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The following General Terms and Conditions (“GTC”) apply to business dealings between BN AG and its customers. Any differing provisions and terms of the customer are valid only if BN has agreed to them in writing. These GTC apply to agreements between the customer and BN for the purchase of telecommunications equipment (hardware and software) and the provision of services such as consulting, installation, maintenance, warranty extensions and support.
BN is entitled to amend the GTC at any time. BN sends the amended GTC to the customer in text form (by post or email), expressly drawing the customer’s attention to the objection period and its consequences. The amended GTC are deemed approved by the customer unless the customer submits a written objection to BN within one month of receipt. In the event of an objection, the previous GTC continue to apply until the contract ends. Within an existing business relationship, the GTC apply even if they are not specifically referred to in an individual order or service.
If any parts of these GTC are void or become legally ineffective, the validity of the other provisions is not affected. The void or legally ineffective provisions shall be interpreted or reformulated so that the intended purpose is achieved as far as possible.
Every order for hardware, software or services requires written confirmation by BN to be valid, unless a written contract has already been concluded between the parties or BN immediately delivers from stock without confirmation. Otherwise, oral agreements are valid only if and to the extent that BN has confirmed them in writing. Contracts between BN and the customer enter into force upon signature or, in the case of orders, upon dispatch of the order confirmation. Exceptions agreed in writing remain reserved.
The prices quoted by BN for hardware and software, materials and services, etc., are net, excluding VAT, ex BN’s premises. Freight, packaging and freight insurance costs are borne by the customer, as are travel expenses, etc., associated with the provision of services.
BN expressly reserves the right to adjust contractually agreed prices for goods at any time if, between the conclusion of the contract and delivery, foreign exchange rates or customs tariffs for products purchased abroad, or the prices charged by BN’s suppliers, have changed. In the event of a price adjustment, either party may withdraw from the contract by giving immediate written notice, provided that BN has not yet made any modifications to the goods to be delivered in accordance with the contract. BN may adjust prices for services at the end of any month by giving one month’s notice. BN informs the customer of price adjustments for services in text form at least one month in advance, expressly drawing the customer’s attention to the following right of termination and the applicable deadline. In this case, the customer has a unilateral right to terminate in writing with effect from the date on which the increased prices take effect. If this right of termination is not exercised by that date, the new prices are deemed approved by the customer.
Payments are due no later than 10 days after the invoice date, without any deduction. Once this period has expired, a customer who has not paid is in default without a reminder and must pay default interest at 4 percentage points above the prevailing SARON (Swiss Average Rate Overnight, published by SIX Swiss Exchange), but at least 6%. If the customer is in default of its obligations under service and maintenance contracts, BN is entitled to suspend its own services without notice until the customer has fulfilled its contractual obligations.
The customer must comply with payment deadlines even if delivery delays not caused by BN have occurred or if non-essential parts are missing but this does not prevent use of the delivered goods. The same applies if the customer does not accept services properly offered by BN for reasons attributable to the customer.
The customer is not entitled to offset its payment obligations against counterclaims or to withhold payments on account of complaints unless and to the extent that BN has consented to this in writing; counterclaims acknowledged by BN in writing or established by a final and binding court judgment remain reserved.
BN reserves the right to deliver goods cash on delivery at the customer’s expense.
The delivered goods remain the property of BN until the price has been paid in full. If goods delivered by BN are incorporated by BN into another system (integration), the customer grants BN co-ownership of the entire system to the extent of the incorporated goods.
Equipment installed at the customer’s premises under a service contract remains entirely the property of BN and is taken back at the end of the contract.
The customer agrees to the registration of a corresponding retention of title in the retention of title register at its registered office and undertakes, upon BN’s first request, to sign personally the required registration form and to cooperate in all other measures necessary to protect ownership.
When purchasing software, the customer has the right to use that software on the specified hardware. Copyright in the software remains in all cases with BN or the licensor. The right to use the software does not include any entitlement to receive new software releases.
The scope of the agreed services is determined by the corresponding contract or order. Where available, service specification sheets form part of the service agreement. To the extent that service agreements contain provisions differing from these GTC, those provisions take precedence over the GTC.
Service agreements are concluded for a fixed term or for an indefinite period. Agreements for an indefinite period may be terminated with two months’ notice, subject to a minimum contract term of 12 months.
For agreements of indefinite duration, BN may amend contractual elements at any time. In such cases, the customer has a unilateral right to terminate with effect from the date on which BN’s contractual amendment takes effect. If this right of termination is not exercised by that date, the new elements of the service contract are deemed approved by the customer.
Upon payment of the fee, the customer is entitled to use BN’s work results itself for the agreed purpose. To protect preparatory work and know-how, any use beyond the defined purpose, including disclosure to third parties, whether for payment or free of charge, is prohibited without BN’s written consent. Copyright, particularly the know-how used to produce the work results, and the right to reuse them remain in all cases with BN. Customer-specific data and information supplied by the customer may neither be disclosed to third parties nor used for other purposes by BN.
