The following general terms and conditions of sale and delivery are customary in the industry; they are valid for all contracts between Genoud Entreprise d’arts graphiques SA (hereinafter “Genoud”) and third parties (hereinafter “client” or “principal”) concerning the provision of services (material or immaterial), insofar as Genoud has not accepted a written agreement to the contrary.
To the extent that one or more provisions of these general terms and conditions of sale should prove to be totally or partially invalid, the parties to this agreement shall replace the provision(s) by one or more new provisions in accordance with the legal spirit of the agreement and the economic purpose of the parties.
In any event, the customer’s general terms and conditions of sale shall not bind Genoud.
The parties agree, that all agreements or declarations of legal significance shall be valid only in written form.
Without further details, the calculated prices in the offers are based on complete data and documents, suitable for processing, as well as binding and explicit specifications regarding content, condition and dimensions.
Offers based on imprecise or incomplete documentation are only indicative.
Tenders drawn up for an indefinite period shall expire at the end of 90 days.
Unless otherwise agreed, the prices offered or confirmed are always net prices ex works, plus VAT and transport costs.
Feasibility tests, artworks, originals and photographic work will be invoiced, even if no corresponding pre-press order or printing order has been placed.
In the case of staggered orders, the additional costs for the occupation of storage space and interest on the invested capital (labour, materials) shall be covered by the customer.
If the price determination between the time of conclusion of the contract and delivery varies due to unforeseeable reasons (changes in exchange rates and prices of subcontractors), Genoud shall be entitled to adjust prices unilaterally.
(c) Terms of payment
Payment must be made within 30 days of date of the invoice without any deductions.
Upon expiry of the payment term, the customer shall be in default immediately. In this case, the customer shall be liable of 12% interest of per annum.
In the case of large orders or orders that last more than two months, Genoud shall be entitled to demand payment in advance or instalment payment.
If the order is awarded by an intermediary in the name and for the account of the customer, the intermediary shall take all necessary measures to avoid a loss to Genoud.
The customer may only assert claims and offset them against claims to Genoud if the latter has previously recognized them or if they arise from a judgment which has been rendered and is enforceable.
d) Delivery time
Agreements concerning delivery dates must be made in writing and are only valid if the deadlines set or agreed for the delivery of working documents (templates in text or image form, lithographs, manuscripts or data carriers, proof copies, etc.) are met.
The delivery of the working documents in physical or electronic form is at the risk of the customer. If the customer is late in supplying the working documents or the printing order, Genoud shall no longer be bound to the originally agreed delivery date.
If the execution of the work is delayed for reasons beyond the control of Genoud (e.g. operational disruption due to force majeure, power failures, machine breakdowns, strikes), the customer shall not be entitled to withdraw from the contract and/or to claim damages (“Warranty/Limitation of Liability”).
e) Transfer of profits and risks, time of performance
Profit and risk shall pass to the customer as soon as the goods are ready for physical and/or electronic delivery, even if, exceptionally, the delivery is made at Genoud’s expense. The obligations of the manufacturers are fulfilled with the departure or handover of the goods, e.g. to the shipping contractor or the carrier. Insurance for loss or damage of any kind shall be borne by the customer.
f) Delay in taking over
If the customer does not take possession of the goods within a reasonable period of time, even though he has been notified of the completion of the work, Genoud shall be entitled to invoice the provided services and starts to place the work in a safe place at the customer’s risk and expense.
g) Blank projects and models
Feasibility tests, drafts, originals, as well as photographic work will be invoiced even if no corresponding pre-press order or printing order is placed.
The copyrights for such documents are set in accordance with legal requirements.
Blank mock-ups made based on quotations will be invoiced and discounted in the event of an order.
h) Reproduction rights
It is the customer’s responsibility to ensure that he has the reproduction rights to all documents, models and other materials given to Genoud for reproduction and printing. Genoud declines all responsibility if this is not the case. This also applies to stored archive data and their further use.
Creative services produced by Genoud, such as project development with the scope of quotation (material research, binding), are protected by copyright law and their re-use requires Genoud’s permission for any other use.
