I. Validity/offers/termination 

1. These general terms and conditions apply to all - including future - contracts with entrepreneurs, legal entities under public law and special funds under public law for deliveries and other services, including work contracts, services, advice, suggestions and other ancillary services. The purchaser's purchasing conditions will not be recognized even if we do not expressly object to them again after they have been received by us.
2. Our offers and information in connection with deliveries are subject to change. The offers published by Allegra Movement GmbH in the web shop do not constitute a contractual offer. An order from the customer via our web shop is considered an invitation to make a purchase offer to Allegra Movement GmbH. Allegra Movement GmbH also reserves the right to forward this invitation to make a purchase offer to the respective partner depending on the country and canton. Liability on our part is excluded in accordance with Section XVI Nos. 1 and 2. Verbal agreements, promises, assurances and guarantees made by our employees in connection with the conclusion of the contract only become binding upon our confirmation in text form. This particularly applies to directing work. The documents associated with our offers, such as drawings, illustrations, performance and consumption information, contain or are only approximate information and, unless otherwise provided, are not considered to be specially agreed properties. We reserve the right to make changes due to construction.
3. We reserve ownership and copyright to cost estimates, drawings and all other documents; They may neither be made accessible to third parties nor used for their purposes.
4. In case of doubt, the lncoterms in their most recent version are decisive for the interpretation of commercial clauses. 

II. Prices 

1. The prices are exclusive of the legally applicable VAT.
2. If duties or other third-party costs that are included in the agreed price change or arise later than four weeks after conclusion of the contract, we are entitled to change the price to the appropriate extent. 

III. Payment and billing 

1. Billing takes place with each delivery/work/service in text form by email. This also applies to partial deliveries.
2. Unless otherwise agreed or stated in our invoices, the remuneration is due immediately after delivery without any discount and is to be paid in such a way that we can dispose of the amount on the due date. The customer bears the costs of payment transactions. The customer is only entitled to a right of retention and offsetting to the extent that his counterclaims are undisputed or have been legally established.
3. If the payment deadline is exceeded or in default, we charge interest amounting to 9% points above the respective base interest rate, unless higher interest rates have been agreed. The assertion of further damages remains reserved.
4. The purchaser is in default no later than 30 days after the due date and receipt of the invoice/payment statement or the due date and receipt of the service. The customer is not in default as long as the service fails due to a circumstance for which he is not responsible.
5. If it becomes apparent after conclusion of the contract that our claim to payment is at risk due to the purchaser's inability to perform, or if due invoices or agreed installments are not paid on time, loss of deadline is deemed to have been agreed. We are then also entitled to demand payment of all outstanding claims arising from the ongoing business relationship with the customer. Furthermore, these rights extend to all other outstanding deliveries, works and services from the business relationship with the customer. In addition, in the aforementioned cases, we are entitled to withdraw in accordance with the statutory provisions. If a withdrawal from the contract occurs for the aforementioned reasons, we are entitled, without prejudice to other claims, to demand a contractual penalty in the amount of 10% of the order sum leading to the withdrawal.
6. An agreed discount always refers only to the invoice value, excluding freight, and requires that all of the purchaser's due liabilities have been settled in full at the time of the discount.
7. Claims assigned to us by the customer against his insurers or other debtors are exclusively for the sake of performance. 

