Therms and Conditions

1. scope of application
These General Terms and Conditions of OTE Limited(OTE) govern the business relations of OTE with its customers and are valid unless otherwise agreed in writing. OTE reserves the right to change these general terms and conditions at any time. Changes that are objectively material to the customer shall come into force unless the customer gives notice of termination within 30 days of being notified of the next possible termination date.
 
2 Conclusion and validity
The contract shall be concluded upon confirmation of the order by OTE. The content and scope of the contract shall be determined by the order confirmation, its annexes and these GTC.
 
3. prices
Unless expressly stated otherwise, all prices are exclusive, i.e. additional costs such as value added tax, transport costs or other expenses will be charged to the customer according to actual expenditure. These additional costs shall be shown separately in the invoice. Insofar as OTE relies on services provided by sub-suppliers (e.g. licenses from third parties), OTE shall pass on price changes to the customer. In the event of model changes, OTE will endeavor to provide a model that is as equivalent as possible. OTE may increase its prices by a maximum of 10% per year.
In the case of on-site assignments, travel time shall be considered as working time and shall be invoiced accordingly.
 
4. delivery
Deliveries shall be made exclusively in Switzerland and Lichtenstein. The transfer of benefit and risk to the buyer takes place at the time of shipment of the object of purchase. In the case of technical equipment, the customer is responsible for a suitable installation site and the presence 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 assured. OTE shall not automatically be in default if dates or deadlines are exceeded. A delay in delivery shall not entitle the customer to damages, price reduction or withdrawal from the contract.
 
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 OTE is enclosed. There is no right of return for other goods. Excluded from the right of return are items that have been specially procured or manufactured at the customer's request.
 
7. terms of payment and delay
OTE may demand payment in advance or payment on account at any time. Invoices must be paid within 30 days of the invoice date. If the payment date is not met, the customer shall be in default without further reminder and shall owe a default interest of 4%. If the customer is in default of payment, OTE may withhold its services or discontinue the provision of services or terminate the contract with immediate effect.
 
8 Offsetting
The offsetting of claims by the customer requires the prior written consent of OTE.
 
9. default/refusal of acceptance
If the customer unjustifiably refuses to accept goods or services, OTE shall have the following options:
A.) Hold the goods or services at OTE's premises ready for collection or retrieval at the customer's expense and risk; the full order value shall remain owed;
B.) Withdraw from the contract, in which case the customer shall compensate OTE for expenses incurred to date, but in any case at least 30% of the order value.
 
10. approaches to maintenance and service contracts
OTE may adjust its prices at the beginning of each new contract year to take account of cost increases such as wage and material costs. Such adjustments shall be notified in writing or by e-mail at least four months in advance. Taxes, customs duties or other fees or charges will be charged according to actual expenditure.
 
11. retention of title
Until the purchase price has been paid in full, including any reminder fees and interest on arrears, all products shall be subject to retention of title in favor of OTE. The customer hereby declares his consent to the registration of the retention of title at his domicile or place of residence.
12 Warranty
OTE shall perform its services with due care. For its own contractual services, OTE warrants that they have the expressly warranted characteristics. The customer shall immediately inspect the contractual services and claim any defects in writing within 30 days from the date of delivery, documented and traceable (reproducible). Within this warranty period defects will be repaired free of charge. OTE may, at its discretion, remedy any defects claimed accordingly free of charge or refund any reduced value it deems appropriate. Any claims for cancellation, reduction or replacement deviating from the above shall be excluded. With regard to services or products of third parties, OTE shall only be responsible for the correct selection, insofar as this is not made by the customer. Any warranty claims of OTE against such third parties shall be assigned by OTE to the customer to the extent permissible.
 
13. deployment of personnel
The service provider shall deploy personnel in accordance with the respective requirements for the work to be carried out and shall also involve external third parties if necessary. The contracting parties mutually undertake not to actively or passively entice away any employees involved in the execution of the contract. In case of violation, a contractual penalty in the amount of CHF 20,000 shall be due. Payment of the contractual penalty does not replace actual performance. The non-solicitation clause shall apply for the entire duration of the contractual relationship and for two years after its termination.
 
14. working hours and surcharges
The regular working hours at OTE are as follows:
Working days (Zurich square): 07:00 - 19:00.
Outside the 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 working days and Saturdays: 00:00 - 07:00
   - On Sundays and general holidays: full day
On-call time outside regular working hours is charged at 50% of the hourly rate.
 
 
15. contract duration
The duration of the contract is one year from the conclusion of the contract, unless another start date or duration has been specified. The contract is automatically renewed for one year at a time unless it is terminated by registered letter three months prior to expiration. Individual services may contain different terms, which shall apply accordingly in each case.
Each party has the right to terminate the contract with immediate effect if the other party continues to violate important provisions of the contract despite a written warning by registered letter and the setting of a reasonable grace period.
 
16 Copyrights
OTE undertakes not to hand over all documents to third parties without the customer's consent, nor to give them the opportunity to inspect them. Upon termination of the contract, OTE shall return to the customer all data and documents belonging to the customer.
 
17 Secrecy
Both contracting parties shall be obliged to maintain secrecy. This obligation shall remain in force even after termination of the contract.
 
18. liability
OTE shall be liable for damages caused intentionally or by gross negligence. Any other contractual or non-contractual liability exceeding the warranty shall be excluded. In any case, liability for indirect or consequential damages, loss of data, unrealized business or loss of profit shall be excluded.
 
19. partial invalidity
Should individual clauses of the agreement violate applicable law, this shall not render the entire agreement null and void. The invalid clauses will be replaced by conforming provisions.
 
20 Mediation, place of jurisdiction and applicable law
All differences arising out of or in connection with the present contract shall be settled by mediation. The rules of mediation of the Swiss Chamber of Commercial Mediation (new mediation center) shall apply if the parties do not agree on another mediation within 10 days. All disputes arising from this contract are subject to Swiss substantive law, excluding the Vienna Sales Convention. The place of jurisdiction is London UK.
Status: V 2.2 of 6.3.2022