General Terms and Conditions (GTC) of BSQ Technologies GmbH (BSQ TECH GMBH)
The present general conditions are an integral part of the order that BSQ TECH GMBH concludes with the customer. They apply to every single assignment and remain valid for the entire duration of the project.
General conditions of the customer only apply if they are expressly recognized by BSQ TECH GMBH in writing.
2. OFFER, CONCLUSION OF CONTRACT AND CHANGES
Price lists, brochures and Internet offers from BSQ TECH GMBH contain non-binding information and guide prices. Telephone information is non-binding unless it is clearly identified as an offer and confirmed in writing.
In terms of time, the offers from BSQ TECH GMBH are subject to confirmation, unless they are expressly designated as binding by the time limit.
A customer order will be confirmed in writing by BSQ TECH GMBH in writing or by email.
If the customer requests a change to the offer or the order confirmation, he will be informed within 2 weeks whether the change is possible and what effects it will have on the provision of services, dates and prices.
For purchases by BSQ TECH GMBH on behalf of the customer, the customer is the contractual partner towards the seller. BSQ TECH GMBH acts as a direct representative of the customer and is not obliged to make such orders.
3. PERFORMANCE OF THE CONTRACT, PLACE OF PERFORMANCE, BENEFIT AND DANGER, PACKAGING, SHIPPING, ACCEPTANCE
The order confirmation or the contract concluded between the parties is decisive for the scope and execution of the order.
Unless a special place of performance has been agreed by the parties or if such a situation arises from the circumstances, the place of performance is the seat of BSQ TECH GMBH.
Unless otherwise agreed, the benefits and risks pass to the customer when the services or works of BSQ TECH GMBH are sold.
Unless otherwise agreed, BSQ TECH GMBH determines the packaging, the place of dispatch and the dispatch route. At the customer's written request, the goods will be insured against damage to storage, breakage, transport, water and fire at his own expense.
The customer must check the quality of the services during fulfillment and after delivery, as soon as it is feasible in the normal course of business, and notify BSQ TECH GMBH of any defects immediately in writing. If the customer fails to notify immediately, the service is deemed to be free of defects in all functions and the delivery is approved, so that BSQ TECH GMBH assumes no liability.
4. CONFIDENTIALITY AND UNDERTAKING
Business and company secrets as well as the documents provided by the customer are neither made accessible nor passed on to third parties.
BSQ TECH GMBH allows itself to accept further orders from third parties for the duration of the contract, which have the same project objective as that of the customer.
5. INFORMATION REQUIREMENT
The parties draw mutual and timely attention to special technical requirements and the regulations applicable at the place of destination, insofar as they are important for the execution and use of the products. Furthermore, the parties inform themselves in good time about obstacles which can jeopardize the contractual execution or lead to unsuitable solutions.
6. CUSTOMER ACQUISITION
The parties agree that the customer acquires all rights to the services that the employee employed by BSQ TECH GMBH provides to the customer in the exercise of his project support, including in particular copyrights. The customer does not have to pay any separate remuneration for this.
7. FEE AND PAYMENT
The fee rates, expenses and prices are specified in the offer and agreed in the order confirmation.
The services performed are billed monthly in the form of a partial or final invoice. Services based on time are billed according to the agreed rates.
Travel and travel expenses as well as additional costs related to the order will be charged in addition to the fee in accordance with the relevant documents.
Unless otherwise agreed, the (indicative) prices apply ex works without freight, customs, additional import taxes, inspection costs, packaging and insurance for goods deliveries and workpieces, but plus statutory VAT.
Services according to standard prices +/- 15% (+/- 20% for work on new technologies) are billed monthly according to the status of the work actually performed, as are services based on a rough cost estimate. The services according to the guide prices include maintenance costs and services such as inspection breaks, telephone expenses and postage.
Depending on the subject and scope of the services to be provided, advance payments can be agreed. All payments are to be made in the agreed currency without any deductions within 30 days after invoicing to the bank or post check account of BSQ TECH GMBH (expiry date).
Withholding payments pursuant to Art. 82 OR are not permitted, as is offsetting against counterclaims, unless the offsetting is undisputed or legally binding.
Checks and bills of exchange are only accepted after payment and only on account of performance. All associated costs are borne by the customer.
In the event of late payment by the customer, BSQ TECH GMBH reserves the right to charge a default interest of 5% from the expiry date without prior warning. Furthermore, BSQ TECH GMBH is entitled to execute outstanding orders only against advance payment or to make the execution dependent on other sufficient security.
8. LIMITATION OF LIABILITY
The liability of BSQ TECH GMBH is limited to CHF 5,000,000 per event and order.
According to Art. 101 OR, BSQ TECH GMBH is liable for unlawful intent and gross negligence. Further liability and liability for auxiliary persons are excluded.
If the customer is jointly or solely responsible for the damage or defect, he cannot raise any liability claims against BSQ TECH GMBH. In particular, BSQ TECH GMBH is not liable:
a) if the causes of the damage or the deficiency do not come exclusively from the risk area of BSQ TECH GMBH, but also causes outside of their risk area are solely or jointly responsible.
b) if the customer has caused the damage or the defect through instructions or in some other way. BSQ TECH GMBH can rely on the customer's instructions and does not have to check them. BSQ TECH GMBH has no obligation to issue warnings for incorrect instructions or other specifications from the customer.
c) if there is a direct transition to series production without the preliminary stage of sample production, prototype production and pre-series production.
d) if services from BSQ TECH GMBH are installed as part of an overall product.
e) if changes or repairs are made to the services without the consent of BSQ TECH GMBH.
f) if, in the event of a damage, measures are not taken immediately to counteract the damage.
g) if damage occurs due to natural wear and tear, force majeure, improper treatment, poor maintenance, disregard of operating regulations, excessive use, unsuitable equipment, chemical and electrolytic influences, poorly executed construction and assembly work, external environmental influences and other causes, the BSQ TECH GMBH is not solely and solely responsible.
h) for third-party services, even if they were commissioned by BSQ TECH GMBH.
i) for damage caused by the staff of BSQ TECH GMBH in the customer's company, unless the work is monitored and controlled by BSQ TECH GMBH.
j) for new developments and constructions (explicit exclusion of the risk of experimentation and testing), especially not for innovations in process engineering. With prototypes, the risk of experimentation with commissioning is excluded.
BSQ TECH GMBH is not liable for indirect damage such as loss of profit or pure financial loss.
The customer is solely responsible for observing legal regulations when using the services of BSQ TECH GMBH.
9. PERSONNEL RECRUITMENT
The customer undertakes under no circumstances to entice or employ BSQ TECH GMBH employees during the contract period and for 24 months beyond, or to attempt to entice or employ these employees.
If the customer violates this obligation, he must pay BSQ TECH GMBH a contractual penalty in the amount of the invoices for the past six months. If the assignment has not lasted six months, the contractual penalty is six times the monthly average.
BSQ TECH GMBH is entitled to request that the condition contrary to the contract be remedied. The payment of the contractual penalty and the replacement of any further damage does not release the customer from the obligation to comply with the ban on poaching.
The contractual relationship must be terminated in writing. The notice period is 8 weeks, unless another period has been expressly agreed. The services provided up to the termination of the contract are billed on the basis of the contract conditions. Claims for compensation due to termination of the contract at the wrong time are reserved, whereby the replacement of any lost profit is excluded in this case.
11. FINAL PROVISIONS
Contract changes and additions are only possible in writing. This requirement can only be waived in writing.
Swiss law is applicable.
The parties agree on Bazenheid / SG as the place of jurisdiction. However, BSQ TECH GMBH may also appeal to any other competent court.