IV. Execution of deliveries, delivery times and dates, assembly, acceptance 

1. Our delivery and assembly obligation is subject to correct and timely self-delivery, unless the incorrect or late self-delivery is our fault. The timely production of the work is also subject to the timely production of the preliminary work necessary for the production of the work by the purchaser, his vicarious agents and/or third parties. Any late production of necessary preliminary work will be at the expense of the purchaser, regardless of the reason for the delay, regardless of whether the purchaser is responsible for the delay.
2. Delivery and assembly times are approximate. Delivery and assembly times begin on the date of our order confirmation and only apply provided that all details of the order are clarified in a timely manner and all obligations of the customer are fulfilled in a timely manner, such as: B. Provision of all official certificates, provision of letters of credit and guarantees or payment of down payments, plans, construction drawings, transfer of the floor space, components, objects and/or materials to or with which the commissioned work services are to be performed.
3. We are not owed any engineering, landscape architecture or architectural work unless expressly agreed between the parties.
4. We are entitled to pass on the order in whole or in part to other entrepreneurs (subcontractors) for execution.
5. Our facilities are built in accordance with the rules of Parkitect GmbH standards. This standard is attached to the offer in text form and is part of the contract.
6. If it is agreed that the trail built by us is operated by the customer himself, this operation is solely at his risk and expense. He bears full responsibility for the operation, in particular he has to ensure that only trained employees are used in the operation and that all people who use the trail are sufficiently instructed beforehand. If claims are made against us by third parties due to damage in connection with the operation of the trail by the client, the client must indemnify us and hold us harmless.
7. Force majeure events entitle us to postpone the construction of trails or the provision of other services, in particular marketing services, for the duration of the hindrance and a reasonable start-up time. This also applies if such events occur during an existing default. Force majeure is any external, unforeseeable and uncontrollable event that cannot be prevented even with the utmost care. Force majeure includes adverse weather conditions, adverse vegetation, adverse soil conditions, monetary, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine breakdown, shortage of raw materials or energy), obstruction of transport routes, delays in the delivery Import/customs clearance, lack of local workers, as well as all other circumstances which, through no fault of ours, make construction significantly more difficult or impossible. It is irrelevant whether these circumstances occur with us, the supplier or a sub-supplier. If the execution of the contract becomes unreasonable for one of the contracting parties due to the aforementioned events, in particular if the execution of the contract is delayed in significant parts by more than 6 months, this party can declare the cancellation of the contract.
8. For work services, the customer is obliged to accept the work immediately after completion.
9. When the work is accepted, the purchaser is obliged to issue a corresponding receipt in the form of an acceptance protocol signed by the purchaser and presented by us, provided it is free of defects. When the receipt is signed, the work is deemed to have been accepted.
10. A work is also deemed to have been accepted if we have given the purchaser a deadline of 7 days for acceptance after completion of the work and the purchaser has not refused acceptance within this period, citing at least one defect. 

V. Special obligations of the purchaser 

1. The customer undertakes to comply with the legal regulations in connection with the order placed with us. If the customer violates the obligations in accordance with sentence 1, he is obliged to compensate us for the resulting damage.
2. The purchaser must, on his own initiative and at his own expense, obtain all official permits necessary to carry out the work contractually undertaken by us, such as, in particular, the building, commercial, nature conservation, landscape and environmental protection authorities as well as water law permits, and the necessary consents of third parties who may be affected by the work in their legal sphere; If claims are made against us for such an occasion, the customer must indemnify us and hold us harmless.
3. Unless otherwise agreed, the customer has agreed to provide us with the necessary equipment and auxiliary materials in a timely manner and free of charge, even if a flat rate price has been agreed. Any precautions taken by the purchaser that may be necessary for our service, such as structural measures, must be completed before our employees arrive.
4. The purchaser must take all security measures necessary to protect people and property as long as these are related to the property or location. In this respect, the purchaser has an increased obligation to warn and provide information (e.g. danger zones). He must inform our employees of these to the extent this is necessary for their work. This applies in particular to systems or work in areas where there is a risk of explosion, as well as to the presence, location and route of lines of any kind, especially water and power lines.
5. The customer must provide us with all documents required for our service. He must also support us in providing our services, in particular to enable unhindered access to the location of the service to be provided by us and to assign an employee who is responsible for operating, supporting or monitoring the system or parts of the system on which ours is authorized and able to provide the service. If he does not fulfill these obligations, he is liable to us for all resulting damages and at the same time releases us from any liability.
6. The purchaser must indemnify us against third-party claims that arise from the failure to mark or incorrectly identify property boundaries.
7. The purchaser must strictly adhere to any usage/security instructions we may provide. This also applies to usage/safety instructions given after acceptance. Usage/security instructions provided by us before or upon conclusion of the contract will become part of the contract unless otherwise agreed.
8. The customer grants us all rights with regard to the work services provided that are necessary to use them for communication, advertising and training purposes.
9. If the purchaser recognizes that his own information and requirements are incorrect, incomplete, ambiguous or cannot be implemented, he must inform us immediately of this and the consequences he is aware of. 
10. After prior agreement, the purchaser is obliged to reimburse the costs of necessary technical measures that go beyond the agreed scope of services.
11. If the customer changes or cancels orders, work, plans and the like, or changes the requirements for the provision of the service, he will reimburse us for all costs incurred as a result and release us from all liabilities towards third parties. 

