1.0 Preliminary Remarks

OrderMonkey is an experienced and premier IT consulting, software products, and development services provider. Offers and purchase confirmations will reference ORDERMONKEY terms and conditions outlined in this document, which will be effective without signing.

2.0 Scope

2.1 These General Terms and Conditions (GTC) form an integral part of each Agreement, Quote, Work Order, Purchase Order or any other binding Agreement between ORDERMONKEY and the Customer (hereinafter only referred to as Work Order) for services performed in the area of information technology (ICT).

2.2 Any deviations from these GTC must be expressly stated in the request and/or the Work Order and are only valid if mentioned and agreed in the Work Order.

2.3 The version of the GTC effective at the time of confirmation of the work order shall apply.

3.0 Contractual components and order of precedence

In the event of conflicts between the various contractual components, an Agreement or a Work Order itself takes precedence over these GTC, which in turn take precedence over the quote, which in turn takes precedence over the specifications (e.g. RFP). The contracting parties may agree otherwise in a Work Order.

4.0 Definitions

4.1 “Agreement” shall mean the General Terms and Conditions including all schedules and relevant Work Orders.

4.2 “Application software”, or simply “Application” shall mean a computer program designed to perform a group of coordinated functions, tasks, or activities for the benefit of the end-user. Therefore, “Application” will refer to Software, Mobile Application/s and/or Web Application/s and/or Website/s developed or to be developed and/or designed by ORDERMONKEY to facilitate the specific business objectives of the Customer.
4.3 “Application Content” shall mean all such content, configuration or design in the Application which is specific to the business of the Customer.

4.4 “Confidential Information” shall mean any trade secret or other information which is deemed confidential or commercially sensitive, which is not included in the public domain (other than through the wrongful disclosure by the other Party), which belongs to any associates or representatives of either Party (whether stored or recorded in documentary or electronic form), and which (without limitation) relates to the proprietary information relating to the development, utility, operation, general or specific data, functionality, performance, cost, know-how, details of present and proposed businesses, formulas, ideas, strategies, techniques, policy, data related to employees, present or proposed vendors/customers, information regarding research and development, unpublished financial statements, budgets and other financial details, computer programming techniques, methodologies and related technical information, business or marketing plans, forecasts, licenses, prices or lists, quotes, bids, controls, operating procedures, organization responsibilities, marketing matters, and any policies or procedures, software programs and files, operating manuals, user manuals documentation, source code and any and all information pertaining to either Party’s application or software of any of its associates, subsidiaries or representatives.

4.5 “Intellectual Property” shall mean collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired:

4.5.1 Patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents or any extensions thereof.

4.5.2 Rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations.

4.5.3 Rights in trademarks, trademark registrations, and applications, therefore, trade names, service marks, service names, logos, or trade dress.

4.5.4 Rights relating to the protection of trade secrets and Confidential Information.

4.5.5 Internet domain names, internet and world wide web URLs or addresses.

4.5.6 All other intellectual or proprietary rights anywhere in the world including rights to publish, whether or not requiring registration and whether or not such registration has been obtained.

4.6 “Party” shall refer to the Customer or to ORDERMONKEY as the context may suggest and the Customer and ORDERMONKEY may collectively be referred to as “Parties”.

4.7 “ORDERMONKEY Technology Framework” shall mean and include any and all pre-existing modules or any modules created during the development that ORDERMONKEY may reuse for offering developmental services to other Customers.

4.8 “Services” shall mean all kinds of services provided by ORDERMONKEY with regard to the development of the Application.

4.9 “Work Order” shall mean the offer that has been issued by ORDERMONKEY and signed by the Customer, with the offer indicating products and services, quantities, and agreed prices and payments for the products or services developed by ORDERMONKEY. While conducting the Services, ORDERMONKEY shall adhere to any and all requirements present in the relevant Work Order. A Work Order is regarded as a binding contractual agreement.

5.0 Performance

The contracting partners notify each other immediately of any circumstances arising on their respective sides that endanger or could endanger the performance of the contract.

6.0 Customer’s obligation to cooperate

6.1 Customer shall communicate to ORDERMONKEY, in good time, any requirements, information or other data that are relevant for performance of the Work Order.
6.2 Customer shall provide any documentation or office space or system access that may be necessary for performance of the Work Order.

