General Terms and Conditions

1. Introduction

The revised Heavy Vehicle Fees Act and the revised Heavy Vehicle Fees Ordinance stipulate the commissioning of a so-called "National NETS Provider" ("NNA"), which is commissioned by the Federal Office for Customs and Border Security (hereinafter referred to as "FOCBS") to provide the basic service (Art. 23 Para. 1 SVAV). On behalf of the FOCBS, NATRAS AG provides the basic supply for the new national HVC recording system.

2. Scope of the GTC

2.1. These General Terms and Conditions (hereinafter referred to as "GTC") apply to all business relationships between NATRAS AG (CHE-301.706.653) (hereinafter referred to as the "Provider") and its Customers (hereinafter referred to as the "Customer") in the version applicable at the time the contract is concluded.
2.2. The date of conclusion of the contract shall be the date of acceptance of the GTC on the Provider's website by the Customer.
2.3. These GTC were submitted to the FOCBS and examined by it with regard to the HVC legislation.
2.4. The contractual partners within the scope of these GTC are the Provider and the Customer.
2.5. The Customer is deemed to be the person liable to pay the fee and any person or organization commissioned directly or indirectly by them to act as their agent.
2.6. These GTC apply to all contracts, deliveries and other services of the Provider, including instructions, and information provided via the Provider's website, by e-mail or by telephone.
2.7. They apply both to orders placed via the Provider's online shop and to orders placed by other means. They also apply to the software services operated by the Provider as well as the hardware and documentation provided.
2.8. Individual provisions deviating from these GTC shall only apply if they are expressly confirmed by the Provider in writing. Conflicting or deviating terms and conditions of the Customer are not recognized.
2.9. The Provider reserves the right to amend these GTC at any time with effect for the future. The Customer will be notified of changes to the GTC by e-mail or on the Provider's website before they come into force. If the Customer does not object to the applicability of the new GTC within 10 days of them being sent / published on the Provider's website, they shall be deemed to have been recognized in full.
2.10. In the event of an objection, the contractual relationship shall be cancelled when the new GTC take effect.
2.11. The Customer acknowledges that all changes to the GTC are checked and approved by FOCBS. This ensures that the GTC comply with the requirements of the FOCBS.

3. Operating instructions

3.1. The Customer is aware and recognizes that compliance with the operating regulations and the corresponding supplementary documents is a prerequisite for the proper functioning of the Provider's services. The Customer commits to observing and complying with all operating regulations and supplementary documents. The current version of the operating regulations can be downloaded online at https://natras.ch/manual/opr. The operating regulations form an integral part of the General Terms and Conditions.
3.2. The Supplementary Documents are designed to provide a legal and operational basis for the proper conduct of the operational co-operation between the Provider and the Customer while ensuring compliance with relevant laws. The supplementary documents comprise the requirements that are described in the following documents and tools and can be updated as required:
• Use of the Online Service Desk (hereinafter referred to as "OSD"): The Customer must follow the instructions set out in the OSD manual. The OSD forms an integral part of the operating instructions. The currently valid version of the OSD manual can be viewed online at https://natras.ch/manual/osd.
• Use of the outage solution (ALL): The Customer commits to following the specifications and instructions in the ALL manual. The currently valid version of the ALL manual can be viewed online at https://natras.ch/manual/osd.
• Use of the vehicle recording system (hereinafter referred to as "VRS"): The holder (Customer) receives a device (VRS) from the Provider for the duration of the co-operation provided free of charge. The Customer commits to installing the VRS in the vehicle in accordance with the currently valid operating regulations and to using it exclusively in accordance with the Provider's written instructions. Among other things, the specifications and instructions in the VRS manual must be followed exactly by the Customer. The currently valid version of the VRS manual can be viewed online at https://natras.ch/manual/esf.

4. Vehicle recording system (VRS)

The Provider shall provide the Customer with the OBU 5310-22A technical device (VRS) free of charge for the duration of the contractual co-operation. The provided device and all associated or resulting intellectual property rights shall remain the property of the Provider for the entire term of the contract or shall accrue exclusively to the Provider without compensation. The Customer shall only receive a right of use limited to the term of the contract. This right of use is bound to the maximum term of the assignment of the Provider as an NNP by the FOCBS, which is currently formulated until 31 December 2033 and can be extended twice by the FOCBS by one year at a time until 31 December 2034 and 31 December 2035 respectively.

4.1. Obligations of the Customer
The Customer undertakes,
• to handle the VRS provided with care and to use it exclusively as intended in accordance with the operating instructions and the corresponding manuals.
• not to lend the VRS to third parties.
• not to pass on the VRS to third parties, except as part of an VRS transfer to another NATRAS Customer as defined in the OSD.
• to secure the VRS appropriately against loss and damage. The Customer is liable for all damage caused by improper use or neglect.
• to report defects or malfunctions of the VRS to the Provider immediately, substantiating them and enclosing photos or other relevant documents.

