Stand January 2025
1.1 These General Terms and Conditions (GTC) of 3i Business Solutions AG, CHE-176.307.520, Rossmarktplatz 1, 4500 Solothurn (hereinafter referred to as the “Contractor”), govern the conclusion, content and execution of contracts with customers(hereinafter referred to as the “Customer”) concerning services and trading, in particularly in the fields of 3i-Interim, 3i-Academy and 3i-
1.2 Anyone who submits a value offer to the Client accepts these GTC. The parties may agree deviations in writing in the contract, as far as these are objectively justified.
1.3 These GTC apply exclusively and for an indefinite period unless they are amended by express written They shall also apply if the contractor executes orders without reservation in the knowledge that the client’s terms and conditions conflict withor deviate from its own. Other terms and conditions of the client shall not become part of the contract, even if the contractor does not
1.4 expressly object to Other terms and conditions of the Client shall only be valid if they have been expressly accepted by the Contractor in writing.
2.1 The value proposition shall be prepared based on the Client’s request for proposal.
2.2 The value offer shall be binding during the period stated in the request for quotation. In the absence of a corresponding indication, a period of four weeks from receipt of the value offer is applicable.
2.3 Anyone who accepts a value offer from the Contractor thereby accepts these GTC.
3.1 As a specialist, the Contractor undertakes to perform the contract carefully, faithfully and competently.
3.2 The Contractor shall regularly report to the Client on the progress of the work and shall immediately notify the Client in writing of any circumstances that impair or jeopardise performance in accordance with the contract.
3.3 The Client shall have the right to inspect and obtain information about all parts of the order at any time.
3.4 Without a written authorisation, the Contractor is not approved to represent the Client and may not bind the Client towards third
3.5 The Client must, at its own expense, create the conditions within its sphere of responsibility to enable the Contractor to fulfil its contractual The Client’s responsibility includes in particular (i) the provision of necessary data, documents, relevantinformation and suitable office space and infrastructure, as well as
(ii) the provision of information on operational processes.
4.1 The Contractor shall use carefully selected and well-trained partners and employees.
5.1 The contractor may involve third parties (3i Experts) for the provision of its services. The Contractor shall remain responsible for the contractual provision of services by the third parties involved.
5.2 The Contractor shall impose on third parties the obligations set out in Clauses 4 (deployment of employees), 6 (occupational health and safety provisions, working conditions and equal pay for men and women), 11 (confidentiality) and 12 (data protection anddata security).
6.1 The Contractor with its registered office or branch office in Switzerland shall comply with the occupational health and safety regulations and working conditions applicable in Switzerland as well as the principle of equal pay for men and women. The standard em- ployment contracts or, in the absence of such contracts, the actual local and professional working conditions shall apply as working
6.2 If the Contractor sends employees from abroad to Switzerland to perform the service, the provisions of the Posted Workers Act of 8 October 1999 (SR 823.20) shall be complied with
7.1 The Contractor shall provide the Services:
a. according to expenditure; or
b. at agreed fixed
7.2 The contractually agreed remuneration is exclusive of value added tax (VAT). If a fixed price has been expressly agreed for the services, this shall be based on the principles known at the time of conclusion of the contract. If these should subsequently change and this was not foreseeable for the Contractor, the necessary contractual adjustments shall be agreed with the Client.
7.3 The Contractor shall issue a monthly Value added tax (VAT) shall be listed separately on the invoice. Payment shall be made in accordance with the specified terms of payment and the invoice issued. Payments shall be made irrespective of anycomplaints about the performance or alleged counterclaims. Retention of payment is not permissible. The remuneration shall also be due for payment if the client is in default of acceptance.
7.4 The receipt of payment by the Contractor shall be decisive for the timeliness of If the payment deadline is not observed, the Client shall be in default without any further reminder on the part of the Contractor. In the event of default of payment on thepart of the Client, interest on arrears p.a. of 5% of the invoice amount shall be owed from the due date. Reminder costs of CHF 50.00 may be charged for each reminder. If, after the conclusion of the contract, the contractor becomes aware of circumstances that call into question the creditworthiness of the client (e.g. default in payment, liquidity difficulties), the contractor shall be entitled to demand advance payment, even if other payment and delivery conditions were agreed upon at thetime of the conclusion of the contract, without itself being in default. In addition to settling the invoice amount, the customer is also obliged to reimburse all costs incurred as a result of the payment default
7.5 The client agrees to receive invoices, credit notes and reminders in electronic or paper form.
8.1 Each party shall be liable for all losses unlawfully caused to the other party, unless they prove that they are not at fault. In the case of slight negligence, liability for indirect or consequential damages, in particular loss of profits, is excluded. In addition, liability is limited to the amount of the order value.
