General Terms and Conditions of Business
1. Integration in contract
The following Terms and Conditions of Business form an integral part of all contracts that are concluded with WONDROUS.
Deviating agreements must be in writing. Contradictory General Terms and Conditions of Business of the contract partner shall be deemed agreed only when they are explicitly and separately acknowledged in writing by WONDROUS. The ineffectiveness of individual provisions shall not affect the validity of the remaining provisions.
2. Conclusion of contract
Our offers are always non-binding. A contract will become binding only with our written confirmation under the following conditions, or in the absence of this confirmation, with acceptance of our invoice without objection. Verbal agreements will also require our written confirmation. WONDROUS reserves the right to make different deliveries, especially in the case of technical changes, to the extent that it is reasonable for the customer.
3. Delivery times and dates
A delivery time will commence only after clarification of all details and submission by the customer of all supporting documents required. In case of doubt, delivery dates are construed as dates for guidance. A delivery date is said to be met if the goods are already in transit to the customer on its termination or we have given notice that notified that they are ready for consignment. Should our suppliers fail to meet their delivery obligations or fail to meet them in full, our delivery times shall be extended by the period of delay caused by the supplier, but not beyond a period of 3 weeks. If we are in default, the customer may withdraw from the contract after granting a period of grace of at least 3 weeks. The same applies accordingly to delivery dates. Part deliveries shall be allowed.
4. Consignment; Transfer of Risk
Unless otherwise stipulated, all consignments shall be by the most cost-efficient mode of handling at the expense and risk of the customer without the assumption of any warranty. All handling insurance shall be assumed by the customer. On transfer of the goods to the carrier, the risk of any loss will be passed automatically to the customer. This also apply for transit with our own road vehicles. The risk is also transferred to the customer should the consignment be delayed on grounds for which the customer may be held responsible.
5. Prices and Payment
Our prices exclude Swiss VAT at the statutory rate and any applicable consignment costs. Unless otherwise specified, invoices shall be payable within 30 days from the date of invoice, net, with no discount allowed. Should an order extend over a protracted period of time or call for high initial financial involvement by WONDROUS, commensurate down-payments shall be made or the declarations of deferred payment issued by WONDROUS shall be signed and returned.
6. Special services
Insofar as contracts for external services are concluded in individual cases in the name and on behalf of WONDROUS, the customer undertakes to indemnify WONDROUS within the internal relationship for all liabilities arising from the conclusion of the contract. This will include, in particular, the acceptance and payment of costs. Outlays for ancillary technical costs, such as special materials, typesetting and printing, etc. shall be reimbursed by the customer. The costs and expenses for travel in connection with the contract and following agreement with the customer shall be reimbursed by the customer.
7. Default by the buyer
Should the contractual partner (purchaser) fall into arrears with payment, WONDROUS shall have the right to assert any claims against it immediately; furthermore, WONDROUS shall have the right to charge interest of at least 3 % above the respective discount rate of the German Federal Bank. The proof of lower damages shall remain unaffected.
Should the contractual partner (purchaser) suffer a substantial deterioration of assets, all outstanding payments to be made by it will fall due immediately; WONDROUS shall have the right to provide services only against the provision of adequate security by the contractual partner (purchaser). Failing the provision of adequate security despite request by WONDROUS to this effect, WONDROUS shall have the right to withdraw from the contract. The contractual partner shall compensate WONDROUS for all expenses and damages arising to WONDROUS until receipt of the declaration of withdrawal in connection with the execution of the contract.
Should the contractual partner (purchaser) not meet his acceptance obligation, WONDROUS shall have the right to set a 14 days’ period of grace with the threat of rejection. Following the expiry of this period, WONDROUS shall have the right to withdraw from the contract or claim damages for non-performance of the contract. Should WONDROUS opt for damages, they shall amount to a flat rate of 15 % of the purchase price, unless WONDROUS shall be able to prove a higher figure or the customer a lower figure for the extent of the damages.
8. Copyright and rights of use
Every assignment of order to WONDROUS is a copyright contract granting the rights of use to the performance of work and services. All drafts, final drawings or software developed will fall under Swiss copyright legislation. The provisions of Swiss copyright legislation shall apply even despite the non-achievement of the requisite level of creativity. The designs and final drawings or the developed software may neither in the original or the reproduction be modified in any way without the express consent of WONDROUS. Copying - even of parts - is strictly prohibited. The reproduction of supplied software requires the express written consent of WONDROUS. A violation of this provision shall give WONDROUS the right to demand a contractual penalty of double the agreed remuneration.