4.2. Return:
At the end of the contractual co-operation, the Customer is obliged to return the VRS to the Provider immediately, but at the latest within 14 days, in perfect condition. If the VRS is damaged or lost when it is returned, the Provider reserves the right to charge the Customer a lump sum of CHF 250.00 for expenses. The lump sum is due within 10 days (expiry date). A further reminder is not necessary.

4.3. Delivery costs
The costs for the delivery of the VRS from the Provider to the Customer shall be borne by the Provider.
The costs for the delivery of the VRS from the Customer to the Provider shall be borne by the Customer. The respective parties are free to choose the service Provider for shipping. When shipping the VRS, the parties themselves must ensure that the VRS does not suffer any damage during transport.

4.4. Installation costs
The Customer bears the costs for the installation of the VRS.

4.5. Safety measures
If invoices are not paid on time in accordance with point 4.2 and if improper use of the VRS is established, the Provider may require the Customer to pay a deposit of CHF 250.00 per VRS provided. The deposit shall not bear interest. The Provider shall report any such cases to the FOCBS.
The Provider may thoroughly inspect the VRS for damage, faults and/or defects before repaying the deposit. If the Provider is of the opinion that the VRS has faults, damage and/or defects, it may retain the deposit in full. The right to claim any further damages (including replacement and handling costs) remains reserved.

5. Duty to co-operate

5.1. Compliance with operating regulations
5.2. The Customer undertakes to fully and unconditionally comply with the regulations and specifications for the use of the VRS set out in the operating instructions and supplementary documents. This includes in particular the proper installation, use and maintenance of the device.

5.3. Correct information
The Customer must ensure that all required vehicle data (especially the vehicle identification number) and the corresponding assignment of the VRS to the corresponding vehicle are correct and up to date.

5.4. Use in the intended vehicle
The VRS may only be used in the vehicle intended for this purpose. The use of an VRS in another vehicle is only possible with the prior authorization of the Provider.

5.5. Regular check of functionality
The Customer is obliged to check the functionality of the VRS regularly (i.e. before each use, but at least at the start of each new journey).
In the event of malfunctions or defects that are noticed or should have been noticed during testing and/or during use of the VRS, the Provider must be informed immediately (i.e. within one day) in writing and with evidence (enclosing photos and/or other relevant information/references/documents) via the Online Service Desk (OSD) and the device must be sent in for repair or replacement via the corresponding RMA process at the Provider's discretion.
At the same time, the Customer is obliged to record the missing journeys in the cancellation solution (ALL). If the Customer fails to report this in good time, they shall be liable for all resulting damages.

5.6. Compliance with legal regulations
The Customer must observe and comply with all relevant statutory provisions and regulations governing the use of the VRS. This includes in particular the proper installation of the VRS in vehicles that fall under the Ordinance on the Carriage of Dangerous Goods by Road (SDR, GGBV, etc.).

5.7. Notification in the event of suspected misuse
In the event of suspected misuse of the VRS or unauthorized use by third parties, the Provider must be notified immediately (i.e. within one day) in writing. In such a case, the Customer must take appropriate measures to secure the VRS. If the Customer fails to notify the Provider in good time, he shall be liable for all resulting damages.

5.8. Utilization of the VRS
The Customer acknowledges that it is not possible to use the VRS outside Switzerland and the Principality of Liechtenstein.

6. Data protection regulations

6.1. The Customer commits to complying with all relevant data protection regulations.
6.2. The Provider's current privacy policy can be viewed under Privacy Policy.
6.3. The Customer expressly authorizes the Provider to forward the Customer data (holder data) to the FOCBS - and if requested by the FOCBS - to other NETS Providers. In all other respects, reference is made to the aforementioned data protection declaration.

7. Prices and terms of payment

7.1. The Provider’s prices are quoted exclusively in CHF (Swiss francs) plus VAT at the statutory rate. Deliveries abroad are invoiced without VAT.
7.2. In the event of delivery abroad, the Customer shall assume responsibility for proper taxation and - where applicable - customs clearance.
7.3. The Provider's claims must be paid net within 10 days of the invoice date (due date). A further reminder is not necessary.
7.4. In the event of late payment, the Provider is entitled to demand advance payment for future deliveries.
7.5. If the Customer defaults on payment, default interest of 5% per annum shall be due.
7.6. If the Provider sends the Customer a reminder regarding the outstanding payment, the Customer shall owe the Provider a reminder fee (CHF 20.00).

