GTC

This text was translated with AI. The legally valid GTC can be found on the German page.

1. These General Terms and Conditions (“GTC”) govern the business relationship between Swiss Electronics GmbH, Hauptstrasse 20B, 9214 Kradolf (hereinafter “Swiss Electronics”) and its customers. They are applicable as soon as the Customer purchases services or products from Swiss Electronics and form an integral part of every contract between Swiss Electronics and the Customer. They shall also apply to all future relationships between the two parties without the need for express confirmation each time.

2. The Customer expressly waives its own General Terms and Conditions and accepts these GTC in full. The use of the customer’s own order forms shall not affect this provision, irrespective of any provisions to the contrary on the said order form.

3. Deviations from these GTC shall only be valid if they are expressly agreed in writing. Swiss Electronics may amend these GTC at any time; the new version of the GTC shall apply to all contracts concluded after their entry into force.

1. The contract between Swiss Electronics and its Customers consists of a contractual document and these GTC. The contractual document may be an offer accepted by the Customer or a written contract in the actual sense. It contains the commercial and technical specifications.

2. The contract between Swiss Electronics and the Customer is concluded by the Customer accepting the offer prepared by Swiss Electronics or by both parties signing a separate written contract document. The offer may also be accepted by implied action, namely by the Customer accepting or using the services of Swiss Electronics.

3. Unless otherwise stated, offers from Swiss Electronics are valid for 10 days.

1. Swiss Electronics shall provide the services described in the contract document. Services not explicitly listed in the contract document are not included in the scope of services and shall be invoiced separately on a time and material basis. The documents belonging to the offer (illustrations, brochures, etc.) are only relevant if they are expressly designated as binding by Swiss Electronics.

2. Swiss Electronics shall fulfill its contractual obligations carefully and professionally in accordance with the contractual service description. Swiss Electronics may engage subcontractors, but shall remain fully responsible to the Customer for the provision of the services.

3. Deadlines for delivery, installation and commissioning are approximate and non-binding without express assurance.

1. The Customer shall ensure that all necessary obligations to cooperate are fulfilled in good time, to the required extent and free of charge for Swiss Electronics.

2. The Customer shall inform Swiss Electronics in good time of all specifications required for the fulfillment of the contract. He shall provide Swiss Electronics with the office space and machines required for the provision of the service as well as competent contact persons. Unless Swiss Electronics has been expressly commissioned with data backup, this shall be the sole responsibility of the Customer.

3. Any further obligations of the Customer to cooperate shall be described in more detail in the contractual document.

4. If the Customer does not provide a required obligation to cooperate, does not provide it on time or does not provide it in the agreed manner, the Customer shall be warned by Swiss Electronics. The consequences arising from the breach of the duty to cooperate (e.g. delays, additional expenses, etc.) shall be borne by the Customer.

1. The Customer undertakes to pay the remuneration specified in the contractual document for the services of Swiss Electronics. The remuneration is exclusive of VAT.

2. Invoices are due for payment without deduction within 30 days of the invoice date. If the payment deadline or due date expires without payment, the Customer shall automatically be in default without a reminder from Swiss Electronics being required. Interest of six percent (6%) per annum shall be charged on late payments.

3. If the Customer is in arrears with the payment of invoices, Swiss Electronics may suspend its deliveries until all outstanding amounts have been settled.

4. Offsetting by the Customer is only permitted with claims recognized in writing by Swiss Electronics or legally established claims.

1. Swiss Electronics shall be entitled to the rights to the work results created during the fulfillment of the contract. The Customer shall receive a non-exclusive right of use and exploitation of these work results, unlimited in time and place.

2. Pre-existing intellectual property rights shall remain with Swiss Electronics or the third party rights holder. In the case of intellectual property rights of third parties, in particular software licenses from third-party manufacturers, the Customer acknowledges the terms and conditions of use and license of these third parties; Swiss Electronics shall provide the Customer with these terms and conditions of use and license for information purposes.

1. If non-compliance with a binding deadline is due to obstacles for which Swiss Electronics is not responsible, the deadline shall be extended appropriately.

2. If Swiss Electronics is responsible for non-compliance with a binding deadline, the Customer shall first set Swiss Electronics a reasonable grace period of at least 10 working days for subsequent fulfillment. If the grace period is also not complied with, the Customer can insist on the fulfillment of the contract and set further grace periods for subsequent fulfillment or, if Swiss Electronics is more than 40 working days in arrears, withdraw from the contract. Those services (or parts thereof) that have already been provided in accordance with the contract and can be used by the Customer as such in an objectively technically and commercially reasonable manner shall be remunerated. Any withdrawal from the contract shall not affect these services; the corresponding contractual provisions shall continue to apply to them.

a) Third-party products

1. For third-party products (all hardware and third-party software supplied by Swiss Electronics separately or integrated into its own services or products), the warranty shall be based exclusively on the warranties granted by the respective manufacturers/suppliers or licensors. This applies to the scope of performance, the warranty period, the conditions for asserting the warranty and all other rights of the Customer.

