General Terms and Conditions of the Rey companies
I. Validity
01.
Unless otherwise agreed in writing between the parties, these General Terms and Conditions (hereinafter "GTC") apply to all deliveries and services of the Rey companies, namely Rey 360 Holding AG [UID: CHE-398.217.352], Rey Technology Holding AG [CHE-275.651.197], Rey Automation AG [UID: CHE-108.042.994], Rey Informatik AG [UID: CHE-115.251.959], Rey Immobilien AG [UID: CHE-398.018.189], Rey Digital AG [UID: CHE-284.008.847] and Rey GmbH in 79111 Freiburg im Breisgau [HRB 703684].
02.
These GTC shall apply if the customer expressly or tacitly accepts them or if the provision of services has commenced. Deviating provisions of the customer shall only apply if their validity has been expressly agreed in writing, even if reference is made to them in requests for quotations or other documents
II Conclusion of contract
03.
Contracts between the customer and a Rey company shall be deemed to have been concluded when such a company (hereinafter: "Rey company providing the service") has confirmed acceptance of the order or contract, including possible change requests, in a verifiable text form (order confirmation or individual contract) or has started to provide the service.
04.
Only the relevant Rey company shall remain a party to the Contract at all times, even if other Rey companies provide contractually owed services, irrespective of the degree of integration, other Rey companies communicate directly with the Client, any title provides for any rights of claim against Rey companies other than the Contracting Party or bankruptcy or insolvency proceedings are opened against the Contracting Party.
05.
Offers without a deadline are non-binding.
III Provision of services
06.
The order confirmation or an individual contract shall be authoritative for the scope and execution of all deliveries and services, standby and response times (SLA) as well as usage times and availability. License fees, materials or services not listed therein will be charged additionally. No permanent or uninterrupted availability is guaranteed for software solutions provided (applications, cloud computing, software as a service).
07.
If this is reasonable for the customer, the Rey companies may deliver modified or adapted hardware and software or provide other services that deviate from order confirmations and contracts. Such changes shall be deemed reasonable in particular if they do not impair the agreed functionality. The same applies to deviations in the user documentation from the content of the contract and/or deliveries and services, namely descriptions and illustrations. Under no circumstances do such deviations constitute assurances of properties or an amendment to the contract. Extensions to software to be maintained with the same or similar functions (upgrades) as well as updates to the documentation in the event of subsequent adjustments within the scope of software maintenance shall only be the subject matter of the contract if agreed.
08.
The customer accepts the terms and conditions of purchase and use of the respective third-party provider associated with standard software. Furthermore, the Customer expressly accepts that the Rey companies may use free/libre open source software components and that these components are subject to the license terms applicable to the Customer.
09.
The contractual service does not include brief telephone and electronic consultations that are equivalent to user training and questions that are to be answered by reading user manuals or other documentation.
10.
The outsourcing of contractually owed services to subcontractors and to other Rey companies is expressly permitted.
IV. Remuneration
11.
All prices are quoted in Swiss francs, excluding VAT and ancillary costs such as travel expenses (time and travel), fees and license fees, duties of any kind, customs duties, transport, packaging, insurance, etc.
12.
The services provided by the Rey companies shall be remunerated by the Client at a fixed price or on a time basis. Unless a flat-rate fee is agreed, the time spent is always merely an estimate. In this case, the actual time required for the provision of the services shall be invoiced. The rate of remuneration per hour is CHF 220.00, unless otherwise agreed. In addition to the actual provision of services, the time expenditure to be remunerated by the client shall include, in particular, participation in meetings and project meetings as well as any preparatory and follow-up work, regardless of location
13.
Currency fluctuations, a significant postponement of the delivery date, changes to relevant regulations, further developments, deteriorated availability and changes to products, prices or conditions at suppliers entitle the Rey companies to adjust prices.
14.
Additional costs resulting from incomplete, incorrect or delayed information or subsequent changes (requests) shall be borne by the customer.
V. Terms of payment
15.
Payments shall be made by the customer net, without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like. In the absence of a written agreement to the contrary, the following shall apply:
a) For fixed prices: 50% as a down payment within 14 calendar days of the date of order confirmation or contract signing; 40% upon complete delivery or commissioning and 10% after acceptance;
b) At cost: In each case following the reporting month;
c) Expenses: In each case following the reporting month;
d) Material/hardware/etc. deliveries, licenses for software: 100% after signing the contract or before ordering by the Rey company;
e) Long-term contracts: Quarterly in advance.
16.