BN complies with the agreed delivery times and maintenance availability and response times, subject to delays for which BN is not responsible, such as delivery delays by BN’s suppliers, delays in the customer’s cooperation, force majeure, etc. Any delivery delays or failure to meet maintenance availability and response times do not entitle the customer to damages (whether for direct or indirect loss) or to withdraw from the contract, except in the event of intent or gross negligence by BN. Delivery periods start on the day on which the order becomes legally binding (see section 2 above).
If the customer is in default of accepting goods, BN is entitled, at its discretion, either to deposit the ordered goods at the customer’s risk and expense and thereby discharge its obligations, or to withdraw from the contract immediately. Before exercising this choice, BN grants the customer a short additional period to accept the goods.
BN ships ordered goods using a suitable transport company, but at the recipient’s expense. The customer must immediately address any complaints concerning damage to or loss of the goods in transit directly to BN upon receipt or discovery of the loss.
The customer must inspect the delivered goods immediately upon receipt and notify BN in writing of any defects no later than 14 days from the delivery date. If the customer fails to give notice of defects within that period, the delivery is deemed accepted as free of defects.
Any return of products by the customer requires BN’s prior consent and takes place at the customer’s expense and risk. Products must be returned in their original packaging and accompanied by a detailed description of the fault or defect.
The place of performance for deliveries of goods is always BN’s premises, even if delivery is made carriage paid, CIF, FOB or under similar terms. Benefits and risk pass to the customer when the goods are handed over to the customer or to a transport company at BN’s premises, even if transport is organised and managed by BN.
If shipment or handover is delayed or rendered impossible for reasons for which BN is not responsible, the delivery is stored at the customer’s expense and risk, subject to section 9 above.
For services, the place of performance is specified in the contract or order.
The customer is responsible for selecting and using the ordered goods and for the results achieved with them.
Unless otherwise agreed, BN provides a hardware warranty of 12 months for new goods and three months for repaired hardware, starting on the dispatch date of the new or repaired hardware. During this period, BN undertakes to remedy defects reported by the customer within that period by, at its discretion, either replacing or arranging replacement of defective or unusable parts, or repairing or arranging repair of them. Any further claim by the customer exceeding the value of the delivered goods, particularly for damages (whether for direct or indirect loss) and/or rescission of the contract, is excluded, except in the event of intent or gross negligence by BN. No warranty entitlement exists for software or for services under maintenance contracts.
The warranty does not apply if defects arise from external influences, use for unintended purposes, incorrect operation, inadequate maintenance, tampering or attempted repairs, or reasons attributable to the customer. This also applies to hardware covered by a warranty extension and maintenance.
Costs arising from unjustified warranty claims may be charged.
Regardless of the legal nature of the claim for damages asserted, in the event of defective performance of an order, BN is liable to the customer solely for direct or immediate loss according to the degree of fault, particularly in the event of a breach of the duty of care and loyalty or failure to comply with applicable professional standards. BN’s liability is limited to CHF 1 million, unless more extensive insurance cover exists or the injured customer can establish, to the legally required standard, a grossly negligent or intentional act or omission by BN.
Special case of consulting and engineering services: BN is liable solely for direct or immediate financial loss and only in the event of a grossly negligent act or omission. Liability is limited to a maximum of the amount of the fee paid. More extensive liability on the part of BN exists only if the injured customer can establish, to the legally required standard, a grossly negligent or intentional act or omission by BN.
To the extent that liability is validly excluded or limited under these GTC, this also applies to the personal liability of our employees and other persons assisting in the performance of our obligations.
The re-export of products is subject to international export control regulations. In particular, Swiss (SECO, State Secretariat for Economic Affairs, Export Controls/Industrial Products division), European and US export regulations must be observed. The customer undertakes to obtain information independently on the applicable foreign trade and export control regulations and to obtain any necessary authorisations itself from the relevant foreign trade authorities before exporting the products. Any onward delivery of products by customers to third parties, with or without BN’s knowledge, must also include the transfer of the export authorisation conditions. If a claim is brought against BN because the customer failed to obtain the necessary export authorisations for products delivered by BN, the customer must indemnify BN in full in this respect.
BN is entitled to engage persons to assist in the performance of its obligations. BN is liable for the activities of such persons as for its own actions.
The customer undertakes to treat confidential commercial data and information, such as offers and discounts, as confidential and to use them solely for the purposes of its contractual relationship with BN. Documents containing confidential data and information are marked “CONFIDENTIAL”.
The processing of the customer’s personal data within this business relationship takes place in accordance with BN’s current Privacy Policy, which can be viewed on BN’s website or obtained from BN on request.
All business relationships between BN and the customer are governed by Swiss law, excluding the Vienna Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is the registered office of BN AG.
Edition 2026-10
This document is available in German, French and English. In the event of any discrepancy, the German version shall prevail