General terms and conditions of sale and delivery

The following general terms and conditions of business are customary in the industry and apply to all contracts between Genoud Entreprise d’Arts graphiques SA (hereinafter referred to as “contractor”) and third parties (hereinafter referred to as “client” or “customer”) for the provision of services (tangible or intan­gible) insofar as the contractor has not agreed to any written agreement to the contrary.

Insofar as one or more provisions of these general terms and conditions of business should prove to be wholly or partly invalid, the parties to this agreement shall replace the provision(s) with a new provision(s) that is (are) in keeping with the legal spirit of the agreement and the economic purpose of the parties.

In any event, the general terms and conditions of the client shall not be binding on the contractor.

All legally relevant agreements or declarations of the parties shall only be valid in written form.

Offers

Unless otherwise stated, the prices calculated in the quotations 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 inaccurate or incomplete documents are only indicative.

Offers made for an indefinite period of time shall expire after 90 days.

In the interest of the contractor, all offers and order confirmations shall be made in writing.

Printing contract

The contractor undertakes to carry out the order, the content, layout, price and ancillary costs of which have been agreed in advance with the client. Unless otherwise agreed, the contract­or shall not be obliged to return data and their carriers, tools and other means of production.

Prices

Unless otherwise agreed, the prices offered or confirmed are always net prices ex works, plus VAT and transport costs.

Feasibility tests, mock-ups, originals and photographic work will be invoiced, even if no corresponding pre-press or printing order is placed.

Insofar as the price determination varies between the time of conclusion of the contract and delivery due to unforeseeable reasons (in particular exchange rate fluctuations, prices of subcontract­ors, a possible increase in raw material costs or a wage increase resulting from the application of the collective labour agreement), the contractor is entitled to adjust the prices unilaterally.

Order for a third party

Any natural person or representative of a legal entity who requests the execution of a printing contract on behalf of another person or with the aim of invoicing the contractor’s service to a third party shall be deemed to be the debtor if no valid agency relationship is expressly specified.

Terms of payment

Payment shall be made within 30 days of the date of the invoice (unless otherwise agreed), without any deductions. The delivered goods remain the property of the contractor until full payment of the invoice.

As soon as the payment deadline has expired, the client shall be in default immediately. In this case, the customer shall owe interest of 12% per annum.

In the case of orders requiring the immobilisation of funds, either for raw materials or subcontracting, or for the execution of work exceeding a period of 2 months, the contractor shall be entitled to demand payment in advance or in instalments.

If the order is awarded by an intermediary in the name and on behalf of the client, the intermediary must take all necessary measures to avoid a loss to the contractor.

The client may only assert claims and set them off against claims of the contractor if the contractor has previously recognised them or if they are based on a judgement that has been passed and is enforceable.

Paper, cardboard and other supplies purchased at the request of the client that have not been used within 3 months will be invoiced by the contractor, together with the costs arising therefrom.

Time of delivery

Agreements concerning delivery deadlines must be made in writing and are only valid if the deadlines stipulated or agreed for the delivery of working documents (templates in text or image form, manuscripts or data carriers, proofs, etc.) are met.

The delivery of working documents in physical or electronic form shall be at the risk of the client. If the client is late in providing the working documents or the printing order, the contractor shall no longer be bound by the originally agreed delivery time.

If the execution of the work is delayed for reasons beyond the control of the contractor (e.g. operational disruptions due to force majeure, power failures, machine breakdowns, strikes), the client shall not be entitled to withdraw from the contract and/or to claim damages (“guarantee/limitation of liability”).

Transfer of profit and risk, time of performance

The benefit and risk shall pass to the customer as soon as the goods are ready for physical and/or electronic delivery, even if, in exceptional cases, the delivery is made at the expense of the contractor. The manufacturer’s obligations are fulfilled with the departure or handover of the goods, e.g. to the haulage contract­or or the carrier. Insurance for loss or damage of any kind shall be borne by the customer.

Delay in acceptance

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, the contractor is entitled to charge for the services he has provided and undertakes to store the work at the customer’s risk and expense.

Reproduction rights/Copyright

It is the responsibility of the client to ensure that he has the reproduction rights to all documents, models and the like handed over to the contractor for reproduction and printing. The contract­or accepts no liability if this is not the case. This also applies to stored archive data and their further use.

Creative services, such as project development within the framework of the quotation (material research, binding), produced by the contractor are protected by copyright law and may only be used for other purposes with the contractor’s permission.

Ownership of data and copyright of the client

The client’s possible rights to the electronic data and copyright are preserved.

Unless otherwise agreed, the contractor is not obliged to save, archive or hand over the data made available to him.

Reproduction and processing equipment

The reproduction material produced by a company (photographs, data carriers, films, electronic data, compositions, montages, printing plates, etc.) as well as the processing material (cutting dies, embossing plates, etc.) remain the property of the contractor.

Additional costs

Any additional costs incurred by the client or a third party commissioned by the client 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 without prior notice at market prices.

Blank projects and mock-ups

Feasibility tests, drafts, originals, as well as photographic work will be invoiced even if no corresponding pre-press or printing order is placed.

The copyright on such documents is determined in accordance with the legal regulations.

Blank mock-ups produced on the basis of quotations will be invoiced and discounted if an order is placed.

Author’s corrections

Author’s corrections (subsequent changes to text, illustrations, layout, etc.) are not included in the offer prices. They are invoiced separately according to the time required for their execution.

Control and verification documents

The customer is obliged to examine the control and verification documents (proofs, copies, files, etc.) submitted to him before completion of the order and to return them with the press proof within the agreed deadline, indicating any corrections.

If it has been agreed not to examine the control and verification documents, the client shall bear full responsibility for this.

The contractor shall not be liable if corrections and amendments are made by telephone.