VI. Special provisions for repairs and maintenance work 

1. We are obliged to refuse legitimate services and not to carry them out if they do not meet our standards.
2. If an assessment of the feasibility of a repair/maintenance or an offer (cost estimate) for the repair/maintenance is required and the item must therefore be inspected on site or further inspection procedures must be carried out, we are responsible for the costs incurred, including any third-party costs as well as the To reimburse the costs of sending staff if an order is not subsequently placed. 

VII. Duration/termination of service contracts 

1. The termination of service contracts must be in text form.
2. In the event of a breach of contract by the client, we have the right to block access to the services provided. A blocked or terminated client is not permitted to establish or attempt to establish other access to our services.
3. Prepaid fees or remuneration will not be refunded in the event of unjustified termination.
4. Upon termination of the contract, all rights to use the services we provide expire. Access to the Services will be blocked upon termination. 

VIII. Rights of use for marketing contracts 

1. If the customer uses our marketing work outside the scope of the contract, such as:
   • • outside the area specified in the contract (spatial extent) and/or 
     • after termination of the contract (time extension) and/or 
     • in a modified, expanded or rearranged form (extension of content) and/or 
     • through use in other advertising media, we can charge an appropriate market fee for this.
2. We are entitled to all rights to our services and their labeling, including patent, copyright, trademark, license rights or other property rights or rights and may only be exercised within the framework of the express contractual agreements, in the manner expressly regulated by the contract and for which contractually valid period can be used by the client in accordance with the contract.
3. Outside of the usage rights or other rights expressly granted herein, the client is not granted any further rights of any kind, in particular to the company name and to industrial property rights such as patents, utility models or trademarks, nor do we have a corresponding obligation to grant such rights.
4. If the client brings in ideas and suggestions, we may use them free of charge to develop, improve and sell the products from their portfolio.
5. If the client orders individualized services, he transfers all rights required for implementation and use, in particular trademarks, copyrights and other intellectual property rights, to us for the duration of the intended purpose. 

IX. Confidentiality of data as well as operational and business secrets, reference 

1. The customer must treat all information provided to him in connection with the order and all data otherwise known to him as well as operational and business secrets confidentially and also impose this obligation on his employees; In particular, he may neither pass them on to third parties nor make them accessible in any other way.
2. We may name the client as a reference customer on our website or in other media and contexts. 
3. The client is only permitted to specify our company as a reference with our prior consent in text form. 

X. Protection of Intellectual Property 

To the extent that work results are copyrightable, we as the producer remain the author. In these cases, the client only receives the revocable, exclusive and non-transferable right of use to the work results, which is limited by us in terms of time and location, unless otherwise agreed in the contract. We reserve the right to archive work and drafts and use them for reference. 

