GENERAL TERMS AND CONDITIONS OF SALE

TITLE I – GENERAL PROVISIONS

Article 1 – Purpose
These General Terms and Conditions of Sale, hereinafter referred to as the “GTC”, govern all contractual relations between Heidoo Sàrl, a company under Swiss law operating in particular the websites atelierdubadge.ch and heidoo.ch, hereinafter referred to as “Heidoo” or the “Seller”, and any natural or legal person, hereinafter referred to as the “Client”, ordering products or services marketed by Heidoo.

They define the rights and obligations of the parties in the context of the sale of advertising products, textiles, accessories, packaging and any other personalized or standard media offered by Heidoo.

Any order implies unreserved acceptance of these Terms and Conditions, unless otherwise agreed in writing.

Article 2 – Identification of the seller
Heidoo Sàrl
ZI Le Tresi 1
CH-1028 Préverenges
Tel. : +41 21 601 89 09

Commercial register (VD): CH-550.1.184.943-5
IDE / VAT: CHE-254.427.352

Article 3 – Scope of application
These General Terms and Conditions apply to all Clients, whether they are professionals or individuals, including companies, administrations, public authorities, associations, foundations, independents and consumers.

They govern all sales concluded by any means whatsoever, including via the website, email, telephone, business appointment or any other means of communication such as instant messaging (WhatsApp).

In the event of any conflict with the Customer's general terms and conditions of purchase, these General Terms and Conditions shall prevail, unless expressly accepted in writing by Heidoo.

Article 4 – Definitions
For the purposes of these General Terms and Conditions:
Client : any individual or legal entity requesting a quote, placing an order, or entering into a contract with Heidoo.
Product : any personalized, semi-personalized, or standard item sold by Heidoo.
Personalized Product : any product manufactured or adapted according to the Client's specifications, including badges, lanyards, pins, bracelets, keychains, textiles, stickers, packaging, or any other personalized item.
Proof (BAT - Bon à Tirer) : a document or preview allowing the Client to verify the text, colors, dimensions, positioning, visuals, quantities, and finishes before production. Its approval definitively authorizes the start of production.
Quote : a commercial proposal indicating, in particular, the products, quantities, prices, estimated delivery times, and any options.
Order : acceptance of a quote or confirmation of an order by any agreed-upon means.
Production : all production operations carried out by Heidoo or its partners.
Business Day : any day from Monday to Friday, excluding official public holidays in the Canton of Vaud.

Article 5 – Contractual Hierarchy
In the event of a conflict between several contractual documents, the order of priority is as follows:

  • the quote accepted or signed;
  • the specific conditions agreed in writing;
  • these Terms and Conditions.

Catalogues, illustrations, photographs, brochures, samples and advertising materials are provided for informational purposes only and have no contractual value unless expressly stated otherwise.

Article 6 – Modification of the General Terms and Conditions of Sale
Heidoo reserves the right to modify these General Terms and Conditions of Sale to take into account legal, regulatory, technical, or commercial developments.
The applicable version is the one in effect on the date of order confirmation. Any subsequent modification will not have retroactive effect.

TITLE II – PRODUCTS

Article 7 – Products
Heidoo sells promotional items, textiles, corporate gifts, communication materials, and accessories, both personalized and standard.
The product range may change at any time depending on collections, suppliers, or supply constraints, without Heidoo being held liable.

Article 8 – Personalized Products
Personalized products are manufactured exclusively according to the specifications communicated by the Customer, in particular with regard to logos, texts, visuals, colors, dimensions, numbering, QR codes, variable data or any other personalization requested.

Each custom-made item is made to order and is unique. Consequently, custom products cannot be returned, exchanged, or refunded, except with the express written agreement of Heidoo or as required by law.

This exclusion applies in particular to products with personalization carried out at the request of the Customer, such as printing, embroidery, engraving, marking, weaving, sublimation or any other personalization process.

The provisions of this article apply without prejudice to the guarantees provided for in these General Terms and Conditions, in particular in the event of manufacturing defects or non-conformity attributable to Heidoo.

Article 9 – Standard Products
Standard products are offered subject to available stock.

The photographs, dimensions, colors, and specifications shown in the catalogs or digital media are for illustrative purposes only. Reasonable differences due to manufacturing processes, materials, or screen settings do not constitute a defect.