All invoices from the Rey companies must be paid within 14 calendar days of the invoice date. An invoice shall be deemed to have been accepted unless the customer notifies Rey by the due date, stating the disputed amount and the reasons for the dispute. The Client's payment obligation shall only be deemed to have been fulfilled after receipt of the amount at the free disposal of the Rey company providing the service.
17.The payment deadlines shall also be met if dispatch, transportation, data connections or the commissioning or acceptance of deliveries and services is delayed or made impossible for reasons for which the Rey Company providing the service is not responsible, or if insignificant parts of deliveries and services are still missing or if reworking proves necessary which does not make the use of deliveries and services completely impossible.
18.
If the customer fails to meet a payment deadline, it shall be in default in all cases without a reminder and shall pay default interest of 5% from the 15th calendar day after the invoice date. The Rey company providing the service shall be entitled to compensation for collection costs of CHF 30.00 per reminder. If the Customer is in default of payment or if there is serious reason to fear that the Customer will not pay in full or on time, the Rey Company shall be entitled, without prejudice to its other claims, to suspend all deliveries and services, to withdraw the rights of use granted to the Customer (e.g. to software) and to withdraw the rights of use granted to the Customer. the Rey Company shall be entitled, without prejudice to its other claims, to suspend all deliveries and services, to withdraw the rights of use granted to the Customer (e.g. to software) and to demand the return of any goods delivered (e.g. data carriers, documentation, etc.) and to withhold deliveries ready for dispatch until new terms of payment and delivery have been agreed or the Rey Company providing the service has received sufficient security in its own opinion. If such an agreement cannot be reached within 15 calendar days of default or if the Rey Company does not consider that it has received sufficient security, the Rey Company shall set a grace period of at least three calendar days for payment. If this grace period expires unused, the Rey Company providing the service may sue for performance and damages for delay or waive subsequent performance within a reasonable period (no immediate declaration required) and either demand compensation for the damage resulting from the non-performance or withdraw from the contract (Art. 109 CO). In the event of withdrawal from the contract, the Rey company concerned shall be entitled to remuneration for the services then rendered plus a reasonable share of the profit.
19.
The Customer may not withhold, reduce or offset payments due to complaints, claims or counterclaims not recognized in writing by the Rey company providing the service.
VI Work results and rights of use
20.
All pre-existing rights of use and industrial property rights (intellectual property rights and ancillary copyrights as well as expectancies as such) as well as those to agreed work results and work results created in the course of the performance of the contract, including plans, drawings, technical documents, user documentation, software including source codes, program description, documentation, concepts, evaluations or development results as well as legally unprotected ideas, processes and methods belong to and remain with the Rey company providing the service. Patent rights to inventions created during the fulfillment of the contract belong to the Rey company providing the service. The Client may only dispose of them or make them accessible to third parties if this has been granted to it in writing in advance.
21.
Inversely, all pre-existing rights of use and intellectual property rights to the content supplied by the customer shall remain with the customer. The Client warrants that it has the necessary rights of use. The Rey company providing the service shall be fully indemnified by the client in this respect.
22.
In the absence of an express agreement to the contrary, the customer shall only be granted the non-exclusive, non-transferable and generally time-limited right to use the software and the associated user documentation in accordance with the third-party provider's terms and conditions of purchase or use. The customer is not entitled to grant sublicenses to the software or the user documentation to third parties, to pass them on to third parties, to sell them or to rent them out. In the case of Free/Libre Open Source software components, the license terms applicable to these components shall apply exclusively. The customer may save software on a storage medium or load it into the working memory, insofar as this is necessary for use. The customer is not entitled to make copies (except for archiving purposes, for temporary troubleshooting or to replace faulty, necessary storage media) or to update, upgrade or otherwise extend the software. The customer undertakes to pay compensation for the period of non-agreed overuse. If the customer does not notify us of the overuse on his own initiative, a contractual penalty amounting to five times the price of the use made in accordance with the applicable price list shall be due. The customer may not disassemble, decompile, decrypt, reverse engineer or otherwise process software, including software individually produced for the customer. If the customer violates any of these provisions, the Rey company concerned shall be entitled to revoke the right to use the software without notice and to cease providing its other services. Claims for damages and other legal steps remain reserved.
23.
Upon full payment of the remuneration owed, the non-transferable, perpetual, non-exclusive and geographically unrestricted rights to individually developed software shall be transferred to the customer. Without a written agreement, there is no entitlement to the transfer of source codes and development documentation. The Rey companies are entitled to further develop, modify, use and otherwise commercially exploit software and components, knowledge and processes developed for the client.