XI. Copyright and trademark rights 

1. The client declares that he is in possession of the copyright and/or trademark rights required for the services he has commissioned or, if he is not the author and/or trademark owner himself, that he has obtained permission for use from the author and/or trademark owner who obtained images, trademarks and/or names. We do not check whether the client is in possession of the copyright and trademark rights required for the services to be provided. Liability towards third parties with regard to copyright and/or trademark rights claims for the services ordered is therefore excluded in accordance with Section XVI Nos. 1 and 2. If the commissioned services violate copyright and/or trademark law, the client is responsible for this. The client is obliged to release us from liability towards the rights holder in the event of a breach of the aforementioned obligation.
2. With full payment of the agreed remuneration, the client acquires the rights of use to all work carried out by us within the scope of this order for the contractually agreed duration and to the contractually agreed scope. This transfer of usage rights applies, to the extent that a transfer is possible under Swiss law, for the agreed use in Switzerland. Uses that go beyond this area require an agreement in text form as part of the order or a separate additional agreement in text form. Rights of use for work that have not yet been paid for at the end of the contract remain with us, unless otherwise agreed.
3. We may sign the advertising material we have developed appropriately and in accordance with industry standards and publish the order placed for our own advertising.
4. The transfer of granted usage rights to third parties and/or multiple uses are, unless regulated in the initial order, subject to a fee and require our consent in text form. The client is obliged to obtain the necessary consent before the intended transfer and must inform us of this process in text form within 14 days of the transfer of the usage rights at the latest.
5. We are entitled to information about the extent of use, without prejudice to the aforementioned regulations. 

XII. Liability for material defects 

1. The warranty period is one year from acceptance of the work. The warranty period will not be extended by replacing the item or parts or components of the item.
2. In order to uncover any defects at an early stage, the purchaser must carry out an inspection immediately after setting up mountain bike or hiking trails or other facilities. The successful completion of such a test run is considered acceptance.
3. Material defects in the work must be reported immediately in writing by email, no later than seven days after acceptance. Material defects that cannot be discovered within this period, even with the most careful inspection, must be reported in text form by email immediately after discovery, and at the latest before the end of the agreed or statutory limitation period - with any processing and treatment immediately stopped. If there is an insignificant reduction in the value or suitability of the work, our liability for material defects is excluded. If the work has already been resold, processed or redesigned, the purchaser is only entitled to the right to reduce the price.
4. After the customer has carried out an agreed acceptance of the work, complaints about material defects that were detectable during the agreed type of acceptance are excluded.
5. The defectiveness of the work at the time of acceptance must be proven by the purchaser.
6. If a defect is justified and reported in a timely manner, we can, at our discretion, eliminate the defect or install or build a defect-free item (subsequent performance). In the event of failure or refusal of supplementary performance, the purchaser can reduce the remuneration for the work or withdraw from the contract after setting and unsuccessful expiry of a reasonable deadline. If the defect is not significant, he is only entitled to the right to a reduction in price.
7. If the purchaser does not immediately give us the opportunity to convince ourselves of the material defect, or if he does not immediately make the object complained about available upon request, all rights due to the material defect expire.
8. We will only cover expenses in connection with subsequent performance if they are appropriate in the individual case, in particular in relation to the remuneration for the work, but in no case exceed 150 % of the order value. Excluded are the purchaser's costs for rectifying a defect himself without the legal requirements for this being met. We will not cover any expenses that arise as a result of the sold work being moved to a location other than the purchaser's headquarters or branch, unless this corresponds to its contractual use.
9. We do not give any guarantee for a specific purpose or suitability of the work, unless otherwise expressly agreed in text form; Otherwise, the risk of use and use lies exclusively with the purchaser.
10. We do not provide any warranty for damage to mountain bike or hiking trails or other facilities caused by force majeure. Force majeure includes adverse weather conditions, in particular precipitation, lightning strikes, fire, avalanches and mudslides.
11. If we have to comply with the purchaser's drawings, specifications, samples, etc., the purchaser assumes the risk of suitability for the intended purpose.
12. We provide no liability for deviations of our services from the agreed quality that are tolerated by ÖNORMEN, EN or DIN or otherwise customary.
13. For repair and maintenance work, our warranty is limited to the services provided. We only guarantee the perfect functioning of a system or the like, the components of which were not supplied exclusively by us, if, despite the provision of components by the customer or a third party, we undertake to produce the entire system (mountain bike / hiking trail / Pumptrack or the like) in text form and if the faulty function is not based on incorrect or incomplete information provided by the purchaser.
14. Exchanged items, parts or components become our property. We will not reimburse the costs of any defect rectification carried out or attempted by the purchaser or a third party.
15. The purchaser is not entitled to withhold payments due to warranty claims or other counterclaims not recognized by us.
16. Liability for factual statements about the customer's products and services contained in the advertising measures and the ability to protect or register the ideas, suggestions, proposals, concepts, drafts, etc. provided under the contract under patent, copyright and trademark law is in accordance with Section XVI No. 1 and 2 excluded. The client releases us from all obligations that third parties assert against us due to a breach of this responsibility by the client. In addition, we are permitted to prevent the use of the content. 

