General Terms of Service

General Terms of Service (GTS) for Greber Management LLC, hereinafter referred to as “Supplier” in the following.

1. Validity of the GTS

These general terms and conditions are based on Swiss law and apply within Switzerland in so far as they are explicitly or tacitly acknowledged by the parties. Any changes or additional agreements shall only be effective upon acknowledgment in writing by the Supplier.

In the event that a contractual agreement is made and the Customer also has a GTS, those points which correspond to each other shall be considered valid. Any remaining deviating points shall be agreed upon in writing.

This GTC shall apply indefinitely as long as it is not changed by the Parties in writing.

For the rest, the statutes of the Swiss Code of Obligation (OR) governing purchasing contracts (Art. 184 ff OR) as well as other Swiss laws and ordinances shall apply. Should any of the provisions in this agreement be or become invalid, or should the agreement contain omissions, this shall not have an effect on the remaining provisions in the contract. The invalid provision shall be replaced with one that is retroactively effective and enforceable and follows in financial intent as closely as possible. The same shall apply in the event of a legal omission.

2. Supplier services and contractual agreement

2.1 Greber Management LLC provides industry-independent consulting and project management services in Asia and Europe.

2.2 Our website contains non-binding information. Information provided over the phone shall have no long-term validity. Only those offers which are made in writing, in a personal meeting, per fax or per email shall be considered binding. If a customer should request additional consulting services which are not covered by the offer, they shall be invoiced separately at a later time.

2.3 An offer shall be considered valid for 30 days in so far as nothing else has been agreed upon in writing. All of the documentation and samples submitted at the time of the offer shall remain the property of the Supplier. Third parties may not view the offer documentation without the permission of the Supplier. Numbers which are indicated as a points of reference by the Supplier shall be non-binding and serve only as an estimate of the magnitude.

2.4 An offer shall be considered as accepted when the Customer communicates this in writing, per fax or per email. The Supplier shall confirm the acceptance in writing per fax or per email.

2.5 In the event that the Customer wishes a change after the agreement has been confirmed, the Supplier agrees to communicate to him within two weeks whether the change is possible and with what effect on the rendering of the services, the schedule and the price. For those consulting services which have already been rendered, the change shall not apply.

2.6 Cancellation of the agreement per email shall not be considered sufficient. Should an inopportune cancellation occur, the Supplier reserves the right to legal damage claims.

3. Schedule

3.1 The Supplier agrees to to render the agreed upon consulting services on the dates specified in the contractual agreement, and in return, the Customer agrees to accept these consulting services at the predetermined time and to pay for them.

3.2 The dates shall be delayed in relation to any obstacles which might occur and which are beyond the power of the Supplier; such as occurrences of nature, mobilizations, war, riots, epidemics, accidents and illness, significant business interruptions, strikes, delayed or incorrect deliveries as well as official measures.

3.3 In the event of other delays, the Customer may

i) forego further deliveries: This is to be communicated to the Supplier without delay.

ii) request partial delivery, in so far as possible: This must be promptly agreed upon.

iii) fix an appropriate extended time limit for belated fulfillment: Should the Supplier not render the services by the expiration of the extended time limit, the Customer may forego the belated service or terminate the contract in so far as he immediately declares this intension.

3.4 The Supplier agrees to inform the Customer of the delay as quickly as possible.

4. Contract completion

4.1 The confirmation of the order shall be relevant for the scope and execution of the delivery. The Supplier shall supply the consulting services in the version ordered, files in machine readable form in the valid version at the time of delivery.

4.2 In so far as no other fulfillment location has been agreed upon by the parties or arises due to the nature of the business, delivery shall be considered to be the preparation of the consulting services at the place of execution for the Supplier.

Unless explicitly agreed upon otherwise, the benefits and risks shall be transferred from the Supplier to the Customer at the time of the completion of the consulting services and goods.

4.3 In so far as no other procedure for acceptance has been agreed upon, the Customer agrees to inspect the consulting services himself and to make a notification of any deficiencies. Should the Customer fail to make this notification within 3 business days after the delivery, the consulting services shall be considered to be free of defects and the delivery as accepted. The Customer shall then be under obligation to make payment as scheduled.

5. Prices and conditions of payment

5.1 The prices are to be fixed in the offer. VAT shall be calculated in addition.

5.2 The Customer agrees to immediately pay 40% of the value of the contract without discount at the time of the confirmation of the order as a down payment. The Customer agrees to pay the remaining amount within 10 days after delivery of the agreed upon services.

5.3 Should the conditions of payment not be complied with, the Supplier shall be entitled to

i) make immediately due and payable those accounts receivable

ii) to demand guarantee for all outstanding receivables.

iii) to holdback the delivered services, until all receivables are paid by the Customer.

iv) or, in special cases were the services haven been delivered on discounted hourly rate (only for projects with equity or financial participations), the rates will be retroactive billed to the Customer based on the Suppliers standard rates.

Should guarantee or payment not have been received at the time of the expiration of an appropriate grace period, the Supplier may terminate the contract even if the services or goods or a portion thereof have already been delivered.

5.4 Should the Customer not meet the payment conditions, the Supplier shall be entitled to demand damage claims.

5.5 Should the Customer not meet the payment due date, and without dunning, he shall be liable for payment of an interest on arrears which is 5% above the current discount rate of the Swiss National Bank from the due date forward.

6. Obligation to inform

6.1 The parties shall mutually inform each other in a timely manner of any particular technical requirements as well as any statutory, official or other regulations valid in the designated country in so far as these are of significance for providing the consulting services. In addition, the parties agree to mutually inform each other in a timely manner of any obstacles which could put the contractual fulfillment in doubt or which could lead to unsuitable solutions.

7. Data privacy and protection

7.1 The necessary Customer data required for the consulting services shall be stored by the Supplier and its domestic and foreign partners and processed for contractual purposes. The Customer agrees that the Customer data may be given to third parties. Customer data in this case shall only be used for the execution of the desired services. Every person for whom Customer data is collected shall be entitled to request information regarding the data which is being processed about themselves. Every person shall be entitled to request correction of the data as well as deletion of data from the data register. For this, please contact: Customer data shall be considered information such as name, address, telephone number, and email. Both natural persons and legal entities shall be concerned.

8. Copyrights

Any copyrights as well as all intellectual property rights to the services provided by the Supplier within the framework of his consulting services shall remain with the Supplier.

9. Transferability

9.1 The Supplier may utilize or consult with other persons within the framework of rendering the consulting services.

10. Warranty and liability

10.1 The Supplier shall provide his services with the professional diligence and best knowledge standard for the branch. Neither the Supplier nor the persons he might consult with shall be liable for events which are beyond their influence.  In such a case, the Suppler shall be entitled to terminate the contract without damages and, if the other contracting party is at fault, to request damages.

10.2 The Supplier carries no liability for the results. In particular, the Supplier shall not be liable for whether a business partner is found or whether the Customer’s market success occurs to the desired magnitude.

10.3 In so far as legally permitted, liability shall be excluded for any damages which occur for the Customer, in particular, in the event of the non-occurrence of the desired success, misfeasance, delivery delay or consequential damages.

11. Venue of the court and applicable law

The venue of the court shall be that of the Supplier. However, the Supplier reserves the right to call upon court at the headquarters of the Customer.

The parties agree to attempt to solve any disputes which might arise from the execution of this agreement in a friendly way.

In so far as these GTS’s do not contain any provisions to the contrary, Swiss law shall exclusively apply to the contractual relationship between the two parties.

Pfaeffikon SZ, March 2016

Greber Management LLC