Article 10 – Availability
Products are offered subject to availability from stock or from partner manufacturers.

In the event of unavailability beyond Heidoo's control, Heidoo may offer an equivalent product, an additional delay or cancellation of the order with a refund of the sums received for the unavailable products, excluding any other compensation.

Article 10 bis – Technical evolution of products
In order to guarantee the continuity of its activity, to take into account technical developments or to cope with supply constraints, Heidoo reserves the right to substitute a material, a component, a manufacturing process, a supplier or any other technical element with an equivalent having identical or superior characteristics, performance, functionality or level of quality.

When this substitution does not affect the essential characteristics of the product, its use, its purpose or its conformity to the agreed specifications, it does not constitute a modification of the order, a lack of conformity, or a reason for termination or claim.

When the modification is likely to have a significant impact on the essential characteristics of the product, Heidoo informs the Customer as soon as possible in order to agree, if necessary, on an appropriate solution.

TITLE III – QUOTATION AND CONTRACT FORMATION

Article 11 – Request for Quotation
Quotation requests are free and non-binding.
The Client shall provide all the information necessary for the preparation of the quotation, including the nature of the products, quantities, desired customizations, deadlines, delivery address, and any relevant technical information.
Heidoo may request additional information before preparing the quotation.

Article 12 – Validity of Quotes
Unless otherwise stated, quotes are valid for thirty (30) calendar days from the date of issue.
After this period, Heidoo may modify prices, delivery times, shipping costs, or withdraw its offer.

Article 13 – Formation of the contract
The contract is concluded upon the first of the following situations:

  • signature or written acceptance of the quote;
  • validation of an order or quote via the Heidoo website, the Bexio customer portal or any other electronic platform made available by Heidoo;
  • issuance of a purchase order accepted by Heidoo;
  • payment, in whole or in part, by the Client of the sums requested by Heidoo in respect of the order or quote.

Heidoo remains free to refuse an order until it has expressly confirmed it.

Article 14 – Order Refusal
Heidoo may refuse or suspend an order, particularly when:

  • the information or files provided are incomplete or unusable;
  • intellectual property rights appear uncertain;
  • The Client has outstanding payments;
  • manufacturing is technically impossible;
  • a supplier becomes unavailable;
  • Quality requirements cannot be guaranteed.
  • The requested timeframe is incompatible with the technical, logistical or supply constraints necessary to execute the order.

Such a refusal does not entitle the individual to any compensation.

Article 15 – Order Modification
All modifications must be made in writing.
Depending on the order's progress, modifications may result in a price adjustment, a new delivery date, a new proof, additional charges, or the order being refused.
No modifications can be guaranteed after production has begun.

Article 16 – Cancellation
The Customer may request the cancellation of their order.

Before validation of the final artwork, cancellation is possible without charge, subject to graphic services already completed.

After validation of the proof, Heidoo can invoice for graphic services, administrative costs and purchases already committed.

Once production has begun, as the products are made to order, cancellation is no longer guaranteed. The customer remains liable for any costs actually incurred, which may reach the total order amount once production has started or been completed.

TITLE IV – PRICES, INVOICING AND PAYMENT TERMS

Article 17 – Prices
Prices are expressed in Swiss francs (CHF), excluding taxes (HT) or including all taxes (TTC) depending on the type of customer and the destination of the goods. The applicable VAT is that in effect on the date of invoicing.

Unless otherwise stated, prices do not include shipping costs, specific graphic design services, installation, or assembly. These costs are listed separately on the quote or order confirmation.

Article 18 – Price Revision
The prices indicated in a quote are guaranteed during its period of validity.

Before final confirmation of the order, Heidoo may, however, adapt them in the event of circumstances beyond its control, in particular due to an increase in the cost of raw materials, a significant variation in exchange rates, an increase in transport costs, customs duties, taxes or tariffs applied by manufacturers.

In this case, the Client remains free to accept or refuse the new quote.

Article 19 – Payment Terms
Unless otherwise expressly agreed by Heidoo, orders are payable upon ordering.
Heidoo may require full payment or a deposit before commencing production or delivery.

Exceptionally, Heidoo may grant different payment terms, particularly to certain business clients, government agencies, or public authorities. These specific terms are detailed in the quote, order confirmation, or invoice.

