General Terms and Conditions (GTC) for services of inspire AG

(Translated from German original, German version is legally binding)

Version 3, August 2018

1. Scope
These terms and conditions apply to all orders awarded to inspire AG for mechatronic production systems and manufacturing technology (hereinafter "inspire").

2. Scope of services
The scope of services of a work commissioned with inspire (hereinafter referred to as "order") results from the offer and from inspire's order confirmation to the client. An order includes services ("services") and, if applicable, the production of parts ("products").

3. Contract, processing time
3.1 A contract for an order is concluded with the oral or written placing of an order (order). Unless otherwise agreed upon in writing at a later date, the dates and conditions according to the written order confirmation by inspire shall apply.
3.2 These conditions are binding if they are declared applicable in the offer or in the order confirmation. Any other terms and conditions of the client are only valid if they have been expressly accepted by inspire in writing.
3.3 All agreements and legally relevant declarations, subsidiary agreements, amendments and supplements must be in writing to be valid.

4. Intellectual property (IP rights), rights of use

4.1 Each party to the contract reserves all IP rights to plans, technical documents and computer programs and the like, in particular to test and inspection programs which it has handed over to the other party. The receiving contracting party acknowledges these rights and shall not make the documents available to third parties in whole or in part without the prior written authorization of the other contracting party or use them for purposes other than those for which they were handed over.
4.2 This does not apply to information which was known to the receiving party or the public before the notification or which was generally accessible or which became known to the public through no fault of the receiving party or which was transmitted or made accessible by an authorized third party or which was independently developed by an employee who had no knowledge of the notified information.
4.3 These provisions apply to all involved employees of both parties to the contract and also of partner companies or partner institutes as well as of subsidiaries and agencies. They shall apply for the duration of the contract and for a further five years after completion of the contract.
4.4 In the event of a termination of the project (according to clause 11.2), the client and inspire are equally entitled to free use of the jointly developed project results.
4.5 Inventions made during the order and directly or indirectly related to it belong in principle to the inventing party. If an invention has been made by inspire, inspire decides on its use. If inspire has no interest in its use, the client has a preferential right to take over.
4.6 If, after consultation by one party, a demonstrably jointly made invention or development is protected by a patent, the other party is entitled to a non-exclusive right of use free of charge.
4.7 If patents of inspire are used by the client during the assignment or for the later exploitation of their results, the client will be granted a non-exclusive right of use against payment in a separate agreement.

5. Rights and duties of the client
5.1 The existing technical documentation on the object to be processed and information of all kinds shall be made available to inspire within a useful period of time.
5.2 In all other respects, the rights and obligations of the client arise from the offer or the order confirmation.

6. Rights and duties of inspire
6.1 inspire undertakes to execute the order in accordance with the offer and order confirmation by qualified personnel in a professional manner and in accordance with the recognized rules of technology and the latest research results. inspire ensures adequate project management to meet quality requirements and deadlines.
6.2 In all other respects, the rights and obligations of inspire arise from its offer or from the order confirmation.

7. Execution time
7.1 Unless otherwise agreed, all information on execution times is based on estimates and is therefore not binding. This applies in particular to research contracts.
7.2 The agreement of a binding execution period requires that the scope of services of the order has been defined.
7.3 A bindingly agreed execution time shall be reasonably extended:
- if the information required by inspire for the execution of the order is not received by inspire in time or if the client subsequently amends it or
- if the client does not fulfil his obligations under the contract, in particular the obligations under clause 5 or the payment obligations under clause 9, or does not fulfil them in time or properly, or
- in case of circumstances of force majeure beyond inspire's control, such as mobilization, war, civil war, riot or sabotage as well as labour conflicts, accidents, diseases, delayed or faulty delivery of necessary materials, measures or omissions of authorities or governmental bodies, unforeseeable transport obstacles, fire, explosion, natural events.
7.4 If during the processing of the order it should become apparent that a bindingly agreed time for execution will in all probability be exceeded, inspire undertakes to inform the client of these circumstances and their reasons in good time. The project will be completed as soon as possible and without additional costs.
7.5 If a bindingly agreed execution deadline is not met for reasons for which inspire alone is responsible, the client may, insofar as he has suffered damage as a result, demand an appropriate compensation for delay of 0.5% per completed week up to a maximum of 2%. The percentage of compensation is calculated from the price of inspire's work for that part of the order which cannot be delivered on time due to the delay. Further claims and rights due to delay, in particular for damages, are excluded.
7.6 An execution deadline shall also be deemed to have been met if parts of the work owed under the order are missing or reworking is necessary, but the work result delivered can be used as intended.

