General terms and conditions
AGB
GENERAL TERMS AND CONDITIONS OF BUSINESS
1. GENERAL
- In the following, Kaiser Promotion AG will be referred to as Kaiser Promotion and the client of Kaiser Promotion AG will be referred to as the client.
- The manufactured contractual goods of Kaiser Promotion are referred to as products .
- These General Terms and Conditions are applicable and binding if they are declared applicable in the offer, order placement or order confirmation. They shall also apply to the present and future business relations between the parties, in particular to all further services provided by Kaiser Promotion subsequently in connection with the placing of the order.
2. PLACING OF ORDERS
- The order between Kaiser Promotion and the client is legally binding either with the mutual signing of a contract or with the receipt of an order confirmation from Kaiser Promotion.
- Unlimited offers are always subject to confirmation until the order is confirmed.
- Offers made without samples, on the basis of inaccurate templates or incomplete manuscripts are only indicative.
3. PRICES
- Our prices are net, duty unpaid, untaxed and exclude packaging. Additional costs such as freight, insurance, import, export and transit, special permits and certifications are not included and will be invoiced additionally. Taxes, duties, fees, customs costs and the like incurred after the provision of the delivery/service shall be paid by the client.
- We reserve the right (even without the express written consent of the client) to make a reasonable price correction, in particular in the following cases:
o if price adjustments are necessary due to exchange rate fluctuations
o if the prices of raw materials or materials undergo a change
o if the scope of the agreed service changes
o if any regulations at the place of destination change, which require an adjustment to the delivery item.
o if the costs to be borne by Kaiser Promotion increase unexpectedly
4. ADDITIONAL EXPENDITURE, MORE OR LESS DELIVERY
- Additional expenditure caused by the client as a result of insufficient template and manuscript cleaning or manuscript revision, as well as changes requested after "good to print", will be charged separately and additionally.
- Autocorrections (subsequent text changes, image rearrangements, changes to pagination and the like) are not included in the quoted prices and will be charged extra according to the time spent.
- Short and excess deliveries of up to 10%, in the case of extra productions of the material up to 20%, cannot be objected to unless otherwise agreed. The quantity actually delivered shall be invoiced at the confirmed unit price.
5. TERMS OF PAYMENT
- Payment of the invoice amount must be made within 20 days of the invoice date without discount (due date). Kaiser Promotion is free to demand payment guarantees when accepting the order. In the case of clients unknown to us or who are in arrears, we reserve the right to effect delivery against cash on delivery or advance collection. If these guarantees (payment guarantees, orders against cash on delivery, advance collection) are not provided, further order processing or delivery may be suspended. The accrued costs shall become due without delay.
- Kaiser Promotion reserves the right to accept bills of exchange (promissory notes, finance bills, etc.). However, these are only accepted on account of payment and are only considered as payment after successful encashment. Discount charges and other bill of exchange costs shall be borne by the client.
- Conditional orders which require the commitment of larger sums of money for materials and external work, or because the order processing takes more than three months, entitle Kaiser Promotion to demand advance payments to cover the expenses. The amount of the advance payments and their due date shall be specified in the order confirmation. Goods and materials purchased at the request of the client which are not used within three months shall be invoiced with a charge for the associated expenses.
- If the order volume of Far East orders exceeds the value of CHF 40,000.00, Kaiser Promotion is entitled to charge the client 50% cash in advance .
- Payments are to be made by the client in accordance with the terms of payment at the domicile of Kaiser Promotion (without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like).
- The terms and dates of payment must also be observed if the execution of the order is delayed, made impossible or significantly impeded and the reasons for this do not lie with Kaiser Promotion.
- If the client does not meet the agreed payment deadlines, he shall pay interest at the rate of 7% p.a. from the agreed due date without a reminder. Despite invoicing and payment of default interest, the purchase price and the accrued default interest shall remain due for payment. We reserve the right to claim further damages.
- Payment shall be deemed to have been made when the amount due has been credited in the currency stated in the invoice and is at our free disposal.