Any payment facilities granted are simply a matter of commercial tolerance. They are personal, revocable at any time, and do not create any vested rights for the Client.

Article 20 – Start of manufacturing
Unless otherwise decided by Heidoo, manufacturing will only begin after receipt:

  • of the confirmed order;
  • usable graphic files;
  • of the validated BAT;
  • of the agreed payment or deposit, when required.

Manufacturing lead times begin from the receipt of the last of the elements necessary to start production.

Heidoo may, however, at its sole discretion and without this constituting a waiver of its rights, decide to begin manufacturing before receipt of the agreed payment or deposit, in particular due to the business relationship maintained with the Client, time constraints or any other special circumstance.

Such a decision does not in any way alter the Client's payment obligations or the other conditions agreed between the parties.

Article 20 bis – Proof of electronic exchanges
Exchanges carried out by email, ordering platform, customer area, electronic signature, online validation, professional messaging or any other electronic means used by the parties constitute admissible means of proof of orders, validations, modifications, acceptances of BAT and, more generally, of the execution of the contract.

Unless proven otherwise, the data recorded in Heidoo's computer systems, including order histories, confirmations, validations, computer logs, transmitted files and acknowledgments of receipt, shall be considered proof of the exchanges that took place between the parties.

Article 20 ter – Electronic signature
The parties acknowledge that an electronic signature, a digital validation, an acceptance click, an electronic acknowledgement of receipt or any other electronic identification process agreed between them produces the same effects as a handwritten signature, within the limits provided by applicable law.

Article 21 – Payment Methods
Payments may be made by bank transfer, credit card, TWINT, secure online payment, or any other method accepted by Heidoo.
Bank charges remain the responsibility of the Client.

Article 22 – Late Payment
Any invoice not paid by its due date will automatically accrue default interest at the rate stipulated by Swiss law or, failing that, at an annual rate of 5%, without prior notice.
Heidoo may claim, to the extent permitted by applicable law, reasonable costs incurred in recovering its debt, including reminder costs, costs of external parties and, where applicable, recoverable legal fees.

Article 23 – Consequences of late payment
In the event of late payment, Heidoo may, in particular:

  • suspend ongoing manufacturing;
  • defer deliveries;
  • refuse any new orders;
  • remove the agreed payment deadlines;
  • require cash payment for future orders.

These measures do not give rise to any compensation.

Article 24 – Set-off
The Client may not set off a claim against Heidoo unless it has been previously acknowledged in writing by Heidoo or established by a final court decision.

Article 25 – Retention of title
The goods remain the exclusive property of Heidoo until full payment of the price.

The Client shall take all necessary measures to preserve this retention of title. Where permitted by law, Heidoo may register it with the competent authorities.

TITLE V – CUSTOMIZATION, GRAPHIC FILES AND PROOF

Article 26 – Client Responsibility
The Client remains solely responsible for the files, texts, logos, photographs, trademarks, illustrations, colors, variable data, and other elements transmitted to Heidoo.
The Client warrants that they possess all necessary rights for their use and agrees to indemnify Heidoo against any third-party claims based on an infringement of intellectual property rights.

Article 27 – Graphic Files
To ensure optimal quality, files must be provided in a suitable format (AI, EPS, vector PDF, SVG, high-definition PNG, TIFF, or equivalent).
Heidoo may reject any file that is clearly unusable or of insufficient quality.

Article 27 bis – Production files
Unless otherwise stipulated, production files, graphic adaptations, vector files, technical mock-ups, print files or any preparatory document produced by Heidoo remain its property.

Their delivery to the Client is not included in the price of the order and can only take place under a written agreement or a specific invoice.

Article 28 – File Verification
Heidoo only performs a technical check of the files received.
Unless expressly requested, it does not verify spelling, grammar, contact details, or the consistency of information, which remain the sole responsibility of the Client.

Article 29 – Graphic Design Services
Unless otherwise specified in the quote, any designs, adaptations, or layouts created by Heidoo will be billed separately.
The number of included modifications will be specified therein. Any additional modifications may be subject to a supplementary charge.