24.
Documents, drafts, software for test purposes, plans, concepts, data, source codes, etc. shall be returned to the respective authorized Rey company and/or permanently deleted electronically in the event that no deliveries or services are provided and always upon termination of the contractual relationship. The complete return or deletion must be confirmed in writing. The customer shall not acquire any rights to offer documents and may neither make them accessible to third parties nor use them themselves.
VII. Information and cooperation obligations of the customer
25.
The Client shall provide the Rey Company providing the service with all the information relevant to the performance of the contract in a timely, complete, clear and correct manner and in a generally recognized form. The Rey Company providing the service may rely on the information provided by the Client. The Customer shall draw the attention of the Rey Company providing the Services in good time to technical requirements and to the statutory, including data protection, official and other regulations at the place of destination, insofar as they are relevant to the development, execution and use of deliveries or services of the Rey Company and to the prevention of illness and accidents. The Customer is solely responsible for compliance with domestic and foreign export regulations. The Customer is also obliged to provide full information and cooperation so that the provision of deliveries and services by the Rey Companies is facilitated as far as possible.
26.
The Client shall grant the Rey Company providing the service the necessary access to its premises/systems and shall provide the necessary infrastructure for the performance of the service. This applies in particular to the provision of competent employees with decision-making powers, the provision of test workstations, staging and storage rooms as well as training rooms, meeting rooms for workshops, parking spaces, the hardware and software environment (system environment) required for proper operation, electricity, data, Internet and telecommunications facilities, etc. The customer is obliged to procure all necessary licenses for standard products from third-party providers for the respective contract period within the scope of the ordered deliveries and services and to comply with these as well as the license terms for free/libre open source software components. The customer is obliged to enable the Rey company providing the services to have remote access to the data processing systems on which any contractual software is installed and used. The Client shall be responsible for activating the online access required for remote access and shall bear the connection costs.
27.
The customer is obliged to prevent unauthorized access to delivered software. The customer shall store the original data carriers supplied in a location secured against unauthorized access. The customer shall comply with the communicated security and administrative regulations. The management of user identifications and passwords is the responsibility of the customer. These must be kept secret by the customer, protected against unauthorized access and not passed on to third parties. In order to prevent damage due to data loss, the customer is obliged to ensure that its data is backed up daily, updated daily, in machine-readable form and in accordance with the current state of the art, thereby ensuring that this data can be restored with reasonable effort. Unless explicitly agreed otherwise, the customer is solely responsible for data security and compliance with data protection regulations.
28.
Insofar as support services are provided for the customer within the scope of projects, the customer is obliged to regularly check whether the project objectives defined in writing are being met. Project management and responsibility lie exclusively with the client.
29.
Insofar as software maintenance services are agreed, this shall only be provided for software that is used by the customer in the current program version. If the customer uses a program version that is not up to date, a check shall be carried out at the customer's premises and the software shall be updated for a separate fee, which shall depend on the number of program versions not updated at the customer's premises.
VIII Reservation of title and use
30.
Insofar as material/hardware/etc. deliveries are provided, the Rey company providing the service shall remain the owner until the agreed remuneration has been paid in full. In the meantime, the customer may not sell, lease, pledge or otherwise encumber the delivery. The Customer shall be obliged to cooperate in measures necessary to protect the property of the Rey Company providing the service, in particular also the entry in the retention of title register. All rights of use are granted subject to full payment of the agreed remuneration.
IX. Dates
31.
Only deadlines confirmed in writing are binding. Deadlines (including sanctioned milestones) and follow-up deadlines shall be extended appropriately and automatically without the need for special notification and without the customer being entitled to any claims:
a) if the customer is in arrears with the work to be carried out by it, is in default of acceptance after being warned or is in default with the fulfillment of its contractual obligations, in particular if and at least as long as it fails to comply with payment terms;
b) if the Rey company providing the service does not receive the information it requires for the provision of the service in good time or if the customer subsequently changes it or if and for as long as the customer does not comply with its obligations to cooperate;
c) in the event of unforeseen obstacles and their consequences which are beyond the control of the Rey company providing the service, irrespective of whether they arise with the parties or with a third party, at least for their duration. Such events include, for example, force majeure, official orders, pandemics, epidemics, mobilization, war, riots, significant operational disruptions, industrial disputes, natural disasters, fire, theft;
d) in the event of delays in delivery or transportation and the like on the part of a third-party provider, supplier or carrier.X. Place of fulfillment
32.
