General Terms and Conditions

Allgemeine Geschäftsbedingungen Aventit AG

1 Scope of application

1.1 These General Terms and Conditions (GTC) shall govern the content and performance of the following services in addition to the respective contract or order:
a) Product transactions, i.e. the sale of hardware products and the licensing of standard software;
b) IT services, e.g. consulting, support, configuration, parameterization, train-ing, staff leasing, development of concepts, specifications, etc.
c) Systems business, i.e. delivery of complete systems, creation of individual software, etc.
d) Maintenance & support of hardware, software, systems, operational sup-port, etc.
1.2 These GTC form an integral part of the contract between Aventit and the Customer (hereinafter also referred to as Customer).
1.3 These GTC apply exclusively to the business relationship between Aventit and the Customer. Deviations from the provisions of these GTC are only validly agreed upon if they are set out in writing in a contract and legally signed by both parties.
1.4 Unless otherwise agreed in writing, an offer of Aventit remains valid for three (3) weeks from the date of the offer.
1.5 The offer of Aventit is made free of charge. If the content of the offer differs from the request, requirements and specifications of the Customer, the offer of Aventit shall be valid.
1.6 As long as a contract is not legally signed, Aventit can withdraw from the contract negotiations without being liable to pay costs and compensation.
1.7 Information and statements in advertising brochures, product catalogs, specifications, product descriptions, manuals, etc. do not contain any assur-ances or guarantees and are non-binding.
1.8 In the event of contradictions regarding the same subject matter of regula-tion, the provisions of the respective contract shall take precedence over the provisions of these GTC. These GTC take precedence over the offer and the offer takes precedence over the customer's inquiry (and its components such as specifications, etc.).

2 Products

2.1 Aventit provides the Customer with the ownership of the Hardware as specified in the Offer or the Contract and under the relevant terms and condi-tions of the respective manufacturers.
2.2 Aventit provides the Customer with the right to use standard software as specified in the offer or in the contract and according to the relevant delivery and license conditions of the respective manufacturer. This also applies to any associated documentation of the respective manufacturer.
2.3 The warranty rights are exclusively governed by the provisions of the respec-tive manufacturer. Aventit excludes its own warranty obligation for all third party products as far as legally permissible.
2.4 The ownership of the delivered item remains with Aventit until full payment of all claims of Aventit by the Customer. The assertion of the retention of title as well as the seizure of the delivery item by Aventit shall not be considered as a withdrawal from the contract.

3 Services

3.1 Aventit performs the agreed services with the usual care for such services. The Customer acknowledges that a success according to the contract for work and services is not owed.
3.2 Aventit grants the Customer an unlimited right to use the work results for the intended purpose. Any further use requires the prior written consent of Aventit.
3.3 In case of personnel leasing Aventit will take care of the necessary permits and contracts for the assigned persons.

4 System Business

4.1 The scope and content of Aventit's deliveries and work are governed by the offer or the contract.
4.2 For work results, which are accessible within the scope of a prior mutually agreed procedure and according to mutually agreed criteria, Aventit assumes the work contractual responsibility for results to the extent and according to the provisions of the offer or the contract.

5 Maintenance & Care

5.1 Upon Customer's request, Aventit will take over the maintenance of hard-ware and/or the maintenance of software as well as any operational support against separate remuneration.
5.2 The scope, content and duration of the maintenance and/or servicing or operating support services are governed by the respective offer or the con-tract.

6 Documentation

6.1 Aventit supplies the necessary installation and operating instructions of the respective manufacturer in the respective available language and version.
6.2 The form of delivery is determined by the respective manufacturer (hard copy or download).
6.3 The creation and/or maintenance of documentation for own services are based on the offer of Aventit and will be charged (if not defined otherwise) according to time and effort.

7 Remuneration & Payment

7.1 The remuneration of Aventit results from the offer or the contract. The Customer undertakes to pay the invoices on time and without deductions or retentions.
7.2 Unless otherwise agreed, prices are in Swiss Francs (CHF), excl. VAT and excl. duties, expenses, travel time, outlays, etc. Products will be invoiced to the cus-tomer immediately after delivery.
7.3 The term of payment is 14 days after the invoice date, net. Invoices which are not objected to in writing by the customer within 5 working days of the in-voice date shall be deemed to be correct.
7.4 Price quotations in the offer or in the contract are in principle to be under-stood as estimated prices. However, the parties may agree in writing on a fixed price or a cost ceiling, but this must be expressed unambiguously in the contract.
7.5 A working day is 8 hours. The minimum unit for on-site services at the Cus-tomer's premises is 4 hours. Aventit decides after consultation with the Cus-tomer whether work is to be performed remotely or on site. Travel time is considered working time and is to be remunerated at Aventit's applicable price lists.
7.6 Prices for recurring services are to be paid by the Customer annually in advance. The prices can be adjusted by Aventit once a year to changed pro-duction costs. Aventit will inform the Customer in an appropriate manner about upcoming price changes.
7.7 If the price basis changes between the time of the offer and the delivery or service, e.g. as a result of currency fluctuations, taxes, levies, fees, customs du-ties, raw material surcharges, supply bottlenecks, etc., Aventit is entitled to adjust the prices and conditions to the changed conditions.
7.8 The Customer's payment is deemed to have been made when the invoiced amount has been credited in full and is at Aventit's free disposal. For late payments, interest on arrears in the amount of 5% is owed without reminder.
7.9 If the Customer is in default with a payment in whole or in part, Aventit is entitled, after setting a grace period, to suspend all services and deliveries un-til all claims have been settled.
7.10 A set-off with counterclaims is not permitted, unless Aventit has acknowl-edged the counterclaim in writing.
7.11 If services / performances from projects or sub-projects suffer a project termination, no matter for what reason, the performances rendered until then will be due for payment immediately.