Article 30 – Colors
Colors displayed on a screen, a digital proof, or any other electronic medium are provided for illustrative purposes only and may differ from the final product.
Even when a Pantone®, RAL, or other color reference is provided, Heidoo makes every reasonable effort to achieve the closest possible color match. However, a perfectly identical reproduction cannot be guaranteed.
The appearance of a color depends on several factors, including the substrate used, materials, manufacturing or personalization process, inks, dye baths, surface treatments, finishes, and the specific characteristics of each product.
Therefore, the same color reference may appear differently depending on whether it is applied to textiles, paper, cardboard, metal, enamel pins, plastic, silicone, wood, resin, or any other material.

Article 31 – Proof Approval (BAT)
Before any personalized manufacturing, Heidoo sends the Client a Proof Approval (BAT) allowing them to check in particular the texts, visuals, colours, dimensions, quantities, positionings, references, options and finishes.

The Client is required to carefully review the proof before any approval.
Approval of the proof constitutes final acceptance of all the elements contained therein and authorizes the commencement of production.

No claim can be based on an error, omission or inaccuracy visible in the validated BAT, unless the manufacturing carried out by Heidoo does not correspond to the approved BAT.

Any request for modification or cancellation made after approval of the proof is subject to prior agreement from Heidoo. It may result in the invoicing of costs already incurred, including preparation, graphic design, production, sourcing, printing, manufacturing, or any other services already performed.

TITLE VI – MANUFACTURING, TOLERANCES AND QUALITY CONTROL

Article 32 – Manufacturing
The products are manufactured in Switzerland or with carefully selected industrial partners.

Depending on the products, different processes can be used, including screen printing, sublimation, digital printing, thermal transfer, embroidery, laser engraving, stamping, enameling, weaving, embossing or any other suitable technique.

Each process has technical characteristics that the Client acknowledges and accepts.

Article 33 – Manufacturing Tolerances
As personalized products are manufactured using industrial or semi-artisanal processes, slight variations in dimensions, colors, positioning, texture, stitching, assembly or raw material are normal and do not constitute a defect of conformity provided they do not compromise the essential characteristics, functionality or normal use of the product.

Article 34 – Dimensional tolerances
Unless otherwise agreed in writing, dimensions may vary within the limits reasonably permitted by the manufacturing processes.

Article 35 – Quantities Delivered
For certain series productions, a quantity variation of ± 5% is permitted. However, Heidoo strives to deliver the exact quantity for small series.
Invoicing is based on the quantity actually delivered.

Article 36 – Color Variations
Reasonable color variations resulting from materials, manufacturing or customization processes, surface treatments, dye baths, suppliers, or substrates used are inherent to industrial processes.
These variations do not constitute a lack of conformity, a manufacturing defect, or grounds for complaint or rejection of the goods, provided they do not affect the essential characteristics, functionality, or normal use of the product.

Article 37 – Restocking
Each new production constitutes a separate production.

Reasonable differences may appear between several successive orders, particularly concerning color, materials, accessories, components or finishes, without constituting a lack of conformity.

Article 38 – Samples Samples
are provided for informational purposes only, to allow for general product validation.
Unless otherwise agreed in writing, they do not guarantee perfect identity with the final production.

Article 39 – Quality control
Heidoo implements quality controls adapted to the nature of the products and the manufacturing processes used.

These checks can be carried out at different stages of production, including during manufacturing, packaging or before shipment, in order to verify the general conformity of the products to the order specifications.

For mass production, quality controls may be carried out by sampling according to Heidoo's internal methods and practices. These do not constitute an individual and exhaustive verification of each item.

TITLE VII – DEADLINES, SHIPPING AND DELIVERY

Article 40 – Deadlines
The deadlines communicated by Heidoo are indicative only, unless otherwise agreed in writing.
They begin to run from the receipt of the last of the elements necessary to launch production, including:

  • final confirmation of the order;
  • usable graphic files;
  • validation of the proof (BAT);
  • the agreed payment or deposit, when required;
  • the availability of raw materials, components or information necessary to execute the order.

Any delay attributable to the Client, in particular in the transmission of information, files, validations or required payments, suspends or extends the execution deadlines by at least an equivalent period.

The delivery times provided by Heidoo correspond to the manufacturing, personalization, preparation, and shipping times of the order. They do not include carrier delivery times, unless otherwise agreed in writing by Heidoo.