Unless the parties have agreed a specific place of performance in writing, the place of performance shall be the registered office of the Rey company providing the service. In particular, there is no entitlement to performance at the Client's premises if services can be performed by telephone or remotely (online direct access). The Client shall take reasonable measures to exclude or minimize on-site performance.
33.The Client is obliged to hand over, fax or email a signed delivery bill to the Rey company providing the service immediately after the delivery of materials/hardware/etc.
34.
If a delivery is delayed or becomes impossible for reasons for which the Rey company providing the service is not responsible, the delivery shall be stored at the expense and risk of the Customer, without the Customer being entitled to withdraw from the contract or claim damages.
XI. Transfer of risk
35.
Benefit and risk shall pass to the customer upon dispatch of the material/hardware/etc. deliveries from the registered office of the Rey company providing the service, irrespective of any agreed delivery and assembly conditions. All transportation shall be at the expense and risk of the customer. Insurance against damage of any kind is the responsibility of the customer
XII. Acceptance / inspection obligations
36.
Unless a special procedure has been agreed in writing, the Client must inspect the contractual service or delivery, including data carriers, user manuals and other documentation provided, immediately upon delivery or receipt, before productive use and at the latest within ten (10) calendar days of any notification of readiness for acceptance by means of appropriate tests and immediately notify the Rey Company providing the service in writing of any defects, stating the description of the defect, its effects and the circumstances of its occurrence. The customer must give the Rey company providing the service the opportunity to rectify the defects. Insignificant defects shall be irrelevant.
37.
If the Customer fails to inspect and/or report defects immediately, refuses to sign an acceptance report without objective reason despite a short grace period, or if the Customer uses deliveries or services without complaint for seven (7) calendar days, these shall be deemed to have been accepted. Defects that would have been recognizable at the time of acceptance or partial acceptance but were not reported immediately can no longer be claimed later. Minor defects shall not entitle the customer to refuse acceptance.
XIII Warranty
38.
In the case of work services, the Rey company providing the service warrants that the work will substantially comply with the warranted specifications for a period of twelve (12) months when used as intended and provided that the customer has fully complied with its obligations.
39.
The Rey company providing the service guarantees the properties of the material/hardware/etc. supplied exclusively within the scope of the warranty granted by the manufacturers or third-party providers, which the Client expressly accepts. Depending on the manufacturer, the warranty period is twelve (12) months, generally six (6) months for continuous day and night operation. The warranty period begins with the delivery or provision of the service. The Rey Company does not provide any warranty for rights of use and exploitation or for the properties of free/libre open source software components used.
40.
If the Rey company providing the service provides pure consulting services, it shall not be liable for the correctness and suitability of the consulting services, in particular not for the fact that the purpose pursued with the commissioned consulting can be achieved (no guarantee of success).
41.
Excluded from the warranty are consumables and damage due to wear and tear, inadequate maintenance, disregard of operating instructions, due to changes to the system environment, source codes or databases, following installation and/or operating errors, damage caused by third-party products, including defective or license-infringing products. defects attributable to third-party products, including defective or license-infringing standard software and free/libre open source software components, following interference with the service/software, such as modifications, adaptations, connection with other programs and/or following use in breach of contract, excessive strain, unsuitable operating resources, chemical or electrolytic influences, defective rectification work not carried out by the Rey company providing the service, force majeure and as a result of other reasons for which the Rey company is not responsible. Furthermore, there is no guarantee that the data transfer will be free of faults or that it will be available.
42.The warranty period shall expire prematurely if the Customer or third parties make changes or repairs or if the Customer does not immediately take all appropriate measures to mitigate the damage or if the Customer does not immediately give the Rey Company providing the service the opportunity to remedy the defect.
42.
XIV Warranty rights
43.
A defect only exists if the intended use is demonstrably impossible or an important functionality or property is missing. Other, insignificant defects are irrelevant.
44.
The Rey company providing the service shall remedy duly notified defects within the applicable warranty period within a reasonable period of time. The original warranty period may be extended at most once by the same period. In the event of any contradictions, in particular in the case of material/hardware/etc. deliveries, the provisions of the manufacturer or third-party provider shall take precedence.
45.Claims for defects in software shall only exist if the reported defect is reproducible or can be demonstrated by machine-generated output and was reported immediately after discovery. Insofar as this is reasonable for the customer, the Rey company providing the service shall be entitled to provide the customer with a new version of the software (e.g. update, maintenance release/patch) that no longer contains the reported defect or eliminates it or to develop an alternative solution in order to eliminate the defect.
