1. Scope
1.1 These General Terms and Conditions apply to all services and deliveries of Mexpando (hereinafter referred to as "Mexpando") with its registered office in Guadalajara. Amendments and supplements must be made in a written form.
1.2 In the event of contradictory provisions, the following order of precedence shall apply: 1. individual contract, 2. General Terms and Conditions. The terms and conditions of the customer are excluded.
2. Service delivery
2.1 The services and products announced by Mexpando in documentations, on the website, etc., in particular the prices and technical data listed therein, are non-binding.
2.2 Unless otherwise noted or agreed, written offers from Mexpando are binding for 10 working days from the date of the offer.
2.3 The placing of an order is only accepted in written form.
2.4 By placing an order, Mexpando assumes liability to provide services or delivery and the customer assumes liability to accept and pay for the contracted services.
2.5 The customers commit themselves to cooperating in the following manner:
- Appoint a single point of contact to coordinate all customer clarifications and activities
- Provide all necessary information for the completion of the order
- Provision of employees to achieve defined goals
- Provision of the necessary communication infrastructure
2.6 If the customer violates his obligations to cooperate, he must bear all resulting damages such as additional expenses that may result from customer delays.
2.7 If the customer withdraws from the agreed services or does not accept them, Mexpando is entitled to invoice the agreed fee in full. Expenses that Mexpando can save or otherwise use due to non-performance will not be charged.
2.8 Unless otherwise agreed, Mexpando can use qualified subcontractors to execute the order, whereby Mexpando always remains directly obliged to the customer.
3. Prices and terms of payment
3.1 Unless otherwise agreed, the prices are quoted in Swiss francs without added tax.
3.2 Additional expenses that are not part of the contract are to be compensated by the customer.
3.3 Travel time is invoiced as working time. Travel expenses of Mexpando are to be compensated additionally.
3.4 Unless otherwise agreed, payment shall be made on the following basis:
- monthly statements
- Final invoice after project completion
Mexpando will issue its invoice at the respective time plus the applicable statutory value-added tax, payable within 30 days net.
3.5 Mexpando serves the right to demand a down payment of up-to-half of the total price upon execution of the contract.
4. Default in payment by the customer
4.1 If the customer is in arrears with the payment of an invoice from Mexpando, Mexpando can claim dunning charges of 5% p.a..
4.2 If the customer is more than one month in arrears with payment, Mexpando is entitled to terminate the project after prior warning. This also applies in the event of insolvency.
4.3 If the customer postpones or cancels agreed delivery dates 10 working days in advance or more, no compensation shall be due. If the lead time is between 6 and 9 working days, Mexpando is entitled to charge compensation amounting to 50% of the agreed pro rata fee. If the advance payment is five days or less, compensation in the amount of 100% of the proportionate fee is due.
5. Notice of defects and damages
5.1 The liability of Mexpando is excluded to the extent permitted by law.
5.2 Mexpando does not accept any liability for late delivery of services or for the interpretation of consulting services and their commercial consequences. Liability for damages or consequential damages (in particular for loss of profit) is excluded by Mexpando to the extent legally permitted.
5.3 The legally permissible exclusion of liability also applies to the personal liability of Mexpando employees and subcontractors.
5.4 Mexpando will only repair the defective contractual services free of charge. However, the cost of the replacement service may under no circumstances exceed the current value of the entire original contractual service.
5.5 In order to assert a claim to free rework, the customer must report the defects within 10 working days in writing. If the customer fails to report the defects within 10 days of receipt of the delivery, the services shall be deemed to be completely free of defects and the delivery shall be deemed to have been approved.
5.6 Any guarantees or warranty rights granted by third parties are assigned by Mexpando to the customer in individual cases. In this case, Mexpando will inform the customer of the warranty conditions of the third party.
6. Privacy
6.1 All documents, which are passed on to the customer by Mexpando within the scope of the aforementioned contract, serve exclusively to achieve the project objective and can only be used and reproduced in-house within this framework. Any transfer to third parties during and after the duration of the contract is only possible with the written consent of Mexpando.
6.2 Mexpando undertakes to treat confidentially all internal company information that becomes known in the course of the consultation. This obligation shall continue after termination of the contractual relationship.
7. Non-solicitation clause
7.1 Mexpando GmbH and the customer agree not to entice away any employees involved in the project during the project and 12 months thereafter.
7.2 The non-solicitation clause shall not apply if the parties mutually agree, based on a written agreement, on non-solicitation.
8. Copyrights
8.1 Mexpando retains all copyrights to the services, concepts, documents, evaluations, presentations, etc. provided by Mexpando.
8.2 The customer may only use the concepts, documents, evaluations, representations etc. created by Mexpando for the purpose for which they were intended in the contract.
9. Term of contract
9.1 A contract is based on a one-time performance and ends after its proper fulfilment.
9.2 Continuing obligations (e.g. provision of ongoing services) end with the agreed expiry of the contract or its termination. Notices of termination must be given in written form.
9.3 Unless otherwise agreed in the individual contract, the contracts may be terminated by notice of three months to the end of a month.
9.4 An extraordinary termination without notice by the parties for an important reason (substantial additional expenditure for the fulfilment of the order, gross negligence, illegality or insolvency) remains reserved. Current expenses will be reimbursed up to the time of termination.
10. Data Protection
10.1 The parties acknowledge that personal data relating to the parties, their employees and third parties commissioned by them and made available to the parties within the framework of the contract may be subject to federal or cantonal data protection regulations. The parties shall take the necessary organisational and technical measures to ensure data protection.
10.2 The customer agrees that such data may be used within the scope of the contractual relationship and may also be disclosed to third parties in Switzerland or abroad for this purpose.
10.3 Mexpando offers the customer delivery of confidential documents to a dedicated server located in Switzerland. When confirming the offer, the customer must state in writing that Mexpando will receive, store and process confidential documents in the a server located in Switzerland. If the customer decides not to specify preferences regarding document delivery, Mexpando has the right to store and process documents in cloud based applications.
11. Final provisions and place of jurisdiction
11.1 If written form is required between Mexpando and the customer, any form of written notification shall be demed acceptable, such as but not limited to e-mail or a letterhead document.
11.2 Should individual conditions be invalid, the legal validity of the contract shall not be affected. In this case, the invalid provision shall be replaced by a valid and enforceable provision which corresponds as closely as possible to the economic and moral provisions.
The place of jurisdiction is the registered office of Mexpando.
Guadalajara, July 14, 2022