6.3 Customer is aware that an agile and iterative project method requires the participation of the customer. The Customer shall provide the necessary resources. In particular, allocate personnel with the required expertise.

6.4 Customer shall grant ORDERMONKEY access to the premises of Customer, insofar as is necessary for performance of the Contract.

7.0 Change Requests

7.1 ORDERMONKEY shall inform the Customer of any general technical improvements and new developments that could make a change during the performance of a Work Order to services technically or economically useful, explaining the consequences of the change for the existing infrastructure and the readability of data, and the Work Order.

7.2 Each Party may request changes to the agreed services in writing through the staff members responsible. If these can be expected to have an effect on costs or deadlines, a new quote must be produced within a time frame agreed by the Parties. This new Work Order quote gives details of the estimated feasibility, the additional Services required and the effect on Services, in particular as regards costs and deadlines. ORDERMONKEY also indicates whether the provision of Services is to be partially or completely interrupted until a decision has been made on the change and how such an interruption would affect the remuneration and deadlines.

7.3 Unless otherwise agreed, ORDERMONKEY shall continue its work under the Work Order while proposed changes are under discussion.

7.4 Changes to Services and any changes to the remuneration, deadlines and other points of the Agreement are set out in writing in an addendum to the Work Order or new quote or Work Order before the changes are binding.

7.5 Changes that have no effect on costs, deadlines or quality can be agreed by having the relevant members of ORDERMONKEY and the Customer’s staff sign a change log.

8.0 Branding & Marketing

8.1 ORDERMONKEY may place its name, logo or other text within applications to identify ORDERMONKEY and be recognizable as the provider of the designs, codes and logic of the Application.

9.0 General Payment Terms

9.1 All costs incurred by ORDERMONKEY as well as the payment for the Services rendered or proposed to be rendered shall be as per the relevant Work Order.

9.2 The prices stated in a Work Order are without any official taxes (e.g, Value-added tax). Value-added tax at the statutory rate shall be added to and stated separately in each invoice.

9.3 ORDERMONKEY shall commence the Services only after receipt of the advance “Commitment” payment specified in the Work Order and/or as per the section 12.0 “Payment Schedule” .

9.4 All applicable taxes as imposed with regard to the Services shall be borne solely by the Customer.

9.5 Any and all additional Services or support and maintenance beyond those mentioned in the relevant Work Order will be charged based on ORDERMONKEY’s current price list, available upon request..

9.6 The price for hosting of the Application will be invoiced in accordance to the ORDERMONKEY price list, available upon request.

9.7 The Customer shall reimburse any and all out of pocket expenses incurred by ORDERMONKEY while rendering the Services. Such costs shall be notified to the Customer via an additional invoice.

9.8 Payments other than the advance payment shall have to be made within 30 days from receipt of the relevant invoice. Thereafter, a default interest in the amount of 5% p.a. is to be paid. After the payment deadline has expired, the customer is automatically in default.

9.9 Where any amounts of an invoice are subject to dispute, Customer shall pay all undisputed amounts per the payment terms. For the disputed amount, Customer shall raise a dispute with ORDERMONKEY without undue delay following receipt of the invoice giving rise to such conflict. The Parties shall try to find an amicable solution; otherwise, Section 28 applies.

10.0 Consultancy Services

10.1 ORDERMONKEY provides consultancy services on a time-spent basis. Without reference to a cost cap or fixed price, the costs stated in the Worker Order shall be deemed estimates. If desired, a cost cap or fixed price can be agreed. All cost types and rates are stated in the Work Order.

11.0 Development Services

11.1 Development Services are usually provided on a fixed price basis.
11.2 ORDERMONKEY provides project management on a time-spent basis. Without reference to a cost cap or fixed price, the costs stated in the Worker Order shall be deemed estimates.

11.3 Change requests and additional features which are not bugs, are not part of the scope and have to be requested in accordance with Section 7.0 “Change Requests”.

11.4 Additional on-site support apart from the ones specified in the Agreement will be billed on an ad-hoc basis.

11.5 If ORDERMONKEY provides Maintenance, Support or Hosting for the Application after delivery, the cost will be billed separately according to the general terms of payment, Section 9.0 “General Payment Terms.”