2. With regard to Swiss Electronics, these warranty rights for third-party products consist exclusively of Swiss Electronics claiming the warranty from the manufacturer/supplier or licensor on behalf of the Customer. If the manufacturer/supplier or licensor does not voluntarily comply with its warranty obligation, Swiss Electronics shall assign the warranty rights to the Customer for legal enforcement.

b) Swiss Electronics’ own products

3. Swiss Electronics guarantees that its products and services have the warranted characteristics when used in accordance with the contract and are free from defects that nullify or significantly restrict their suitability.

4 In the event of a defect, the Customer may initially only demand rectification of the defect or a replacement delivery at the discretion of Swiss Electronics.

5. If two attempts at rectification or replacement deliveries fail due to the same defect, the Customer may:

   1. continue to demand fulfillment, or
   2. demand a reasonable price reduction, or
   3. withdraw from the contract if there is a significant defect in accordance with clause 8.6.

6. Significant defects exist if the products do not have the warranted characteristics when used in accordance with the contract or are so defective that they are unusable for the customer.

7. The warranty shall not apply if the customer modifies the hardware or software himself or has it modified by third parties and cannot prove that the defects complained of have not been caused in whole or in part by such modifications and that the rectification of defects is not made more difficult by the modifications. In addition, the warranty shall lapse if the customer does not properly fulfill his obligations to cooperate in accordance with clause 4.

8. Notices of defects must be made in writing within the notice periods specified in clause 11 for purchase contracts and clause 12 for contracts for work and services, with a comprehensible description of the symptoms of the defect. The customer’s claims for defects shall lapse if a defect is not notified in due time.

9. The customer’s rights in respect of defects shall lapse within six months of acceptance of the services or installation or acceptance by the customer if installation has been waived.

c) Common provisions

10. All warranties and warranty rights not expressly listed above are excluded to the extent permitted by law.

1. Swiss Electronics warrants that its products and services do not infringe any third-party property rights.

2. Insofar as a product or If a product or service or a part thereof is the subject of an action for infringement of industrial property rights or could become so in the opinion of Swiss Electronics, Swiss Electronics may, at its discretion, either procure for the Customer the right to use the item free of any liability for infringement of industrial property rights, replace the product with another product that fulfils the essential contractual characteristics, modify the product so that it no longer infringes any intellectual property rights or, if none of the above options are feasible with economically reasonable effort, take back the product and refund the purchase price less amortization on the basis of a five-year straight-line depreciation.

3. Should third parties assert claims against the Customer due to the infringement of property rights allegedly belonging to them, Swiss Electronics shall conduct the defense at its own expense and assume any costs and compensation payments imposed on the Customer by a legally binding court judgment if the Customer (i) immediately informs Swiss Electronics in writing of the claim asserted and (ii) authorizes Swiss Electronics to conduct the defense, including the conclusion of a settlement, and supports Swiss Electronics in this to an appropriate and reasonable extent and (iii) the third party’s claim is based on the fact that the intended use of the unmodified product or service infringes a property right existing in Switzerland or constitutes unfair competition. of the service infringes a property right existing in Switzerland or constitutes unfair competition.

1. Swiss Electronics shall be liable for culpably caused direct damages incurred by the Customer in connection with the contractually agreed fulfillment of services. Liability for indirect damages and consequential damages such as loss of profit, additional expenses, additional personnel costs, unrealized savings, claims by third parties or loss of data, etc., is excluded.

2. Swiss Electronics shall not be liable for damage attributable to software errors in software not produced by Swiss Electronics. Likewise, Swiss Electronics shall not be liable for damage caused by malware such as computer viruses or by cyber attacks, provided that Swiss Electronics had taken appropriate protective measures in its area of responsibility in accordance with the state of the art to defend against them.

3. Liability shall be limited to the damage actually incurred, but not exceeding the amount of the annual remuneration under the contract concerned.

4. The limitations of liability in this clause 10 shall not apply to personal injury and not insofar as Swiss Electronics has acted with intent or gross negligence or insofar as mandatory statutory provisions conflict with this.

1 The provisions of this clause shall apply if Swiss Electronics supplies goods or licenses to the Customer on the basis of a purchase agreement.

2 Unless expressly agreed, installation is not part of the scope of services.

3. The customer shall inspect the object of purchase within 10 days of delivery. In the case of installation by Swiss Electronics, the period shall not begin until the installation has been completed. The Customer shall notify Swiss Electronics in writing of any defects found within this period.

4. Defects that were not recognizable during the inspection despite reasonable care must be reported to Swiss Electronics in writing within 10 days of their discovery.

5. If there is a defect, the Customer may assert his rights in accordance with Section 8.

6. The scope of the permitted use of software shall be governed by the license terms of the software manufacturer.

1. In the case of contractual services by Swiss Electronics, a joint inspection shall be carried out prior to acceptance.

