GENERAL TERMS AND CONDITIONS OF SERVICES of SI-NEW GMBH
Quotes and Orders
Quotes provided by SI-NEW are valid for 10 days unless otherwise stated in the Quote. Orders submitted by the Customer only become valid if confirmed by SI-NEW in writing. Orders will be deemed declined unless accepted by SI-NEW within 10 days.
Delivery
Delivery delays for which SI-NEW is not responsible do not entitle the Customer to withdraw from the contract or claim damages. In the event of delays resulting from events of force majeure, either Party may terminate this Agreement if the event of force majeure has continued for more than 90 days.
Prices and Payment Terms
Prices and payment terms apply as agreed by the respective Quote and/or Order (as confirmed by SI-NEW). Absent an agreement, payment is due within 10 days from the date of invoice.
Prices are exclusive of out-of-pocket expenses and travel expenses which shall be invoiced separately against documentation.
Late Payment
Late payments will incur a processing/dunning fee of CHF 20 per payment reminder as well as late-payment interest of 5% p.a.
SI-NEW is entitled to stop all work and withhold all deliverables if the Customer defaults on payment and has been reminded at least once, and any open invoices shall become due for payment immediately.
Acceptance
The acceptance process for all deliverables delivered by SI-NEW shall be performed as agreed in the respective Quote and/or Order (as confirmed by SI-NEW). Absent an agreement to the contrary, the Customer shall inform SI-NEW in writing within 30 days from the date of delivery of any deliverables or performance of work by SI-NEW stating (i) the specific defects and criteria which lead to the Customers non-acceptance, (ii) a reasonable delay to remedy the defects. In the absence of such written notification by the Customer, the deliverables and/or work performed will be deemed accepted by the Customer on the 31st day after delivery.
Warranty
SI-NEW warrants to perform its work and to provide deliverables with the required professional expertise and to the best of its abilities. Any implied or express warranty for a specific work result or commercial success is expressly excluded.
Liability
Any and all claims of the Customer against SI-NEW, its employees and directors for financial or economic damages, indirect or consequential damages including without limitation loss of sales, loss of profit, loss of production, loss of business opportunities, reputational damages or loss of credit rating or financing are expressly excluded.
Nothing contained herein shall exclude a Party’s liability for personal injury or property damage due to intent or gross negligence.
Claims for direct damages shall be in any event limited to the amount of fees invoiced and actually received by SI-NEW with under the respective Order.
Confidentiality
Each Party undertakes to keep confidential all facts, designs, processes, documents, data and information (hereinafter referred to as “Confidential Information”) received from the other Party while preparing deliverables or performing work under a specific Quote or Order, and regarding which the disclosing Party has an interest in keeping confidential. Confidential Information may not in any way be made available to third parties for unauthorised use.
The obligations of confidentiality and non-use shall not apply to information which is (i) in the public domain, (ii) was obtained from a third party which is under no obligation of confidentiality towards the disclosing Party or (iii) which has been obtained or developed by the receiving Party prior to the disclosure by the disclosing Party.
The Customer acknowledges and agrees that SI-NEW relies on, applies, and will improve and develop through its projects with the Customer: standard business models, best practices, standard operating procedures and other generic knowledge, which may be applied and used by SI-NEW’s with other customers. Such generalized and generic use shall not per se constitute a breach of the above obligations of confidentiality and non-use.
Data protection
The Customer agrees that SI-NEW may, for the purpose of its business, process personal data provided by the Customer or collected by SI-NEW, in accordance with SI-NEW’s Privacy Policy, a current version of which can be downloaded here: SI-NEW Privacy Policy.
Assignment and Set-Off
Either Party may assign rights and/or obligations arising from the individual contract only with the written agreement of the other Party. The Customer may not set-off any claims for warranty or damages against amounts invoiced by SI-NEW.
Transfer of Risk and Retention of Title
The risk for deliverables shall transfer to the Customer upon delivery.
SI-NEW will retain title and ownership of any deliverables until the agreed price has been paid in full. The deliverables provided by SI-NEW are personal to the Customer and shall not be shared with any third party without prior written consent of SI-NEW.
Sharing with affiliated companies of the Customer shall only be allowed to the extent specifically listed in the respective Quote or Order.
Copyright
The Customer acknowledges that the deliverables or parts thereof may contain copyrighted material and agrees to observe any applicable copyright terms and user licences.
Applicable law and place of jurisdiction
This Agreement shall be governed by Swiss law without regard of its conflict of law provisions. The application of the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) is expressly excluded.
Any disputes arising in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of the Canton of Zürich, Switzerland.