- Offsetting against counterclaims is not permitted.
6. RESERVATION OF OWNERSHIP
- All goods delivered by us remain our property until full payment and settlement of all claims arising from the business relationship.
- With the conclusion of the contract or with the order confirmation, the client authorises us to have the reservation of title entered in the official registers in accordance with the relevant national laws and to fulfil all the formalities in this respect.
- The client will maintain the delivered products at his own expense for the duration of the retention of title and insure them in our favour against theft, breakage, fire, water and other risks. He will also take all measures to ensure that Kaiser Promotion's title is neither impaired nor cancelled.
7. DELIVERY PERIODS, DELIVERY DATES AND CALL-OFF CONTRACTS
- Delivery dates are binding if the client has fulfilled his contractual obligations and all necessary information and documents (approved artwork, manuscripts, approval for printing, etc.) have been received by us as agreed.
- The delivery period shall be extended accordingly:
o if we do not receive the information and documents (approved templates, manuscripts, good for printing, etc.) which we require for the fulfilment of the contract in good time, or if the client subsequently demands changes or additions and thus causes a delay in the deliveries or services.
o if obstacles arise which we are unable to avert despite exercising due care, irrespective of whether these arise at our premises, at the client's premises or at the premises of a third party. Such obstacles are, for example: Epidemics, pandemics, mobilisation, war, riots, labour disputes (strikes), delayed or defective delivery of the necessary raw materials, semi-finished or finished products, faulty production of important components, official measures or omissions, natural events, a subsequent change in regulations at the place of destination or similar.
o if material prices that occur before order completion are subject to surcharges.
- The parties understand call-off orders to mean pre-ordered products from Kaiser Promotion, which are stored on our premises for a maximum of three months. We reserve the right to charge CHF 12 per euro pallet per month for products which are not accepted by the client within the agreed period. This rate may be changed at any time.
8. MATERIAL,PRODUCTION AND QUALITY
- Proofs, press proofs and samples are to be checked by the customer for typesetting and other errors and returned to us "ready for printing" and with the customer's signature.
- We are not liable for errors overlooked by the client. Changes made by telephone require written confirmation (fax and e-mail are sufficient). If the delivery of material or samples is not requested, Kaiser Promotion's liability shall be limited to gross negligence.
- Sketches, drafts, originals, samples as well as photographic work will be charged even if no corresponding print order is placed.
- The quality of the materials offered is subject to the tolerances of the manufacturer concerned, which are customary in the industry. Deviations within this limit do not entitle to complaints.
- The light fastness of materials and printed colour tones is not unlimited, but limited by the guarantees of the material and ink suppliers.
- Printed colour shades or materials that deviate slightly from the colour artwork or samples are unavoidable and do not entitle the customer to make any claims.
9. COPYRIGHT
- The copyright to such templates shall be governed by the statutory provisions.
- Reproduction materials (photographic images, typesetting, printing plates, printing blocks, cutting dies, embossing plates, etc.) remain our property in all cases. Photolithographs (1 set of films) may be supplied to other clients, provided that any copyrights of Kaiser Promotion are preserved. Own designs enjoy the legal protection of property.
- There shall be no obligation to store photographs, commercial films, typesetting, prints or tools without a written agreement. Any storage shall be for the account and at the risk of the customer.
10. ADVERTISING,REFERENCE
- The client agrees that Kaiser Promotion may advertise with the client's work after successful completion of the order (indication as reference and listing on any advertising material).
11. PACKING, SHIPPING AND INSURANCE
- Unless otherwise agreed, packaging is included in the prices of Kaiser Promotion. The disposal of the packaging and any disposal costs are to be paid in full by the client.
- For delivery of the goods within Switzerland, the shipping costs are included in the services of Kaiser Promotion.
- The transport costs for deliveries abroad shall be borne by the client.
- Any suitable material procured by the Client shall be delivered to Kaiser Promotion at the Client's expense.
