General Terms and Conditions (AGB)

These terms and conditions apply to the entire business relationship between the customer and the supplier. When an order is placed, these GTC shall become an integral part of the contract. Amendments to these GTC or deviating GTC shall only be effective if the Supplier confirms them in writing.

Offers made by the supplier are subject to change. A legally valid contract is only concluded when the supplier issues a written order confirmation.

The scope and execution of the products and services shall be determined by the order confirmation or, in the absence thereof, by the supplier's offer.

Services that are not expressly warranted, namely documentation, programming, customizing, installation, commissioning, training and application support, are not part of the scope of services.

Changes to the order confirmation by the supplier are permitted, provided the products fulfill the same functions or the services fulfill the same purposes.

The customer shall inform the supplier in good time of any special technical requirements and of the statutory, official and other regulations at the place of destination, insofar as they are of significance.

If the documentation is not included in the scope of services, the customer may obtain it in the usual version against compensation.

If the customer requires documentation in special forms or in non-existent languages, this must be agreed separately.

Deviations in the documentation, namely in descriptions and illustrations, are permissible provided the documents fulfill their purpose.

Subject to any license terms to the contrary, the customer and its customers shall only have the right to use the software, work results, know-how, data carriers and documentation provided with the corresponding product, but not to sell, distribute, reproduce, extend or modify it independently.

Ownership and the right to further use shall remain with the Supplier or its licensors, even if the Customer subsequently modifies the software, work results or know-how records.

The customer shall take the necessary measures to protect software, work results and documentation from unwanted access or misuse by unauthorized persons.

The customer may make the necessary backup copies. He must mark these accordingly and store them separately and securely.

Unless a specific place of performance has been agreed or is evident from the nature of the transaction, the supplier may provide the products at its registered office.

If the supplier delivers products to another location, the customer shall bear the risks and costs of transport as well as the costs of packaging and customs clearance, even if the supplier organizes the transport.

If the Supplier provides services at another location at the Customer's request, the Customer shall reimburse the travel and accommodation costs.

The customer is responsible for the use of the products and services and their combination with other products, in particular with IT or electrical devices and systems. He must exercise the necessary care and observe all instructions of the manufacturer and the supplier.

The customer is obliged to pass on all information relevant to safety to the users in a suitable form.

The customer shall dispose of the delivered products after use at his own expense or transfer this disposal obligation to his customers.

The customer shall indemnify the supplier from all disposal obligations, namely from any obligation to take back the goods, from disposal costs and from corresponding third-party claims.

Only dates confirmed in writing are binding. Such dates shall be extended accordingly,

• if the supplier does not receive the information required for execution in good time or if the customer subsequently changes it;
• if the customer is in arrears with the work to be carried out by him or is in default with the fulfillment of his contractual obligations, in particular if he does not comply with payment terms;
• if obstacles occur that are beyond the supplier's control, such as natural disasters, mobilization, war, riots, epidemics, accidents and illness, significant operational disruptions, industrial disputes, late or faulty deliveries and official measures.

The supplier may make partial deliveries.

In the event of delays, the customer shall grant the supplier a reasonable period of grace for subsequent performance. If the grace period is not complied with and a further delay is unreasonable for the customer, the customer may declare the contract avoided, provided it notifies the supplier within three working days of the expiry of the grace period.

If the supplier is demonstrably responsible for the delay in delivery, the customer is entitled to compensation for the actual damage despite subsequent fulfillment or cancellation of the contract. Compensation shall be limited to one percent per week, up to a maximum of ten percent, of the value of the delayed delivery. Further claims arising from delays in delivery are excluded.

Unless a special incoming goods inspection has been agreed, the customer shall inspect all products and services himself.

Immediately upon receipt, the customer checks the delivered products with regard to identity, quantity, transport damage and accompanying documents. The customer shall also check the products for other defects as soon as possible.

Products and services shall be deemed to have been accepted if acceptance is not refused within ten days of delivery or if products and services are used commercially for more than twenty working days.

The customer must report any defects in writing immediately upon receipt of the goods. Hidden defects that could not have been discovered during a proper inspection must be reported in writing immediately after discovery.

The supplier warrants that it will exercise the necessary care and that its products fulfill the warranted characteristics.

The supplier is not liable for the results that the customer wishes to achieve with the products and services.

