📜 MASTER TERMS & CONDITIONS

English is the sole legally binding version. 

1. PURPOSE, SCOPE & ACCEPTANCE

1.1 These Master Terms & Conditions (“Terms”) govern all interactions between Hagrec SA (“Hagrec”, “the Company”, “we”, “our”) and any purchaser, user, distributor, reseller, organization, or individual (“Customer”) relating to the purchase, installation, access, download, subscription, integration, or use of any Products, Software, Services, or digital systems provided by the Company.

1.2 By placing an order, requesting an offer, creating an account, accessing Software, using an AI feature, or receiving any Service, the Customer irrevocably accepts these Terms.

1.3 Any modification, deviation, or additional agreement is valid only if confirmed in writing by Hagrec.

1.4 If the Customer provides their own terms and conditions, only overlapping provisions apply; all other conflicting clauses are superseded by these Terms unless a written agreement states otherwise.

1.5 These Terms apply to all past, existing, and future dealings. If retroactive enforcement is restricted by law, they apply from the earliest permitted date.

1.6 Hierarchy of documents (highest to lowest priority):

(1) These Master Terms

(2) Specific Service / Product Terms (e.g., SaaS Terms, Distributor Terms)

(3) Policy documents (Privacy, Refund, Warranty, AI Safety, Safety Statement)

(4) Website content, marketing materials, or communications.

2. DEFINITIONS

“Products” – All physical goods, devices, tools, consumables, accessories, components, ingredients, formulations, and digital goods.

“Software” – All applications, cloud systems, dashboards, firmware, APIs, AI systems, and algorithmic tools.

“Services” – Installation, configuration, training, consulting, diagnostics, maintenance, hosting, SaaS, and professional services.

“Offer” – A written or electronic proposal issued by Hagrec describing Products, Services, or pricing.

“Misuse” – Any use that contradicts instructions, safety guidance, intended purpose, environmental limitations, or professional standards.

“Force Majeure” – Events outside Hagrec’s control, including natural disasters, cyberattacks, outages, pandemics, conflicts, regulatory actions, supply-chain failures, and transportation disruptions.

3. LEGAL FRAMEWORK

3.1 These Terms are governed exclusively by Swiss substantive law.

3.2 Mandatory consumer protections applicable in the Customer’s jurisdiction remain unaffected.

3.3 Unless mandatory law dictates otherwise, the courts of Fribourg, Switzerland, have exclusive jurisdiction.

3.4 Hagrec may also pursue claims at the Customer’s domicile, at its discretion.

4. OFFERS, QUOTATIONS & MODIFICATIONS

4.1 General website listings, brochures, indicative prices, product suggestions, or AI-generated recommendations are non-binding and do not constitute offers.

4.2 A formal Offer issued by Hagrec is binding for 30 days, unless a different period is stated in writing.

4.3 All documents, specifications, drawings, and samples provided with an Offer remain Hagrec’s exclusive property and may not be transmitted to third parties without written authorization.

4.4 Values identified as indicative or approximate are not binding and serve only as estimation ranges.

4.5 A Customer accepts an Offer through written confirmation, purchase order, oral agreement, email confirmation, or other clear expression of intent. Hagrec typically issues an Order Confirmation to acknowledge acceptance.

4.6 If the Customer requests changes after accepting an Offer, Hagrec will notify within two weeks whether modification is possible and how it affects pricing, timeline, and feasibility. Hagrec will then issue a revised Offer. No modification is possible for Products already produced or delivered.

5. CONTRACT FORMATION

5.1 A binding contract is formed upon:

a) Hagrec’s issuance of an Order Confirmation; or

b) Processing of payment; or

c) Dispatch or delivery of the Product;

whichever occurs first.

5.2 Hagrec may reject or cancel an order if:

• payment fails or chargebacks occur

• fraud or misuse is suspected

• safety or compliance issues arise

• export or regulatory restrictions apply

• stock is unavailable

• pricing or technical errors exist

5.3 In case of cancellation, Hagrec refunds payments minus legitimate incurred costs.

6. DELIVERY, TRANSFER OF RISK & ACCEPTANCE

6.1 Unless agreed otherwise, delivery is EXW (Incoterms 2020) from Hagrec’s premises.

6.2 The place of performance is Hagrec’s registered address unless explicitly agreed otherwise.

6.3 Risk transfers to the Customer once the Products are handed to the carrier or made available for pickup.

6.4 Delivery dates are estimates and not guaranteed. Delays do not constitute breach unless expressly guaranteed.

6.5 The Customer must inspect all deliveries within 14 days. Failure to report defects in writing within this period constitutes acceptance and waiver of claims, except as required by mandatory law.

6.6 Hagrec will provide a delivery note signed by the Customer or carrier. Failure to sign does not waive inspection rights.

7. DELAYS, FORCE MAJEURE & CUSTOMER OPTIONS

7.1 Delivery deadlines are extended appropriately if Hagrec faces Force Majeure or other involuntary obstacles (e.g., supplier delays, illness, import delays, technical failures).

7.2 If a delay is not caused by Force Majeure, the Customer may:

a) Waive future deliveries (must notify immediately);

b) Request partial deliveries where feasible;

c) Set a reasonable grace period for performance.

7.3 If Hagrec cannot perform within the grace period, the Customer may withdraw from the affected part of the contract. Additional remedies follow art. 191 CO unless limited by these Terms.

7.4 Hagrec must notify the Customer of significant delays as soon as reasonably possible.

8. PRICES & PAYMENT TERMS

8.1 Prices exclude VAT, duties, shipping, installation, training, and recurring fees unless explicitly stated.

8.2 For orders exceeding CHF 30,000, 25% of the price is due upon contract conclusion; the remainder is due within 30 days of delivery.