12.0 Payment Schedule

12.1 Unless specified otherwise in the Work Order, the following schedule must be adhered to:

• For Consultancy services, the payment schedule within the Work Order applies. If nothing is mentioned, invoicing is done on a monthly basis.
• For Application Development Services, the following table will be followed:

13.0 Payment Overdue

13.1 If payments are overdue for more than 15 days OrderMonkey will add a processing fee of flat 2% on the invoiced amount

13.2 In case of overdue of the above for more than 45 days, OrderMonkey will add an additional 10% p.a. on the total invoiced amount.

14.0 Subsidiaries and Subcontractors

14.1 ORDERMONKEY may, while rendering the Services, delegate the whole or a part of the work to a subsidiary or subcontractor of its choosing.

14.2 ORDERMONKEY shall not be required to inform the Customer prior to appointing or engaging any subcontractor or subsidiary.

14.3 However, ORDERMONKEY shall remain fully liable to the Customer for the acts of any subsidiary or subcontractor appointed or engaged by ORDERMONKEY.

14.4 ORDERMONKEY shall be required to impose appropriate contractual obligations on any subsidiary or subcontractor to ensure that all the Services are completed as per the agreed requirements and within the agreed timetable.

15.0 Confidential Information

15.1 Both Parties hereby accept and agree to treat all information provided by the other Party as confidential with the same degree of care afforded to its own Confidential Information.

15.2 Neither Party shall either during the course of this Agreement, or for a period of three (3) years thereafter (unless authorized to do so by the other party in writing), directly or indirectly (i) use for its own benefit, or the benefit of any third party or (ii), disclose or permit the disclosure or unauthorized publication of any Confidential Information.

15.3 However, neither Party shall be liable for any breach of Confidential Information if:

15.3.1 The Party can prove that such information existed in the public domain or known to it prior to this Agreement.

15.3.2 The Confidential Information was made available in the public domain due to no fault of the Parties.

15.4 Such Confidential Information was disclosed in compliance with any judgment or order of a competent court or in accordance with any law or due to an order by any governmental authority.

15.5 The Party while complying with such law, order or judgment shall notify other Party of the same and shall assist the Party in obtaining an order limiting the disclosure of the Confidential Information.

15.6 Unless specifically agreed otherwise, the information exchanged between the Parties in the course of the execution of the Agreement as well as all documents and electronic media on which such information was transmitted, shall remain the exclusive property of the Party disclosing such information.

16.0 Data Protection

16.1 If ORDERMONKEY processes personal data in the performance of a Work Order, ORDERMONKEY shall comply with the Swiss Data Protection Act (DSG) and any other applicable data protection laws, in particular the EU General Data Protection Regulation (EU GDPR).
16.2 The parties are permitted to transfer personal data received in connection with the Agreement’s performance to other Group companies in Switzerland and abroad for further processing. In the case of a transfer abroad, the data transfer must be made following the applicable data protection law.

16.3 Insofar as the agreed services include a data processing on behalf of Customer, the following clauses shall apply:

16.3.1 ORDERMONKEY shall process personal data only in compliance with the Work Order and in accordance with Customers instruction. Any other way of processing shall only be allowed upon prior written approval by Customer.

16.3.2 ORDERMONKEY shall be obliged to take economically reasonable technical and organizational measures, to ensure personal data processed during the performance of the Work Order are effectively protected against loss, damage and unauthorized and unlawful access and processing. In particular, ORDERMONKEY shall ensure compliance with all data security requirements according to Art. 32 of the EU-GDPR.

16.3.3 Insofar as ORDERMONKEY transmits personal data to a subcontractor or subsidiary located in a country without equivalent data protection level, ORDERMONKEY shall conclude the EU standards clauses with this subcontractor or use other legally permissible methods to ensure compliance.

16.3.4 The Customer grants ORDERMONKEY the general authorization to engage sub– processors with regard to data processing. In general, no authorization is required for contractual relationships with service providers that are concerned with the performance or maintenance of data processing procedures or systems by third parties or that involve other additional services, even if access to personal data cannot be excluded, as long as ORDERMONKEY takes reasonable steps to protect the confidentiality of personal data. ORDERMONKEY shall notify the Customer of any intended changes in relation to the consultation or replacement of sub- processors. Insofar as the Customer does not object within 14 days after receipt of the notification, the right to object to the corresponding engagement lapses. If the Customer objects, ORDERMONKEY – if possible – shall provide an alternative solution and if ORDERMONKEY cannot provide such an alternative, each party is entitled to terminate the Work Order.