46.
If a defect cannot be rectified despite two attempts, the customer may rectify the defect itself or have it rectified by a third party after giving written notice and setting a reasonable grace period. In this case, the customer shall be entitled to reimbursement of the costs incurred by the replacement, less any savings, up to a maximum of ten (10) percent of the value of the defective delivery or service. Further warranty claims are excluded; in particular, the customer may not demand a reduction in price, withdraw from the contract (rescission) or demand compensation for loss of profit, indirect and direct damages, penalties to third parties, consequential damages, loss of use, capital costs or for the acquisition of substitute services or other consequential economic loss
47.
In the event of alleged infringements of property rights, the Rey company providing the service shall be entitled at any time to adapt its delivery or service accordingly or to acquire the corresponding rights in order to eliminate them. The customer shall have no other claims.
48.
If it turns out that a defect reported by the Customer does not actually exist or is not due to the deliveries or services provided by the Rey Company providing the service, the Customer shall compensate the Rey Company for the expenses incurred in connection with the analysis and other processing.
XV Liability
49.
To the extent permitted by law, the liability of the Rey company providing the service for culpably caused damage shall be limited to a maximum of 50% of the total remuneration of the corresponding contract for one-off services or the remuneration for 12 months for recurring services. Liability for loss of profit, indirect and direct damages, penalty payments to third parties, consequential damages, loss of use, capital costs or costs for the acquisition of substitute services as well as any other consequential economic loss is expressly excluded. Liability for the recovery of data is excluded unless the Rey Company has caused its destruction intentionally or through gross negligence.
50.
Liability for employees and auxiliary persons called in is excluded in accordance with Art. 101 para. 2 CO.
51.
The Rey Company providing the service shall only be liable under its liability insurance for personal injury and property damage demonstrably caused to the Client through the fault of the Rey Company if the conditions are met. Further claims are excluded. If the liability insurances do not cover the personal injury or property damage incurred, the Rey Company providing the service shall not itself be obliged to any further liability.
XVI Permanent contracts
52.
Unless otherwise agreed, long-term contracts shall be extended by one (1) year in each case. Either party may terminate continuing contracts in writing with one (1) month's notice to the end of a contract year, but not before twelve (12) months have elapsed.
53.
The customer must completely delete software for which time-limited usage rights have been granted from the hardware on which it is installed or stored immediately after termination of a long-term contract. The customer is hereby expressly informed that it may no longer use such software after termination of a long-term contract.
54.The Rey company providing the service has the right to change the prices for long-term contracts once a year. The Customer shall be notified of any price increase six (6) weeks before it takes effect. With the announcement, the Customer shall receive an extraordinary right of termination at the time at which the price increase becomes effective. In this case, the customer must give written notice of termination to the Rey company providing the service no later than four (4) weeks after notification of the price increase
XVII Non-solicitation of personnel
55.
During the provision of services and for one year thereafter, the Client undertakes not to directly or indirectly entice away, hire or otherwise employ any employees of a Rey company. In the event of a breach of this non-solicitation clause, the Client shall owe the Rey company concerned a contractual penalty in the amount of CHF 100,000.00. Payment of the contractual penalty shall not release the Client from compliance with the other contractual obligations.
XVIII. Secrecy
56.
The parties shall treat all information that is neither in the public domain nor generally accessible as strictly confidential. In particular, the customer acknowledges that source codes constitute sensitive business secrets. In case of doubt, information must be treated confidentially and there is a mutual duty of consultation. The duty of confidentiality shall apply from the beginning of the contractual negotiations and shall continue to apply indefinitely after termination of the contractual relationship. The Rey companies may advertise the fact that a collaboration exists or existed with the customer and cite it as a reference
XIX Unilateral termination of contract
57.
If unforeseen events occur which fundamentally change the circumstances relevant to the contract or have a significant impact on the performance of the contract by the Rey company providing the service, or if the performance of the deliveries subsequently proves to be impossible in whole or in part, the parties shall attempt to agree on an amendment to the contract within a period of 30 calendar days. If the parties are unable to reach agreement, the Rey Company providing the service shall be entitled to terminate the contract or the affected parts of the contract. If the Rey Company intends to terminate the contract, it must notify the Customer immediately after realizing the consequences of the event, even if an extension of the delivery period was initially agreed. In the event of termination of the contract, the Rey Company providing the service shall be entitled to remuneration for the services then provided. Claims for damages by the customer, including claims for loss of profit, indirect and direct damages, penalties to third parties, consequential damages, loss of use, capital costs or costs for the acquisition of substitute services as well as any other consequential economic loss are expressly excluded
XX. Termination for good cause
58.
