General Terms and Conditions for Principals / Clients of STF Swiss AG
1. Scope of application
1.1. Services of STF Swiss AG shall be provided exclusively based on these General Terms and Conditions. STF Swiss AG shall not recognise any terms and conditions of the Client that are contrary to or deviate from these terms and conditions, unless STF Swiss AG has expressly agreed to their validity. The General Terms and Conditions of STF Swiss AG shall also apply if STF Swiss AG carries out the deliveries and services without reservation in the knowledge that the Client’s terms and conditions are contrary to or deviate from its own.
1.2. These General Terms and Conditions for Services and Works shall apply to natural or legal persons or partnerships with legal capacity and to legal persons under public law and special funds under public law.
2. Execution of the services
2.1. The services shall be performed under the responsibility of STF Swiss AG. It is left to STF Swiss AG’s discretion whether the services are executed in whole or in part by other companies.
2.2. The services shall be executed in such a way that the employees of STF Swiss AG or even the employees of the subcontractor are not incorporated into the operational organisation of the Client and are not subject to the Client’s authority to issue instructions of any kind.
2.3. The services shall be performed in close and continuous coordination between the Client and STF Swiss AG. For this purpose, STF Swiss AG and the Client shall each appoint an employee with decision-making authority to make the decisions and issue the instructions necessary for the execution of the order. The contractual partners shall provide for a substitute in case one of the aforementioned employees is not available due to a longer absence.
2.4. The Client shall ensure the timely provision of information, contact persons, premises and project workstation computers, if required. Unless otherwise agreed, the provision of the premises and the project workstation computers including hardware and software shall be free of charge on the part of the Client.
2.5. The Client shall ensure that the decisions necessary for the successful provision of services are made in a timely manner and that STF Swiss AG is supported accordingly in the implementation, also vis-à-vis third parties involved in the project.
2.6. STF Swiss AG shall employ personnel with the required qualifications for the execution.
3. Prices and terms of payment
3.1. The Client shall remunerate STF Swiss AG for the services at the contractually agreed prices plus statutory taxes. The place of performance for payment shall be the registered office of STF Swiss AG.
3.2. Should the Client fail to comply with its cooperation services or cooperation obligations, STF Swiss AG reserves the right to additionally charge the Client for the costs incurred due to delays and additional expenses in accordance with the time and effort involved.
3.3. Business trips required in the context of the provision of services shall be at the expense of the Client and shall be invoiced on a time and material basis.
3.4. The remuneration shall be due immediately upon invoicing. Any changes to this must have been agreed by both parties. If the Client is in default with the payment of due invoice amounts, STF Swiss AG shall be entitled to charge the Client the statutory interest on arrears as well as the dunning costs actually incurred
3.5. Invoices shall be issued to the Client in simple form in accordance with the statutory requirements applicable at the time.
3.6. If previous orders from the Client have not yet been paid, STF Swiss AG reserves the right to postpone the provision of services until payment has been received by STF Swiss AG. In special cases STF Swiss AG reserves the right to refuse orders without stating reasons.
4. Delivery date
4.1. If a delivery date cannot be met for whatever reason, the subsequent course of action shall be discussed in consultation.
4.2. For goods deliveries: Correct and timely self-supply is reserved. STF Swiss AG shall inform the customer immediately about the non-availability of the delivery item and in case of withdrawal shall refund the corresponding consideration to the Client immediately.
4.3. Contractual penalties due to delayed delivery or performance are excluded.
5. Provision of service
5.1. STF Swiss AG shall provide the services in accordance with the recognised codes of practice and in compliance with the project-specific requirements.
5.2. The Client shall be responsible for the accuracy and plausibility of the documents provided to STF Swiss AG by the Client.
6.1. In the event that STF Swiss AG provides a service to the principal/Client, STF Swiss AG shall perform the service with due diligence. In the event of diligent provision of the service, liability shall be excluded to the extent permitted by law.
6.2. In the event that STF Swiss AG provides a service to the principal/Client, the principal/Client shall inspect the work for defects within a reasonable period of time after delivery and notify STF Swiss AG immediately (usually within 10 days of delivery of the work). Otherwise, the work shall be deemed to have been approved. In the event of a defect in the work, STF Swiss AG shall rectify the defect. Should a rectification lead to excessive costs, STF Swiss AG may refuse a rectification and the principal/Client may claim rescission or reduction.
