1. Scope
   These General Terms and Conditions ("GTC") form an integral part of the contract between the graphic arts company ("CONTRACTOR") and the customer ("CUSTOMER") once they have been brought to the CUSTOMER's attention during the business relationship between the parties. The CUSTOMER confirms that they are in possession of the CONTRACTOR's GTC. Any conflicting terms and conditions of the CUSTOMER are only valid if they have been expressly accepted by the CONTRACTOR in writing. Declarations in text form transmitted by electronic means are equivalent to written form.
2. Offers
   Offers that do not include an acceptance period are binding for 60 days.
3. Electronic transmission of data
   The customer can submit the data electronically to the supplier. The supplier is not liable for the sending, transmission, or receipt of the data, nor for any resulting damages. If an order is automatically deleted by the supplier's IT system (e.g., by a spam filter), the customer will not be notified. The supplier may take the electronic ordering system offline for justified reasons without notifying the customer (e.g., in case of suspected viruses, unauthorized access, etc.).
4. Order confirmation and contract
   The contract is concluded upon receipt by the CONTRACTOR of the offer countersigned by the CUSTOMER or the electronic offer confirmation or the countersigned or electronic order confirmation.
5. Contract / subsequent changes
   The CONTRACTOR's work ("WORK") is conclusively listed in the order confirmation (including attachments), subject to these General Terms and Conditions. Subsequent additional orders or changes to the order by the CUSTOMER require written or electronic confirmation from the CONTRACTOR ("CHANGE CONFIRMATION") to be binding. Unless the CUSTOMER objects in writing within 8 days of delivery, the CHANGE CONFIRMATION is deemed unconditionally approved.
6. Prices
   All prices are net, including packaging, excluding pallets and transport containers, in Swiss francs or in another currency chosen by the parties at the current exchange rate (UBS AG), without any deductions. Unless otherwise agreed, the price includes delivery to a location in Switzerland. Prices are subject to any increases in material costs or collectively agreed wage increases that occur between the offer date and completion of the work. The buyer is obligated to fully cover any such additional costs (i.e., material costs, labor, etc.) in addition to the originally agreed price. The price adjustment resulting from such changes does not entitle the buyer to withdraw from the contract.
7. Additional costs
   Additional expenses incurred by the CLIENT after conclusion of the contract (such as additional waiting times, template and manuscript cleaning or revision, additional processing of data carriers or text/image data, sample copies for customers, as well as in the case of defective, missing or unsuitable documents for reproduction, etc.) and author's corrections (subsequent text changes, image rearrangements, changes in layout and the like) are not included in the offered prices and will be invoiced separately after prior notification without confirmation of changes.
8. Invoicing
   The customer must check invoices immediately upon receipt. The invoice amount is considered accepted if the customer does not object to it in writing, stating the reasons, within 8 days of receipt of the invoice. The supplier will review the objection and adjust the invoice if they deem the objection justified.
9. Payment terms
   Payment of the invoice amount is due within 30 days (value date in the CONTRACTOR'S account) of the invoice date without any deductions. In the event of registration of a retention of title in the retention of title register, the delivered goods remain the property of the CONTRACTOR until receipt of the invoice amount, including the registration costs. The CONTRACTOR may demand payment guarantees and/or advance payments before and after conclusion of the contract. After expiry of the respective payment deadline, the CUSTOMER is in default without further notice and owes the CONTRACTOR default interest of 5% (Art. 104 para. 1 Swiss Code of Obligations). The CUSTOMER may not offset claims against the CONTRACTOR with any counterclaims (prohibition of set-off).
10. Delivery times
    Firmly agreed delivery dates are only valid if the data and materials required for the creation of the WORK (image and text templates, manuscripts or data, print approval, graphic products, raw materials, production approval, etc.) ("DATA" and "MATERIALS") arrive at the CONTRACTOR'S premises by the agreed date. Agreed delivery periods begin upon conclusion of the contract (see clause 5) AND receipt of the DATA and MATERIALS by the CONTRACTOR and end upon completion of the WORK. If the print approval or production approval is not granted within the stipulated period, the CONTRACTOR is no longer bound by the agreed delivery period. In print media processing, production approval corresponds to the binding authorization. The CONTRACTOR may perform preparatory work (cutting, folding, pre-gluing, collating, etc.) for a fee, regardless of the goods to be processed. Delays in delivery or failure to meet delivery deadlines for which the CONTRACTOR is not at fault (e.g., operational disruptions caused by work stoppages or strikes, lockouts, power outages, lack of raw materials, delayed material deliveries, and all cases of force majeure) do not entitle the CUSTOMER to withdraw from the contract or to hold the CONTRACTOR liable for any resulting damages.
11. Place of performance
    The place of performance for both parties is the location designated by the CUSTOMER for delivery.
12. Benefits and risks
    Benefit and risk of the work pass to the buyer upon delivery to the buyer at the place of performance, irrespective of any defects in the work.
13. Delivered data and items
    The data and materials supplied by the CUSTOMER for the creation of the WORK remain the property of the CUSTOMER. Unusable leftover sheets, pallets, and packaging materials belonging to the CUSTOMER will be disposed of at the CUSTOMER's expense. If the CUSTOMER supplies material for further processing, they must inform the CONTRACTOR, without being asked, of all technical specifications and any prior pretreatments of the material. The CONTRACTOR has no obligation to inspect material supplied by the CUSTOMER. The CUSTOMER is liable to the CONTRACTOR for damages resulting from material defects and/or inaccurate information. The CONTRACTOR is not liable for the accidental loss of data and materials provided by the CUSTOMER.
