General Terms and Conditions

1. Validity of the Terms and Conditions

The General Terms and Conditions (GTC) are based on Swiss law. Amendments and collateral agreements are only effective if confirmed in writing by Antrova AG.
These GTC are deemed accepted by the customer upon placing an order.
If a contract is concluded and the customer also provides GTC, the mutually agreed provisions shall apply. For any conflicting terms, the provisions of Antrova AG shall prevail.
These GTC shall apply indefinitely unless amended by written agreement between the parties.
Otherwise, the relevant provisions of the Swiss Code of Obligations (OR) and other applicable Swiss laws and ordinances shall apply.
Should any provision of this contract be or become invalid, or if the contract contains a gap, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the parties from the outset. The same applies in the event of a contractual gap.

2. Services of Antrova AG

Antrova primarily provides services in the areas of innovation consulting, project management, process and product development, and data integration. Manufacturing orders, calculations, expert opinions, and other tasks may be outsourced to third parties by Antrova.

Antrova is an independent service provider and guarantees its clients objective advice. The many years of experience of our employees ensure professional competence.

We work exclusively on a contractual basis or fixed assignments and do not produce free drafts, plans, or preliminary work. We handle entire projects as well as partial tasks. All commissions are included in the fee. In addition to formal order confirmations, photos, sketches, and meeting minutes are considered integral parts of the agreements.

Antrova may use the services or deliveries provided for advertising purposes and is entitled to label them with “Antrova designed,” “Antrova powered,” “Antrova concept,” or similar expressions.

Price lists and brochures contain non-binding information and guideline prices. Telephone inquiries have no long-term validity unless explicitly made as offers.

Offers made in writing, by phone, in personal conversations, by fax, or by email are binding. If the customer requests deliveries, products, or services not included in the offer, these will be invoiced separately.

An offer is valid for 30 days unless otherwise agreed in writing. All business, economic, technical, and strategic data, concepts, know-how, drawings, software, plans, documents, and samples provided with the offer remain the property of Antrova or its suppliers. Without the consent of Antrova or the supplier, no third party may access the offer documents. In case of violation, a contractual penalty equivalent to the offered sum is due, and Antrova reserves the right to claim further compensation.

Information designated by Antrova as guideline values is derived from experience and is therefore non-binding. It serves only to estimate order of magnitude. Determining exact costs or obtaining external offers is subject to fees.

An offer is accepted when the customer declares acceptance in writing, by phone, fax, email, or in a personal conversation, or through implied conduct.

3. Deadlines

Antrova undertakes to deliver the agreed products and services to the customer at the dates specified in the order confirmation. In return, the customer agrees to accept and pay for these products and services at the predetermined time.

Deadlines will be reasonably extended if obstacles arise that are beyond Antrova’s control, such as natural disasters, mobilization, war, civil unrest, epidemics, accidents and illness, significant operational disruptions, labor disputes, delayed or defective deliveries, or governmental actions.

4. Contract Fulfillment

The scope and execution of deliveries and services are determined by the order confirmation. Antrova delivers the products and provides the services in the ordered version and specification; software is delivered in machine-readable form in the valid version at the time of delivery.

If the customer requests changes to the order confirmation, Antrova will inform them within a reasonable time whether the change is possible and what effects it would have on service provision, deadlines, and prices. Antrova is bound to a change offer for one week. Changes do not apply to products already delivered or services already rendered.

If a delivery or service is canceled for compelling reasons, any third-party costs already incurred will in any case be charged, and Antrova’s own services will be invoiced according to the work progress.

Unless a specific place of performance is agreed by the parties or is evident from the nature of the transaction, delivery is considered fulfilled upon the provision of the products at Antrova's place of business.

Unless expressly agreed otherwise, benefit and risk pass to the customer once the goods leave the sender's premises.

Unless a specific acceptance procedure is agreed upon, the customer must inspect the products themselves and report any defects in writing. If the customer fails to report defects within one week of delivery, the products and services provided shall be deemed free of defects in all functions and the delivery approved. The customer is then obligated to make payment by the agreed due date.

Unless otherwise agreed, copyright for all work remains with Antrova, including the right to make modifications. We grant our clients a temporally and geographically unrestricted right of use for all work delivered by us, provided that our services are paid for in full and on time. Copyright to the completed work may be transferred to the client through a separate financial agreement.

5. Prices and Payment Terms

Prices are specified in the offer. Unless otherwise agreed, VAT will be added.

Additional work not included in the offer will be charged at hourly rates ranging from CHF 130 to CHF 250, depending on the type of work.

The customer shall bear any transport costs as well as costs associated with inspecting the goods and services.

Project-related travel expenses by car, including travel time, will be charged at CHF 2.50 per kilometer. Expenses such as train and air travel, accommodation, meals, fax and telephone costs, printouts, material costs, etc., will be invoiced by Antrova based on actual expenditure and are to be reimbursed by the customer. Legal clarifications related to intellectual property rights, such as patent searches, are also not included. The Antrova expense policy applies. Any deviations from this require a written agreement.

The customer is obliged to make payment within 30 days of delivery of goods or completion of services. For larger deliveries or extensive services, specific advance payments (down payments) may be agreed upon.

If payment terms are not met, Antrova is entitled to:

declare all outstanding claims due immediately,
demand security for all outstanding claims, and/or
perform further deliveries only against advance payment.

If securities or payments are still not provided after a reasonable grace period, Antrova may withdraw from the contract, even if goods or services, in whole or in part, have already been delivered or rendered.

If the customer fails to meet the agreed payment terms, Antrova reserves the right to claim damages.

The customer may not offset any counterclaims against claims by Antrova.

If the customer does not comply with the payment deadlines, interest on arrears will be charged automatically from the due date, without the need for a reminder. This interest shall be four percent above the current discount rate of the Swiss National Bank.

All orders placed with third parties are made in the name and on behalf of the customer. We do not assume del credere liability, i.e., we do not pay invoices on behalf of our customers unless the customer agrees to make advance payments accordingly.

6. Warranty

Antrova undertakes to exercise due care and to deliver products and provide services in the agreed quality.
In the event of defects in the delivered goods or services, the customer may only assert legal remedies if Antrova is proven to have acted with intent or gross negligence. In any case, the customer must grant Antrova the opportunity to remedy the defect within a reasonable period and, if necessary, to supply replacement parts.

Excluded from the warranty are defects and malfunctions for which Antrova is not responsible, such as natural wear and tear, force majeure, improper handling, interventions by the customer or third parties, excessive use, unsuitable operating materials, or extreme environmental conditions. Furthermore, Antrova assumes no liability for the performance and delivery of third parties beyond proper mediation and oversight. In particular, we are not liable for irregularities explicitly reserved by third parties in their terms and conditions.

If the customer modifies the products sold to them or the services provided to them, they are liable for any resulting damage to third parties.

Antrova excludes all liability under the Product Liability Act. Liability for consequential damages resulting from defects is also excluded.

7. Duty to Inform

The customer shall inform Antrova in a timely manner of any special technical requirements as well as of legal, regulatory, and other provisions at the place of destination, insofar as they are relevant to the execution and use of the products and the provision of Antrova’s services.
Furthermore, the customer shall promptly inform Antrova of any obstacles that may jeopardize proper contractual performance or lead to impractical solutions.

Final Provisions

The place of jurisdiction is the registered office of Antrova (8260 Stein am Rhein, Switzerland).
The application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The parties shall endeavor to resolve any disputes arising from the execution of this contract amicably.

Status: April 2025