ADVANCED CERAMICS TECHNOLOGIES
General Terms and Conditions (GTC) of BSQ Technologies GmbH (BSQ TECH GMBH)
These general terms and conditions are an integral part of the order that BSQ TECH GMBH concludes with the customer. They apply to each individual assignment and remain valid for the entire duration of the project.
General conditions of the customer only apply if they are expressly recognized in writing by BSQ TECH GMBH.
2. OFFER, CONCLUSION AND MODIFICATIONS
Price lists, brochures and internet offers from BSQ TECH GMBH contain non-binding information and recommended prices. Telephone information is non-binding unless it is clearly identified as an offer and confirmed in writing.
In terms of time, the offers of BSQ TECH GMBH are non-binding, unless they are expressly designated as binding by a time limit.
A customer order is confirmed by BSQ TECH GMBH in writing by letter or email.
If the customer wishes 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, deadlines and prices.
In the case of purchases made by BSQ TECH GMBH on behalf of the customer, the customer is a contractual partner in relation to the seller. BSQ TECH GMBH acts as a direct representative of the customer and is not obligated itself from such orders.
3. PERFORMANCE OF CONTRACT, PLACE OF PERFORMANCE, BENEFIT AND RISK, 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 particular place of performance has been agreed upon by the parties or one arises from the circumstances, the place of performance shall be the registered office of BSQ TECH GMBH.
Unless otherwise agreed, the benefit and risk are transferred to the customer upon departure of the services or works from BSQ TECH GMBH.
Unless otherwise agreed, BSQ TECH GMBH determines the packaging, the shipping location and the shipping route. At the customer's written request, the goods will be insured against storage, breakage, transport, water and fire damage at his expense.
The customer must check the quality of the services during performance and after delivery, as soon as it is possible in the normal course of business, and notify BSQ TECH GMBH of any defects immediately in writing. If the customer fails to report this immediately, the service is deemed to be free of defects in all functions and the delivery is deemed to be approved, so that BSQ TECH GMBH is not liable.
4. PRIVACY AND DUTY OF FAITH
Business and trade 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 contractual relationship, which have the same project objective as that of the customer.
5. INFORMATION OBLIGATION
The parties draw mutual attention to special technical requirements and the regulations applicable at the place of destination in good time, insofar as they are important for the execution and use of the products. Furthermore, the parties inform themselves in good time about obstacles that could call into question the contractual execution or lead to inappropriate solutions.
6. CLIENT ACQUISITION
The parties agree that the customer acquires all rights to the services provided by the employee employed by BSQ TECH GMBH in the exercise of his project support for the customer, in particular copyrights. The customer does not have to pay a separate fee for this.
7. FEES AND PAYMENTS
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.
Driving and travel expenses as well as additional costs related to the order will be invoiced in addition to the fee according to the relevant receipts.
Unless otherwise agreed, the (guideline) prices ex works for deliveries of goods and workpieces do not include freight, customs, additional import duties, inspection costs, packaging and insurance, but plus the statutory value-added tax.
Services based on guide 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 based on guide prices include administrative expenses and services such as control breaks, telephone charges 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 of invoicing to the bank or postal giro account of BSQ TECH GMBH (due date).
Payment retention according to Art. 82 OR is not permitted, as is offsetting against counterclaims, unless the offsetting is undisputed or legally binding.
Checks and bills of exchange will only be accepted as payment if expressly agreed and only on account of performance. All associated costs are at the expense of the customer.
In the event of late payment by the customer, BSQ TECH GMBH reserves the right, without prior reminder, to charge default interest of 5% from the due date. Furthermore, BSQ TECH GMBH is entitled to only execute outstanding orders against advance payment or to make the execution dependent on other adequate security.
8. LIMITATION OF LIABILITY
The liability of BSQ TECH GMBH is limited to an amount of CHF 5,000,000 per event and order.
BSQ TECH GMBH is liable for unlawful intent and gross negligence in accordance with Art. 101 OR. Any further liability and liability for auxiliary persons is excluded.
If the customer is jointly or solely responsible for the damage or defect, he cannot assert any liability claims against BSQ TECH GMBH. In particular, BSQ TECH GMBH is not liable:
a) if the causes of the damage or the defect do not come exclusively from the risk area of BSQ TECH GMBH, are also solely or jointly responsible for causes outside their risk area.
b) if the customer caused the damage or defect through instructions or in any other way. BSQ TECH GMBH may rely on the customer's instructions and does not have to check them. BSQ TECH GMBH has no obligation to issue a warning for incorrect instructions or other specifications from the customer.
c) if there is a direct transition to series production without a 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 damage, immediate measures are not taken to counteract the damage.
g) if damage occurs as a result of natural wear and tear, force majeure, improper treatment, inadequate maintenance, disregard of operating instructions , unsuitable equipment, chemical and electrolytic influences, poorly executed construction and assembly work, external environmental influences and other causes for which BSQ TECH GMBH is not exclusively 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 business, 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), in particular not for procedural innovations In the case of prototypes, the risk of experimenting with the commissioning is excluded.
BSQ TECH GMBH is not liable for indirect damage such as lost profits or pure financial losses.
The customer is solely responsible for compliance with legal regulations when using the services of BSQ TECH GMBH.
The customer undertakes under no circumstances to poach or employ employees of BSQ TECH GMBH during the contract period and 24 months beyond, or to attempt to poach these employees or to employ them.
If the customer violates this obligation, he has to pay BSQ TECH GMBH a contractual penalty in the amount of the invoices of the last six months. If the deployment has not yet lasted six months, the contractual penalty is six times the monthly average.
BSQ TECH GMBH is entitled to demand the elimination of the non-contractual condition. Payment of the contractual penalty and compensation for any further damage does not release the customer from the obligation to comply with the non-solicitation clause.
The termination of the contractual relationship must be made in writing. The notice period is 8 weeks, unless another period has been expressly agreed. The services rendered up to the termination of the contract are billed on the basis of the contract conditions. Claims for damages due to the termination of the contract at an untimely time remain reserved, whereby compensation for any lost profits is excluded in this case.
11. FINAL PROVISIONS
Changes and additions to the contract 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 court having jurisdiction under the law.