8. Transfer of risk

8.1. The benefits and risks shall pass to the Customer as soon as the goods have been handed over to the forwarding agent, carrier or other person designated to carry out the shipment. This also applies to partial deliveries. Accordingly, the Customer bears the risk of damage during transport.
8.2. If dispatch is delayed for reasons for which the Provider is not responsible, the risk shall pass to the Customer upon notification of readiness for dispatch.

9. Warranty and liability

9.1. Liability for defects in general
All statutory warranty rights are, as far as legally permissible, expressly excluded and replaced by the provisions of clause 9.
The Provider guarantees that the supplied products will be free from material and manufacturing defects for at least 24 months.
However, it can be assumed that an VRS is subject to a certain ageing process and therefore needs to be replaced after a certain time.
The costs for the replacement VRS shall be borne by the Provider.
The Customer shall bear the costs for the removal and reinstallation of the VRS.

9.2. Liability for defects at the time of delivery
Obvious defects in the delivery must be reported by the Customer within 24 hours of receipt of the goods.
Hidden defects (including malfunctions) in the delivery must be reported immediately after their discovery.
All defects must be justified in writing and, if possible, documented with photos and other relevant documents.
Defects that have not been notified properly or in good time shall be deemed not to have been notified and the delivery shall be deemed to have been made free of defects.
If the complaint is justified, the Provider has the right to repair or replace the goods. The Customer shall not be entitled to any further claims for defects.

9.3. Liability for defects after delivery
Unless the Customer has caused or is responsible for the defect and the VRS has been used properly and in accordance with this Agreement, the Provider shall undertake the necessary repairs to the VRS during the term of the Agreement (alternatively, the Provider may also replace the VRS at its own discretion; cancellation is excluded).
The Provider shall bear the repair costs if the VRS is handled properly. If the Customer has caused or is responsible for the defect or if the VRS has been used improperly or contrary to the contract, the Customer shall bear all costs associated with the repair/replacement in full.

9.4. Limitations of liability:
The liability of the Provider is limited to intent and gross negligence.
Liability for indirect damages, consequential damages, loss of profit, punitive damages, fines, contractual penalties, etc. is excluded. unless it is based on intent or gross negligence on the part of the Provider.
Liability for auxiliary persons of the Provider is excluded under any legal claim.

10. Offsetting

The Customer's right to offset claims of the Provider against counterclaims is excluded to the extent permitted by law.

11. Assignment

11.1. Claims of the Customer against the Provider are only assignable with the express written consent of the Provider.
11.2. The transfer of all rights and obligations arising from or in connection with the contract is only permitted with the written consent of the Provider.
11.3. The Provider reserves the right to transfer all claims, including ownership rights, to a third party. The Customer expressly agrees to such a transfer.

12. Confidentiality

12.1. The Customer commits to treating as confidential all business secrets and confidential information made known to them by the Provider, in particular all information about the VRS and its details, other essential information such as plans, performance descriptions, product specifications, information on product processes and also other confidential information made available and/or disclosed by the Provider in written or other form, and in particular not to use it directly or indirectly in business dealings and/or for competitive purposes, to pass it on to third parties and/or otherwise make it known to third parties directly or indirectly itself or through third parties.
12.2. The Customer shall oblige all persons whom they employ to provide services or who encounter confidential information in any other way to maintain confidentiality in accordance with these GTC.

13. Business hours

13.1. Business hours are from 7 a.m. to 6 p.m. on all working days (Monday to Saturday) apart from the following public holidays: New Year's Day, Ascension Day, 1 August and 25 December.
13.2. Availability outside of business hours cannot be guaranteed.

14. Force Majeure

The Provider shall not be liable to the Customer for the fulfilment of contractual obligations if the non-fulfilment is due to an impediment that is beyond the direct control of the Provider or, is due to one of the following reasons in particular:
• Fire, natural disasters, pandemics, epidemics, weather,
• Revolution, sabotage, war, cyber-attacks, strike,
• Scarcity of raw materials,
• Operational disruptions of all kinds, disrupted supply chains, delivery difficulties, failures or disruptions at suppliers and partners of the Provider, infrastructure disruptions (mobile telephony, roads, logistics, postal traffic, IT, etc.),
• Changes in legislation, legal/regulatory restrictions on energy consumption.
As soon as the event of force majeure has ceased to exist, the Provider's obligation to perform shall be revived - subject to a reasonable transitional period - provided that the Provider's performance can still be subjectively rendered.

15. Applicable law and place of jurisdiction

Swiss substantive law shall apply exclusively to the exclusion of international law and conflict of laws rules. The place of jurisdiction for all disputes arising from or in connection with this contract is Adliswil, Zurich.

16. Severability clause

Should individually provisions of these General Terms and Conditions be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed to have been agreed, the effects of which come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The same applies in the event that the contract proves to be incomplete.

Adliswil, 31 October 2024