WONDROUS shall assign to the customer the rights of use that are required for the specific purpose. Unless otherwise agreed, only the simple right of use shall be transferred in each individual case. Assignment of this right of use to a third party calls for a written agreement. The rights of use shall be assigned only after payment of the fee in full. WONDROUS shall have right to be mentioned as author on copies. Any violation of the right to be named as the author shall give the author a right to compensation. In the absence of proof of a higher sum of damages, the compensation shall be 50 % of the agreed remuneration. The right to claim a higher sum of damages shall remain unaffected.
Proposals by the customer or his other employees shall have no influence on the amount of compensation, nor establish any joint copyright. WONDROUS shall have the right to use copies and other services provided by WONDROUS for the purpose of self-promotion.
9. Reservation of title
The goods shall remain our property until the settlement in full of all claims, or, in the event of the customer’s not being a registered trader, until the payment in full of the purchase price. Nevertheless, the contractual partner (purchaser) shall have the right to resell the goods in the ordinary course of business. It hereby assigns the receivables arising from the sale to WONDROUS; WONDROUS, however, irrevocably authorizes it to collect these receivables in its own name. WONDROUS may request the disclosure of assigned claims and their debtors and disclose the assignment to the debtor. The contractual partner shall not have the right to guarantee or pledge as security goods subject to reservation of title. Should a third party violate rights belonging to WONDROUS, the contractual partner shall inform WONDROUS immediately. Given arrears of payment or a significant deterioration in the contractual partner’s (purchaser’s) assets, WONDROUS may secure the goods subject to reservation of title. The contractual partner shall hereby allow persons authorized by WONDROUS for collection of the goods to have access to its premises without prior notification.
The exercise of property rights by WONDROUS does not constitute withdrawal from the contract. The contractual partner may request the release of goods subject to reservation of title should the value of the goods exceed the amount of the secured claim by more than 20 %. WONDROUS shall be under no obligation to surrender to the customer its files, layouts or source code that have been created on computer. Should the customer desire the surrender of computer data, this must be agreed and paid for. Should WONDROUS have made computer data available to the customer, these may be modified only with the prior written consent of WONDROUS.
In case of a culpable breach of contract or gross negligence and intent by simple vicarious agents, WONDROUS shall be liable for the payment of damages. The amount of the claim, however, shall be limited to the level of damages that could reasonably have been foreseen by WONDROUS on finalizing the contract. Further claims, especially for damages, are excluded unless there are mandatory statutory provisions to the contrary. WONDROUS undertakes to execute the order with the greatest care and diligence, in particular to treat the templates entrusted to it with care. It shall be liable for damage arising only in the event of gross negligence. Damage exceeding the material value shall be excluded. Should third-party services be necessary and be commissioned by WONDROUS, the contractors concerned shall not be deemed vicarious agents. WONDROUS shall be accountable only to the extent of its own liability and uniquely for intent and gross negligence.
With the approval of drafts, final designs, final drawings or preliminary versions (software) by the customer, the customer accepts responsibility for the accuracy of text, image and any sound. Approval by the customer terminates any liability of WONDROUS for drafts, texts, final designs, final drawings and preliminary versions (software).
WONDROUS shall not be held liable for admissibility under Swiss competition and trademark legislation and for the registrability of the works. Complaints of any kind must be asserted in writing to WONDROUS within 14 days after delivery of the works. Thereafter, the work will be considered accepted and free of flaw.
11. Assignment, offsetting
The contractual partner shall have no right to assignment or any transfer of its rights or obligations under the contract. The contractual partner may not offset monies other than for undisputed or legally established counterclaims.
12. Protected rights
Should WONDROUS supply programs, the customer shall acquire a non-exclusive right of use. Given that the programs supplied are third-party software, the contractual provisions of the third party shall also apply.
The customer undertakes to respect the protected rights of WONDROUS or third parties. Should a third party assert protected rights of which WONDROUS was not aware and under no obligation to be aware of them, WONDROUS shall not be held liable in respect of the customer; WONDROUS will instead assign its own rights against the previous supplier to the customer.
WONDROUS guarantees that the products delivered are free of material and manufacturing defects. Performance limitations and defects attributable to the hardware and software configuration used by the contractual partner will fall into the latter’s area of risk.
Unless expressly indicated otherwise, the warranty period will be 6 months. The buyer must inspect the goods immediately following delivery. Complaints due to faults shall be excluded after a period of 14 days. In the event of justified complaints, WONDROUS shall provide a replacement delivery or a rework, at its discretion. Should the rework fail, the contractual partner shall grant WONDROUS a reasonable period of grace of 14 days. Following the expiry of this period without success, the contractual partner shall have the right to demand an amendment of the contract or a reduction in price.
All warranties and claims for damages are precluded in the event that interventions or changes to our contractual services have been implemented by the buyer or third parties.
14. Place of performance and place of jurisdiction
The place of performance and jurisdiction is Basel-City, Switzerland.