These general terms and conditions of business and delivery apply to all work in connection with scanning, vectorizing, digitizing, graphic work and website creation between digitalgut AG and the client concluded contracts or orders as well as all other agreements made within the framework of the business relationship. These therefore also apply to all future business relations in the area described above, even if they are not expressly agreed again. General terms and conditions of the client shall expressly not become part of the contract, even if they are not expressly contradicted on the part of digitalgut AG. 

II. payment conditions and prices 

1. The invoices of digitalgut AG are payable within 30 days from the invoice date. The date of receipt of payment by digitalgut AG is decisive. 
2. In case of default, digitalgut AG is entitled to withhold further deliveries and services. In case of default of payment by the customer, digitalgut AG is entitled to charge interest in the amount of 5%. 
3. All prices are ex works excluding freight and packaging plus the statutory value added tax. The prices apply only to the agreed quantity.
4. The contractual partner may only offset undisputed or legally established claims against the purchase price claims of digitalgut AG.
5. The customer is only entitled to rights of retention insofar as they are based on the same contractual relationship. Insofar as the customer is a registered trader, he shall not be entitled to rights of retention unless his counterclaim has been legally established, is undisputed or has been recognized by digitalgut AG.

III Offer and conclusion of contract

1. All offers are subject to change.
2. Orders shall only become binding with regard to the type and scope of the order upon confirmation of the order by digitalgut AG.
3. For confirmations of orders, the reservation applies without exception that the execution is not hindered by incidents of any kind, in particular disruptions in our own operations or at suppliers, official measures. If such incidents occur, we shall be entitled, at our discretion, to postpone or limit the order or to withdraw from the contract. Purchase of external goods is excluded by mutual agreement in this case. The customer may withdraw from the contract under the aforementioned conditions if he has previously provided us with a sufficient opportunity for subsequent delivery.

IV. Delivery and shipment

1. Delivery periods begin after receipt of all documents required for the execution of the order.
2. Agreed delivery periods shall be adhered to by digitalgut AG as far as possible. Delivery deadlines are only binding for digitalgut AG if they have been expressly confirmed in writing or otherwise agreed in writing. Approximate delivery deadlines are not binding deadline agreements, but indications of a possible delivery date, which digitalgut AG endeavors to meet.
3. If the client demands changes or additions to the order after the order has been placed or if other circumstances occur which make it impossible for digitalgut AG to meet the delivery date, although digitalgut AG is not responsible for these circumstances, the delivery date shall be postponed by an appropriate period of time. 
4. If the non-observance of a binding delivery date is demonstrably due to mobilization, war, riot, strike or lockout or other circumstances for which digitalgut AG is not responsible according to general legal principles, digitalgut AG shall be entitled to postpone the performance for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled. 
5. If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. The withdrawal must be made in writing if digitalgut AG does not fulfill within the grace period. If it becomes impossible for digitalgut AG to fulfill the contract in whole or in part for the aforementioned reasons, digitalgut AG shall be released from its obligation to deliver.
6. The costs for the shipment are basically to be borne by the customer. The risk is transferred to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left the premises of digitalgut AG for the purpose of shipment. The choice of the shipping route and the shipping method is at the free discretion of the shipper. The risk for the documents sent by the customer to digitalgut AG shall pass to digitalgut AG as soon as plans, documents or files have been received undamaged on the premises of digitalgut AG or on the computers of digitalgut AG.