    The work materials (photographs, data, typesetting, layouts, printing plates, sketches, samples, etc.) ("WORK MATERIALS") and tools (die-cutting forms, embossing plates, etc.) ("TOOLS") created by the CONTRACTOR remain the property of the CONTRACTOR. The CONTRACTOR is under no obligation to release WORK MATERIALS and TOOLS, regardless of the costs incurred in their creation. Disclosure of the CONTRACTOR'S WORK MATERIALS to third parties, as well as the making or distribution of copies, is prohibited. For each violation, the CLIENT shall owe a contractual penalty of CHF 3,000.00 plus damages amounting to 15% of the quoted price. If no quote was submitted, the contractual penalty shall be CHF 3,000.00 plus compensation for the services (materials and labor) already provided by the CONTRACTOR.
14. Industry-standard tolerances
    Industry-standard deviations in execution and materials, in particular cutting accuracy, fidelity of reproduction, tonal value, and quality of the printing substrates (paper, cardboard, etc.), are reserved (e.g., ISO standards and viscom tolerances as per the attached documents, available at www.viscom.ch). Insofar as the CONTRACTOR is subject to tolerances imposed by suppliers, these shall automatically apply to the CUSTOMER.
15. Over- or under-delivery
    Over- or under-deliveries of up to 10% of the ordered quantity – or up to 20% for custom-made materials – cannot be rejected. Subject to any agreed-upon flat fee, the quantity actually delivered will be invoiced.
16. Orders on demand
    The additional costs incurred for the use of the warehouse and the interest on the capital tied up in the order (labor, materials) for orders placed on demand shall be borne by the CUSTOMER.
17. Deliveries, packaging
    Pallets and transport containers will be exchanged or invoiced at cost if they are not returned to the carrier in good condition and carriage paid within four weeks of receipt of the shipment. The performance-related heavy vehicle fee (LSVA), a tax component, will be shown separately on the invoice as a surcharge on deliveries.
18. Notice of defects
    The goods produced by the contractor must be inspected upon delivery to the place of performance. Any complaints regarding quality and quantity must be made by the contractor no later than 8 days after delivery; otherwise, the delivery is deemed accepted and any rights relating to defects are forfeited.
19. Warranty rights
    The CONTRACTOR may, at their sole discretion, remedy the defect in whole or in part by repair and/or replacement with defect-free goods of the same type, by rescission of the contract, or by price reduction. Further claims by the CUSTOMER are excluded.
20. Storage, archiving
    The temporary storage of WORK DOCUMENTS, especially semi-finished and finished goods, is subject to a fee. The CONTRACTOR is not obligated to archive delivered DATA and GOODS, WORK DOCUMENTS, and TOOLS. If the archiving of delivered DATA and GOODS, WORK DOCUMENTS, and TOOLS is specifically agreed upon in the contract, the archiving is carried out at the CUSTOMER'S risk.
21. Third-party rights
    Upon conclusion of the contract, the CLIENT confirms that they possess all necessary reproduction rights, distribution rights, trademark rights, etc., for copyrighted WORKS (image and text templates, samples, etc.). This also applies to stored archive data and its reuse. The CLIENT is liable for the protection of personal rights that may be affected by the WORK. The CLIENT undertakes to defend the CONTRACTOR against any and all claims for infringement of third-party rights (copyrights, trademark rights, personal rights, patent rights, trade secrets, etc.) insofar as these are asserted in connection with the creation of the WORK. The CLIENT will reimburse the CONTRACTOR for damages as well as all other costs, expenses, or outlays incurred by the CONTRACTOR in defending against these claims.
22. Limitations of liability
    The CONTRACTOR specifically disclaims all liability regarding language, grammar, syntax, content errors, incompleteness, and legal infringements as per clause 21 above in the DATA and MATERIALS provided to the CONTRACTOR. Likewise, all liability is excluded if supplied DATA cannot be processed or used in a standard manner and this results in qualitative defects in the WORK. The CONTRACTOR assumes no liability for data loss of supplied FILES that are to be further processed. The CLIENT is obligated to check the control and inspection documents (press proofs, proofs, production samples, packaging, copies, files, etc.) provided before final production of the order for errors and to return them, signed by hand, with approval for printing or production and any necessary correction instructions, within the agreed timeframe. The CONTRACTOR is not liable for errors overlooked by the CLIENT. Corrections and changes communicated by telephone must be confirmed in writing by the CUSTOMER within 24 hours; otherwise, they will have no legal effect. If the CUSTOMER waives the submission of control and test documents, they bear the risk. Furthermore, the CUSTOMER may only assert claims for damages in cases of intent or gross negligence on the part of the CONTRACTOR. The CONTRACTOR completely excludes both contractual and non-contractual liability for the conduct of their agents. The CUSTOMER may not assert any claims against the CONTRACTOR for indirect or consequential damages.
23. Jurisdiction
    For the adjudication of all disputes arising from the relationship between CUSTOMER and CONTRACTOR, the ordinary courts at the CONTRACTOR's place of business shall have jurisdiction; Swiss law shall apply, excluding the conflict of laws provisions of the Swiss Act on Private International Law (IPRG) and the Vienna Sales Convention (CISG).

April 2020 issue