customer’s written acceptance.

2.5 After conclusion of contract, amendments or cancellations are possible only by mutual agreement.

3. Delivery Times and Deadlines

Sensora Smart AG makes every effort to meet agreed delivery times and deadlines. However, Sensora Smart AG cannot guarantee compliance with delivery times and deadlines.

In particular, delays may occur due to delays caused by the customer or third parties (e.g., late planning and/or structural and/or other approvals, late signing of schedule-relevant change orders, or customer-requested changes), or generally due to missing or insufficient preparation/support by the customer or third parties, or due to new findings or applicable safety regulations. Sensora Smart AG is not liable for such schedule changes.

4. Payment Terms

4.1 The customer must pay invoices within the stated payment period from the invoice date. Deductions from invoice amounts are not permitted unless explicitly agreed. Set-off against counterclaims is not permitted.

4.2 If the customer is obliged to make advance payments and/or down payments, Sensora Smart AG is only obliged to perform after full receipt of payment.

4.3 The due date is also the expiry date. If invoices are not paid within the stated payment period, default interest of 6% and reminder fees are due from the due date, without any need for further notice. In the event of default, Sensora Smart AG is entitled to assign collection to a third party at the customer’s expense.

4.4 Any objections to invoices must be submitted in writing within 7 calendar days of receipt of the invoice; otherwise, the invoice is deemed accepted.

5. Ownership and Intellectual Property

5.1 Sensora Smart AG and/or its licensors remain the holders of all rights to offer, project, and execution documents, descriptions, plans, sketches, images, samples, documents, data carriers, and other technical documentation related to the services to be provided, including patent rights, copyrights, and other intellectual property rights. These documents are entrusted to the customer personally and may not be made accessible to third parties or copied. Upon request, they must be returned to Sensora Smart AG. The customer acknowledges these rights of Sensora Smart AG and/or its licensors.

5.2 Sensora Smart AG confirms that, to the best of its knowledge, the descriptions, brochures, plans, documents, and data carriers provided to the customer do not infringe third-party rights. However, Sensora Smart AG provides no guarantee that such materials do not infringe third-party rights.

5.3 All delivered goods remain our property (retained goods) until all claims have been fulfilled—especially any outstanding balance claims arising from the business relationship. This also applies to future and conditional claims.

6. Liability and Disclaimer

6.1 Liability is governed by applicable law. However, Sensora Smart AG is not liable in any case for:
a) slight negligence;
b) indirect damages, consequential damages, and loss of profit;
c) unrealized savings;
d) damages from deliveries or services, especially if caused by non-payment or late payment by the customer; and
e) any acts or omissions of auxiliary persons of Sensora Smart AG, whether contractual or non-contractual.

6.2 Sensora Smart AG is not liable for damages caused by force majeure, including natural events, ice, snow, fire, strikes, war, terrorist attacks, and governmental orders. Sensora Smart AG is also not liable for damages resulting from improper, non-contractual, or unlawful use of the products or from insufficient cooperation by the customer.

B. Sales and Deliveries

7. Prices and Special Costs

7.1 All prices for lighting fixtures are exclusive of light sources (bulbs/lamps), unless expressly stated otherwise.

7.2 If the shipping value of an order falls below a net amount of CHF 100, a small-quantity surcharge of CHF 20 will be charged.

7.3 Lighting plans created specifically at the request of an interested party may be charged at CHF 120/hour if no corresponding order is placed thereafter.

8. Deliveries

8.1 Sensora Smart AG determines the method of shipment and is entitled to deliver goods in partial shipments.

8.2 Deliveries are made to the customer’s address or construction site. Transport is at the customer’s expense.

8.3 Deliveries are made at ground level or to a ramp. The customer shall provide, at their own expense, the personnel necessary for unloading.

8.4 The signature of an employee of the customer serves as confirmation that the shipment is complete and free of visible damage.

8.5 Goods are transported at the recipient’s risk.

9. Packaging

Disposal of packaging material is at the customer’s expense.

10. Returns

10.1 Returns are accepted only by prior agreement and carriage paid. Only stock items in original packaging will be taken back.