V. Warranty

1. digitalgut AG guarantees the creation of conversion data that represent the original data as closely as possible by scanning, digitizing or converting. Depending on the order, the corresponding process is applied. A complete conversion is not guaranteed. It cannot be ruled out that deviations in the conversion data from the original data occur, which cannot be technically excluded. digitalgut AG does not guarantee that all details of a scanned or vectorized document or plan are perfectly recognizable in a visualized file or on a printout of the file.
2. Information in the manual/documentation and/or advertising material that refers to expansion possibilities of a product or to available accessories is not binding, in particular because the products are subject to constant adaptation and the information may also refer to future developments.
3. The warranty period is 24 months and begins with the date of delivery. 
4. Any warranty claims are excluded as soon as the customer starts to edit the plans, documents or files supplied by digitalgut AG or has them changed by third parties, unless the customer proves that the notified defects have not been caused either in whole or in part by such changes and that the elimination of defects is not impeded by the change.
5. The customer is obliged to check the delivered files immediately and to report obvious defects in writing without delay, at the latest within 20 days of delivery. Defects notified late shall exclude any warranty claim. Defects that are not obvious must be reported in writing immediately after becoming known.
6. In case of defectiveness of the service of digitalgut AG and timely notification of the defect, digitalgut AG shall be entitled to either repair defective files or to create new files. In case of failure to remedy the defect, the customer shall be entitled to rescission or reduction of the purchase price after setting a reasonable grace period and notification that he rejects the remedy of the defect upon expiration of the grace period. Claims for damages due to non-performance are expressly excluded.
7. The examination of the content of the delivered files and/or printouts before further use in his constructions, plans and projects is the sole responsibility of the customer.

VI. claims for damages

1. Claims for damages of any kind whatsoever are expressly excluded, this applies both with regard to any delayed delivery and in the case of warranty defects. Excluded are claims for damages from positive breach of contract as well as claims for damages from consequential damages due to delivery of delayed or defective goods as well as the absence of warranted characteristics, insofar as this is not excluded by statutory provisions.
2. The exclusion of damages does not apply in the case of intentional or grossly negligent breach of contract by digitalgut AG. 
3. Insofar as it does not concern direct personal injury and property damage, digitalgut AG is only liable in total up to the amount of CHF 3000.
4. digitalgut AG shall not be liable for the recovery of plans, documents or data, unless it must accept the destruction or loss of the plans, documents or data as grossly negligent or intentional. The customer shall take reasonable security measures in accordance with the state of the art to ensure that drawings, documents and data can be reconstructed with reasonable effort. In particular, it is the customer's obligation to make backup copies of plans, documents and data or to keep originals before he delivers the documents to be processed to digitalgut AG for processing.

VII. Reservation of use

1. Files, plots and printouts supplied by digitalgut AG may only be used by the customer for testing purposes until full payment of all claims of digitalgut AG arising from the business relationship with the customer in the main and secondary matter.
2. The customer is obligated to properly store the files subject to digitalgut AG's right of use. 
3. he customer is not authorized to dispose of the files, plots and printouts subject to reservation of use after the expiry of the payment period, unless payment has been made in full. In the event that the customer nevertheless sells the files and digitalgut AG should approve this, the customer shall assign all claims against his customers to digitalgut AG upon conclusion of the contract. The customer is obligated to provide digitalgut AG with all information necessary for the assertion of these rights and to provide the necessary cooperation. 

VIII. Confidentiality

digitalgut AG and the customer mutually undertake to keep all business and trade secrets of the other party secret for an unlimited period of time and not to pass them on to third parties or to exploit them in any way, unless digitalgut AG cooperates with a third party company for the purpose of fulfilling the order. The records, drawings, documents and other information which the other contractual partner receives on the basis of the business relationship may only be used by the latter within the framework of the respective purpose of the contract. If they are passed on by digitalgut AG to a third party company for the purpose of fulfilling the contract, digitalgut AG is obligated to also conclude a confidentiality agreement with this third party company, which prohibits the third party company from passing them on and obligates them to maintain confidentiality.

IX. Place of performance/applicable law/jurisdiction

1. Place of performance is Bäch/SZ.
2. Swiss law is exclusively applicable. 
3. Place of jurisdiction is at the registered office of digitalgut AG in Bäch SZ

X. Other

1. Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. Rather, the invalid provisions shall be replaced by the provision that comes closest to the intended purpose.
2. Subsidiary agreements have not been made. Supplements to the contract shall only be effective if they are confirmed in writing.  

Bäch, 22.07.2019