General Terms and Conditions

bytesatwork: bytes at work AG, Technoparkstrasse 7, 8406 Winterthur, Switzerland. 

Customer: a legal entity buying Products from bytesatwork. 
bytesatwork Product: a bytesatwork Product, such as customer specific Products, our own Products named byteENGINE and byteDEVKITs, or accessories. Excluding Software and Hardware Engineering. 
Order Confirmation: formal written acknowledgement sent by bytesatwork for Products ordered by a customer. 
Price: stated in Order Confirmation. Product: as described in Order Confirmation, may comprise bytesatwork Products and 3rd Party Products. 
3rd Party Products: non bytesatwork Products. 
Software: computer operating systems, applications, system software, firmware, or middleware.

These Terms and Conditions apply to all bytesatwork Products and all statements made by bytesatwork in written and oral form. bytesatwork must confirm each modification to this Agreement in writing. Any other Terms and Conditions are excluded.

Offers of Products and services of bytesatwork on the internet or in advertising material etc. are non-binding and do not constitute an offer to conclude a purchase. Quotations are only legally binding during the period that they state and only if they are in writing. If unstated, the period is 10 days. The purchase contract is concluded upon timely acceptance of the offer by the customer. 

Customers may place orders via the internet, e-mail or other communication channels. By placing the order, the customer submits an offer to conclude a purchase contract with bytesatwork. The purchase contract is concluded when bytesatwork expressly declares acceptance of the purchase contract, e.g. by sending an order confirmation in writing, dispatches ordered Products or makes them available for collection. Customers should thoroughly verify the Order Confirmation and inform bytesatwork of any error in writing immediately, otherwise the details stated in the Order Confirmation will apply to this Agreement.

The customer may place a volume order comprising several partial deliveries and specified call-off time frames. Volume orders are valid only during the period specified. The following obligations apply:

• The customer is bound to call-off the specified amount of Products within the applicable call-off time frames.
• If the customer is violating the specified time frame, bytesatwork is entitled to charge 5% default interest rate per annum.
• After a 6-month grace period we reserve the right to charge cancellation fees up to a maximum of the remaining order value.
  

The Product may contain open source software. In this case, respective licence agreements apply.   These license agreements are declared to be an integral part of these General Terms and Conditions.

Unless otherwise provided in writing, Software is provided “as is”, without any warranties, in particular without the warranty for fitness for a particular purpose or for non-infringement.

If agreed, bytesatwork shall perform the installation or introduction to the Product for a separate fee. Unless otherwise agreed, services are invoiced according to expenditure

All prices are net prices and exclude deductions of any kind.

Unless otherwise agreed in writing, additional costs such as fees, charges of any kind, customs duties, transportation, packaging, insurance, etc. are not included in the price and shall be borne by the customer.

bytesatwork reserves the right to adjust prices of Products and Services due to increased costs not in control by bytesatwork, such as, without limitation: costs for raw materials and components, general manufacturing costs, exchange rates, insurance, freight or duty costs.

Unless otherwise agreed, invoices are payable within 30 days of the invoice date.

The products delivered to the customer shall remain the property of bytesatwork until the purchase price and all surcharges have been paid in full.

In case of prepayment, bytesatwork may suspend deliveries of Products or services until the full payment due has been received.

If the customer fails to meet his payment obligations in full or in part, all outstanding amounts shall become due immediately. In this case, bytesatwork reserves the right to withdraw from the contract, to charge a flat-rate collection fee of 5% of the total amount (but at least CHF 100) and to assign outstanding claims to external collection companies.

In the event of default or impossibility on the part of bytesatwork, the customer shall be entitled to withdraw from the contract no earlier than 90 days after the agreed date. If the customer exercises his right of withdrawal, bytesatwork shall reimburse the customer for any amounts already paid. The customer cannot assert any further claims.

bytesatwork is entitled to make partial deliveries depending on the availability of the Products.

The return of Products is generally not possible. Only in exceptional cases and after approval by bytesatwork a return can be made at the expense and risk of the customer.

Delivery shall be made by collection by the customer from the registered office or warehouse of bytesatwork or by shipment.

Shipment is at the customer's risk. Deliveries are only made to the kerbside. bytesatwork provides delivery times only as a guide and without guarantee. Partial deliveries are possible.