7. Liability and insurance
7.1. Any liability of STF Swiss AG, irrespective of the legal grounds, shall be excluded – to the extent permitted by law – unless the damage is due to intent or gross negligence.
7.2. STF Swiss AG shall in no case be liable for slight negligence, indirect and consequential damages as well as lost profits, unrealised savings, and damages from delay in delivery.
7.3. The exclusions and limitations of liability stated in sections 8.1 and 8.2 shall also apply to corresponding breaches of duty by STF Swiss AG's vicarious agents. This shall also apply with regard to the personal liability of the representatives, bodies and employees of STF Swiss AG.
7.4. Both contractual partners shall take out liability insurance with regard to personal injury, property damage and financial loss.
8. Termination and rescission
8.1. Both contracting parties shall be entitled to terminate the contract with a notice period of four weeks to the end of the month. In the event of such termination of the contract, the Client shall pay for all services rendered up to the end of the contract at the contractually agreed prices.
8.2. If the termination is untimely, the withdrawing party shall be obliged to compensate the damage caused to the other party.
8.3. The termination of the contract shall be made in writing.
9.1. The documents provided by the Client shall remain the property of the Client. These shall be returned upon request or after completion of the order.
10.1. The Client and STF Swiss AG shall maintain confidentiality towards third parties about all processes, operating equipment, operational facilities and other business secrets that become known to them in connection with the activity. This does not apply to information that is generally known or becomes known through no fault of a party, that has demonstrably been independently compiled by the party receiving this information or that has been lawfully obtained from third parties without breach of a confidentiality obligation. This obligation shall also not apply to the extent that a contracting party is compelled to disclose the information received by virtue of statutory provisions or a court order.
10.2. The provision shall apply for a period of 2 years after termination of the contract.
11. Data protection
11.1. STF Swiss AG hereby points out that the data recorded in the course of concluding the contract shall be collected, processed and used for the purpose of fulfilling the obligation arising from the service and work contract. The data necessary for the provision of services and fulfilment of the contract may also be passed on to commissioned service partners.
11.2. The detailed provisions on data protection of STF Swiss AG can be viewed at email@example.com. By agreeing to these General Terms and Conditions, the Client agrees to this use of data.
12.1. In the event that individual provisions of the contract are invalid, the remaining provisions shall continue to be binding. The invalid contractual provision shall be replaced by an economically equivalent, valid and enforceable provision.
13. Amendment of the General Terms and Conditions
13.1. STF Swiss AG reserves the right to amend the General Terms and Conditions at any time. The amended General Terms and Conditions shall apply as soon as they are made known to the Client or upon publication on www.stf-swiss.ch. By continuing to accept the services of STF Swiss AG, the Client accepts the amended General Terms and Conditions of STF Swiss AG.
14. Place of jurisdiction, governing law
14.1. The place of jurisdiction for all disputes shall be the registered office of STF Swiss AG.
14.2. The legal relationship between STF Swiss AG and the Client shall be governed by Swiss law, to the exclusion of conflict-of-law rules and the Vienna Sales Convention.
As of: April 31, 2022
General Terms and Conditions for Agents / Contractors of STF Swiss AG
1. Scope of application
1.1. Services of STF Swiss AG shall be provided exclusively on the basis of these General Terms and Conditions. STF Swiss AG shall not recognise any terms and conditions of the Contractor that conflict with or deviate from these terms and conditions, unless STF Swiss AG has expressly agreed to their validity. The General Terms and Conditions of STF Swiss AG shall also apply if STF Swiss AG accepts the deliveries and services without reservation in the knowledge that the Contractor’s terms and conditions conflict with or deviate from its own.
1.2. These General Terms and Conditions shall only apply to natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or self-employed professional activity and to legal persons under public law and special funds under public law.
2. Placing of orders
2.1. Orders and agreements shall only be legally binding if they are placed by STF Swiss AG in text form. Agreements made by telephone or orally must be confirmed in text form.
2.2. Each order shall be confirmed in text form with acknowledgement of these conditions within 7 days. The contract shall only be concluded if it has been confirmed within the aforementioned period.
3. Execution of the services by the Contractor
3.1. STF Swiss AG shall not be obliged to procure the services of the Contractor. The scope of services shall be estimated and provided according to the actual demand. If the service is no longer desired by the Client of STF Swiss AG, STF Swiss AG has the right to cancel all further services immediately by notification, also by e-mail. The Contractor shall only be entitled to remuneration for the services actually rendered.