Heidoo cannot be held responsible for a delivery delay attributable to the carrier as long as the goods have been shipped within the agreed time frame.

Article 41 – Urgent Orders
When Heidoo accepts an urgent manufacturing or delivery order, it undertakes to implement all reasonable means to meet the agreed deadline.
This service constitutes an obligation of means, not of result. No delay beyond Heidoo's control shall give rise to the payment of penalties, damages, or cancellation of the order.

Article 41 bis – Orders accepted subject to time limits
At the request of the Customer, Heidoo may accept an order whose desired time limit is particularly short or incompatible with the usual manufacturing, supply or transport times.

In this case, Heidoo undertakes to implement all reasonable means to meet the requested deadline, without however guaranteeing the availability of products, raw materials, production capacities, carriers or compliance with the desired date.

The Customer expressly acknowledges that this order is executed at their own risk with regard to the delivery time. Failure to meet the desired delivery time, when resulting from circumstances beyond Heidoo's control or from constraints inherent in manufacturing, supply, or transport, cannot justify cancellation of the order, refusal of the goods, a price reduction, or a claim for damages.

The Customer remains obligated to pay the full agreed price for products manufactured or ordered in accordance with their request.

Article 42 – Causes for extension of deadlines
Deadlines shall be extended in particular in the event of supply delay, stock shortage, transport difficulties, strike, social conflict, natural disaster, pandemic, technical failure, cyberattack, customs blockage, administrative decision, force majeure or any other event beyond the reasonable control of Heidoo.

Heidoo will inform the Client as soon as possible when such an event is likely to affect the performance of the contract.

Article 43 – Delivery
Products are delivered to the address provided by the Customer when placing the order.
The Customer is solely responsible for the accuracy of the information provided. Any additional costs resulting from an incorrect or incomplete address, or from the Customer's absence at the time of delivery, will be borne by the Customer.

Article 43 bis – Early Delivery
Heidoo may make a delivery before the initially estimated date.
Early delivery does not constitute a breach of contract or grounds for refusing the goods, unless otherwise agreed in writing by the parties.

Article 44 – Transport and delivery
Goods are shipped by the carrier chosen by Heidoo or agreed with the Customer.

Heidoo takes the utmost care in preparing, packaging, and shipping goods. Once handed over to the carrier, their delivery becomes the carrier's responsibility, subject to applicable mandatory legal provisions.

The delivery times provided by the carrier are estimates only. Once the goods have been handed over to the carrier, Heidoo no longer has control over the delivery times.

A delay attributable to the carrier cannot be considered a delay by Heidoo, provided that the goods were shipped within the time frame agreed between the parties.

Article 44 bis – Receipt of goods and transport incidents
Upon receipt, the Customer is required to immediately check the apparent condition of the packages.

In the event of damage, partial loss or any other apparent anomaly, it is up to him to make precise reservations with the carrier, to keep the packaging and to inform Heidoo as soon as possible in order to allow the case to be processed.

In the event of suspected loss, a package declared delivered but not received, or any other distribution anomaly, the Customer undertakes to provide Heidoo, as soon as possible, with any declaration, certificate or information requested by the carrier or its insurer in order to facilitate the processing of the claim.

The Client agrees to cooperate with Heidoo in the steps taken with the carrier in order to allow the processing of any claim or request for compensation.

The Client's failure to raise objections or cooperate may compromise or limit any recourse available against the carrier. In such a case, Heidoo cannot be held liable for any consequences resulting from this lack of cooperation.

Article 45 – Partial Deliveries
When manufacturing, supply, logistics or transport constraints justify it, Heidoo may make partial deliveries.

Unless otherwise agreed in writing for a single delivery, partial deliveries are deemed to conform to the order. They cannot justify refusal of goods already delivered, cancellation of the order, or a claim for compensation, provided they do not compromise the execution of the order.

When partial deliveries are decided by Heidoo, any additional transport costs are borne by Heidoo.

However, when the Customer expressly requests one or more partial or early deliveries, the transport costs and any resulting additional costs shall be charged to the Customer, unless otherwise agreed in writing between the parties.

Article 46 – Collection of Goods
When products are made available at Heidoo's premises or at an agreed location, the Customer undertakes to collect them within a reasonable timeframe. Failing this, Heidoo may charge storage fees after informing the Customer.