The parties have the right to terminate for good cause. The right to terminate for good cause requires that the offending party has previously been warned in writing by the other party with a notice period of at least twenty (20) calendar days to commence or resume behavior in conformity with the contract and to restore the contractually compliant condition and with reference to the right of termination. Good cause exists in particular:
a) if the continuation of the cooperation no longer appears objectively reasonable due to a serious breach of contract;
b) if the customer is in default of payment for more than two (2) months;
c) if the customer violates the terms and conditions of purchase or use of a Rey company or a third-party provider;
d) if changes or measures taken by the Client with regard to the contractual service provision significantly impair the contractual service provision and the parties cannot find an amicable solution;
59.
Payments already made at the time of termination shall remain well paid. Termination shall not release the parties from ensuring that they fulfill their obligations in the ordinary course of business in accordance with the contract.
XXI Data protection
60.
The client acknowledges the privacy policy of the Rey companies, the current version of which can be viewed at https://www.rey-technology.com/de/datenschutz.
61.
The parties undertake to comply with the provisions of data protection law. The Rey companies are entitled to have personal data processed by third parties within and outside Switzerland, provided that data security is guaranteed. If data processing takes place in a country with an inadequate level of data protection or if this cannot be ruled out, the third party must provide sufficient contractual guarantees to ensure adequate data protection. The customer agrees that, to this extent, cross-border data transfer and data processing may take place abroad.
62.In such cases, the parties shall agree the necessary separate contracts (e.g. regarding order processing) without further ado. Without concluding an order processing contract with the usual clauses, the Client must ensure that the Rey Companies do not gain access to the Client's personal data in the course of providing the service. In any case, the Client or its customers shall be and remain solely responsible for the lawfulness and the assessment of the permissibility of the processing of personal data, including the permissibility of order or sub-order processing, as well as for the protection of the rights of the persons concerned as the responsible party within the meaning of the applicable data protection law. The client guarantees that all data has been processed in a lawful manner (information obligations, legal basis, compliance with applicable data protection law, etc.) and may continue to be processed by the client. The Rey companies shall be fully indemnified by the client in this respect.
63.
Without concluding a separate data processing agreement (DPA) with the usual clauses, the other party must ensure that it does not gain access to personal data of the Rey Companies.
64.
The parties shall inform each other immediately if violations of applicable data protection law, data security, errors or irregularities are detected or become known.
XXII Miscellaneous provisions
65.
Declarations in text form that are transmitted or recorded by electronic media (fax, e-mail, Internet and the like) shall be deemed to be written declarations by a party. The sender shall be responsible for proving that such declarations have been acknowledged by the recipient. Such declarations shall be deemed to have been received at the time they are acknowledged by the recipient. Contract amendments and terminations must always be made in writing (electronic media are not sufficient).
66.If a party waives its right to enforce a contractual claim in an individual case, this cannot be regarded as a general waiver of all contractual claims.
67.The parties exclude offsetting against counterclaims not recognized in writing.
68.The parties undertake mutually and without special consideration to make all declarations in due form that are necessary for the execution of the concluded contracts.
69.
In the event of contradictions between an individual contract, these GTC and an offer, the provisions of the individual contract shall take precedence over these GTC and these GTC shall take precedence over an offer.
XXIII Severability clause
70.
Should individual provisions of these GTC prove to be invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness and enforceability of the remaining parts of the GTC. In this case, the parties undertake to replace the invalid, ineffective or unenforceable part of the GTC with a valid, effective and enforceable provision that comes closest to the economic purpose of the provision. In all other respects, the provisions of the Swiss Code of Obligations (SR 220) shall apply.
XXIV Amendment of the GTC
71.
These GTC may be amended at any time. The customer will be notified of any changes or additions to the GTC. These shall become part of the contract if the customer does not object in writing within 30 calendar days of notification. The currently valid version of the GTC can be found at: https://www.rey-technology. com/en/agb.
XXV Place of jurisdiction and applicable law
72.
The Rey Companies shall endeavor to resolve any differences amicably. The place of jurisdiction for disputes shall be the registered office of the respective Rey company. However, the respective Rey company shall also be entitled to take legal action against the customer at its registered office. All legal relationships between the parties shall be governed by Swiss law to the exclusion of the Vienna Sales Convention.