8. Prices, additional costs
8.1 Unless otherwise agreed, the order will be invoiced according to time and material expenditure based on inspire's rates. This also applies to technical documents, inspection reports, expert opinions, evaluation of measurements and tests to be prepared in connection with the order. The cost of materials also includes the costs for the use of special tools and equipment as well as consumables and small materials.
8.2 If a cost ceiling has been agreed upon for work on a time and material basis, and if this ceiling turns out to be unrealistic because the conditions have changed or have been wrongly assessed together with the client, inspire will prepare a proposal as to what should reasonably be done (abort, increase of the cost ceiling, project extension, change of project objective, etc.). Together with the client, inspire will look for a solution.
8.3 Travel expenses, transport costs and hotel expenses as well as accommodation and incidental expenses will be charged to the client additionally according to expenditure. Travel time will be invoiced as working time.
8.4 Any transport, dismantling, installation, etc. shall be at the expense of the client.

9. Terms of payment
9.1 Payments are due according to the payment plan defined in the contract, or if no payment plan is defined, the due date stated on the invoice shall apply. Payments shall be made to inspire by the client without any deductions (cash discount, expenses, taxes, fees, etc.) at inspire's registered office. The place of performance for payments by the client is inspire's registered office. 
9.2 The client may neither withhold nor reduce payments due to complaints, claims or counterclaims not recognized by inspire. Payments must also be made if the order is delayed or becomes impossible for reasons beyond inspire's control.
9.3 If the agreed payment dates are exceeded, interest on arrears will be charged, subject to the assertion of other rights, without special reminder, at a rate based on the interest rates customary at the domicile of the client. The payment of interest on arrears shall not cancel the obligation to make payments in accordance with the contract.

10. Warranty, Liability
10.1 As a supplier of products, inspire is only liable for product defects if these were caused by inspire.
10.2 inspire is only liable for damage to order-related items or other items handed over to inspire if such damage was caused by inspire intentionally or by gross negligence. 
10.3 The client undertakes to inform inspire of all performance claims and requirements for products during the offer phase. inspire cannot be held liable for product defects caused by unclear or incomplete description of the requirements or by execution of special wishes of the client.
10.4 Since the client has complete control over the situations in which these products are ordered and used, knows their applications, conditions and environments, he assumes liability for the product in this application.
10.5 The benefit and risk shall pass on to the client upon dispatch or handover of the delivery. The shipping risk shall be borne by the client or the supplier.
10.6 Unless otherwise agreed, client and inspire do not warrant or represent to each other that the knowledge, work results, documents or objects developed or made available under the contract are correct, usable, complete or that their application or use does not infringe any third party rights or cause other damage.
10.7 The client must immediately inspect the services and products provided by inspire according to the order and report obvious defects within 14 days of delivery. After this period, claims for subsequent performance expire.
10.8 In general, all claims and rights due to defects of the services rendered and products delivered, in particular also the assertion of indirect damages such as loss of production, loss of use, loss of orders, loss of profit or the compensation of damages of any other kind, as well as damages from liability of third parties are excluded, regardless of the legal basis.
10.9 In case of personal damages (accidents, illnesses) both contracting parties are separately liable according to the applicable law. The contractual partners undertake to comply with the generally applicable safety regulations. If inspire employees carry out work at the client's premises, they must be instructed in detail by the client in advance with regard to the safety regulations applicable at the location.
10.10 In all other respects, this exclusion of liability shall not apply if it is contrary to mandatory law.

11. Term of contract
11.1 Orders end when the work is completed.
11.2 Both contractual partners are entitled to terminate the contract with a notice period of three months to the end of a calendar month if, after the end of a relevant project processing period, no significant progress has been made despite repeated warnings for subsequent performance or if it becomes apparent that the expected result will not be achieved or will not be achieved without significantly exceeding the planned costs or processing time. Otherwise, there is no ordinary right of termination.
11.3 All orders are subject to immediate termination for good cause.

12. Publication, advertising
12.1 Unless otherwise agreed, the research results obtained within the scope of the contract may be published by inspire in dissertations and in publications, subject to the provisions under item 4. Any regulation deviating from this must be negotiated in detail in each individual case.
12.2 Publications by inspire are coordinated with the client in advance. If a client wishes to exploit inventions of inspire which have been developed during the project, he has to declare his interest by making use of the provision under item 4.5 in order to review publications in advance and to request modifications, if necessary.
12.3 After prior consultation with inspire to clarify possible collisions with patent applications, bachelor, master or doctoral theses, the client is entitled to publish the research and development result, naming the author and the inspire department involved.
12.4 For advertising purposes inspire may only be mentioned with its express permission.

13. Place of jurisdiction, applicable law
13.1 Place of jurisdiction for the client and for inspire is inspire's registered office.
13.2 The contract shall be governed by substantive Swiss law, excluding the provisions of the CISG (United Nations Convention on Contracts for the International Sale of Goods, dated 11 April 1980).

14. Partial invalidity
Should one or more provisions of these General Terms and Conditions prove to be wholly or partially invalid, the validity of the other provisions shall not be affected. The contracting parties shall jointly replace the invalid provisions by new ones within a reasonable period of time. In case of contract gaps the same procedure applies.