12. TRANSITION FROM USE TO DANGER
- Benefit and risk shall pass to the Client at the time of departure (dispatch) of the delivery ex works Kaiser Promotion as well as the works of a third party supplier (in case of direct delivery by a third party).
- If dispatch is delayed at the request of the principal or for other reasons for which we are not responsible, the risk shall pass to the principal at the time originally intended for delivery ex works. From this point in time, the deliveries shall be stored and insured for the account and at the risk of the principal.
13. ACCEPTANCE AND NOTICE OF DEFECTS
- The delivered products are to be checked for quality and quantity immediately upon receipt, at the latest within eight working days. We must be notified immediately in writing (fax or e-mail is not sufficient!) of any possible or obvious missing, incorrect or poor deliveries within three days. If obvious defects are not reported in good time and in the correct form, the warranty shall lapse in this respect.
- Kaiser Promotion shall remedy the defects notified to it as quickly as possible. The client shall give Kaiser Promotion the opportunity to do so.
14. REWORK AND REDUCTION
- In the event of justified complaints by the client, Kaiser Promotion undertakes, at its discretion, to make a replacement delivery or an appropriate price reduction. The delivery periods stated in the order confirmation shall apply to replacement deliveries.
- If the client complains about the delivery or parts thereof, no part of the goods complained about may be consumed or redelivered. If this does happen, the complaint is invalid.
15. EXCLUSIONS FROM THE WARRANTY
- Defects caused by poor material or as a result of faulty workmanship and which cannot be proven, e.g. due to natural wear and tear, excessive use, disregard of instructions for use, etc., are excluded from the warranty.
16. LIABILITY
- Manuscripts, originals, photographs, etc. as well as printed matter in storage or other material assets brought in will be treated with the usual care.
- Insurance against damage of any kind is the responsibility of the Client, in particular in the case of storage, both for material supplied by the Client and for products manufactured by Kaiser Promotion.
- Kaiser Promotion rejects any liability which arises or has arisen due to intent or gross negligence in the handling of the products supplied.
- Liability for consequential damages is excluded to the extent permitted by law.
17. DAMAGES FOR DELAY AND RESCISSION OF CONTRACT
- The client of Kaiser Promotion is not entitled to claim compensation for delay.
- If the delay in delivery lasts more than four weeks, the customer must grant us an appropriate extension in writing (fax or e-mail is not sufficient!). If the grace period is not met, the client is entitled to withdraw from the contract and to reclaim payments already made against return of deliveries made.
- If we are unable to deliver within a reasonable period of time for the principal, we are also entitled to withdraw from the contract in writing against repayment of the claims to which the principal is entitled. For its part, the principal undertakes to return to us all products already received.
- The principal shall have no rights and claims for delay in delivery or performance other than those set out in this clause 17.
18. EXCLUSION OF FURTHER LIABILITY OF KAISER PROMOTION
- All cases of breach of contract and their legal consequences as well as all claims of the client, irrespective of the legal grounds on which they are made, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract not expressly mentioned are excluded, unless gross negligence or intent on the part of the client can be proven against Kaiser Promotion. Under no circumstances shall the client be entitled to claim compensation for damage that has not occurred to the delivery item itself, such as loss of orders, customers, loss of profit and other direct or indirect damage.
19. SALVATROI CLAUSE
- Should parts of these General Terms and Conditions or of the order be void or invalid, the remainder of the contract shall not be affected thereby. The loophole shall be interpreted or replaced in good faith in a manner that comes closest to the intended economic purpose in a permissible manner.
20. CHOICE OF LAW AND PLACE OF JURISDICTION
- The order placed with Kaiser Promotion, of which these General Terms and Conditions are an integral part, is subject to Swiss law. (In international relations, the Vienna Sales Convention of 11 April 1980 shall not apply).
- The client acknowledges the jurisdiction of the ordinary courts of St. Gallen, Switzerland, as the exclusive place of jurisdiction for actions arising from or in connection with these contracts.
St. Gallen, 2 May 2022
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