2. Swiss Electronics shall invite the Customer to the inspection in good time by notifying him of readiness for acceptance. A record of the inspection and its results shall be drawn up and signed by both parties. Partial acceptances are also possible within the contractual framework. Unless otherwise agreed, acceptance must take place within 10 days of notification of readiness for acceptance by Swiss Electronics. If acceptance is delayed by the Customer beyond this period and no defects are reported in writing within this period, acceptance shall be deemed to have taken place. Acceptance shall also be deemed to have taken place if the Customer commences operation or makes changes to the delivered products.

3. If the inspection reveals insignificant defects, acceptance shall nevertheless take place upon completion of the inspection. Swiss Electronics shall rectify the defects found and notify the Customer of their rectification.

4. If the inspection reveals significant defects within the meaning of Section 8.6, acceptance shall be postponed. Swiss Electronics shall rectify the defects found and invite the Customer to a new inspection. If acceptance cannot take place a second time due to the same defect, the Customer may assert its rights in accordance with Section 8.5 (further fulfillment, reduction or, in the case of significant defects, withdrawal from the contract).

5. Defects that were not recognizable at the time of acceptance despite reasonable care must be reported to Swiss Electronics in writing within 10 days of their discovery.

1. The provisions of this clause shall apply if Swiss Electronics provides support services for the Customer.

2. Swiss Electronics shall provide the support services with due care. However, Swiss Electronics cannot guarantee that the supported products can be used without interruption and without errors.

3. All maintenance contracts with third parties for the Customer’s hardware and software shall be at the Customer’s expense.

4. The support services shall be provided by Swiss Electronics during the support period. Unless otherwise agreed, support hours shall be from Monday to Friday from 08.00 – 12.00 and 13.00 – 17.00 (excluding general Sundays and public holidays at the location of the Swiss Electronics branch). At the request of the Customer and for a surcharge in addition to the normal rates, Swiss Electronics shall also begin its services outside support hours or continue work that has already been started. The surcharges are defined as follows:

   1. Monday to Friday, 23.00 to 07.00: 50%;
   2. Weekend / public holidays, 00.00 to 24.00: 100%.

1. The provisions of this section shall apply if Microsoft online services are part of the scope of services.

2. By using Microsoft online services such as Office 365 or Microsoft Azure, the Customer agrees to the Microsoft Cloud Agreement https://docs.microsoft.com/en-us/partner-center/agreements.

Swiss Electronics provides IT security services with all due care and using state-of-the-art tools. However, in view of the number, technical possibilities and criminal energy of potential attackers and the various weak points outside IT (e.g. employees of the customer deceived by phishing), even with highly developed security measures it cannot be ruled out that IT security incidents may occur that may have far-reaching consequences (e.g. loss of data, interruption of operations).

By using the IT security services of Swiss Electronics, the risk of an IT security incident can therefore be significantly reduced, but Swiss Electronics cannot guarantee that all weaknesses, compliance problems or vulnerabilities will be uncovered, that IT security incidents can be completely avoided, that they will be discovered immediately and that any cases that occur will be harmless. Accordingly, the Customer expressly acknowledges that Swiss Electronics does not owe any specific success in the context of IT security services, but only careful action. The Customer represents and warrants that it has the necessary rights, approvals and authorizations to use the IT security services of Swiss Electronics. Insofar as this is necessary due to legal requirements or under contracts concluded by the Customer, the Customer is obliged in particular to obtain consents from its IT service providers and business partners as well as from the natural persons concerned, with which they accept that Swiss Electronics carries out security tests that affect their systems and/or data (which may also include techniques such as network probing, port probing, port security, etc.). network probing, port scanning, penetration tests, configuration audits, brute force attacks and the like, but not, except with the prior written consent of the Customer, distributed denial of service (DDoS) attacks).

The parties undertake to maintain the confidentiality of facts and data, including the associated documents and data carriers, which become known to them in connection with this contract and which are neither in the public domain nor generally accessible. This obligation shall also be imposed on commissioned third parties. Confidential data shall also include analyses, summaries and extracts prepared on the basis of confidential data. In case of doubt, facts and data must be treated confidentially. The confidentiality obligations apply before the contract is concluded and also after the contractual relationship has ended or after the agreed service has been provided. Statutory disclosure obligations remain reserved.

If any provision of the Agreement is invalid or unenforceable, such invalidity or unenforceability shall not affect the validity of any other provision of the Agreement. The invalid or unenforceable provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid or unenforceable provision.

Agreements between the parties (offers, acceptances, orders, etc., as well as amendments and supplements thereto) shall only be valid if they are recorded in writing. The use of faxes is equivalent to the written form.

1. The contract is subject to Swiss substantive law.

2. The provisions of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11.04.1980) are excluded.

3. The exclusive place of jurisdiction shall be the registered office of Swiss Electronics.