General Terms and Conditions of Business
I. Scope of Application
Except as may be agreed otherwise between the party placing the order (Customer) and the party executing the order (PRO-TENT AG), the performance of orders shall be governed by the terms and conditions set forth below. Any such exceptions or deviations shall only be valid if agreed in writing.
II. Prices and Costs
- The prices offered by PRO-TENT AG are quoted exclusive of value added tax. This will be charged additionally on delivery and is likewise payable by the Customer.
- The agreed prices are quoted ex our distribution centre in Switzerland and are exclusive of packing, freight, postage, insurance and other costs of shipping. These will be invoiced additionally.
- Sketches, drafts, specimen type matter, specimen prints, samples or other such like preparatory work done at the Customer’s request will be invoiced and must be reimbursed even if no order is ultimately placed.
- Subsequent changes made at the Customer’s request will be additionally invoiced to the Customer.
III. Payment Terms and Consequences of Late Payment
- Payment for the performance of printing work and other third-party costs is due on placement of the order.
- In the case of orders involving large material quantities, special materials or preliminary work, PRO-TENT AG is entitled to demand a corresponding prepayment from the Customer.
- Otherwise, the agreed prices are due and payable net within 30 days from invoicing.
- The Customer shall be deemed to be in arrears with payment on expiry of the time allowed for payment without any need for a reminder or other notice to that effect. From the time of payment becoming past due, the amount owed shall be subject to interest on arrears at a rate of 5% per annum. PRO-TENT AG reserves the right to claim for further loss or damage caused by late payment
- If fulfilment of the claim to payment is endangered through a deterioration in the Customer’s financial circumstances which occurs or comes to light only after conclusion of the contract, PRO-TENT AG has the right to demand payment in advance as well as immediate settlement of all outstanding but not yet due invoices, to withhold goods which have not yet been delivered and to discontinue work on any other orders.
- If PRO-TENT AG agrees to perform delivery and the consignment sustains damage during shipment, PRO-TENT AG may be held liable on grounds of wilful intent or gross negligence only.
- Delivery dates or deadlines shall only be deemed binding if they have been agreed in writing. Dates or deadlines apply ex our distribution centre in Switzerland.
- In the case of any delay on the part of PRO-TENT AG, the Customer shall allow the latter a reasonable period of additional time for performance. Only when such additional time has elapsed without performance having been effected is the Customer entitled to repudiate the contract. The Customer may claim compensation or damages only up to the value of the order concerned.
- Disruptions to business operations whether at the place of business of PRO-TENT AG itself or of any of its suppliers shall not entitle the Customer to dissolve the contractual relationship.
- The delivered goods shall remain the property of PRO-TENT AG until payment for them has been made in full. PRO-TENT AG shall have the right to have a corresponding reservation of title recorded at its own expense in the registers available for this purpose.
- PRO-TENT AG shall have a right of retention to all items supplied by the Customer until settlement in full of all due demands of the former.
- The Customer has a duty to check the delivered goods as well as intermediate items submitted for correction without delay and to notify PRO-TENT AG of any causes for complaint in writing immediately. Should the Customer fail to perform these duties, his rights on account of defects shall be deemed forfeit.
- The risk of errors shall pass to the Customer on issue of the declaration of readiness for printing (“Good for press”).
- In the case of justified complaints, the Customer has a choice between remediation of the defective goods and the supply of replacements. Further-going claims of the Customer are barred.
- Defects affecting some of the delivered goods shall not entitle the Customer to reject the delivery as a whole or give the Customer the right to withhold the whole or part of the price.
- Minor deviations from the original in any printing process shall not be deemed as constituting a defect.
- In the case of any deviations in the nature or quality of the material used, PRO-TENT AG may only be held liable for an amount up to the value of its own claims against the supplier. PRO-TENT AG shall in any such case be deemed released from its liability if it assigns its claims against the supplier to the Customer.
VI. Preservation and Insurance
- Artwork and print carriers will only be preserved beyond the delivery date by prior written agreement and in return for special payment, and PRO-TENT AG may only be held liable on grounds of wilful intent or gross negligence.
- In the case of any damage to items supplied by the Customer to PRO-TENT AG, the latter may only be held liable on grounds of wilful intent or gross negligence.
- The Customer must himself take care of insuring items supplied by him to PRO-TENT AG.
- Films and artwork for repeat orders will only be preserved by PRO-TENT AG at the Customer’s express request. The duty to preserve shall cease if no further orders are received from the Customer within two years from the last previous order. In any such case, PRO-TENT AG shall have the right to dispose of the said items and in particular to destroy them.
VII. Title and Copyright
- Operating items used by PRO-TENT AG for production of the contractually agreed products, such as films, lithographs, drafts and final artwork, shall, even if additionally invoiced, remain the property of PRO-TENT AG and will not be supplied to the Customer.
- Liability shall lie solely with the Customer if performance of his order should result in the violation of rights of third parties, and in particular their intellectual property rights. The Customer shall have a duty to indemnify PRO-TENT AG and hold it harmless if any claims should be asserted against it by third parties on account of such violations.
VIII. Legal Venue and Applicable Law
- Jurisdiction for the settlement of all and any legal disputes between the Customer and PRO-TENT AG shall lie exclusively with the courts of law having competence for PRO-TENT AG’s registered place of business.
- The contractual relationship between the Customer and PRO-TENT AG shall be governed exclusively by Swiss law.