8.2 The parties shall be liable for the conduct of their employees and third parties called in (3i Experts) as for their own.
8.3 The client bears the risks associated with the implementation of the contractor’s recommendations and proposed The client shall not hold the contractor liable for damages resulting from the implementation.
The contractor shall register himself and his partners and employees with the social insurance funds. Self-employed persons (3i Experts) must also prove that they are affiliated to a compensation fund when submitting their bid.
All industrial property rights to work results which form part of the contract, and which have not arisen in the course of the performance of the contract (pre-existing work results) shall remain with the Contractor.
11.1 The parties shall treat as confidential all facts and information which are neither public knowledge or generally accessible and in which there is a good faith interest in secrecy due to their nature. In case of doubt, facts and information shall be treated confidentially. The duty of confidentiality already exists before the conclusion of the contract and continues after the termination of the contractual relationship.
11.2 The duty of confidentiality does not apply to the Client insofar as it is obliged to publish the following facts and information: Name and place of the contractor, subject matter, date of conclusion of the contract and period of execution of the contract.
11.3 Without the written consent of the Client, the Contractor may not advertise the fact that a cooperation with the Client exists or existed and may not name the Client as a reference.
The parties undertake to comply with the provisions of the Swiss Data Protection Act and to adequately protect the data arising in the course of the performance of the contract against unauthorised disclosure to third parties.
Entry into force, duration and termination of the contract are governed by the individual contract.
Should a contractual relationship exist in accordance with Art. 394 et seq. of the Swiss Code of Obligations, the contract may be revoked or terminated in writing by either party at any time. The services redered until the termination of the contract shall be paid for. Claims for damages due to untimely termination of the contract remain reserved. Compensation for loss of earnings or profit is excluded.
14.1 Shipment
The supply period is in principle non-binding and only serves to estimate the expected delivery date. However, the Supplier shall make every effort to deliver the agreed products to the Client within the specified delivery period. The term of delivery shall beextended appropriately if (i) the Supplier does not receive the information required for the performance of the contract in due time or if the Client subsequently changes such information and thus causes a delay in the deliveries or services, (ii) obstacles arise which the
Supplier cannot avert despite exercising due diligence, irrespective of whether they arise at the Supplier’s premises, at the Client’s premises or at the premises of a third party. Such hindrances are, for example, epidemics, pandemics, mobilisation, war, riots, significant operational disruptions, accidents, labour disputes, delayed or defective delivery of the necessary raw materials, semi-finished or finished products, rejects, official measures or injunctions, natural events, or (iii) the principal is in default with the fulfilment of its contractual obligations, in particular if the principal does not comply with the terms of payment. A possible claim for damage caused by delay shall in any case be limited to the value of the (partial) delivery concerned. Any consequential damage caused by delay, indirect damage, costs for covering purchases, loss of profit and damage from interruption of business are expressly excluded. A withdrawal from the contract by the client as a result of a delay in delivery is excluded.
The refusal of the principal to accept the delivery shall cause the purchase price to become due immediately, irrespective of the handover of the products to the principal. The contractor is not obliged to deposit the products. Instead, it may waive theexecution of the order and demand a contractual penalty from the principal in the amount of the purchase price. The right to claim further compensation remains reserved.
Special requests regarding shipment, transport and insurance are to be communicated to the client in due time. Delivery shall be EXW [manufacturer’s works] (Incoterms 2020). Transport shall be for the account and at the risk of the client.
14.2 Defects, warranty
The Client shall inspect the deliveries and services in detail within 7 days of receipt for material and functional suitability as well as for deviations in quantity outside the tolerance customary in the industry and shall notify the Contractor of any defects withoutdelay. The obligation to inspect and give notice of defects is not limited to externally visible defects. The notice of defects must be made in writing and contain a precise specification of the alleged defects; any evidence must be enclosed. If no corresponding complaint is made within the complaint period, the products shall be deemed to be free of defects in all functions, the delivery shall be deemed to have been approved and any warranty claims shall be forfeited.