(i) Additional costs
Any additional costs incurred by the customer or a third party commissioned by the customer that exceed the scope of the offer, in particular due to the submission of incomplete, missing or unsuitable documents for reproduction, author’s corrections, subsequent changes, etc., will be invoiced additionally at market prices without prior notice.
j) Control and verification documents
The customer is obliged to examine the inspection and verification documents submitted to him before completion of the order (proofs, proofs, copies, files and the like) and to return them with the proof within the agreed period, stating any corrections.
If it has been agreed not to examine the inspection and verification documents, or if the customer takes charge of the films, files or plates without inspection, he shall bear full responsibility for them.
Genoud shall not be liable if corrections and changes are given over the telephone.
k) Industry standard tolerances/over or under delivery
We reserve the right to make tolerances customary in the industry regarding workmanship and materials, in particular regarding cutting accuracy, reproduction accuracy, colour shades and quality of the print media (paper, cardboard, etc.). All tolerances imposed on Genoud by its suppliers shall also apply to Genoud’s customers.
A margin of up to 10 % (20 % for special material), in addition to or less than the ordered quantity, cannot be contested, unless previously agreed. Only the delivered quantity will be invoiced.
l) Notice of defects
In any case, the work delivered by Genoud must be carefully checked upon receipt. In particular, the check must also be carried out if a proof or a good for execution has been issued beforehand.
Complaints must be made within eight days of receipt of the goods, otherwise the delivery shall be deemed to be accepted and approved. Minor deviations from the original models are not enough grounds for a notice of defects. In the event of justified complaints within the deadline, Genoud undertakes to improve or replace the goods.
m) Warranty/Limitation of Liability
Genoud guarantees that the delivered products have the intended and/or certified qualities.
The liability of Genoud is limited to errors resulting from wilful misconduct. Any liability going beyond this for subsequent damage, direct or indirect, arising from defects in the goods shall be excluded. In any case, Genoud’s liability is limited to the value of the order, subject to the binding provisions of the product liability Act of 18.6.1993 (LRFP).
Genoud declines all liability for errors and gaps in the delivered data.
Genoud accepts no liability for errors and gaps in the delivered files and for loss of data in files delivered for further processing.
The customer releases Genoud from any liability against third parties (e.g. due to the content of the files) and undertakes to indemnify Genoud against any damages (including legal and court costs).
n) Material supplied by the customer
Any material supplied by the customer which must have a property required for the execution of his order must be delivered free domicile to the Genoud.
The customer shall be solely liable for direct and indirect damages as well as for consequential damages resulting from unsuitable material (quality, quantity). This also includes the storage of the material at the customer’s expense and risk.
o) Storage of documents and work files
Unless otherwise agreed, Genoud is not obliged to keep the working documents (files, negatives, colour and lithograph prints, films, typesetting and tools) after termination of the order.
Any storage must be agreed separately in writing and is carried out against invoice. Customer bares all risks associated with compatibility with new working techniques.
In regard with the data, required to produce the final product, Genoud shall offer the customer in writing, before deleting the data, either free data transfer or data storage charging a fee.
p) Conditions of use for Genoud’s database
This provision regulates the electronic retrieval of information by the customer from the database designated for this purpose by Genoud. The aim of Genoud is to make its services available to its customers in this way in a simpler and more globally accessible manner.
The databases or individual data shall be made available in the state in which they are stored at Genoud.
In any event, the liability of Genoud shall be limited to cases of intent or gross negligence. Genoud shall not be liable for the accuracy, completeness and scope of the databases queried or the individual data items that are isolated by extension for damage caused by the latter (e.g. due to computer viruses).
q) Applicable law, place of performance and place of jurisdiction
This contract with all rights and duties arising here from are subject to Swiss law, excluding the Vienna Convention (CISG).
The place of performance and exclusive place of jurisdiction for both parties shall be the registered office of Genoud.
The company has the following certifications: PSO (Standardised Offset Process), PDFX-ready, FSC-COC, Climate Neutral Printing, Imprim’vert. They are renewed and completed regularly.