Gorba AG, CH-9245 Oberbüren
TERMS & CONDITIONS (T&C)
These “General Terms and Conditions” regulate the cooperation (rights and duties) between the customer and Gorba, in particular the coordinates, continuity and confidentiality of engagement, the form of cooperation and the method of invoicing and reporting.
Unless otherwise defined our offers are binding for 30 days from offer date.
The offered prices can be maintained, if the products and services stated in our offer are ordered in the requested amount within the respective deadlines without changes. In case the circumstances, which were decisive for the price definition, change fundamentally, Gorba is authorised to adjust the prices to the new conditions.
Price changes also need to be reserved within this period (of course with respective information).
Also the correction of obvious mistakes and typing errors remains reserved.
The contract is concluded with the confirmation of the order / project in writing, via fax or e-mail. Oral confirmations are legally not binding.
3. Delivery of goods
The delivery is, unless otherwise defined, always without insurance, FCA Gorba domicile (according to Incoterms 2010), whereas the freight charges are explicitly stated in the invoice.
The forwarding is arranged with the customer according to the agreement. If this is missing Gorba chooses the cheapest and quickest way for the customer.
The packaging costs are included in the price.
Side costs for import, export, approval, certification, customs, taxes and fees are in the concern of the customer.
Use and risk shall be transferred to the purchaser upon despatch of the goods. Shipments with possible transportation damages are to be accepted under reserve and the concerning shipping company has to be notified immediately to record the state of affairs.
4. Cooperation: General
The contracting parties mutually respect the existing employment relationships and the interests of the other in their employees.
Gorba complies for the work performed at the customer’s site to the customs of the same.
Upon mutual agreement additional employees of Gorba or third parties can be assigned for individual tasks within the project.
5. Cooperation: Duties Gorba
Gorba will immediately inform the customer if facts come known, which question the proper or timely performance of deliveries or services. The same applies for the information obligation of the customer towards Gorba.
Gorba is obliged to maintain confidentiality. The customer’s data will be held confidential. The obligation for confidential treatment of information doesn’t apply or is void if the respective information is commonly known or available, if it was known by Gorba already prior to the information of the customer or if it has been made available by a third party to Gorba at any time without confidentiality agreement.
All received documents and materials in the property of the customer are returned to him after the end of the respective use.
The work to be done shall only marginally and where absolutely necessary influence the course of business.
Gorba principally works in its own business premises.
6. Cooperation: Duties customer
The customer is obliged to gather or make the incurring decisions correctly and in time.
The customer is obliged to make all documents and information, which are necessary for the performance of work, timely and completely available to Gorba.
All received documents and materials are returned to Gorba after the end of the respective use.
7. Liability and warranty
Gorba warrants a professional and functionally careful performance of all works according to generally accepted rules of the respective specialist area. The provisions of the Swiss Code of Conduct apply (Art. 394 et seq. CO).
Gorba’s liability shall always be in an appropriate proportion to the remuneration / sales price / license price. It anyhow isn’t exceeding the agreed prices, which Gorba is requesting for the rightly rejected delivery or work.
Gorba warrants that the products, unless otherwise agreed, don’t carry any material or manufacturing defect for the period of two years from the moment of their first purchase.
In case that any defects at the products are detected during the warranty period, which are caused by material, manufacturing or processing faults, the product is repaired or replaced or the defective part is replaced by Gorba according to the following provisions without charge of work and material costs.
Gorba reserves the right to replace defective product either with new spare parts or equivalent replacement spare parts.
The place of fulfillment is the Gorba site in Oberbüren / SG or a published or authorised service point.
The warranty period is not prolonged or interrupted by a repair or replacement.
Explicitly excluded from Gorba’s warranty are:
- The regular maintenance, repair or replacement of parts due to usual wear.
- Errors or damages due to improper use, faulty mounting or installation, lacking diligence as well as external influences such as damages caused by impacts or blows, damages caused by moisture or humidity, transportation damages, natural hazards (rain, snow, fire etc.) as well as repairs and changes performed by third parties.
- The storage or operation of devices outside the following temperatures:
- max. storage temperature for LED displays: -20° C – +80° C.
- max. storage temperature for other components, in particular TFT monitors: -20° C – +65° C.
- max. operating temperate for LED displays: +65°C.
- max. operating temperature for other components, in particular TFT monitors: +55°C.
- To ensure a long service life far beyond the warranty period sufficient heating, ventilation or air conditioning of the operating environment is required during operation.
- Errors or damages due to change, adaptation or retrofitting for purposes other than the agreed purpose, without our written approval.
- Material damages resulting from a product error, damages due to inconveniences, loss of the product, time and profit, lost opportunities and confidence, problems in business relations and other economical losses.
- Consequential damages, which result from the use of the software products produced or sold by us.
- Shipping charges, travel time and kilometre compensation (these are charged).
8. Rights in the working results
The documents, which are exclusively prepared for the customer in the execution of the order / project, belong to the customer after the completion, who may dispose freely thereof (in each case the source code of the software programme is excluded).
Gorba receives the right to use the general knowledge and experiences gathered during the provision of services.
The deadlines of the joined agreement between the two contractual parties are binding.
Gorba is obliged to meet the deadlines agreed with the customer. If the customer changes the scope of work or if he isn’t meeting his obligations in time and/or completely, Gorba has the right to adjust the deadlines accordingly.
In case of delays caused by third parties with no contractual relationship to Gorba, Gorba also has the right to adjust deadline agreements with the customer accordingly.
The deadlines apply under reserve of force majeure, mobilisation, strikes, riots as well as long-term illnesses, severe accidents or death of an important employee in charge of the order. In all cases Gorba is eager to find an adequate solution upon consultation with the customer.
Gorba is reporting to the customer periodically and upon request about the status of work.
Major problems, which could influence the service in compliance with the contract, have to be immediately reported, whereas suitable measures for prevention or correction of such problems have to be taken upon mutual agreement.
12. Remuneration and invoicing
The services defined in the respective contract or order are either invoiced to the customer by Gorba according to the reported expenditure or basing on the agreed lump sum.
For the expenses invoiced at the beginning of the order, the conditions agreed between the customer and Gorba apply.
Gorba is either invoicing the services on a monthly basis, on the basis of written work report or as a lump sum according to the payment agreement.
The payment is made by the customer either within 30 days after invoicing or according to special payment terms.
All agreed and declared prices are principally excluding VAT, other taxes and fees.
The services are invoiced in the agreed currency.
13. Default in payment
If the customer is not paying the amount due according to the payment terms defined in the contract, the offer or the invoice, he is considered in delay of payment without additional reminder. In this case Gorba is authorised to request an annual interest rate of 8%.
14. Contract duration
Agreements are concluded for the time of signature until the end of the order (e.g. acceptance / formal project finalisation / product delivery).
The services rendered until contract termination are charged in any case.
15. Final provisions
If major contractual provisions are violated in grave manner, the opposite party is authorised to terminate this contract at any time and with immediate effect after a remedy period of at least 10 days and the information about the planned immediate termination of the contract by means of a registered letter.
16. Place of jurisdiction
Swiss law applies. The Vienna Purchasing Convention (CISG) is excluded.
For disputes CH-9245 Oberbüren / SG is defined as place of jurisdiction.
Gorba reserves the right to also file a lawsuit at the place of the contractor’s domicile.
In any case the parties try to settle by amicable means before court interaction.