8.3 Invoice payments are due within 30 days unless otherwise stated.

8.4 Late payments incur:

• interest at 4% above the SNB discount rate, automatically and without notice

• possible suspension of Services or deliveries

• requirement of advance payment or security deposits

• debt collection actions and recovery of all administrative/legal costs

• The SNB (Swiss National Bank) discount rate is published at https://www.snb.ch/en/iabout/stat/statrep.

8.5 If payment is not received within a reasonable grace period, Hagrec may withdraw from the contract even if Products were partially delivered.

9. RETENTION OF TITLE

9.1 Ownership remains with Hagrec until full payment is received.

9.2 Hagrec may register its retention rights in public registries.

10. INSTALLATION, COMMISSIONING & USE

10.1 Installation, configuration, or modification must be performed only by qualified personnel authorized by Hagrec.

10.2 First commercial or operational use constitutes acceptance of the Product.

10.3 The Customer must follow all instructions, manuals, safety warnings, and compatibility requirements.

10.4 Misuse voids warranties and transfers all resulting risks and liabilities to the Customer.

10.5 Only Hagrec-approved accessories, consumables, or formulations may be used.

10.6 Hagrec may disable or restrict functionality if:

• misuse is detected

• safety risks arise

• regulatory requirements mandate intervention

11. SOFTWARE LICENSE & DIGITAL ACCESS

11.1 Software is licensed, not sold, under a limited, revocable, non-transferable license.

11.2 The Customer may not disassemble, decrypt, reverse-engineer, modify, or bypass security controls.

11.3 Updates may be required for safety, performance, or regulatory compliance.

11.4 Cloud, SaaS, and IoT systems may experience interruptions; uptime is not guaranteed unless covered by an SLA.

12. AI SYSTEMS — RELIANCE DISCLAIMER

12.1 AI outputs may be inaccurate or incomplete. Do not rely on them for medical, legal, safety-critical, or high-risk decisions. Customer is solely responsible for verifying AI suggestions. Hagrec disclaims all liability for harm arising from AI use.

12.2 AI suggestions must not be used for:

• medical, nutritional, or therapeutic decisions

• allergy or pregnancy safety assessments

• legal, financial, regulatory, or engineering advice

• safety-critical or high-risk applications

13. WARRANTY

13.1 New Products include a 12-month warranty against manufacturing defects.

13.2 Warranty excludes, without limitation:

• misuse, incorrect handling, or contamination

• exposure to heat, freezing, moisture, or pests

• unauthorized repairs or modifications

• normal wear and tear

• opened cosmetics, ingestibles, or consumables

13.3 Hagrec may repair, replace, or credit defective Products. The choice of remedy is solely Hagrec’s.

13.4 Replacement does not restart the warranty period.

13.5 For hardware/devices, CO remedies (rescission or reduction) apply only where mandatory law requires.

14. LIABILITY LIMITATIONS

14.3 Mandatory consumer rights and non-excludable statutory remedies remain unaffected.

15. PRODUCT SAFETY, STORAGE & CONTAMINATION

15.1 The Customer is responsible for appropriate storage, hygiene, environmental protection, and contamination prevention.

15.2 Hagrec is not responsible for degradation or safety issues caused by:

• incorrect storage

• exposure to humidity, heat, freezing, or sunlight

• contamination from tools, water, hands, or foreign substances

• repackaging or transfer to non-approved containers

15.3 Contaminated or improperly stored Products are not eligible for refund or warranty.

16. RETURNS & REFUNDS

16.1 Returns follow the Refund & Return Policy.

16.2 For hygiene and regulatory reasons, the following cannot be returned once opened or unsealed:

• cosmetics & personal care products

• ingestibles, food, and wellness consumables

• powders, liquids, gels, oils, or ingredients

• digital goods, AI credits, or SaaS access

16.3 Professional/B2B purchases are final unless specifically agreed otherwise.

17. DATA PROTECTION

Personal data is processed in accordance with the Privacy Policy, the Swiss nFADP, GDPR, and other applicable regulations. Details on cookies and similar technologies appear in the Cookie Policy.

18. INTELLECTUAL PROPERTY

17.1 All designs, algorithms, Software, AI models, documentation, trademarks, and content remain Hagrec’s exclusive property.

17.2 No rights are transferred except those explicitly granted under a license.

17.3 Unauthorized reproduction, distribution, modification, or reverse engineering is prohibited.

19. DUTY TO INFORM

18.1 Both parties must notify each other promptly of:

• technical constraints

• legal or regulatory requirements relevant to performance

• issues that may impede timely execution

• conditions requiring adjusted solutions

18.2 Failure to communicate relevant information may limit available remedies.

20. FORCE MAJEURE

Hagrec is not liable for delays or failures caused by Force Majeure. Deadlines extend automatically for the duration of the impediment.

21. TERMINATION

20.1 Hagrec may suspend or terminate access to Software or Services for:

• non-payment

• misuse or safety risks

• regulatory restrictions

• breach of these Terms or applicable policies

20.2 Termination does not affect accrued obligations or outstanding payments.

22. SEVERABILITY

Invalid or unenforceable provisions are replaced by lawful terms reflecting the Parties’ intended commercial effect. The remainder of the Terms remain fully valid.

23. ENTIRE AGREEMENT

These Terms, together with all referenced policies, constitute the complete legal framework between Hagrec and the Customer and supersede all prior versions.

Updates are published on Hagrec’s official website at Master Terms and may be communicated via email to the Customer’s registered contact.

24. UPDATES TO TERMS

24.1 Hagrec may revise these Terms at any time.

24.2 Updates take effect upon publication.

24.3 Continued use of Products or Services constitutes acceptance of updated Terms.