10.2 Custom-made items, non-stock items, modified standard models (color or version), and light sources will not be taken back.

10.3 Undamaged stock items will be credited at a maximum of 80% of the net goods value. Damaged goods will not be credited.

10.4 If returned goods are damaged, repair costs will be charged to the customer at cost. Missing parts (e.g., mounting materials) or original packaging must also be paid by the customer.

10.5 Any applicable advance recycling fees (vRG) are already included in all sales prices.

11. Short/Incorrect Deliveries and Defects

The customer must inspect the delivery immediately upon arrival. Short deliveries, incorrect deliveries, and any defects must be reported to Sensora Smart AG in writing within 5 working days after delivery. If the customer fails to do so, the delivery/product is deemed approved and contractually fulfilled, unless the defect could not have been detected even with careful inspection.

12. Warranty

12.1 The warranty for products distributed by Sensora Smart AG is 5 years from the delivery date, unless stated otherwise. Excluded are wear parts such as conventional LED light sources or emergency light batteries. For LED luminaires, LEDs are also covered by the warranty if the average nominal failure rate is exceeded (>0.2% per 1,000 operating hours) or if luminous flux depreciation exceeds 30% per 50,000 operating hours. The warranty is limited to defects demonstrably caused by material or workmanship faults attributable to Sensora Smart AG. Replacement of defective luminaires or components does not restart the warranty period for the replacement items.

12.2 In a warranty case, Sensora Smart AG may, at its discretion, repair the defective product, replace it with an equivalent product, or grant a price reduction.

12.3 Any further warranty or compensation claims are excluded. In particular, no costs are covered for programming, transport, dismantling, reinstallation of luminaires/equipment or components, or any consequential damages.

12.4 No warranty applies to products that have been altered or repaired by the customer or third parties, or where installation/operating instructions have not been followed.

12.5 Warranty is also excluded for luminaires and equipment manufactured according to the customer’s designs/models if damages are due to design defects. If inspection or modification is required by the electrical inspection authority, all resulting costs are borne by the customer.

12.6 Except for price reductions, warranty claims require that defective material is packaged and sent carriage paid to Sensora Smart AG.

12.7 Note on service life: The service life of lighting products depends on compliance with standard operating conditions specified in technical data. Luminaires are wear items with widely varying service life (approx. 1,000 to 60,000 hours) and are strongly influenced by operating conditions. Service life is typically stated in operating hours (e.g., average service life = 50,000 hours) determined under standardized conditions that may differ from real-world use. If expressed in operating years, this is based on assumed standard conditions (switching cycles, operating hours per year, etc.) and typical maintenance intervals. Reference is also made to product-specific information in product data sheets from Sensora Smart AG and/or manufacturers.

12.8 Due to technical progress and usage-related luminous flux changes, subsequent deliveries of LED light sources may differ in light characteristics from original products. Such deviations are caused by semiconductor aging and must be accepted and do not constitute a defect.

C. Services

13. Subject and Scope

13.1 The type and scope of services to be provided by Sensora Smart AG are defined in the respective contract and/or service specification sheet and/or order confirmation and/or binding project offers.

13.2 Unless otherwise agreed, the following are not included in the basic services and must be paid separately (non-exhaustive):
– planning costs;
– material costs, especially spare parts such as control units, luminaires, lamps, etc.;
– software upgrades and feature extensions;
– costs for line usage, hardware rental;
– transport costs;
– travel expenses;
– services outside normal working hours (Mon–Fri, 06:00–18:00);
– correction of defects not caused by products supplied by Sensora Smart AG (e.g., defective/missing electrical lines, defective control/main fuses, fire/water damage, or other causes outside Sensora Smart AG’s control);
– issues caused by installation not performed by Sensora Smart AG;
– issues caused by misuse/incorrect use/damage to products supplied by Sensora Smart AG;
– issues arising from software used with products where the software and/or products were not supplied by Sensora Smart AG;
– issues caused by modifications/repairs/other interventions by the customer or third parties;
– issues caused by the customer’s breach of contract and/or these T&Cs.

