General Clauses
1.1 Coming into effect and area of application
With effect from 1st September 2012, our services, particularly drafting, planning, designing, manufacture, delivery and transport, assembly, handover for use, dismantling, return transport etc. of elements / assembly systems for stand constructions for fairs, promotional events, exhibitions, events, consultation and organisation etc. in this context, as well as the contracts signed between Frey & Frey AG (hereinafter referred to as F&F) and its customers, shall be exclusively governed by these AGB (General Business Conditions), unless these are amended expressly by the responsible persons of F&F, who have the authority to sign, by means of a different written agreement between F&F and the customer. The customer’s own clauses shall not be part of this contract and shall not be effective.
1.2 Offers made by Frey & Frey AG, conclusion of contract
Our offers shall be valid for 30 days starting from the offer date. Furthermore, F&F shall reserve the right to revoke with immediate effect any offer that has not been accepted (at any point of time), if F&F is of the opinion that a timely execution of the order will not be possible due to the required lead time.
The offers shall only be valid for the addressee.
The acceptance of the offer given by F&F to the customer can take place informally, in particular orally. With the acceptance of the offer by the customer, the contract between F&F and the customer becomes legally effective and the customer shall thereby also acknowledge these AGB. F&F shall confirm the acceptance of the offer with a written order confirmation, which is signed by the customer and then returned to F&F. Any discrepancies in the order confirmation must be notified to F&F immediately. Subsequent amendments or annulments will not be possible and will have necessarily cost implications.
1.3 Prices, price lists and details
Unless specified otherwise, the prices specified by F&F shall be in Swiss francs (CHF). Taxes (incl. VAT, etc.), fees and duties of any kind shall be borne by the customer.
General, i.e. not directed towards one or more specific recipient(s), price lists and details of F&F, including price details on the Internet, are merely reference figures and not offers in accordance with pt. 1.2 of these AGB. F&F reserves the right to change such price lists and details at any point of time.
1.4 Delivery conditions
F&F shall bear the risk for deliveries, which will be made by F&F itself or by a transport company assigned by it. Deliveries outside this scope shall be made at the recipient’s risk.
1.5 Delivery periods
F&F shall comply with the agreed deadline to the best of its ability. Any non-compliance with the deadline shall not entitle the ordering party to exercise damage compensation claims or to withdraw from the contract. F&F shall not assume any liability for such damages. This limitation of liability does not apply to situations, in which F&F is itself responsible due to gross negligence and in which a timely delivery forms an important part of the contract.
F&F shall not assume the liability for damages resulting from delayed delivery of goods that have been dispatched on time.
1.6 Payment terms
Unless agreed otherwise, 50% of the contractually agreed amount shall be invoiced at the time of order-placement (strictly net within 30 days from the date of dispatch or invoice) and 50% after the fair has taken place (strictly net within 30 days from the date of dispatch or invoice). It will be mandatory for F&F to provide its services only when the payment on account of 50% is made on time. If the payments on account are not made, F&F shall reserve the right to withdraw from the contract. Damage compensation claims, if any, shall remain unaffected.
1.7 Packaging
F&F shall deliver or dispatch the finished delivery object in appropriate packaging and without prior consultation with the ordering party. Special requests must be agreed with F&F at the time of order-placement.
Unless agreed otherwise, the packaging shall remain the property of F&F and will only be lent to the customer. Packaging material, which is provided to the customer on loan, must be returned within one month after delivery or after the end of the contractual relationship to F&F, franco domicile.
Disposable packaging materials shall be invoiced to the customer separately; appropriate disposal of this material is the responsibility of the customer. The customer shall be invoiced separately for replacement, repair or cleaning of lost, damaged or severely contaminated packaging material that is given on loan.
1.8 Liability
F&F shall assume the liability for contractual violations and non-contractual liability provisions only in the event of intentional act or gross negligence. Other assumptions of liability by F&F in the existing AGB or arising from written contracts remain reserved: The customer shall assume the liability for damage to or loss of goods that are the property of F&F or that are made available by F&F and are within the scope of access of the customer, if the customer, a third party, force majeure or other accidents are responsible for the same. If substitutes are consulted, F&F shall assume the liability for careful selection and instruction and in case of agents (etc.), F&F shall also assume the liability for their monitoring.
1.9 Insurance
F&F has a liability insurance up to a damage amount of Fr. 5,000,000.–. The material of F&F as well as the customer material stored at F&F is insured against fire and elementary damages. F&F shall not assume the liability for further damages or loss. The customer shall take out other insurances (e.g. insurance for damages caused by vandalism and theft). The customer shall take out liability insurances and other insurances for persons, who are under his area of responsibility and for the material brought by him or a third party (damages to persons, property and material).
