General terms and conditions (AGB)
1. Application
Swiss AI Art(Girlea) provides all of its services exclusively on the basis of these General Terms and Conditions (GTCs). Differing provisions shall not be binding unless set out in writing.
2. Subject matter of contract
Swiss AI Art(Girlea) undertakes to complete the work set out in the purchase order and the customer undertakes to pay the price quoted and confirmed by Swiss AI Art(Girlea).
3. Pricing and invoicing
Unless stated otherwise, the prices indicated in the order confirmation include packaging and shipping for delivery within Switzerland, and VAT at the statutory rate.
The prices indicated are in accordance with the deliverables and services agreed in the contract. Costs that are incurred as the result of subsequent change requests by the customer will be invoiced separately.
The shipping costs include a single shipment to the delivery address in Switzerland indicated by the customer. The customer will be additionally charged at cost for differing shipment options.
5. Delivery and completion time
The delivery times indicated apply only to deliveries within Switzerland. Unless indicated otherwise, the stated delivery times shall not constitute fixed dates. Delivery times are indicated in business days, and shall begin after sending the order confirmation – or in credit transactions upon receipt by Swiss AI Art(Girlea).
Where the customer has selected the C.W.O. payment option, the order will not be carried out until payment has been received. Where Swiss AI Art(Girlea) has not agreed to render performance in advance, it shall not be obligated to effect delivery until it has received payment.
The delivery time shall be deemed to have been observed if the goods have been despatched.
Where the agreed delivery time cannot be adhered to by Swiss AI Art(Girlea), the customer shall first set a reasonable grace period in writing. In the event that the grace period expires without any success, the customer shall only have the option of withdrawing from the contract or continuing to demand fulfilment. Swiss AI Art(Girlea) shall not be liable in any event for any loss or damage caused by any such delay or for any interest in fulfilment on the part of the customer.
Swiss AI Art(Girlea) shall not be held accountable for delays in the delivery of goods or provision of services resulting from force majeure or other circumstances that make such delivery or provision difficult or impossible for Swiss AI Art(Girlea) (including, but not limited to, strikes, lockouts, actions by government authorities and other unforeseen impediments), are beyond the control of Swiss AI Art(Girlea) and can be provably shown to have a material impact on the completion or delivery of the goods or provision of services, also where they occur at suppliers of Swiss AI Art(Girlea) or their subcontractors, also in the event this impacts contractually agreed and binding delivery dates. They shall entitle Swiss AI Art(Girlea) to postpone delivery and/or performance by the duration of the impediment in addition to an appropriate lead time, or to withdraw from the contract in whole or in part on account of the as yet unfulfilled part. Where the aforementioned circumstances render performance impossible, Swiss AI Art(Girlea) shall be released from its obligation to render performance. Swiss AI Art(Girlea) shall notify the customer of any such impediments immediately.
7. Delay in acceptance
Where the customer does not take delivery of the goods within a reasonable period of time after being notified of their completion, Swiss AI Art(Girlea) shall be entitled to invoice the goods and to store them on its premises or at a third-party location at the customer’s expense and risk.
8. Passage of risk
The risk of the accidental loss or deterioration of the goods shall pass to the customer upon transfer of the consignment to the entity designated to carry out shipping, however no later than upon the departure of the goods from Swiss AI Art(Girlea). This shall apply irrespective of which party assumes the shipping costs, also where transport is carried out by Swiss AI Art(Girlea)’s personnel. Where the goods are ready for despatch and despatch is delayed, or acceptance is delayed, for reasons beyond Swiss AI Art(Girlea)’s control the risk shall pass to the customer upon receipt of the notification of readiness for despatch by the customer.
10. Complaints and claims
The goods are to be examined immediately upon receipt. Any obvious defects in the goods supplied shall be notified to Swiss AI Art(Girlea)within two business days of receipt.
Customary deviations in terms of materials and execution, in particular in terms of cutting accuracy, faithfulness of reproduction, tonal values and quality of print substrate (paper, cardboard, etc.) may occur. Where tolerances are imposed upon Swiss AI Art(Girlea) by its suppliers they shall also apply to the customer.