Languages and idioms used

The contractor cannot be held responsible for the language, grammar and syntax of the documents supplied by the client.

Industry standard tolerances / Over/under delivery

The tolerances customary in the industry with regard to workmanship and materials, in particular with regard to cutting accuracy, colour fidelity and the quality of the printing materials (paper, cardboard, etc.), remain reserved. All tolerances imposed on the contractor by his suppliers are also applicable to the contractor’s customers.

A margin of up to 10%, 20% for special material, over or under the quantity ordered, cannot be disputed, unless agreed in advance. Only the quantity actually delivered will be invoiced.

Delivery on call

The additional costs for the use of storage space and the interest on the invested capital (labour, materials) shall be borne by the customer.

Delivery, packaging

Packing and shipping costs are not included in the price (unless otherwise stated in the offer under “delivery and packing”). The costs will be charged to the customer according to the costs.

Pallets, frames and crates will be replaced or charged at the purchase price if they are not returned free of charge and in good condition within 4 weeks of receipt of the goods.

Notice of defects

In all cases, the work delivered by the contractor must be carefully inspected upon receipt. In particular, the inspection must also be carried out if an OK to print or a work order has been issued beforehand.

Complaints must be made within 8 days after receipt of the goods, otherwise the delivery is considered to be accepted and approved. Minor deviations from the original models are not sufficient grounds for a notice of defects. In the event of justified complaints within the time limit, the contractor undertakes to improve or replace the goods.

Warranty/Limitation of liability

The contractor guarantees that the products delivered have the intended and/or certified qualities.

The contractor’s liability is limited to errors resulting from intentional fault. Any further liability for direct or indirect consequential damage resulting from defects in the goods is excluded. In any event, the contractor’s liability is limited to the value of the order, subject to the binding provisions of the Product Liability Act of 18.6.1993 (PLA).

The contractor accepts no liability for errors and omissions in the data supplied.

The contractor shall not be liable for errors and deficiencies in the delivered files or for loss of data in delivered files that are to be further processed.

The client releases the contractor from any liability against third parties (e.g. due to the content of the files) and undertakes to save the contractor from any damage (including legal and court costs).

Material supplied by the client

All material supplied by the client that is required to be of a property required for the execution of his order must be delivered free of charge to the contractor.

The client is solely responsible for direct and indirect damage as well as for consequential damage resulting from unsuitable mater­ial (quality, quantity). This also includes the storage of the material at the expense and risk of the client.

Electronic data and data transfer

The contractor shall not be liable for data submitted by the client or his authorised representative that contain errors or are incomplete. The contractor is also not liable for quality defects in the printed product that result from data delivered that cannot be evaluated or used according to standard methods.

Furthermore, the contractor shall not be liable for the loss of data in files delivered to him for processing. His liability is limited to errors committed by him as a result of gross negligence.

Control and examination documents

The client is obliged to carefully check the control and examin­ation documents (proofs, copies, data, etc.). He shall report any errors to the contractor and return them together with the proofs within the agreed period.

The contractor is not responsible for errors not reported by the client. Corrections and changes requested by telephone must be confirmed by the client within 24 hours in writing, otherwise the contractor is not liable.

If it is agreed not to submit test and inspection documents or if the client requests the data carriers directly without such test documents, the client shall bear the entire risk. The contractor’s liability is limited to serious errors.

Storage and warehousing of documents and work files

Unless otherwise agreed, the contractor is not obliged to store working documents (files, texts, images and tools).

The final prepress data, saved to ensure the technical execution of the order, shall be deleted 30 days after the date of invoicing of the work.

Any other storage must be agreed separately in writing and shall be carried out against invoice at the customer’s risk, subject to the risks associated with compatibility with new working techniques.

In the case of data required for the preparation of the final product, the contractor shall, before deleting the data, offer the client in writing either the return of the data free of charge or the storage of the data against payment.

Files and documents (originals, photographs, paintings, etc.) handed over to the contractor shall be treated with the usual care. Unless otherwise agreed in writing, all other risks shall be borne by the client.

Conditions of use for the contractor’s database

This provision regulates the electronic retrieval of information by the client from the database designated for this purpose by the contractor. The contractor’s aim is to make his services avail­able to his customers in a simple and globally accessible manner.

The prerequisite for access to this database is that the client authorises his registration for this service. Access codes may not be passed on to third parties.

The use of the data made available by the contractor is prohibited if it is contrary to the above-mentioned purposes of data dissemination. The client is obliged to oblige third parties to whom he allows access to the entire database or parts thereof to comply with these conditions of use.

The contractor reserves the right to change, limit or block access to the database or to specific data at any time and without being obliged to state the reason. Furthermore, it is entitled to change these terms of use at any time and without being obliged to state the reason. The contractor shall inform the user in advance of any significant changes.

In the event of a breach of these terms of use, the contractor is entitled to block access to the database immediately and for an indefinite period. The contractor reserves the right to take further legal action in such cases.

The databases or individual data are made available in the state in which they are stored by the contractor.

In any case, the contractor’s liability is limited to cases of intent or gross negligence. In particular, the contractor shall not be liable for the accuracy, completeness and scope of the queried databases or individual data sets, nor for damage caused by them (e.g. due to computer viruses).

Applicable law, place of performance and jurisdiction

This contract, including all rights and obligations arising from it, is subject to Swiss law, excluding the Vienna Convention (CISG).

The place of performance and exclusive place of jurisdiction for both parties is the registered office of the contractor.

Certifications

The company holds the following certifications: PSO (Process Standard Offset), PDFX-ready, FSC-COC, Climate Neutral Printing, Imprim’vert. These are renewed and completed regularly.

Recognition

Any client order implies that the customer acknowledges these general terms and conditions of sale.