If the goods are not collected within ninety (90) days despite a formal notice, Heidoo may consider the order as abandoned, without prejudice to its right to full payment of the sums due.

TITLE VIII – RECEIPT OF GOODS AND CLAIMS

Article 47 – Product Verification
The Customer is required to inspect the products upon receipt or collection to ensure their conformity, the quantities delivered, and the absence of any apparent defects or damage.
The Customer undertakes not to distribute, install, modify, or use the products before carrying out this verification, unless such use is necessary to reveal a defect that could not reasonably have been detected during the initial inspection.
Any use, modification, or distribution of the products constitutes a presumption of conformity with respect to apparent defects, subject to any hidden defects that could not reasonably have been detected upon receipt.

Article 48 – Claim Period
Any claim relating to product conformity must be submitted to Heidoo within seven (7) calendar days of receipt.
Latent defects must be reported immediately upon discovery and within the time limits stipulated by applicable law.

In the absence of a claim within these time limits, the goods are deemed to be compliant and definitively accepted, subject to mandatory legal guarantees.

Article 49 – Content of the complaint
All complaints must be sufficiently documented and include at least:

  • the order number;
  • the invoice in question;
  • a precise description of the alleged defects;
  • usable photographs;
  • the quantities concerned;
  • any element useful to the investigation of the case.

Heidoo may request any additional information or samples necessary to examine the claim.

Article 50 – Product Returns
No returns may be made without the prior written consent of Heidoo.
Returned products must be complete, properly packaged, and shipped according to the provided instructions.

When the claim is deemed valid, reasonable return shipping costs are covered or reimbursed by Heidoo.

Article 51 – Handling of Complaints
Heidoo examines each complaint diligently.
This may include requesting additional information, seeking expert advice, obtaining the return of products, or conducting any other necessary verification.
The processing of a complaint does not suspend the Customer's obligation to pay outstanding invoices.

Article 52 – Measures in case of non-conformity
When a non-conformity is acknowledged or established by Heidoo, Heidoo chooses the most appropriate measure, which may include:

  • repair the products;
  • replace all or part of the order;
  • proceed with a new manufacturing process;
  • grant a price reduction;
  • refund the products in question.

Subject to applicable mandatory provisions, these measures constitute the Client's sole remedies.

The replacement, repair, remanufacturing or refund of products recognized as non-compliant extinguishes any other claim of the Customer, subject to the applicable mandatory provisions.

Article 52 bis – Partial Non-Conformity
When a claim concerns only part of the delivered products, it does not invalidate the entire order.
Corrective measures decided upon by Heidoo apply only to products actually recognized as non-conforming, unless technically impossible or otherwise required by law.

TITLE IX – GUARANTEES

Article 53 – Guarantee of Conformity
Heidoo guarantees that the products delivered correspond to the characteristics agreed upon at the time of ordering, subject to the manufacturing tolerances stipulated in these General Terms and Conditions of Sale

Normal variations inherent in industrial processes do not constitute a lack of conformity.

Article 54 – Warranty Exclusions
The warranty does not cover, in particular:

  • normal wear and tear of the products;
  • use not in accordance with their intended purpose or with Heidoo's recommendations;
  • unsuitable storage or preservation conditions;
  • excessive exposure to heat, cold, humidity, UV radiation or any other environmental condition that may alter the products;
  • the use of cleaning products, solvents, disinfectants, detergents, chemicals or any other product incompatible with the materials or personalization processes used;
  • deterioration resulting from excessive friction, abnormal abrasion, intensive use or unusual mechanical stresses;
  • any modification, transformation, repair or intervention carried out by a third party without the prior agreement of Heidoo;
  • errors appearing on a validated proof;
  • defects resulting from files, information or instructions provided by the Client.

These situations do not constitute defects in conformity or manufacturing attributable to Heidoo and cannot give rise to a warranty claim.

Article 55 – Personalized Products
Due to their unique nature, products made according to the Customer's specifications are neither returnable nor exchangeable.

This exclusion does not apply when an error is attributable to Heidoo, when a manufacturing defect is established, or when a non-conformity is found.

The mandatory rights granted to consumers remain reserved.

