General Terms and Conditions
1. Scope of Application
These General Terms and Conditions of A. Baggenstos & Co. AG (BAG) govern BAG's business relationships with its customers and are valid unless otherwise agreed in writing. BAG reserves the right to amend these General Terms and Conditions at any time. Objectively significant changes for the customer come into effect unless the customer terminates the contract within 30 days of notification, effective at the earliest possible termination date.
2. Formation and Validity
The contract is concluded upon BAG's order confirmation. The content and scope of the contract are determined by the order confirmation, its appendices, and these General Terms and Conditions.
3. Prices
Unless expressly stated otherwise, all prices are exclusive; i.e., additional costs such as VAT, transport costs, or other expenses will be charged to the customer based on actual expenditure. These additional costs will be itemized separately on the invoice. If BAG relies on services from sub-suppliers (e.g., third-party licenses), BAG will pass on price changes to the customer. In the event of model changes, BAG will endeavor to provide a model of equivalent value. BAG may increase its prices annually by a maximum of 10%.
For on-site assignments, travel time is considered working time and will be invoiced accordingly.
4. Delivery
Deliveries are made exclusively in Switzerland and Liechtenstein. The transfer of benefit and risk to the buyer occurs at the time the purchased item is dispatched. For technical devices, the customer is responsible for a suitable installation location and the availability of the necessary electrical and electronic connections.
5. Delivery Date
Communicated delivery dates or deadlines are non-binding unless their binding nature has been expressly guaranteed. BAG does not automatically fall into default if dates or deadlines are exceeded. A delay in delivery does not entitle the customer to compensation, price reduction, or contract termination.
6. Returns
Undamaged, functional, complete goods in perfect and unopened original packaging may be returned by the customer within 5 working days of delivery, provided that an authorization number issued by BAG is included. There is no right of return for other goods. Items specially procured or manufactured at the customer's request are excluded from the right of return.
7. Payment Terms and Default
BAG may at any time demand advance payment or payments on account. Invoices must be paid within 30 days from the invoice date. If the payment deadline is not met, the customer will be in default without further reminder and will owe default interest of 4%. If the customer is in default of payment, BAG may withhold its services, suspend service provision, or terminate the contract with immediate effect.
8. Offsetting
The offsetting of claims or demands by the customer requires the prior written consent of BAG.
9. Default or Refusal of Acceptance
If the customer unjustifiably refuses to accept or take delivery of goods or services, BAG has the following options:
A.) To hold the goods or services at BAG ready for collection or call-off at the customer's expense and risk; the full order value remains due;
B.) To withdraw from the contract, in which case the customer must compensate BAG for previous expenses, but in any case at least 30% of the order value.
10. Rates for Maintenance and Service Contracts
BAG may adjust its prices at the beginning of each new contract year to reflect cost increases such as wage and material costs. Such adjustments will be notified in writing or by email at least four months in advance. Taxes, customs duties, or other fees or charges will be passed on according to actual expenditure.
11. Retention of Title
Until full payment of the purchase price, including any dunning fees and default interest, all products remain the property of BAG (retention of title). The customer hereby agrees to the registration of the retention of title at their domicile or place of residence.
12. Warranty
BAG performs its services with due diligence. For its own contractually agreed services, BAG guarantees that they possess the expressly warranted characteristics. The customer must promptly inspect contractually agreed services and report any defects in writing, documented and verifiable (reproducible), within 30 days of the delivery date. Within this warranty period, defects will be rectified free of charge. BAG may, at its discretion, rectify duly reported defects free of charge or reimburse a reasonable reduction in value from its perspective. Any claims for rescission, reduction, or replacement deviating from this are excluded. Regarding services or products from third parties, BAG is only responsible for their correct selection, unless the selection is made by the customer. BAG will assign any warranty claims it has against such third parties to the customer, to the extent permissible.
13. Staffing
The service provider shall deploy personnel appropriate to the respective requirements for the work to be performed and may also engage external third parties if necessary. The contracting parties mutually undertake not to actively or passively poach any employees involved in the contract execution. In case of violation, a contractual penalty of CHF 20,000 will be due. Payment of the contractual penalty does not substitute for actual performance. The non-poaching clause applies throughout the entire contractual relationship and for two years beyond its termination.
14. Operating Hours and Surcharges
BAG's regular working hours are defined as follows:
- Weekdays (Zurich area): 07:00 – 19:00
Outside of regular working hours, the following surcharges apply:
Surcharge of 50%
- On weekdays: 19:00 – 24:00
- On Saturdays: 07:00 – 24:00
Surcharge of 100%
- On weekdays and Saturdays: 00:00 – 07:00
- On Sundays and public holidays: all day
Standby time outside regular working hours will be charged at 50% of the hourly rate.
15. Contract Duration
The contract duration is one year from the date of conclusion of the contract, unless a different start date or duration has been agreed upon. The contract automatically renews for one year at a time, unless terminated by registered mail three months prior to its expiry. Individual services may have different terms, which shall apply accordingly.
Each party has the right to terminate the contract with immediate effect if the other party seriously and persistently violates important provisions of the contract, despite a written warning by registered mail and the setting of a reasonable grace period.
16. Copyrights
BAG undertakes not to hand over any documents to third parties without the customer's consent, nor to allow them access to such documents. Upon termination of the contract, BAG shall return all data and documents belonging to the customer.
17. Confidentiality
Both contracting parties are obliged to maintain confidentiality. This obligation remains in force even after the termination of the contract.
18. Liability
BAG is liable for damages caused intentionally or by gross negligence. Otherwise, any contractual or non-contractual liability exceeding the scope of the warranty is excluded. In any case, liability for indirect or consequential damages, data loss, unrealized business, or lost profits is excluded.
19. Severability
Should individual provisions violate applicable law, the entire contract shall not become void. The void clauses shall be replaced by appropriate, compliant provisions.
20. Mediation, Jurisdiction and Applicable Law
All disputes arising out of or in connection with this contract shall be settled by mediation. The mediation rules of the Swiss Chamber of Commercial Mediation (neutral conciliation body) shall apply if the parties do not agree on another mediation within 10 days. All disputes arising from this contract are subject to substantive Swiss law, excluding the Vienna Sales Convention. The place of jurisdiction is Bülach.
Version: V 2.2 dated 6.6.2017
