Art. 1 Scope of application
These terms and conditions (“T&Cs”) shall form an integral part of the contract between the Printer and the Customer if they have been brought to the Customer’s attention during the course of the business relationship between the parties. The Customer acknowledges that they are in possession of the Printer’s terms and conditions. Any other conditions of the Customer shall only be valid if expressly accepted in writing by the Printer. Declarations in text form which are transmitted by electronic means are deemed to be equivalent to written form. The individual agreements in the contract between the Customer and the Printer shall take precedence over these “T&Cs”.
Art. 2 Offer
All offers are made in writing. Offers without a validity period lose any obligation to comply with the prices after 30 days. Unless otherwise stated, the price calculations of the offers are based on complete documents and data, as well as on absolutely clear information that cannot lead to misunderstandings regarding the content, form and dimensions of the Work. This information is binding on the parties.
Art. 3 Prices
All prices are net prices excluding VAT. These prices are subject to increases in the cost of raw materials and transport. The price adjustment caused by the change does not entitle the Customer to withdraw from the contract. The Customer must be notified of any price change.
Art. 4 Confirmation of order and contract
The contract shall be deemed to be concluded on receipt by the Printer of the Customer’s countersigned offer or electronic confirmation of the offer or countersigned or electronic confirmation of the order.
The contract itself, as well as all ancillary agreements and legally relevant declarations, must be in writing to be valid (email and other channels of written communication satisfy the requirement of written form).
Art. 5 Electronic data transmission
The Customer may transmit the data to the Printer electronically. The Printer is not responsible for the sending, transmission and receipt of data or for any damage resulting from this. If an order is automatically deleted by the Printer’s computer system (e.g. by the spam filter), the Customer will not be informed. The Printer may take the electronic ordering system offline for justified reasons without informing the Customer (e.g. in case of suspected viruses, third-party interventions, etc.).
Art. 6 Subsequent changes
The Printer’s Work (“Work”) is, subject to these T&Cs, listed in full in the order confirmation (including attachments). Subsequent additional orders or changes to the order by the Customer must be confirmed by the Printer in writing or electronically in order to be binding. If the Customer does not object in writing within 8 days of the notification, the confirmation of change shall be deemed to be approved without reservation. Article 3 shall apply with regard to the price of the order change.
Art. 7 Performance by third parties
The Printer is entitled to transfer the performance of the contractual services, in whole or in part, to third parties. It does not need the Customer’s consent to do so, nor is it required to give the Customer special notice of the transfer.
Art. 8 Additional costs
Additional costs incurred by the Customer after conclusion of the contract, such as additional waiting periods, second print approval in pdf or printed form, additional processing of data carriers or text/image data, author’s corrections (subsequent text changes, image rearrangements, pagination changes and the like) are not included in the prices quoted and will, without confirmation of change, be invoiced additionally after notice. Article 4 applies.
Art. 9 Delivery periods
The promised delivery periods only apply if the data and items necessary for the realisation of the Work (images and texts, manuscripts or data, print approvals, graphic products, raw material, production approvals, etc.) are received by the Printer at the agreed time. The agreed delivery periods shall begin with the conclusion of the contract (see article 4) and the receipt of the data and items by the Printer. If the print approvals or production approvals are not delivered within the agreed period or if the Customer does not fulfil his contractual obligations in any other way, the Printer is no longer bound by the agreed delivery period.
If the delivery date is exceeded or if the delivery period is not met through no fault of the Printer (e.g. operational disruptions caused by work stoppages, strikes, energy shortages, shortages of raw materials, delays in the delivery of materials and all cases of force majeure), the Customer shall not be entitled to withdraw from the contract or to hold the Printer liable for any damage suffered.
Art. 10 Tolerances customary in the industry
Deviations in design and materials which are customary in the industry, in particular cutting accuracy, fidelity of reproduction, tonal value and the quality of the printing materials (paper, cardboard, etc.) are reserved. Insofar as tolerances are imposed on the Printer by the suppliers, these shall automatically apply to the Customer.
Art. 11 Over- or under-delivery
Unless otherwise agreed, over- or under-deliveries of up to 10% of the quantity ordered cannot be disputed. The actual quantity delivered is invoiced. If the Customer requires a minimum quantity, this must be clearly specified in the request for quotation.
Art. 12 Deliveries, packaging
Pallets and transport containers shall be replaced or charged at cost if not returned to the Printer in good condition and carriage paid within 2 weeks of receipt of the shipment.
Art. 13 Notice of defects
The Printer’s Work shall be checked after delivery to the place of performance. Any complaints regarding quality and quantity must be made in writing to the Printer within 8 days of delivery at the latest, failing which the delivery shall be deemed to have been accepted and any claims for defects shall be lost.
Art. 14 Storage, archiving
Intermediate storage of the Working Documents, including semi-finished and finished products, is subject to a charge. The Printer is not obliged to archive the supplied data and items, Working Documents and Tools. If the archiving of delivered data and items, Working Documents and Tools is expressly agreed upon by contract, the archiving shall be at the Customer’s risk.