8 Additional services

For services and deliveries, which exceed the scope or content of the offer or the contract or which Aventit has to provide, because the Customer or a third party does not, not in time or not properly provide its cooperation, respectively services, will be invoiced according to expenditure at the conditions of the respective price list of Aventit and are to be paid by the Customer.

9 Cooperation of the customer

In order for Aventit to be able to provide its services, the Customer undertakes to perform all preparatory and cooperative acts and to provide all materials correct-ly. If the contract does not provide for any other division of tasks, the Customer is responsible in particular for the following areas:
a) Information about processes, decisions, procedures, purposes, specifications, requirements, general conditions, objectives, interfaces at the Customer and its system environments as well as about all other relevant circum-stances and developments.
b) Personnel: The customer is responsible for ensuring that sufficient and sufficiently qualified, experienced and decision-making employees of the customer are available, e.g. as contact persons, project managers, program managers, business managers, operations managers, etc. with sufficient workload. Furthermore, the customer is responsible for the education and training of its employees, any certifications, etc. at its own expense.
c) Data: The Customer is responsible for data security, execution, control and safekeeping of data backups, for data quality and data integrity as well as data protection, unless Aventit has expressly assumed such obligations for execution in the Contract.
d) Infrastructure: timely and complete provision of hardware, software, com-ponents, spare parts, networks, communication equipment, documentation, maintenance and care of systems and equipment, version and patch control and logs, access to upgrades, updates, versions, microcodes, etc. of third parties, management and documentation of products and interfaces, re-mote access, power supply, access to premises and information, climate, etc.
e) Coordination & Cooperation: selecting, instructing and coordinating all persons and companies involved, monitoring performance, obtaining third party consents, making decisions, assisting Aventit to the extent reasonable, etc.

10 Confidentiality

10.1 The Parties shall treat as confidential all information that is neither public knowledge nor generally accessible. The Parties shall also ensure confidential treatment by their employees and consulted specialists (auditors, lawyers, ex-perts).
10.2 Confidential information of a party does not include information which:
- was already known to the other Party before it was made available to it by the Protected Party;
- is or becomes generally known without the other Party being responsible for it;
- have been lawfully disclosed to the other Party by a third party;
- have been developed by the other Party itself without using or referring to the Confidential Information of the Protected Party.
The party invoking clause 10.2 shall prove the existence of the alleged facts.
10.3 In case of doubt, all facts and perceptions within the scope of the parties shall be treated confidentially. The duty of confidentiality shall extend to facts and perceptions prior to the conclusion of the contract and for a period of three years after the termination of the respective contractual relationship. Statu-tory duties of disclosure shall remain reserved.
10.4 The use of the Customer's name, logo, trademark, ULR, etc. for advertising and reference purposes as well as references and descriptions in connection with the provision of services by Aventit (e.g. success stories, customer and reference lists, etc.) is excluded from the above confidentiality obligation.

11 Involvement of third parties

Aventit may involve third parties without prior consent of the Customer, unless the parties have expressly agreed otherwise in the contract.

12 Default of Aventit

12.1 Terminangaben im Angebot oder im Vertrag sind immer als Richttermine zu verstehen und für Aventit unverbindlich. Ausnahmen dazu müssen im Vertrag explizit vereinbart und als solche bezeichnet sein. Ohne vorgängige schriftliche Mahnung des Kunden mit einer angemessenen Fristansetzung kommt Aventit nicht in Verzug.
12.2 Die Nichteinhaltung einer Lieferfrist oder eines Fertigstellungsdatums begründet insbesondere in folgenden Fällen keinen Verzug von Aventit: a) Angaben, welche Aventit zur Vertragserfüllung benötigt, kommen zu spät, sind unvollständig oder falsch; b) der Kunde verlangt Änderungen oder Ergänzungen der ursprünglichen Leistungen oder Lieferungen und bewirkt damit eine Verzögerung; c) Hindernisse, auf welche Aventit keinerlei Einfluss hat, z.B. Lieferungen oder Leistungen Dritter; d) wenn der Kunde oder ein Dritter seinen Leistungspflichten nicht nachkommt oder mit der Leistung, Lieferung etc. im Rückstand ist; e) wenn der Kunde die Leistungen oder Lieferungen nicht zum vereinbarten Zeitpunkt annimmt, resp. abnimmt.

