General Terms and Conditions (GTC)
Contents
1. General information
2. Quotations, contracts and additional agreements
3. Prices
4. Payment and settlement
5. Reservation of title
6. Data protection and confidentiality
7. Contract term and termination
8. Liability
9. Acts of God
10. Warranty
11. Personnel
12. Intellectual property rights and licences
13. Evidence clause
14. Other
1. General Information
1.1. The following General Terms and Conditions form part of all contracts concluded with us unless otherwise specified in those contracts. They apply to all current and future business relationships with contractors. The statutory provisions apply to business relationships with consumers.
1.2. We only accept deviating, conflicting or supplementary General Terms and Conditions of our customers if we agree to them in writing prior to the conclusion of transactions.
1.3. We are entitled to amend or supplement these terms and conditions of business and any appendices at any time. The amended version will be made available to download on our homepage and the customer will be notified regarding this. If the customer does not object within a reasonable period of time, then the amended terms and conditions of business shall take effect.
2. Quotations, contracts and additional agreements
2.1. Our quotations are non-binding. All orders shall only become binding for us with our written confirmation or upon the commencement of services or the delivery of products.
2.2. Verbal additional agreements or assurances provided by our employees or other persons working for us as well as exclusions, amendments or assurances require express written confirmation from our management in order to be effective.
3. Prices
3.1. The respective contractually regulated conditions shall apply to services. As a rule, we agree on daily or hourly rates and expenses. Software licences will be charged for based on the price list which is valid on the date of delivery.
3.2. In principle, all prices are quoted in CHF plus the statutory VAT to be paid by the customer. In the case of sale by dispatch, a flat shipping rate shall be charged in addition to the purchase price.
3.3. We reserve the right to increase prices. In particular, an increase shall be considered if the costs on which the calculation of the payment are based increase on account of circumstances for which we are not responsible (e.g. rate increases, increases in the price of materials, tax increases, etc.) and we notify customers regarding the price increase in good time prior to delivery. The same applies if the customer wishes to change the delivery date and we incur additional costs as a result.
4. Payment and settlement
4.1. The invoice amounts charged by us are due immediately, net and without any deductions, unless otherwise agreed in our order confirmations or contracts. Discount deductions are excluded.
4.2. At the end of the payment period, the customer will be in default of payment. During the period of default, interest shall be charged on the claim at 8% above the base interest rate. We reserve the right to provide proof of – and to claim – higher damages caused by delay.
5. Reservation of title
5.1. The goods supplied shall remain our property until all the claims of UMa Soft GmbH arising from the business relationship with the customer in respect of main and subsidiary amounts have been paid for in full.
5.2. The customer is obliged to properly insure the goods subject to reservation of title (i.e. theft, fire, water and low current insurance) and to provide us with proof of such insurance on request. In the event of loss, the customer’s insurance claim shall be considered assigned to us.
5.3. The customer is not entitled to dispose of the goods subject to reservation of title.
5.4. We must be informed immediately regarding any seizures or confiscations of goods subject to reservation of title. Third parties must be made aware of the reservation of title.
6. Confidentiality
The customer is entitled to satisfy himself/herself that the technical and organisational measures have been complied with during the relevant process stages at any time. This can be done on site after making arrangements with us and announcing his/her arrival in good time at our premises during normal business hours. Alternatively, current testates, reports or extracts from reports produced by independent bodies (e.g. auditors, auditing, data protection supervisor, IT security department, data protection auditors or quality auditors) or suitable certification from an IT security or data protection audit may be submitted on request. The selection of the alternative document to be submitted remains at our discretion. Should the customer insist on the submission of a specific document, then any resulting additional costs will be charged to the customer.
7. Contract term and termination
7.1. Unless otherwise agreed, contracts shall be concluded for an indefinite period of time. The earliest possible date for termination is after a period of 2 years, with a notice period of 3 months to the end of a contract year.
7.2. If this contract is concluded for a limited period of time, then it shall be extended by a further year each time, unless it is terminated in writing by one of the contractual parties by observing a notice period of three months to the end of the relevant contract period.
7.3. Termination will require the written form.
8. Liability
8.1. Liability for any damages of any kind is excluded. This does not apply: – to damages caused intentionally or by gross negligence. – to damages as a result of the violation of essential contractual obligations by us. – in cases of slight negligence, to damages as a result of injury to life, limb or health.
8.2. In the case of the slightly negligent violation of an obligation which is essential for achieving the contract purpose (major obligation), any obligation to pay compensation on our part will be limited in terms of amount to the damages that were foreseeable and typical as a possible consequence of the action requiring compensation. This does not include either loss of profit or consequential damages suffered by the customer.