16.3.5 ORDERMONKEY shall be obliged to implement economically reasonable technical and organizational measures to enable Customer to answer requests from data subjects for protection of their rights. This includes, in particular, the right of disclosure as well as correction, deletion and portability of data of data owners. Customer shall bear any cost caused by such requests.

16.3.6 ORDERMONKEY shall be obliged to support Customer in fulfilling its obligations to ensure data security according to Art. 32 EU-GDPR, in fulfilling its obligations to report data protection breaches according to Art. 33 und 34 EU-GDPR, and its obligations in connection with privacy impact assessments according to Art 35 and 36 EU-GDPR. ORDERMONKEY shall be obliged to inform Customers without undue delay about any breach of data protection (e.g. loss of data or unauthorized access to Customer data). Customer shall bear any cost caused by requests in connection to Art 35 and 36 EU-GDPR. 

16.3.7 Upon termination of the agreed data processing ORDERMONKEY shall be obliged, at the choosing of Customer, to either delete or return the data, provided there is no legal obligation to store or archive the respective data.

16.3.8 ORDERMONKEY shall be obliged to provide Customer upon request any information necessary to prove fulfillment of the obligations according to this clause.

16.4 Customers that are part of our customer base may receive our newsletter, Customer may object at any time and ORDERMONKEY will place the respective employee of the Customer on an Opt-out list. Customer data also includes all the employee contact information of the Customer received during the business relationship.

16.5. Further information on data protection can be found in our Privacy Policy which is available under Privacy-policy.

17.0 Intellectual Property

17.1 Each party shall retain ownership of its pre-existing intellectual property.

17.2 Customer shall grant ORDERMONKEY a royalty free, non-exclusive license to use and copy pre- existing intellectual property of Customer intellectual property to the extent necessary for the purpose of providing the Services.

17.3 The performance of a Work Order does not, in particular, include the granting of any rights or licenses to any of ORDERMONKEY’s patents, copyrights, trademarks or business secrets, to any method applied by ORDERMONKEY in the performance of a contract, or to any other property rights or IP rights to which ORDERMONKEY is entitled. In regard to ORDERMONKEY Technology Framework:

17.3.1 The Parties hereto agree and accept that any and all intellectual property  rights in or related to ORDERMONKEY’s existing Technology Framework shall be ORDERMONKEY’s sole and exclusive property or that which has been duly obtained. With every work order the customer can request an appendix list, where used Technology Framework  components are declared accordingly.

17.3.2 ORDERMONKEY hereby grants in favour of the Customer and his Affiliates a free of charge, worldwide, non-exclusive, irrevocable license to use the ORDERMONKEY Technology Framework for the purposes of doing business with the Application. The Customer shall not be permitted to sell or otherwise use the ORDERMONKEY Technology Framework or the work results in a manner that amounts to competition with ORDERMONKEY’s developmental service offerings.

17.4 Any and all intangible property rights, including, without limitation, any and all copyrights in the work results created for the Customer during the performance of a Work Order, will remain with ORDERMONKEY. ORDERMONKEY hereby grants in favor of the Customer a perpetual, royalty-free, non-exclusive, non-transferable and non-revocable license to use, copy, modify, adapt such work results for his own purposes. In the event of termination of this Agreement, the Customer may avail the entire source code as used in the Application.  In case of large-scale Applications or extensive/extra documentation requirements, ORDERMONKEY may charge the customer for the additional work.

17.5 Nothing contained herein shall grant to ORDERMONKEY any right, title or interest in any of the Application Content provided by the Customer.

17.6 In the event of any third party Intellectual Property rights used in the Application, ORDERMONKEY shall ensure that it has secured all necessary rights, licenses, consents and approvals to use such third party Intellectual Property. If paid licenses are necessary, they have to be purchased by the Customer.

17.7 Subject to Section 14.0 “Confidential Information”, neither Party shall be prevented or restricted by a Work Order or any Agreement from developing and using any techniques, ideas, concepts, information or know-how relating to methods or processes of general application that are retained in the unaided memories of the ORDERMONKEY staff or of Customers personnel.

