General Terms and Conditions
1 Scope / Application
The following General Terms and Conditions (GTC) govern the basic, legal rights and responsibilities between baseVISION AG (hereafter called baseVISION) and its customers within the context of sales contracts for commercial goods as well as contracts for IT Services rendered (hereafter called Services) provided that no other terms and conditions have been agreed upon in writing between the respective parties. Verbal agreements are invalid.
2 Contract Conclusion and Cancellation
The contract is concluded when baseVISION confirms the acceptance of the order (goods) or the services (DL) in writing within the usual processing time of a maximum of five days. Furthermore, the contract is concluded when the ordered goods are delivered, or the order is executed after or upon receipt of the order. If baseVISION agrees to a cancellation or a reduction, the Customer is responsible for any costs already incurred by baseVISION or any price increases resulting from a reduction. Orders for commercial goods beyond the standard product range cannot be cancelled.
3 Delivery and Performance
After processing, the ordered commercial goods are ready for collection at the registered location of baseVISION. If the commercial goods are to be delivered to the customer, the customer assumes all costs associated with the packaging and transport of the commercial goods. After a prior agreement with the customer, baseVISION reserves the right to involve competent third parties in the execution of services. baseVISION reserves the right to change services as necessary or for important reasons. Working hours will be documented in a work report. The time spent by employees of baseVISION employees working for the customer or being available to the customer counts as working hours, regardless of where the services are performed.
The customer shall provide baseVISION free of charge with all existing information, equipment and other support as well as access to the system environment required for the execution of the contractually agreed services, provided that no contractual rights of third parties are infringed.
The delivery and performance dates (hereafter referred to as Delivery Dates) as well as delivery and performance periods (hereafter referred to as Delivery Periods) specified by baseVISION are non-binding.
All Delivery Dates, including those negotiated as binding, are subject to the correct and timely delivery to baseVISION by third parties and the exclusion of any unforeseen events.
In the event of force majeure or other unforeseen, extraordinary circumstances for which baseVISION is not responsible, the Delivery Period of baseVISION is extended correspondingly to the duration of such events plus a reasonable start-up period, if baseVISION is prevented from fulfilling its delivery obligations on time.
If the delivery is impossible or unreasonable, baseVISION is released from its delivery obligation. If the delay in delivery exceeds two months, the customer has the right to withdraw from the contract.
As far as possible, baseVISION will inform the customer about interruptions of operation, which are necessary for troubleshooting, maintenance, or installation of updates, etc.
Services that are not offered must be communicated to the customer by a baseVISION employee before execution and must be ordered by the customer.
5 Prices / Conditions / Payment
All prices exclude VAT and other applicable taxes. Price changes by the manufacturer are expressly reserved.
baseVISION reserves the right to change prices at any time. Rebates and discounts are only guaranteed by special agreement. Orders outside of regular business hours (see www.basevision.ch) as well as public holidays are subject to special conditions.
Work carried out on saturdays and at night is generally subject to a surcharge of 50% of the agreed-upon rate; work carried out on sundays or public holidays is subject to a surcharge of plus 100% of the agreed-upon rate.
If the customer defaults on payment, baseVISION has the right to suspend all contractual services with the customer.In case of default of payment, a default fee of CHF 20. – per reminder as well as interest on arrears of 5% from the due date.
6 Retention of Title
The delivered commercial goods remain the property of baseVISION until full payment has been completed. In addition, baseVISION is entitled to make a corresponding entry in the retention-of-title register.
baseVISION is liable for personal injury and damage to property up to the price of the defective merchandise or the defective services. In the case of recurring services (maintenance, etc.) the annual fee is the price of the services.
baseVISION assumes no liability for financial losses such as lost revenues, unrealized savings, costs incurred by the customer, compensation claims by third parties, damages caused by delays, damages caused by commercial application of the commercial goods, and costs associated with the inclusion of third parties, insofar this is allowed by law. baseVISION is not liable for the recovery of data unless the data has been destroyed intentionally or through gross negligence, and the Customer has assured that these data, which are kept in machine-readable format, can be reconstructed in a reasonable manner.
8 Protective Rights
The customer accepts the proprietary rights of the manufacturers with regard to their programs and documentation and will leave the respective proprietary notices unchanged. Ideas, concepts and methods for information processing, which are developed by baseVISION employees alone or in cooperation with employees of the customer within the scope of the services provided under this contract, are the property of both parties and can be used at the discretion of both parties.
However, the customer may not make this information available to any third party, either in whole or in part, or publish it without the express written consent of the company.
9 Data Protection
baseVISION and the customer shall treat all confidential information as such and prevent third parties from gaining access to it.
Both parties also agree to take various measures to protect data from unauthorized access by third parties while computers are connected or during work performed on site.
10 Guarantee and Warranty
The manufacturer of the commercial goods assures that baseVISION is authorized to sell commercial goods to third parties and that no existing protective rights of third parties are violated through such sales.
baseVISION does not assume any warranty towards the customer regarding the flawlessness or lack of defects of the delivered commercial goods. This is the responsibility of the manufacturer. If a warranty claim is initiated by the Customer, baseVISION will negotiate with the manufacturer upon request and in exchange for a fee. The warranty claim is voided in whole if the defect was a result of poor maintenance or incorrect use on the part of the Customer.
The warranty does not cover the repair of defects caused by normal wear and tear, external influences, incorrect use, or other improper handling. The warranty is immediately void if the Customer or a third party makes or has made unauthorized changes to the merchandise. In case of obvious or system-related defects, a written list of such defects must be submitted to baseVISION within seven (7) days. After the expiration of this period, the commercial goods are considered approved.
11 Labor Piracy
During the term of the contract, the customer shall not enter into an employment contract or similar legal relationship with any employee of baseVISION. In the event of non-compliance, the Customer shall pay a contractual penalty of at least one year’s salary of the respective employee. The right to assert further claims for damages remains reserved.
12 Final Provisions
Contractual rights and obligations are not transferable in whole or in part without the prior written consent of baseVISION. These terms and conditions are binding in all cases. They shall also apply in particular if they differ from those of the business partner.
Should any provision be or become invalid in whole or in part, this shall not affect the validity of the remaining provision of the contract.
The ineffective part shall be interpreted in such a way that the commercial purpose intended by it is largely achieved. The same applies for any necessary interpretations or additions.
These GTC are subject to Swiss law. The Swiss Code of Obligations and the Swiss Federal Law on Data Protection apply to cases not covered by these Terms and Conditions. The place of jurisdiction for all legal disputes is Olten, Solothurn. baseVISION shall also be entitled to sue the Customer at the court of jurisdiction of his place of residence or registered business address. baseVISION reserves the right to amend these GTC at any time. The amended GTC shall apply to all contracts and orders from the date of their publication. SLAs, packages and maintenance contracts are integral parts of these GTC.