Warranty claims of the client require a timely and formally valid notice of defects in accordance with the preceding paragraph and expire one year after the transfer of use and risk. Warranted characteristics are only those which have been explicitly designated as such in the specifications and drawings. Excluded from thewarranty and liability of the contractor are damages that have not demonstrably arisen as a result of faulty material, defective construction or inadequate execution, e.g. as a result of natural wear and tear, inadequate maintenance, transport, disregard ofoperating instructions, excessive stress, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by the contractor, and as a result of other reasons for which the contractor is not responsible. Thecontractor does not provide any guarantee for products or semi-finished products supplied by third parties or for the conformity of the products with the public, association and private law standards at the place of delivery or destination.
If the delivery proves to be defective and the Contractor becomes liable for warranty under the above-mentioned conditions, the Contractor shall in any case have the right to choose whether to make a replacement or subsequent delivery with a reasonable period of time from the works (EXW, Incoterms 2020), to accept the reduced value of the delivery or to subsequently remedy the defects in the product. Any further claims of the principal due to defective delivery, in particular damages (including consequential damages, indirect damages) and rescission are excluded. Also excluded is a substitute performance by third parties at the expense of the contractor.
If the Contractor decides to remedy the defects notified to it, the Client shall give it the opportunity to do so. Defective parts shall be
returned to the Contractor at the Contractor’s request and only with its express consent – at the Client’s expense in the condition in which they were delivered, if possible, in the original packaging. The client has no further rights and claims due to defects inmaterial, construction or execution or due to the absence of guaranteed properties.
14.3 Retention of ownership
The products delivered by the Contractor shall remain its property until they have been paid for in full. The contractor is entitled to take back the products, the client is obliged to hand them over. The contractor’s ownership shall also not be lost with regard toproducts processed or resold by the client; co-ownership of the new item shall be acquired in the value of the outstanding invoice amount. The Client shall keep the co-ownership for the Contractor. The Client shall adequately insure and maintain theproducts at its own expense until they have been paid for in full. Furthermore, the Client shall take all measures to ensure that the Contractor’s title is neither impaired nor cancelled.
Upon conclusion of the contract, the client shall in any case assign its claims from a resale to the contractor. The client is authorized to collect these claims after their assignment. The contractor’s authority to collect the claims itself shall remain unaffected by this; however, it undertakes not to collect the claims as long as the client duly meets its payment obligations and is not in default of payment. If this is the case, however, the contractor may demand that the client discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.The Client is obliged to cooperate in measures that are necessary to protectthe property of the Contractor. Upon conclusion of the contract, the client shall in particular give the contractor its consent to the entry of the retention of title in the retention of title register. The Client may neither pledge the delivered products nor assign them as security. In the case of seizure or confiscation or other dispositions by third parties, the Principal shall notify the Contractor without delay and provide the Contractor with all information and documents required to safeguard its rights. Enforcement officers or third parties are to be informed of the contractor’s property.
The contractor is authorized to assign claims against the client to third parties. Offsetting of claims between the parties is excluded unless expressly provided for in this contract.
16.1 Amendments and supplements to the contract as well as its cancellation must be in writing. This also applies to the cancellation of this written form clause.
16.2 In the case of contradictions among the provisions, the following Order of precedence shall apply: management order, project order, GTC, value offer, request for quotation.
16.3 If in dividual provisions of the contract prove to be invalid or unlawful, the validity the contract shall not be affected thereby. The parties agree to replace the invalid or unenforceable provision by a valid and enforceable provision which, in the view of the parties, comes closest in economic terms to the objective which was associated with the invalid or unenforceable provision. A loophole in the contract shall be filled in a corresponding manner.
17.1 The contractual relationship shall be governed exclusively by Swiss substantive law, to the exclusion of the provisions of private international law (only Art. 116 IPRG, which explicitly permits an express choice of law such as the present one, shall not be affected by this exclusion) and to the exclusion of the Vienna Sales Convention United Nations Convention on contracts for the international sale of goods
17.2 The exclusive place of jurisdiction is the registered office of the
With locations throughout Asia and Europe, we are ideally positioned to support our customers efficiently and effectively.
With locations throughout Asia and Europe, we are ideally positioned to support our customers efficiently and effectively.