XIII. General Limitation of Liability 

1. Due to breach of contractual and non-contractual obligations, in particular due to impossibility, delay, negligence in initiating the contract and unlawful acts as well as warranty claims, we are only liable - including for our executive employees and other vicarious agents - in cases of intent and gross negligence. 
2. These restrictions do not apply in the event of a culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized and the damage is typical contractual damage foreseeable at the time the contract was concluded, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and the health and not even if and to the extent that we have fraudulently concealed defects in the work or guaranteed their absence. The rules on the burden of proof remain unaffected.
3. Unless otherwise agreed, contractual claims that the customer may have against us due to or in connection with the production of the work expire one year after acceptance of the work, unless they require compensation for physical injury or damage to health or typical, foreseeable damage or are based on intent or gross negligence on the part of the purchaser. Our liability for intentional and grossly negligent breaches of duty remains unaffected. In cases of supplementary performance, the limitation period does not begin to run again. XV No. 1 remains unaffected by this.
4. If claims are made against us by third parties during production and delivery based on the drawings, samples, models or other documents provided by the purchaser, the purchaser will indemnify us and hold us harmless.
5. When using the systems and other items delivered or assembled by us, the purchaser is obliged to strictly comply with all regulations, technical regulations, installation instructions, operating and usage instructions that exist to protect against dangers and to only use authorized specialists when using them.
6. Furthermore, the purchaser undertakes to notify us immediately of any liability cases and to provide us with the necessary documents.
7. The client is responsible for the content he provides. This responsibility is governed by general laws and regulations, in particular the liability provisions of this agreement. The risk of the legal admissibility of the project measures carried out is borne by the client. 

XIV. Bankruptcy 

If insolvency proceedings are opened against the customer's assets and the right pursuant to Section 78 IO is exercised, or the opening is rejected due to insufficient assets, we are entitled - without prejudice to our other rights - to withdraw from the contract in accordance with the statutory provisions. 

XV. Place of performance, place of jurisdiction and applicable law 

1. The place of fulfillment for our deliveries is our company headquarters. At our discretion, the place of jurisdiction is the registered office of our company or the registered office of the purchaser.
2. In addition to these conditions, Swiss law applies exclusively to all legal relationships between us and the customer. The provisions of the Convention of April 11, 1980 on contracts for the international sale of goods (CISG) do not apply. 

XVI. Miscellaneous 

1. Correspondence between the contracting parties takes place in text form by email, unless another form is mandatory in the contract. Oral correspondence has no legally binding effect unless the parties agree otherwise or there is imminent danger to the parties' mutual economic interests or legal interests. This does not apply to correspondence that is contractually subject to text or written form. Consent to communication via email is granted upon conclusion of the contract without any further need for regulation.
2. If individual provisions of the contract with the customer, including these general terms and conditions, are or become ineffective in whole or in part, this will not affect the validity of the remaining provisions. The completely or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to that of the ineffective regulation. 

As of: 03/2023