TITLE X – LIABILITY

Article 56 – Principle of Liability
Heidoo is liable exclusively for direct, foreseeable, and proven damages resulting from a fault directly attributable to it in the performance of the contract.
Subject to mandatory provisions of applicable law, any liability based on slight negligence is excluded where permitted by law.

Article 57 – Exclusion of Indirect Damages
To the extent permitted by Swiss law, Heidoo shall not be liable for:

  • losses in revenue or profits;
  • operating or production losses;
  • loss of customers or image;
  • replacement or recall costs for products;
  • contractual penalties borne by the Client;
  • data or information loss;
  • for any indirect, consequential or intangible damages.

The Client remains responsible for the economic consequences related to the use of the products in their business.

Article 58 – Financial Limitation
Except in cases of intentional misconduct or gross negligence on the part of Heidoo, the total compensation that may be charged to it is limited to the amount actually paid by the Customer for the products directly concerned by the claim.

This limitation applies regardless of the legal basis of the claim.

Under no circumstances will Heidoo be held responsible for the consequences of a simple delivery delay when it results from an event beyond its control or a cause provided for in these Terms and Conditions.

Unless Heidoo expressly agrees in writing, no late payment penalty, fixed compensation or penalty clause may be claimed or applied against it.

Article 59 – Responsibility for content provided
The Client remains solely responsible for: texts; translations; contact details; logos; photographs; illustrations; trademarks; transmitted files; intellectual property rights attached to the elements provided.

Heidoo cannot be held responsible for the consequences resulting from information or visuals validated or transmitted by the Client.

Article 60 – Force Majeure
Neither party shall be liable for any delay or failure to perform resulting from any event beyond its reasonable control, including but not limited to natural disaster, fire, flood, pandemic, war, social conflict, strike, cyberattack, power failure, telecommunications interruption, administrative decision, embargo, customs blockade or the exceptional failure of a strategic supplier.

The party invoking force majeure shall inform the other party within a reasonable time as soon as it becomes aware of it and shall communicate to it, as far as possible, all useful information on the nature of the event and its foreseeable duration.

The affected obligations are suspended for the duration of the event.

If this continues beyond a reasonable period, each party may terminate the contract for the services remaining to be performed, without any compensation other than the reimbursement of sums corresponding to the services not performed.

TITLE XI – INTELLECTUAL PROPERTY

Article 61 – Customer Guarantees
The Customer guarantees that it holds all the necessary rights or authorizations on the elements it transmits to Heidoo, including logos, trademarks, designs, photographs, illustrations, texts, slogans, models, designs or content generated by artificial intelligence.

It guarantees that their use does not infringe on any third-party rights.

Article 62 – Warranty Against Third-Party Claims
The Client warrants and indemnifies Heidoo against any claim, proceeding, judgment, costs, or damages arising from an alleged or proven infringement of an intellectual property right or a personality right.
The Client shall bear all financial consequences resulting from such claims.

Article 63 – Heidoo's Rights
The mock-ups, graphic proposals, concepts, illustrations, proofs, layouts, creations, designs and, more generally, all works produced by Heidoo remain its intellectual property until the express and written transfer of the corresponding rights.

Payment of the order does not, in itself, constitute a transfer of copyright.

Any reproduction, modification, distribution or reuse outside of the initial order may only take place with the prior written authorization of Heidoo.

Article 63 bis – Heidoo's Distinctive Signs
The trade name, trademarks, logos, visuals, photographs, commercial documents, and, more generally, all distinctive signs belonging to Heidoo remain its exclusive property.
Any reproduction, use, or distribution by the Client outside the scope of order fulfillment requires the prior written authorization of Heidoo.

Article 64 – File Retention

Unless otherwise requested in writing by the Client, Heidoo reserves the right to retain manufacturing files to facilitate potential restocking.
This retention does not constitute an archiving obligation or a guarantee of permanent availability.

The Client remains responsible for the safekeeping of their original files.

TITLE XII – COMMUNICATION, CONFIDENTIALITY AND REFERENCES

Article 65 – Commercial References

Unless the Client objects in writing before production begins, Heidoo may mention its trade name among its client references.
This mention is for informational purposes only and should not be interpreted as implying a partnership, exclusivity, or endorsement.

Article 66 – Presentation of achievements
Unless a confidentiality agreement has been agreed upon before manufacturing, Heidoo may photograph or reproduce the products made in order to present them on its website, its social networks, its catalogues, its commercial materials or at professional events.