Art. 15 Invoicing
Invoices must be checked by the Customer upon receipt. The amount of the invoice shall be deemed to have been accepted if the Customer does not object in writing within 8 days of receipt of the invoice, stating the reasons. The Printer shall investigate the complaint and correct the invoice if they consider the complaint to be justified.
Art. 16 Terms and conditions of payment
Payment of the invoice amount shall be made within 30 days (value date on the account of the Printer) from the date of the invoice without any deduction. Payment dates shall also be respected if delivery is delayed for reasons for which the Printer is not responsible. If the retention of title is entered in the retention of title register, the delivered Work shall remain the property of the Printer until payment of the invoice amount including the registration fee. The Printer may require payment guarantees and/or advance payments before and after the conclusion of the contract. After the expiry of the respective payment period, the Customer shall be in default without reminder and shall owe the Printer 5% interest on arrears (Art. 104 para. 1 CO) and, if applicable, damages. In the case of partial payments, the full amount is due in case of default. Furthermore, the Printer shall not be bound by any discounts and rebates granted in the event of non-payment by the Customer. The Customer may not offset claims against the Printer against any counterclaims (prohibition of set-off).
Art. 17 Data and Items provided
The data and items provided by the Customer for the execution of the Work shall remain the property of the Customer. Remaining sheets, pallets and packaging materials of the buyer’s goods that are no longer usable shall be disposed of at the Customer’s expense.
If the Customer supplies material for further processing, they shall, without being requested to do so, provide the Printer with all technical data and any preliminary processing of the material. The Printer is not obliged to inspect the material supplied by the Customer. The Customer shall be liable to the Printer for any damage caused by defects in the material and/or in the information supplied. The Customer grants the Printer a royalty-free and unrestricted right to use all data and items supplied by the Printer and covered by copyright.
Art. 18 Working Documents and Tools
The working documents (photographic images, data, composition, layouts, printing plates, sketches, samples, etc.) (“Working Documents”) and Tools (cutting dies, embossing plates, etc.) (“Tools”) created by the Printer are the property of the Printer and form part of the non-disclosable know-how.
Unless explicitly agreed, the Printer is not obliged to keep and archive the Working Documents and Tools. If an archiving contract is concluded, it shall be at the Customer’s expense and risk and shall be invoiced in addition.
The disclosure of the Printer’s Working Documents to third parties and the making or passing on of copies is prohibited. All Working Documents and other confidential information and documents of the Printer may only be used for the purpose for which they were disclosed. The obligation of secrecy exists from the beginning of the contractual negotiations and continues beyond the end of the contractual relationship. For each infringement, the Customer shall be liable to pay a contractual penalty of CHF 3,000.00 and damages amounting to 15% of the price of the Work. If no offer has been made, the contractual penalty shall be CHF 3,000.00 plus compensation for services (material and labour) incurred by the Printer.
Art. 19 Third-party rights
By entering into the contract, the Customer confirms that they have all necessary reproduction, distribution, trademark rights, etc. for the copyrighted Work (images and texts, samples, etc.). This also applies to stored archival data and its reuse. The Customer is responsible for the protection of personal rights that may be affected by the Work.
The Customer undertakes to defend the Printer against all claims of infringement of third-party rights (copyrights, trademark rights, personal rights, patent rights, trade secrets, etc.) insofar as these are claimed in connection with the execution of the Work. The Customer shall reimburse the Printer for damages and any other costs, expenses or disbursements incurred by the Printer in defending against such claims.
Art. 20. Limitations of liability
In particular, the Printer shall not be liable for the linguistic character, grammar, syntax, errors in content, incompleteness or infringement of rights in accordance with Art. 19 above in the data and items delivered to the Printer.
Liability is also excluded if the delivered Data cannot be processed or used in a standard manner and qualitative defects in the Work result from this. The Printer shall not be liable for the loss or unavailability of data and items supplied to him by the Customer.
In general any liability on the part of the Printer shall be excluded unless the Customer proves that the defect is due to the poor quality of the materials or workmanship of the Printer. Liability shall also cease if the works are modified in any way by the Customer or a third party.
The Customer is obliged to check the control and examination documents (lists, proofs, execution samples, packaging, copies, files, etc.) sent to him for errors before the final completion of the order and to return them within the agreed period of time together with the signed print approval or production approval and any correction instructions. The Printer is not responsible for errors overlooked by the Customer. Corrections and changes made by telephone must be confirmed in writing by the Customer within 24 hours, otherwise no legal effect can be derived from them. If the Customer waives the submission of the control and examination documents, he shall bear the risk.
Furthermore, the Printer shall only be liable in the event of intent or gross negligence. The Printer excludes all contractual and extra-contractual liability for the conduct of their agents, as well as for unforeseen circumstances and force majeure. In particular, the Customer shall not be entitled to make any claims against the Printer for indirect damage, consequential damage, damage to third parties or loss of profit.
The warranty period shall not be extended and a new warranty period shall not commence as a result of the use of the warranty or the provision of warranty services.
Art. 21. Place of jurisdiction
All disputes arising from the relationship between the Customer and the Printer shall be decided by the ordinary courts at the registered office of the Printer. Swiss law is applicable, excluding the conflict of laws provisions of the Swiss Private International Law Act (SPILA) and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
V2.1, November 2022