General terms and conditions of Melanova Fusion GmbH, Lucerne
Validity from January 1st, 2020
Art. 1 Scope and form
The following General Terms and Conditions (GTC) apply exclusively to all contracts concluded between Melanova Fusion GmbH and its clients, unless otherwise expressly agreed in writing. Changes or additions to these terms and conditions therefore always require the written form. Deviating terms and conditions of the client only come into effect if and to the extent that they have been recognized in writing by Melanova Fusion GmbH.
Art. 2 Services and placing of orders
1. Every business relationship between Melanova Fusion GmbH and its customers is regulated in an offer in which the scope of services and the remuneration are recorded. The type of services and works in detail results from the concepts, offers, proposed measures or individual orders developed by Melanova Fusion GmbH.
2. The offers prepared in writing by Melanova Fusion GmbH are generally binding (cf. Art. 3 and 4 of the Swiss Code of Obligations), unless the wording to the contrary indicates the contrary. The client confirms binding offers in writing (letter, e-mail or fax), whereby the corresponding contract is deemed to have been concluded, provided this acceptance is made within the set acceptance period. 3. Any updates and changes to offers and orders will be stipulated in writing by both parties and will be part of the contractual relationship as an additional agreement.
3. Any additional work that arises due to changes, additions or extensions to the order initiated or requested by the client will be billed as an additional service at the agreed hourly rate.
4. According to these General Terms and Conditions, Melanova Fusion GmbH is entitled, according to its own assessment, to call in additional external service providers or external entrepreneurs for the contractual fulfillment of the order or contract for work. Such third parties have the legal qualifications of vicarious agents (Art. 101 OR).
Art. 3 Remuneration and external costs
1. Melanova Fusion GmbH invoices its services, unless expressly agreed otherwise in individual cases, according to the workload on the basis of the agreed hourly rate.
2. Detailed cost estimates are binding. They may not be exceeded by more than 10%. Melanova Fusion GmbH will notify the customer in good time if a cost overrun above this tolerance limit is to be expected. In such a case, the customer would be entitled to withdraw from the contract in return for payment of the expenses already performed and listed in detail by Melanova Fusion GmbH.
3. Additional costs such as expenses for telephone, postage, copies or business trips etc. are to be reimbursed separately against proof, if and unless another agreement has been expressly made.
Art. 4 Payment and due date
1. Melanva Fusion GmbH shows the statutory value added tax separately in the cost estimates and the invoices issued.
2. If Melanova Fusion GmbH provides work, the entitlement to payment arises when the completed work is handed over.
3. In the contractual relationship, Melanova Fusion GmbH invoices the services it has already rendered after the end of certain service periods. Services by Melanova Fusion GmbH that are not expressly stated in the contract as being agreed in the price are ancillary services that will be invoiced separately.
4. Payments are due for payment twenty days after the invoice date.
5. The consequences of late payment are based on the provisions of the Swiss Code of Obligations (Art. 102-109 OR).
The fee for the 1st reminder is from CHF 25.-
The fee for the 2nd reminder / threat of debt enforcement is CHF 50.-
In the case of an enforcement, the usual fees and default interest will also apply.
We operate consistently within the framework of FairPay. Even the smallest amounts!
Art. 5 Delivery times and dates
1. The binding nature of delivery dates is to be assessed on the basis of the respective written agreements.
2. Failure to meet an appointment only entitles the client to assert his statutory rights if he has set Melanova Fusion GmbH a reasonable grace period.
Art. 6 Confidentiality
Melanova Fusion GmbH is obliged to maintain secrecy about all operational, business and private matters in relation to third parties that it has become aware of in the course of its consulting work. This obligation also applies to the vicarious agents or auxiliary persons of Melanova Fusion GmbH. It survives the termination of the contract and can only be canceled in writing by the client. In addition, Melanova Fusion GmbH is obliged to carefully store all documents provided to it and to protect them from being viewed by third parties. The duty of care and confidentiality also applies if a cooperation does not come about.
Art. 7 Client's duty to cooperate
If Melanova Fusion GmbH needs documents, data or other information from the customer in order to be able to fulfill its contractual obligations, it will request them in good time. The client undertakes to immediately provide the agent with all information and materials available to him that are necessary for the contractual execution of the tasks or, in the broadest sense, to achieve the purpose of the contract.
Art. 8 Limitation of Liability
1. Melanova Fusion GmbH submits drafted templates (concepts, action plans, other texts, images, etc.) to the customer for approval. This has to check the factual information. If the customer approves the template, he assumes sole liability for the correctness of the information.
2. Liability for the inadequate creation of a work is basically based on the corresponding provisions of the law on work contracts (in particular Art. 368 OR).
3. Liability for breaches of duty (in particular duties of care, but also duties of loyalty) in contract law is generally based on the corresponding provisions of contract law (in particular Art. 398 OR).
4. Liability for damage, regardless of the type of contract and regardless of the legal basis of the claim for damages, is limited to cases of grossly negligent and deliberate damage; Melanova Fusion GmbH is not liable for the consequences of slight and moderate negligence.
5. The provision of Paragraph 4 extends to compensation for damages in addition to performance, compensation for damages instead of performance (cases of so-called positive interest) and claims for compensation for wasted expenses (cases of so-called negative interest), regardless of the legal reason, including liability Defects, delay or impossibility.
Art. 9 Notification of defects
1. Complaints about the quantity and / or quality of a service or delivery provided by Melanova Fusion GmbH, insofar as there are obvious defects, must be reported to Melanova Fusion GmbH in writing immediately, at the latest within one week after receipt of the delivery.
2. In the case of hidden defects, the written complaint must be made immediately after the defect has been discovered. The statutory limitation periods remain unaffected.
3. In the case of justified complaints, subsequent improvement, replacement delivery or a reduction in price are made at the customer's option. The conversion of the contract is hereby excluded. If there is a delay in subsequent improvement or subsequent delivery beyond a reasonable period for which Melanova Fusion GmbH is responsible, or if subsequent delivery or subsequent improvement fails, the client is also entitled to withdraw from the contract.
Art. 10 data processing
The personal data of the client that becomes known directly or through third parties in the context of the business relationship are saved in an automatic file by Melanova Fusion GmbH and processed for business purposes. The customer consents to this data processing.
Art. 11 Severability clause
Should a provision of these general terms and conditions be or become ineffective, this shall not affect the remaining provisions. The statutory provisions apply in place of the ineffective provision.
Art. 12 Place of performance
Unless otherwise specified in the individual contractual relationship based on a written agreement, the place of performance is the headquarters of Melanova Fusion GmbH in Lucerne.
Art. 13 Applicable law and place of jurisdiction
1. The contracts concluded by Melanova Fusion GmbH with its customers are subject to Swiss law.
2 The place of jurisdiction for all disputes arising directly or indirectly between Melanova Fusion GmbH and the client is agreed to be the local court for the registered office of Melanova Fusion GmbH.