3.2. The Contractor and its employees shall not be incorporated into the business organisation of STF Swiss AG or the Client of STF Swiss AG. The Contractor shall provide its services in its own name and for its own account as an independent contractor. The Contractor shall not be authorised to represent STF Swiss AG in legal transactions. In the performance of its activities, the Contractor he shall not be subject to the instructions of STF Swiss AG.
3.3. By accepting these General Terms and Conditions, the Contractor confirms to execute the order as a self-employed person in the sense of the legal requirements. In case of objective doubts about the self-employment of the Contractor, STF Swiss AG shall be entitled to obtain a corresponding confirmation from the competent compensation office (Ausgleichskasse). Should the Contractor not be classified as self-employed by the compensation office, the Contractor shall indemnify STF Swiss AG against all costs incurred in this context.
3.4. The Contractor shall ensure - unless STF Swiss AG stipulates otherwise - that the contact person is kept informed on an ongoing basis by reporting to them at regular intervals, without being requested to do so, on the status of its work progress.
3.5. The Contractor may only employ “freelancers” or subcontractors with the prior written consent of STF Swiss AG. STF Swiss AG shall only refuse consent if its legitimate interests are adversely affected. Legitimate interests of STF Swiss AG shall be adversely affected, among other things, if the persons employed by the Contractor do not have the necessary qualifications and professional experience required for the efficient and successful performance of the contractually agreed tasks. If the Contractor uses its own employees, these shall be exclusively in a service or employment relationship with the Contractor. The Contractor shall indemnify STF Swiss AG against all claims that may arise in the event of a breach by the Contractor of its obligations under labour law.
4. Delivery and delay
4.1. All delivered services must comply with the statutory requirements. With the issuance of an order confirmation or the delivery, the Contractor implicitly confirms and warrants that the delivery has been produced in accordance with the Swiss legal system and is suitable for use in accordance with the law. If special regulations regarding material and condition are not specified by law, the delivery shall be made in a customary and usable design in accordance with the generally recognised codes of practice. Without notification by the Contractor, STF Swiss AG shall assume that the delivery complies with Swiss law and that there is no special obligation to inform the Client.
4.2. When carrying out the order (order execution), the legally applicable accident prevention regulations, generally recognised codes of practice and safety technology as well as the generally recognised occupational health rules shall be observed. Hazardous substances shall be marked in accordance with the statutory regulations. The above obligations are part of the order and the warranty.
4.3. The acceptance of an order by the Contractor shall at the same time be deemed to be the Contractor's assurance that the goods to be delivered are the free property of the Contractor. Goods owned by third parties shall not be delivered. The Contractor agrees to indemnify STF Swiss AG in any legal dispute against claims of third parties and resulting costs and to join a legal dispute at the request of STF Swiss AG.
4.4. Any delivery/service shall be notified immediately with a specified delivery bill/proof of service.
4.5. The stipulated date of delivery/service must be observed under all circumstances. If compliance with the deadline is impossible from the outset, the order shall become invalid retroactively. An extension of the deadline requires the express written consent of STF Swiss AG. If it becomes impossible during the execution of the order to meet the agreed deadline, STF Swiss AG shall be notified immediately. If the Contractor fails to provide such notification, STF Swiss AG shall be entitled to withdraw from the order without any further grace period, without prejudice to further claims.
4.6. In the event of delay on the part of the Contractor, STF Swiss AG shall be entitled to claim 0.5% of the order sum for each week or part thereof of delayed service up to a maximum of 5%. STF Swiss AG reserves the right to claim higher damages resulting from the delay, including loss of profit.
4.7. Unless otherwise specified, the place of performance shall be the registered office of STF Swiss AG.
5.1. In the absence of a separate agreement, the Contractor warrants for the delivery/service that it will remedy all damage occurring within one year - including consequential damage - free of charge or, if necessary, replace the unusable service with a faultless one free of charge.
5.2. Transport, inspection, material and other costs in connection with the delivery and warranty shall be borne by the Contractor. If, in the view of STF Swiss AG, the repair or replacement fails, the Contractor shall pay compensation for damages. STF Swiss AG reserves the right to withdraw from the contract. This provision shall also apply in particular to defects and damages which are due to production and/or material defects on the part of the Contractor.