13 Defaut of acceptance

If the Customer does not accept the duly offered service or delivery, Aventit may, after setting a reasonable grace period, either: a) claim the agreed total remuner-ation in full, but definitely waive the further provision of services; or b) withdraw from the contract, demand the return of all delivered products and claim liquidat-ed damages in the amount of the total contract value.

14 Acceptance and Approval

14.1 If the parties have not agreed in writing on a specific delivery or performance date, Products and/or Services shall be inspected by Customer within five (5) working days after delivery. Defects shall be reported in writing to Aventit immediately after their discovery and shall be substantiated.
14.2 If the Parties hold regular service meetings, project meetings or similar meetings and if defects are not discussed and recorded in writing there, the Deliveries and/or Services of Aventit shall be deemed approved in any case.
14.3 If the Customer uses the Delivery Items productively in whole or in part, the Delivery Items and/or Services shall be deemed accepted.
14.4 If the Customer pays Aventit's invoices without reservation, the Customer acknowledges that the respective Deliveries and Services have been provided free of defects.

15 Warranty

15.1 Aventit guarantees that the delivered Products and provided Services have the agreed characteristics.
15.2 If there is a defect in the Services provided by Aventit, the Customer may initially only demand that the defect be remedied free of charge. Aventit will remedy the defect as far as possible within a reasonable period of time.
15.3 The scope, content and duration of the warranty services for third party products are exclusively governed by the applicable provisions of the relevant manufacturer. Aventit may assert the warranty claims against the manufac-turer or assign the warranty rights to the Customer. All further claims against Aventit regarding third party products are expressly excluded.
15.4 Warranty claims will be void in particular if: a) the defect is due to causes beyond Aventit's control; or b) the defect is due to the use of hardware or software that is not part of the contract; or c) the defect is due to the fact that the Customer or a third party commissioned by it has made changes, ad-justments, repairs, manipulations, etc.; or d) the Customer or a third party commissioned by it has not complied with the relevant regulations and speci-fications of the relevant manufacturer.
15.5 In no case applicable is the substitute performance by the Customer or a third party commissioned by the Customer at the expense and risk of Aventit. Claims for damages by the Customer are subject to the provisions on liability.

16 Liability

16.1 Each party is liable for the violation of these GTC and the provisions of the respective contract, unless it proves that it is not at fault.
16.2 The liability for personal injury, intent and gross negligence is unlimited.
16.3 In case of slight negligence, Aventit is liable for all direct damages up to a maximum of 50% of the total contract value of the contract concerned. In the case of recurring services, the liability for direct damages is a maximum of 50% of the amounts actually paid by the Customer in the last twelve months before the occurrence of the damage event.
16.4 Aventit's liability for indirect damages (consequential damages) is excluded. Indirect damages include, but are not limited to, damages resulting from loss or corruption of data, loss of profit, loss of revenue, unrealized savings, addi-tional expenses (internal and external) and all other pecuniary losses. Force Majeure
16.5 Neither party shall be liable for force majeure. Events of force majeure are in particular: Natural events such as storms, fire, water, hail, earthquakes, ava-lanches, etc., massive disruptions to public or private transport, massive dis-ruptions to the communications infrastructure and all other disruptions in Switzerland and abroad of similar scope.
16.6 If a party is unable to meet its contractual obligations due to such events, the date for performance of the contract shall be postponed accordingly. The par-ty affected by the event shall immediately inform the other party of the oc-currence and scope of the event.

17 Force majeure

17.1 Neither party shall be liable for force majeure. Events of force majeure are in particular: Natural events such as storms, fire, water, hail, earthquakes, ava-lanches, etc., massive disruptions to public or private transport, massive dis-ruptions to the communications infrastructure and all other disruptions in Switzerland and abroad of similar scope.
17.2 If a party is unable to meet its contractual obligations due to such events, the date for performance of the contract shall be postponed accordingly. The par-ty affected by the event shall immediately inform the other party of the oc-currence and scope of the event.

18 Place of performance

Unless otherwise agreed by the Parties in the Contract, the place of performance shall be at Aventit's place of business.

19 Termination

19.1 Contracts comprising recurring services of Aventit may be terminated in writing by either party subject to a notice period of 12 months to the end of a calendar year, unless the parties have agreed otherwise in the Contract.
19.2 The right to terminate a contract without notice for good cause, which makes it unreasonable for the terminating party to continue the contract in ques-tion, shall remain reserved in any case. A delay in payment of more than 30 days after a written warning shall constitute an important reason.
19.3 If bankruptcy or composition proceedings are instituted against one party, the other party may also terminate the contract in writing without notice.

20 Transfer of contract

A contract may only be validly transferred or assigned to a third party in whole or in part (individual rights and obligations under it) if the other party gives its prior written consent thereto. Such consent may only be refused for good cause.

21 Applicable law and place of jurisdiction

21.1 The business relationship between the parties shall be governed exclusively by Swiss law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (UN Sales Convention) is ex-cluded.
21.2 The place of jurisdiction is at the registered office of Aventit.
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