9. Acts of god
9.1. Our obligation to perform the service shall be suspended if performance is substantially impeded or rendered impossible by an act of God or due to reasons for which we are not responsible.
9.2. The following are regarded as acts of God: – natural disasters such as floods, storms, fire damage and other accidents – war, threat or danger of war, sabotage, insurrection, civil unrest or compulsory delivery ordered by the state – legislative and administrative measures such as laws, ordinances, statutes, prohibitions or restrictions – import or export regulations or embargoes
9.3. The following are regarded as reasons for which we are not responsible: – strikes, lockouts or other industrial disputes, trade disputes – shortages of raw materials, shortages of materials, machines or personnel – malfunctions such as power or machine failures.
10. Warranty
10.1. We generally undertake to provide the experience and know-how promised within the framework of our contracts or to comply with the promised scope of performance of our products.
10.2. If defects should occur, we shall provide performance of the warranty by way of repair or replacement, at our discretion.
10.3. In the case of only minor defects, the customer shall not be entitled to withdraw from the contract.
10.4. The customer is to inspect our supplies and services for defects immediately. The customer is to notify us of obvious defects in writing immediately, but at the latest within 8 working days. In the case of deliveries without installation/assembly, the inspection and complaint period shall commence upon delivery and in the case of deliveries with installation/assembly, upon the completion thereof or, if trial operation has been expressly agreed, at the end of that period. The customer is to notify us immediately if any hidden defects are found. If the customer fails to inspect the products and equipment immediately and to give notice of the defect within the prescribed period of time, the enforcement of the warranty claim shall be excluded.
10.5. The warranty period is one year from delivery or acceptance.
10.6. Deviating agreements shall be agreed with our customers in the relevant contracts depending on the type of service or the software supplied.
11. Personel
When assigning our employees, we shall endeavour to take the special wishes of the customer into account. Similar services may be provided for other customers. In principle, we are not bound by any restrictions when deploying employees.
12. Intellectual property rights and licences
12.1. We reserve our unrestricted rights of ownership and copyrights and all intellectual property rights with regard to illustrations, drawings and other documents as well as software programs and documentation made available to the customer. They must not be made accessible to third parties without our express consent. Such consent shall be recorded in writing.
12.2. Software programs and associated documentation made available by us are only intended for the customer’s own use within the scope of a simple non-transferable licence, and exclusively on products supplied by us.
12.3. Copies may only be made – without the acceptance of costs or liability on our part – for archiving purposes, as replacements or for troubleshooting purposes. If originals bear a mark referring to copyright protection, copies are also to be marked accordingly by the customer.
12.4. Copyright marks, serial numbers and other features serving to identify the program must not be removed or otherwise changed.
12.5. The customer is not entitled: – to circumvent technical software limitations. – to carry out reverse engineering, decompilation or disassembly of the software, unless it is expressly permitted by applicable law, despite these limitations. – to publish, rent, lease or loan the software.
12.6. The customer is obliged to obtain and assign the corresponding client access licence (CAL) for each device or each user.
12.7. The licence terms and restrictions of each manufacturer also apply to licences relating to software manufactured by third parties and sold by us.
12.8. When the licence expires, the customer must return the software to us along with any copies and documentation. If surrender is not possible for technical reasons, the customer must delete the software and send us written confirmation of this.
12.9. Deviating agreements can be concluded in a separate licence or software agreement.
13. Evidence clause
Data stored in electronic registers or otherwise in electronic form by the company shall be deemed admissible evidence as proof of data transmissions, contracts and payments made between the parties.
14. Other
14.1. Each contractual party may only offset undisputed or legally established claims.
14.2. A right of retention may only be asserted for undisputed or legally established claims.
14.3. The assignment of claims or other rights arising from a contract is only permissible with the written consent of the contractual partner.
14.4. Amendments and additions to this contract must be made in writing. Electronic documents in text form do not meet the requirement for written form. This applies subject to the proviso that for declarations which do not concern the existence of this contract, the text form suffices.
14.5. Swiss law shall apply to the exclusion of Vienna purchasing law and the relevant provisions of international private law.
14.6. The place of performance for delivery and payment is Zug The sole place of jurisdiction is Zug. This also applies to cross-border supplies and services.
14.7. If any of the provisions within these General Terms and Conditions should become invalid, this shall not affect the validity of the other provisions. The contractual parties shall endeavour to replace the invalid provision with one which best fulfils the aim of the contract, legally and economically. The same applies to conflicting provisions from the customer’s General Terms and Conditions.
14.8. All annexes mentioned in this contract are an obligatory part of the contract.
14.9 In case of doubt, the German version shall prevail.
In case of doubt, the German version shall prevail.