No confidential or strategic information relating to the Client will be voluntarily disclosed. This use does not entitle the Client to any remuneration, compensation, or consideration of any kind whatsoever.

Article 67 – Confidentiality
Each party undertakes to keep strictly confidential all commercial, financial, technical, or strategic information obtained during the performance of this contract.
This obligation shall remain in effect for five (5) years after the termination of the contractual relationship.
This does not apply to information that is already public or whose disclosure is required by law or a decision of a competent authority.

TITLE XIII – PERSONAL DATA

Article 68 – Data Processing
Heidoo processes personal data in accordance with the Swiss Federal Act on Data Protection (FADP) and, where applicable, the General Data Protection Regulation (GDPR).

The data is used exclusively for:

  • the preparation of quotes;
  • order management;
  • manufacturing;
  • the delivery;
  • billing;
  • after-sales service;
  • compliance with legal obligations.

Article 69 – Data retention
Personal data is retained only for the period necessary for the performance of the contract, compliance with legal, accounting or tax obligations, or the defense of Heidoo's legitimate interests.

Article 70 – Rights of data subjects
Data subjects have the rights provided for by applicable legislation, including the rights of access, rectification, erasure where provided for, restriction of processing, objection and, where provided for by law, data portability.

Requests can be submitted according to the procedures outlined in Heidoo's Privacy Policy.

TITLE XIV – SPECIAL PROVISIONS FOR CONSUMERS

Article 71 – Personalized Products
Products made according to the Customer’s specifications or clearly personalized cannot be returned or refunded after order validation, except in the case of an error attributable to Heidoo, a manufacturing defect or a mandatory provision to the contrary.

Article 72 – Standard Products
Standard products may only be returned with the prior agreement of Heidoo and under the conditions communicated to the Customer.
Except in cases of error attributable to Heidoo, return shipping costs remain the responsibility of the Customer.

Article 73 – Pre-contractual information
Before any order, the Customer receives essential information relating to the products, prices, delivery times, payment terms, delivery costs as well as the main characteristics of the order.

TITLE XV – FINAL PROVISIONS

Article 74 – Applicable Law
These General Terms and Conditions are governed exclusively by Swiss law.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded, unless otherwise agreed in writing.

Article 75 – Amicable Settlement of Disputes
Before any legal proceedings, the parties shall endeavor to seek an amicable solution through negotiation, written exchange, mediation or any other alternative dispute resolution method, without prejudice to any protective measures that may be taken to preserve their rights.

Article 76 – Jurisdiction
Subject to mandatory provisions applicable to consumers, any dispute relating to these General Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of the canton of Vaud.

The place of jurisdiction is set at the registered office of Heidoo Sàrl.

Article 77 – Partial Invalidity
The invalidity or unenforceability of any provision of these General Terms and Conditions shall not affect the validity of the other provisions.
The clause in question shall be replaced, to the fullest extent possible, by a provision producing an equivalent legal and economic effect.

Article 77 bis – No Waiver
Heidoo's failure to enforce any provision of these Terms and Conditions at any given time, to grant tolerance, or to immediately exercise any right granted to it shall not be construed as a definitive waiver of that right, nor shall it prevent its subsequent exercise.
Any waiver of a right or provision of these Terms and Conditions shall only be effective if it results from an express agreement, in writing and signed by a duly authorized representative of Heidoo.

Article 78 – Interpretation and order of priority of contractual documents
In the event of contradiction or inconsistency between several contractual documents relating to the same order, the following order of priority applies:

  • the specific conditions expressly agreed between the parties;
  • the quote or the accepted order confirmation;
  • these General Terms and Conditions of Sale;
  • any other document or information medium.

No document originating from the Client, including its general terms and conditions of purchase, may be invoked against Heidoo without its prior written acceptance.

Article 78 bis – Entire Agreement
These General Terms and Conditions, the accepted quote, the order confirmation, and any special conditions constitute the entire agreement between the parties.
They supersede any prior agreement, correspondence, exchange, or document relating to the same subject matter.

Article 79 – Entry into force
These General Terms and Conditions of Sale shall enter into force on May 1, 2019

They cancel and replace any previous version.