18.0 Indemnity

18.1 The Customer shall indemnify and defend ORDERMONKEY from any and all loss, damages, claims, suits, or actions arising due to the use of Customer Intellectual Property

18.2 ORDERMONKEY shall indemnify or otherwise hold the Customer harmless from any loss, damage or claim arising due to the Application infringing upon the Intellectual Property or other proprietary rights of any third party.

18.3 ORDERMONKEY shall, at its expense, risk and without delay, defend against claims by third parties concerning breach of Intellectual Property Rights. Should a third party initiate proceedings against ORDERMONKEY, ORDERMONKEY shall without delay inform the Customer in writing. If the third party asserts claims directly against the Customer, the Customer shall promptly notify ORDERMONKEY in writing. ORDERMONKEY shall, upon first request of Customer and, to the extent possible under the relevant code of procedure, participate in the lawsuit. If possible, the Customer shall give ORDERMONKEY sole control over the defense thereof, and of any process related to reaching an out of court settlement of such claim. ORDERMONKEY shall assume any costs (including compensation for damages) incurred by the Customer in connection with any such claim. Section 18.0 “Liability” does not apply to this clause. To the extent that the Customer is responsible for the breach of the Rights, claims against ORDERMONKEY are excluded.

18.4 If, pursuant to the Intellectual Property Rights asserted, the Customer is unable to use the contractually owed Deliverables in whole or in part, ORDERMONKEY has the option of changing its Deliverables in such a way that they do not breach the Intellectual Property Rights of third parties but comply with the contractually owed Deliverables. If ORDERMONKEY fails to change the Services within a reasonable period, the Customer may withdraw from the Work Order with immediate effect, which results in a claim for repayment after deduction of the customary depreciation over the economic life-cycle.

19.0 Liability

19.1 The parties are liable to each other for any damage, loss or injury caused to the other party by breach of Agreement or tort unless they are able to prove that no fault can be attributed to them. In case of slight negligence, the liability shall be capped at the amount of the Work Order – in the case of long-term contracts, the payments of the last 12 months made by the Customer are regarded as the limit – or at CHF 100’000.00, whichever amount is lower.

19.2 Under no circumstances shall a party be liable for any loss of actual or anticipated revenues, profits, goodwill, opportunity or for any consequential, , incidental, exemplary, punitive or other indirect losses or damages, whether arising out of or related to a Work Order including those in contract, tort (including negligence) or otherwise.

19.3 The Parties do not exclude or limit any liability to the extent the same cannot be excluded or limited under applicable law.

19.4 Nothing in this paragraph is intended to limit or restrict the indemnification rights.

20.0 Force Majeure

20.1 Neither Party shall be responsible for any non-compliance or non-performance of their respective obligations under a Work Order, if such non-compliance, delay, or non-performance is  a direct result of the occurrence of a Force Majeure event.

20.2 For the purposes of this Agreement, a Force Majeure event shall mean any event, circumstances or causes beyond the reasonable control of the parties, preventing the parties from performing their obligations under this Agreement, including but not limited to any Act of God, health crises, flood, fire, electrical spikes or surges, war or riots.

20.3 In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

21.0 Acceptance of the Deliverables

21.1 The following provisions only apply for Services (e.g., software, application development and other work products) rendered under an Agreement for work and services (Werkvertrag), e.g. development services.

21.2 The Customer shall prove the deliverables (e.g., Application) in collaboration with ORDERMONKEY, and shall submit to ORDERMONKEY a written description of any defect in the deliverable that is revealed within 15 days after Inspection. If acceptance has not been carried out 30 days after delivery, the deliverables shall be deemed accepted.

21.3 The Deliverables shall be deemed to have been fully accepted insofar as they are conforming with the Work Order requirements. The parties shall document the acceptance process.

21.4 Any defect that comes to light during the acceptance process shall be classified as follows:

21.4.1 “Minor defect”: A minor defect shall mean any defect that constitutes a minor impediment to use of the Deliverables in accordance with the contractually defined purpose thereof.

21.4.2 “Major defect”: A major defect shall mean any defect that constitutes a major impediment to use of the Deliverables in accordance with the contractually defined purpose thereof.

21.4.3 “Disabling defect”: A disabling defect shall mean any defect that completely precludes use of the Deliverables in accordance with the contractually defined purpose thereof.

