TERMS AND CONDITIONS (T&Cs)
1. Scope of application
Thank you for doing business with Somnitec AG and placing your trust in our products and services. In the absence of any written agreements to the contrary in a contract, these T&Cs are hereby agreed to govern all relations between Somnitec AG (‘Somnitec’) and the person, company or organisation (‘Customer’) granted access to Somnitec products or services.
2. Subject of the agreement
The type and scope of products and/or services to be provided by Somnitec (‘Services’) are governed in the corresponding contract and annexes, where applicable. Somnitec shall take reasonable measures to ensure that it meets its obligations on time. However, Somnitec does not assume any liability for delays to services or deliveries resulting from unavoidable events outside its control that cannot be prevented by taking reasonable means (e.g. natural phenomena, accidents, strikes, war, epidemics, pandemics, transport delays, raw material shortages and the implications thereof).
3. Hardware and software (‘Products’)
The contract is deemed complete upon delivery of the product. Somnitec does not provide any warranty for defects, where legally permissible. Warranties are solely governed by the warranty terms issued by the respective supplier or manufacturer.
4. Remuneration and payment terms
Payment to be rendered by the customer for services is stipulated in the contract. All prices are listed as net amounts in Swiss franc (CHF), excl. VAT. Payment must be made upon signature of the contract (for deliveries), on a monthly basis at cost or according to a separately agreed payment plan. Invoices must be paid by the customer within 30 days of the invoice date without delay. Time spent travelling on behalf of the customer shall be regarded as working time and billed to the customer at half the standard hourly rate (Somnitec standard rate). The customer shall be billed for travel expenses according to the Somnitec expenses policy. Somnitec reserves the right to change its prices at any time in the case of changes in the manufacturer's prices, wage rates, material costs, energy prices or exchange rates in the period between the issuing of the quote and the contractual performance of the service.
5. Retention of title
Somnitec shall remain the sole title bearer of the entire delivery and service until it receives full payment in accordance with the contract. Somnitec reserves the right to register the retention of title in corresponding public registers at the customer's costs at any time. The customer hereby irrevocably authorises Somnitec to make all statements and undertake all legal proceedings required to legally register the retention of title according to the applicable legal system on their behalf. The customer must keep the delivered items in good condition at their own cost for the duration of the retention of title and adequately insure them against theft, fire, water and other risks on behalf of Somnitec.
6. Approval and warranty
Somnitec undertakes services on a contractual basis with customary diligence. Where applicable, the parties shall separately agree on the approval process and criteria. Somnitec warrants that the results achieved for services subject to the service contract shall satisfy the contractually agreed criteria at the time of approval. In the event that a reproducible defect arises and is reported, the customer shall solely be granted the right to subsequent improvement instead of the warranty claims afforded by the Swiss Code of Obligations. Warranty claims based on defects shall become statute-barred 3 months’ after approval. Somnitec does not assume any liability for uninterrupted and problem-free service provision. In the event of service interruptions, e.g. due to technical issues or maintenance work (including those attributable to third parties, particular providers of related telecommunication services), the customer shall not be entitled to lodge any claims against Somnitec.
7. Industrial property rights and usage rights
All industrial property rights (intellectual property rights and neighbouring rights, including patent rights along with prospective entitlements and similar rights) to the deliverables in written and/or machine-readable form (incl. all documentation) produced under the contract shall remain the property of Somnitec. The customer reserves the right to use the deliverables and remaining contractual services internally for their own company for the duration of the contract. In addition, the customer shall be granted a non-exclusive, non-transferable usage right to the standard software, unrestricted in terms of territory and duration. For lease models, the duration of the above usage right is limited to the validity of the contract. The software remains the property of Somnitec or the third-party manufacturer.
The liability of Somnitec and its vicarious agents is limited to intent and gross negligence. Liability for ordinary negligence is hereby excluded. Somnitec and its vicarious agents likewise exclude all liability for lost profit, indirect, collateral or consequent damages, loss or damage to data and third-party claims to the legally permissible extent.
9. Governing law and legal venue
This contractual relationship is governed by the laws of the Swiss Confederation to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The headquarters of Somnitec provide the legal venue.
Version dated: 1/06/2022