1.10 Guarantee
If the work has any defects, the customer shall notify F&F of the same immediately, however latest within 5 working days after handover. The alleged defects must be precisely identified. If the work is fetched from F&F, the customer or his chauffeur, who has been assigned by him, shall monitor the same immediately. Work, that has been rejected, must not be used under any circumstances, else its use shall be considered as an approval of the same. If this condition is violated, the customers shall bear the resulting costs. If a timely objection was made with regard to a defect, which was caused by circumstances for which F&F is responsible, F&F shall repair and/or replace the objected work, free of cost and as quickly as possible. F&F reserves the right to deliver suitable replacements in place of the ordered work. F&F shall give the same guarantee for a repaired or replaced work as for the original delivery. If the defect is due to a fabrication or material fault for which F&F is not responsible, F&F shall forward the complaint to the manufacturing company. F&F shall not assume any liability for damages resulting from inappropriate use or handling, incorrect processing or assembly by the customer or a third party, natural wear, excessive load, non-compliance with the guidelines, incorrect maintenance, inappropriate preservation and other such circumstances.
Complaints against the delivered work do not exempt the customer from the obligation of making the agreed payment at the agreed time. No other claims of the customer shall be considered valid, particularly no claim for compensation of damages that do not concern the delivered work itself.
1.11 Concepts, preliminary studies and projects
Concepts, preliminary studies and projects, including the manufacture of samples and prototypes, which F&F develops on behalf of the customer, shall remain the property of F&F and may not be handed over to a third party or made accessible to a third party without getting the written approval of F&F. F&F reserves the right to raise an invoice for concepts, preliminary studies and projects, if the corresponding order is not placed with F&F within three months or after an agreed period of time following the submission of proposals by F&F. This does not apply to deviating agreements between F&F and the customer.
1.12 Copyrights and other property rights of F&F
Unless agreed otherwise in writing, all rights (particularly the copyrights, design and model rights) shall remain with F&F. If a transfer of rights to the customer was agreed upon, this shall take place only after the complete payment of the agreed price.
1.13 Property rights of third parties
The ordering party shall ensure that third-party rights, copyrights and trademark rights in particular, are not violated during the execution of its order or work contract in conformance with its drafts, models, drawings, samples etc.
1.14 Assistant personnel and substitutes
Unless agreed otherwise, F&F reserves the right to involve assistant personnel and/or substitutes in the process of fulfilment of its contractual obligations.
2. Special Guidelines for individual contract types
2.1 Work contract
2.1.1 Assumption of risk
If the work is lost or damaged before it is handed over, F&F shall assume the liability only if the damage is made within the premises or in the vehicles of F&F or if F&F is responsible for the damage or loss.
2.1.2 Alteration, reduction and amendment
The right of the ordering party to alteration, reduction and amendment shall remain in force only if F&F is to be blamed for the defect. The right to rework is given priority. The right of the ordering party to alteration and reduction shall remain in force only if any defects of the work cannot be rectified on time.
2.2 Purchase
2.2.1 Retention of title
The goods shall remain the property of F&F till the complete payment of the invoice. The ordering party agrees that F&F can use its specifications for entering the facts in the reservation of title register. In the event of resale of goods that are still the property of F&F, the customer shall transfer the receivables and claims arising therefrom to F&F. Further damage compensation claims are reserved.
2.2.2 Assumption of risk
The assumption of risk is determined in conformance with the legal guidelines (OR185).
3. Rent
3.1 Delivery and return
Unless agreed otherwise, rental goods that are delivered by F&F shall be collected by F&F again at the end of the agreed rental period. Rental goods that are collected from F&F by the the lessee or by a third party assigned by the lessee must be returned to F&F.
3.2 Repair and cleaning
The goods made available by F&F must be returned to F&F in a sound and normal clean condition. Repairs of damages that are caused beyond the usual wear and tear shall be carried out at the customary hourly rate, plus material costs. If F&F is not able to restore the contractual condition, it shall invoice all the costs for external repairs, or if external repairs are not possible, the costs for a new purchase to the customer. This shall also be applicable in the event of loss or destruction of the goods.
3.3 Cancellation charges
Unless agreed otherwise, F&F shall settle the costs for provision (if accrued) up to 15 days before the date of delivery or collection. Orders that are cancelled at a later point of time or not collected at all shall be settled at the full price.
4. General final clauses
4.1 Applicable law
The Swiss Law, and in particular the Swiss Code of Obligations, the Swiss rules as well as the safety and environmental guidelines shall be applicable.
4.2 Legal domicile
All disputes arising out of the legal relationship between F&F and the customer shall be settled at the headquarters of F&F and the corresponding legal venue.
© 2012 Frey & Frey AG