21.5 Insofar as any disabling defect comes to light, the Deliverables shall not be deemed to have been accepted. Minor defects as well as major defects shall be remedied in accordance with Clause 21 Warranty.

21.6 Insofar as ORDERMONKEY fails to provide the Deliverables in a contractually compliant manner within a reasonable grace period set by the Customer, the Customer shall be entitled to take any of the following actions in the Customer’s discretion: 

21.6.1 Extend the grace period or

21.6.2 Deduct the reduced value from ORDERMONKEY compensation.

21.7 Insofar as ORDERMONKEY fails to rectify a disabling defect within a reasonable second grace period set by the Customer; the Customer may choose to cancel the respective Work Order or set another grace period.

22.0 Representation and Warranties

22.1 Both parties hereby represent and warrant that all information provided by it to the other party is true, accurate and complete to the best of their knowledge and that they have all requisite rights, consents and licenses over the same.

22.2 ORDERMONKEY warrants and represents that software and other work products under a contract for work and services meet the agreed specifications. Where a defect is found, the Customer may demand that it be rectified free of charge. ORDERMONKEY must rectify the defect within a reasonable time frame and bear all costs arising from the rectification. If ORDERMONKEY does not rectify the defect or fails to rectify it on time or successfully, the Customer may make a deduction from the remuneration to reflect the reduced value.

22.3 Defects must be reported within 20 days of their discovery. The warranty expires 6 months after delivery or sign-off. Warranties are reset after defects are rectified. ORDERMONKEY’s warranty obligation shall be waived insofar as the Customers makes any changes in the Software (e.g., Source Code), the hardware, the standard interface or the architecture.

22.4 Maintenance, Support or other Services provided after the warranty has expired may be invoiced on the basis of the current hourly rates. However, the Customer may purchase Support credits or sign a Maintenance and Support Agreement with ORDERMONKEY.

23.0 Non-solicitation

During the term of this Agreement and for a period of four (4) years after the date of this Agreement or the completion of any task under this Agreement, each party agrees not to, directly or indirectly, initiate employment discussions with, hire or use in any way the services of an employee or contractor of the other Party. The parties specifically agree that a material, uncured breach of this provision will entitle the non-breaching Party to the agreed upon liquidated damages in the amount of CHF 30’000 or 30% of the annual salary of the employed person whichever is higher. This provision also applies to employees and contractors who are no longer employed by ORDERMONKEY or by the Customer but were so employed at any time during the term of this Agreement.

24.0 Notice

Any notice to be sent with regard to the GTC or a Work Order shall be sent to such Party by way of registered mail to the addresses specified in the Work Order on the first page of this agreement. Any other communication between the parties shall be sent by electronic communication (e.g., email).

25.0 Relationship Of The Parties

25.1 Nothing contained herein shall be construed as creating any relation of joint venture, simple partnership, principal-agent, employee-employer between the Parties. Each Party shall be solely responsible for all matters relating to its employees, agents, subsidiaries and subcontractors including any tax or labour requirements.

25.2 The Parties further agree not to make any false or misleading claims or representations regarding the other Party, the Application/Software or with regard to the relation between the Parties.

26.0 Severability

In the event that any provision of this Agreement is found to be unlawful or otherwise unenforceable, such provision shall be substituted with a provision that most closely reflects ORDERMONKEY’s intent while remaining lawful and enforceable.

27.0 Waiver

Any leniency or delay by either Party in taking any action against the other in any of the matters amounting to breach or violation of any of the terms shall not be considered or interpreted as a waiver of the such Party’s right to take action or demand contractual damages at a later stage.

28.0 Assignability

Neither Party may assign any of its rights or obligations under this GTC, except with the express written consent of the other Party.

29.0 Governing Law and Jurisdiction

29.1 The GTC and all Work Orders (as defined in Section 2.0 “Scope”) shall be governed by Swiss law, to the exclusion of the provisions of the Vienna Convention (United Nations Convention on Contracts for the International Sales of Goods concluded in Vienna on 11 April 1980.

29.2 The parties shall first attempt an out-of-court settlement. If a dispute cannot be settled within reasonable time each Party may start legal action at the competent state court. Exclusive place of jurisdiction shall be Zurich in Switzerland.