Slight variations in colour shall not constitute a defect. This shall also apply to variations in colour departing from a previous print job that was carried out by Swiss AI Art(Girlea).
Customary short or excess quantities up to 10% of the print run ordered must be accepted by the customer where this is reasonable in an individual case. Invoicing is based on the actual quantity supplied.
11. Warranty
Where the goods supplied are defective or lack warranted characteristics, Swiss AI Art(Girlea) shall – at its discretion and to the exclusion of any other remedies – have the option of providing a replacement to the customer, rectifying the defects or appropriately reducing the purchase price. Where Swiss AI Art(Girlea) lets a grace period granted to it lapse without furnishing a replacement or rectifying the defect, or where rectification fails, the customer may, to the exclusion of any other remedies, withdraw from the contract or demand an appropriate reduction in the purchase price. Swiss AI Art(Girlea) will assume the same liability for replacement deliveries and rectification work as for the original goods. The limitation period for all claims for defects in goods that are not designated for the customer’s own personal use or that of their family shall amount to ninety days.
12. Limitation of liability
Swiss AI Art(Girlea) shall be liable only in respect of damage that has arisen in the delivered items (direct damage). It shall not be liable for damage not exhibited by the delivered goods themselves (indirect damage). In particular, it shall not be liable for lost profit or other financial loss sustained by the customer. In any event Swiss AI Art(Girlea) shall be liable only for damage or loss that is attributable to wilful or grossly negligent conduct. Liability shall be limited to the value of the order.
13. Property rights, copyright and right of reproduction
The copyright to creative and design products and services is based on statutory provisions. Any other use than that agreed in the contract shall be subject to Swiss AI Art(Girlea)’s express consent.
This shall be without prejudice to any property rights to material and copyright of the customer. However, the customer shall not be entitled to demand that the material provided by them is retained or surrendered.
The work product created by Swiss AI Art(Girlea) (photographs, data media, type matter, assemblies, printing plates, etc.) and tools and dies (cutting dies, embossing plates, print carriers, etc.) shall remain its property.
14. Retention of title
Swiss AI Art(Girlea) reserves title to all items supplied by it until all outstanding amounts under the contract have been paid in full. It shall be entitled to have this retention of title entered in the reservation of ownership register.
The customer shall be authorised to resell the goods in the ordinary course of business. However, the customer undertakes to assign to Swiss AI Art(Girlea) all claims for receivables in the amount of the outstanding invoiced total (including VAT) due from its customers from onward sale to same. Swiss AI Art(Girlea) may demand that the customer make known to it these assigned receivables in writing, provide all information required for collection, make available the corresponding documents at the customer’s expense, and inform the debtors of the assignment.
15. Execution of orders by third parties
Swiss AI Art(Girlea) shall not be obligated to carry out the customer’s orders itself but may have the orders carried out by third parties (subcontractors).
18. Due date for payment and set-off
Unless specified otherwise in the order confirmation, the final price shall be payable immediately upon the conclusion of the contract.
The payment transaction costs shall be assumed by the customer. The customer may only offset claims that are not in dispute or that have been established legally (have become res judicata). The customer shall have the right of set-off only to the extent that their counterclaim is based on the same contractual relationship.
19. Applicable law, place of jurisdiction, severability
These Terms and Conditions and all legal relations between Swiss AI Art(Girlea) and its customers shall be governed and construed exclusively in accordance with Swiss law, to the exclusion of the conflict of law rules of Swiss private international law and of the United Nations Convention on the International Sale of Goods (CISG).
The place of jurisdiction for all disputes arising from the contractual relationship with the customer shall be the courts at the registered office of Swiss AI Art(Girlea). However, Swiss AI Art(Girlea) shall be entitled to bring action against the customer at any other venue provided for by statute. This shall be without prejudice to peremptory legal provisions concerning the place of jurisdiction for disputes.
If any provision of these Terms and Conditions or any provision in the context of another agreement shall prove void or unenforceable, whether in whole or in part, it shall not in any way or manner affect the validity or enforceability of any other provisions or agreements.