Excluded from the warranty are faults and malfunctions for which the supplier is not responsible, such as natural wear and tear, force majeure, improper handling, intervention by the customer or third parties, excessive strain, unsuitable equipment, malfunctions caused by other machines and systems, unstable power supplies, special climatic conditions or unusual environmental influences.

The customer shall not assert any claims due to an insignificant defect. Defects are insignificant, in particular if they do not impair the use of products and services.

In the event of significant defects, the customer must grant the supplier a reasonable grace period for rectification (repair or replacement delivery). For this purpose, the supplier must be granted free access to the premises. Dismantling and assembly, transportation, packaging, travel and accommodation costs shall be borne by the customer. Replaced parts shall become the property of the Supplier.

The warranty and limitation periods are twelve months from acceptance, but no longer than eighteen months from delivery. They shall not be interrupted by the acknowledgement or rectification of a defect.

If the rectification of defects fails, the customer shall be entitled to an appropriate price reduction. He may only declare the contract avoided if acceptance of the products is unreasonable.

If the supplier is demonstrably at fault for the defect, the customer shall be entitled to compensation for the actual damage, but to a maximum of ten percent of the value of the defective delivery, despite rectification of the defect, price reduction or termination of the contract.

The supplier shall be liable within the scope of its liability insurance for further personal injury and damage to property which the customer can prove to have been caused by the supplier's fault. Further claims, in particular for the conduct of auxiliary persons, are excluded.

Liability for indirect or consequential damages, such as loss of profit and other financial losses, is completely excluded.

The customer is obliged to accept the ordered goods.

If the parties have set a period for the delivery dates within which the customer can call for the goods, the customer must obtain the products by the last day at the latest. If the necessary information for calculating the period is missing, the date of conclusion of the contract shall be assumed.

If the customer does not call off the products on time, the supplier may set a reasonable deadline for this. If no call-off is made within this period, the supplier may deliver the products to the customer without being requested to do so and claim damages in addition to the price.

The customer may only return products after consultation with the supplier. The customer is responsible for proper transportation.

Unless otherwise stated, prices are quoted in Swiss francs excluding VAT, taxes, customs duties, transport, packaging, insurance, permits, certifications, installation, commissioning, training and application support. They are due for payment net within thirty days of invoicing.

If a payment deadline is linked to acceptance and this is delayed for reasons for which the supplier is not responsible, the due date for payment shall be based on the date on which the delivery was ready for acceptance.

If the customer causes delays in the execution of the contract, the supplier may adjust the prices accordingly.

The customer may only offset counterclaims with the written consent of the supplier.

If the customer does not meet the payment deadline, he must pay default interest of five percent per year from the due date without a reminder.

In the event of default of payment, the supplier is entitled to

• to declare that all claims arising from the business relationship with the customer, even if they do not originate from the same legal relationship, shall become due immediately;
• set the customer a reasonable grace period for all payments due and, if the customer does not settle the entire amount due within this period, declare the contracts terminated and reclaim the products and services supplied;
• make the further performance of services (including the rectification of defects), even if they do not arise from the same legal relationship, dependent on suitable securities from the customer, including advance payment.

If for any reason the production, purchasing, logistics and/or other costs associated with the Goods (including, but not limited to, costs of energy, equipment, labor, import, export, taxes, governmental duties or fees, transportation of raw materials, commodities or products) increase from the costs at the time of pricing, Supplier may notify Buyer in writing of the cost increase and request renegotiation of the price for the Goods. If the parties are unable to agree on a revised price, the Supplier may terminate the order with the Buyer. Compensation for damages as a result of termination is excluded.

Personal data, in particular data about companies, customers and employees, may be processed insofar as this is necessary for business transactions. Both parties shall observe the rules of data protection and take appropriate organizational and technical precautions.

Each party shall be responsible for the reliable backup of its own data and the data required for the provision of services. The customer shall back up all data in good time before an employee of the supplier can access its IT.

Both parties and their employees undertake not to disclose to third parties any information from the other party's business area that is neither generally accessible nor generally known, and to make every effort to prevent third parties from gaining access to this information. However, each party may continue to use knowledge that it acquires in the course of its business activities.

The customer is responsible for compliance with all relevant domestic and foreign export regulations.

This legal relationship is subject to Swiss law, excluding the conflict of laws and Vienna Sales Convention. The place of jurisdiction is the registered office of the supplier. The supplier may also appeal to the court at the customer's registered office.

AGB as PDF