Delivered Products must be checked for correctness, completeness and integrity without delay. Visible defects shall be deemed to have been approved if they are not reported in writing to bytesatwork and the transport company within 7 days of receipt of the shipment. In this case, the customer is obliged to keep all parts of the original packaging.

Upon delivery by a transport company, the customer confirms the visual integrity of the delivery with his signature, unless he makes a reservation.

The customer must inspect the Product upon reception. If any visible defects or non-conformity appear during this inspection, the customer must notify bytesatwork in writing within 7 days. Once this period has elapsed, the customer will have accepted the Product. If bytesatwork agrees to the return of Product, Product must be in its original condition with packaging, including a return note and proof of purchase. Return costs will be paid by the customer.

bytesatwork’s warranty obligation is excluded and replaced by the following provisions:

• bytesatworks byteENGINES and byteDEVKITs: two (2) years warranty from the date of dispatch to the customer or collection by the customer.
• accessories, 3rd party Products: one (1) year warranty from the date of dispatch to the customer or collection by the customer.
• customer specific hardware Products: two (2) years warranty from the date of dispatch to the customer or collection by the customer, excluding prototype and pilot production.

bytesatwork undertakes to repair or replace Products that are defective or unusable due to material, design or manufacturing defects within a reasonable period of time. The decision on repair or replacement shall be made by bytesatwork. There are no other or further warranty claims. The warranty period is not extended in the event of repair or replacement. The costs and risk of return transportation shall be borne by the customer.

Excluded from the warranty are, in particular, damage caused by the elements, moisture damage, impact or fall damage, natural wear and tear, software problems, incorrect manipulation, damage caused by external influences and tampering with or modification of the Product without the written consent of bytesatwork. The warranty does not extend to consumables and operating materials such as batteries, rechargeable batteries, etc.

The warranty expires if defects are not reported to bytesatwork in writing immediately after discovery.

The notification of defects does not entitle the customer to withhold part or all of the purchase price.

bytesatwork shall be liable without limitation for intentional or grossly negligent acts. Any further liability, in particular due to impossibility of performance, for direct and indirect damages, consequential damages (loss of income, potential savings, contractual penalties, etc.) and for damages to third parties is excluded.

All rights (in particular copyrights, design rights, trademark rights, intellectual property rights and patent rights) shall remain with bytesatwork or third parties. The customer shall require the express written consent of bytesatwork before passing on technical information to third parties.

Bytesatwork’s Products may include technology and Software which is subject to Swiss, EU and U.S. export control laws and laws of the country where it is delivered to or used. The customer must comply with all these laws. bytesatwork’s Products may not be sold, leased or transferred to restricted and/or embargoed end users or countries or for a user involved in weapons of mass destruction or genocide without the prior consent of the competent export control authorities. The customer must refer to the latest applicable restrictions. The customer shall undertake its best efforts to ensure that the purpose of this paragraph is not violated by any third parties further down the commercial chain, including by possible resellers.
Any violation of these paragraphs shall constitute a material breach of an essential element of this Agreement which entitles bytesatwork to seek appropriate remedies, up to the termination of this Agreement.

bytesatwork is not liable for delays in performance including delivery or Service caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, terrorist acts, war, transport/supplier/Production problems, exchange fluctuations, governmental or regulatory action and natural disasters.

bytesatwork may terminate this Agreement with immediate written notice if the customer:

• breaches or bytesatwork suspects customer has breached export control laws;
• does not pay and payment has not been received within 2 weeks although bytesatwork has given Customer notice of such default and set the customer an additional term for payment

Either party may terminate if the other party:

• commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other;
• becomes insolvent or is unable to pay debts as they fall due.
  

The customer is responsible for the customer’s own choice of Product and its suitability for its purpose.

Should individual provisions of these General Terms and Conditions be or become invalid or void, this shall not affect the validity of the remaining provisions. The invalid or void provision shall be replaced by a provision that comes closest to the meaning and purpose of the invalid provision and the intention of the contracting parties in a legally permissible manner. The same applies if there are any gaps in the General Terms and Conditions. In all other respects, the provisions of the Swiss Code of Obligations shall apply.

This agreement is subject to Swiss substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale ofGoods of April 11, 1980 (CISG). The exclusive place of jurisdiction is the registered office of bytesatwork. Deviating mandatory jurisdiction under federal law remains reserved.