For additional services, Sensora Smart AG may require advance or down payments at its discretion.

14. Use of Third Parties

Sensora Smart AG is entitled to involve third parties for contract fulfillment.

15. Rights in Case of Defects (Services)

15.1 The customer must inspect the results of services immediately after performance and submit objections in writing within 5 working days. If not, the service results are deemed accepted, unless the defect could not have been detected with careful inspection.

15.2 If defects become apparent later, written notice must be provided within 5 working days of discovery; otherwise, the service is deemed accepted also with respect to those defects.

15.3 Any warranty obligation by Sensora Smart AG consists exclusively of rectification work, unless rectification would cause disproportionate costs. In that case, warranty is limited to a price reduction. The right to withdraw from the contract is excluded.

15.4 Any defect rights and any obligation to compensate are excluded if the customer or third parties intervene in/modify the system, if installation/commissioning/use conditions are not met, or if legal/official approval requirements are not complied with.

16. Prices and Compensation (Services)

16.1 Prices and compensation are defined in the respective contracts, service offers, price lists, etc. of Sensora Smart AG.

16.2 Unless otherwise agreed, project services and customer service work (faults, repairs, modifications) are billed based on time spent at the hourly rate stated in the service offer. Maintenance contracts are billed annually in advance at the beginning of each contract year. Additional services are billed separately based on time and materials unless otherwise agreed.

16.3 Unless otherwise agreed, the following surcharges apply for services outside normal working hours:
– Mon–Fri, 18:00–23:00: 25%
– Mon–Fri, 23:00–06:00: 50%
– Saturday: 50%
– Sundays and public holidays: 100%

16.4 All prices and compensation are exclusive of VAT and net, in Swiss francs, unless otherwise agreed. VAT and other charges are borne by the customer.

17. Customer Obligations

17.1 The customer must not have third parties perform service work or troubleshooting on the system unless Sensora Smart AG has expressly agreed in writing.

17.2 The customer must provide Sensora Smart AG with a person familiar with the system for service performance.

17.3 The customer must enable service performance and provide all necessary aids (e.g., ladders, scaffolding, work baskets, scissor lifts).

17.4 All system parts must be freely accessible to Sensora Smart AG and its service personnel. Sensora Smart AG may charge time and materials separately if parts are not accessible and dismantling is required.

17.5 Upon request, the customer must temporarily shut down the entire system or parts thereof for the duration of service performance.

17.6 The customer must immediately inform Sensora Smart AG of all material circumstances relating to the system or service performance.

17.7 The customer must keep a system logbook documenting inspections, maintenance, repairs, etc. Requests for troubleshooting must include as precise a fault description as possible and the circumstances at the time the fault occurred.

17.8 If a service appointment is agreed and the service cannot be performed for reasons outside Sensora Smart AG’s sphere, the customer must reimburse all wasted expenses (time, costs, travel, etc.).

17.9 If specific safety measures or rules must be observed, the customer must inform Sensora Smart AG immediately in writing. Any required training of Sensora Smart AG service personnel is at the customer’s expense. Sensora Smart AG may also charge time, expenses, and travel costs separately.

D. Final Provisions

18. Assignment

Unless otherwise stated in these T&Cs or explicitly agreed in the contract, a party may assign rights and obligations from a contract to third parties only with the prior written consent of the other party. Consent may not be unreasonably withheld or delayed.

19. Amendments to the T&Cs

Sensora Smart AG may amend these T&Cs at any time. Amendments apply from the time they are communicated to the customer for all legal relationships established thereafter.

20. Severability

If one or more provisions of these T&Cs are invalid or unenforceable, this does not affect the validity of the remaining provisions or these T&Cs as a whole.

21. Governing Law and Jurisdiction

21.1 All legal relationships between the customer and Sensora Smart AG are governed by Swiss law. The UN Convention on Contracts for the International Sale of Goods (CISG/Vienna Convention) does not apply.

21.2 The exclusive place of jurisdiction is the registered office of Sensora Smart AG. Sensora Smart AG may alternatively bring proceedings before the competent court at the customer’s registered office or place of residence.