5.3. The Contractor shall be liable for the diligent execution of the order. The risk of the shipped delivery remains with the Contractor until the delivery to the specified shipping address. The transport insurance costs shall be borne by the Contractor.
6. Terms of payment
6.1. Invoices shall be submitted in accordance with the purchase order, indicating the purchase order number and date, as well as in accordance with the requirements of the competent tax authorities. Invoices in electronic form shall be sent to the corresponding e-mail address of the STF Swiss AG company: firstname.lastname@example.org. The delivery bills/proof of service for the invoice must be sent promptly to the following e-mail address: email@example.com.
6.2. Unless otherwise agreed, payment is due 30 days after receipt of the auditable invoice.
7. Non-assignment and project protection
7.1. The Contractor shall not be entitled to assign the claim arising from the delivery/service. STF Swiss AG shall not be obliged to observe such assignment.
7.2. The following project protection shall apply during the term of this order and thereafter for a period of twelve months: The Contractor and its vicarious agents undertake not to accept the project designated in accordance with this order as an order from the Client or end customer, either directly or indirectly via third parties. In the event of a breach of this project protection, the Contractor shall pay the Client a contractual penalty in the amount of CHF 25,000.00.
8. Ownership and copyrights
If a third party asserts claims against STF Swiss AG due to infringement of industrial property rights or copyrights as a result of the activity performed by the Contractor, the latter shall indemnify STF Swiss AG against all justified claims.
Data, models, samples, designs, etc. of STF Swiss AG shall remain the property of STF Swiss AG; they shall be returned without request after completion of the order. STF Swiss AG shall be entitled to all rights to deliverables (including inventions) which the Contractor has produced in fulfilment of this order. If a complete acquisition of rights by STF Swiss AG is not possible - as in the case of copyrights - STF Swiss AG shall acquire from the Contractor an unlimited, exclusive right of use to all aforementioned deliverables with the authority to change and modify the works. Samples supplied by the Contractor shall become the property of STF Swiss AG free of charge in the absence of a separate agreement.
9.1. The Contractors and STF Swiss AG shall maintain confidentiality towards third parties about all processes, operating facilities, operational equipment and other business secrets that become known to them in connection with the delivery/service. This shall not apply to information which is generally known or which becomes known through no fault of a party, which has demonstrably been independently compiled by the party receiving this information or which has been lawfully obtained by third parties without breach of a confidentiality obligation. This obligation shall also not apply insofar as the contracting party is compelled to disclose the information received due to statutory provisions or a court order.
9.2. This provision shall apply for a period of 2 years after the termination of the contract.
10. Data protection
10.2. In the course of providing services based on this order, the Contractor may receive access to personal data of STF Swiss AG or its Clients, in particular to personal contact data of customers or contractual partners of the Client named. The Contractor is a controller within the meaning of the Swiss Data Protection Act (DSG). The Contractor shall be obliged to comply with the statutory data protection provisions when handling the data of STF Swiss AG and shall ensure for this purpose that the data
- is collected or used exclusively for the purpose of processing the contractual services;
- may only be disclosed abroad if the protection of the data abroad is guaranteed;
- is secured with the necessary technical and organisational measures; and
- is erased in accordance with data protection law as soon as it is no longer required to fulfil the purpose for which it was stored, at the latest, however, after completion of the respective service for which the use of data was required. Insofar as the data is subject to statutory retention obligations of the Contractor, erasure shall be replaced by blocking, whereby the erasure of the data concerned shall take place immediately at the end of the respective retention period.
11.1. In the event that individual provisions of the contract are invalid, the remaining provisions shall continue to be binding. The invalid contractual provision shall be replaced by an economically equivalent, valid and enforceable provision.
12. Amendment of the General Terms and Conditions
12.1. STF Swiss AG reserves the right to amend the General Terms and Conditions at any time. The amended General Terms and Conditions shall apply as soon as they are made known to the Contractor or upon publication on www.stf-swiss.ch. By continuing its services, the Contractor accepts the amended General Terms and Conditions of STF Swiss AG.
13. Place of jurisdiction, governing law
13.1. The place of jurisdiction for all disputes shall be the registered office of STF Swiss AG.
13.2. The legal relationship between STF Swiss AG and the Contractor shall be governed by Swiss law, to the exclusion of conflict-of-law rules.
As of: April 31, 2022