GTC

General Terms of Business

1. General

These General Terms of Business apply to all business relations between the customer and APG/SGA Mega Poster, Paron AG unless otherwise agreed in writing.

2. Prices/terms of payment

2.1. The prices listed at the time of the order placement apply.

2.1.1 For orders extending beyond four months, APG/SGA Mega Poster, Paron AG reserves the right to increase its prices in line with price rises that have occurred – particularly for materials (production) and rental charges (renting of advertising space).

2.2 The invoice will be sent to the customer or his representative when execution of the order commences. Invoices are payable (net) within 30 days. APG/SGA Mega Poster, Paron AG reserves the right to demand payment at the time the order is placed, or upon delivery of the advertising material. Only payments made directly to APG/SGA Mega Poster, Paron AG will be accepted.

2.2.1 If there is a delay in payment, APG/SGA Mega Poster, Paron AG will be entitled to demand default interest at a rate of 5% p.a. If the loss is greater, APG/SGA Mega Poster, Paron AG will be entitled to claim the amount in question after extending the original term by five days, and to remove the advertising medium – including technical installations – immediately without further warning.

2.3 The customer may only offset the payment against his own claims if his counterclaims have been declared legally valid, are undisputed, or accepted by APG/SGA Mega Poster, Paron AG.

2.4 The supplied goods will remain the property of APG/SGA Mega Poster, Paron AG until full payment has been made, and APG/SGA Mega Poster, Paron AG will be entitled to have a reservation of title recorded at the appropriate registry office.

3. Orders/order confirmation

3.1 Orders may only be placed within four weeks after a tender. The order must be placed in writing.

3.2 The order is not valid without written confirmation from APG/SGA Mega Poster, Paron AG.

3.3 The order confirmation from APG/SGA Mega Poster, Paron AG must be signed by the customer/agency.

4. Transmission to third parties; layout; placement period

4.1 Sub-letting or transfer of reserved space to third parties is not permitted.

4.2 Reproducible copy – minimum size DIN A4 – for the production of the desired image must be made available at least five weeks before the delivery date/start of installation. Upon request by APG/SGA Mega Poster, Paron AG, the materials referred to above must be handed to APG/SGA Mega Poster, Paron AG within the stipulated time. In the event of a delay in delivery, the customer will compensate APG/SGA Mega Poster, Paron AG for the loss incurred as a result of the delayed delivery.

4.2.1 In the event of non-delivery APG/SGA Mega Poster, Paron AG has the right to impose a deadline on the customer for delivery of the materials and, if no delivery has been made within this deadline, to terminate the contract.

4.3 If the agreed term (duration of placement) is shortened for technical reasons that are the responsibility of APG/SGA Mega Poster, Paron AG, the customer will be credited with that part of the payment that corresponds to the shortened period. Further claims are excluded.

5. Installation

5.1 If the customer assigns the installation of the advertising media supplied by APG/SGA Mega Poster, Paron AG  to a third party, APG/SGA Mega Poster, Paron AG will not be liable.

5.2 Where installation work has been taken on, it is assumed that this can be performed without impediments and delays.

5.3 The prices charged for installation do not include unforeseen costs for which the customer is responsible, even if a fixed price was agreed. These can arise particularly in the form of additional time, material and work. These additional costs will be borne by the customer.

5.4 The APG/SGA Mega Poster, Paron AG Mega Poster locations will be labelled accordingly.

6. Forwarding/storage of data

6.1 Personal data will be used and passed on in accordance with the statutory legal provisions.

7. Notification of defects/liability

7.1 APG/SGA Mega Poster, Paron AG must be notified immediately in writing of defects in the advertising media or the technical installations, but at the latest within one week of installation or acceptance at the place of delivery. Where a notification of defects is justified, APG/SGA Mega Poster, Paron AG will be obliged to remedy the defect.

7.2 Colour deviations that are customary in the sector and material tolerances do not constitute a defect and cannot give rise to a notification of defects.

8. Guarantees

8.1 APG/SGA Mega Poster, Paron AG guarantees proper installation of the advertising medium, including the technical installations. It cannot guarantee installation on a specific day. However, assurance is given that the advertising medium will be installed for the agreed duration.

8.2 APG/SGA Mega Poster, Paron AG will not pay compensation for damage to the advertising media and technical installations during the display period, in particular damage caused by third parties or force majeure. APG/SGA Mega Poster, Paron AG does not accept responsibility for ensuring that the customer’s advertising media and the objects fitted with technical installations will be visible throughout the display period without interruption.

8.3 The customer will be solely responsible for observing official regulations and for the form and content of the printed matter on the advertising medium. The customer must ensure that the laws on competition and copyright are observed. The customer must exempt APG/SGA Mega Poster, Paron AG from any claims for damages and costs arising from legal prosecution.

8.4 If advertising media and technical installations are impounded or removed for legal reasons (copyright, competition, under public law) for which the customer is responsible, the customer must pay the full price for the reserved display period. Any additional costs resulting from this will be borne by the customer.

8.5 If APG/SGA Mega Poster, Paron AG’s right to install and maintain the advertising medium ends due to reasons for which neither the customer nor APG/SGA Mega Poster, Paron AG are responsible, the customer will not be entitled to claim compensation. However, in such a case - except where the advertising medium is impounded – the prepaid part of the placement costs will be refunded.

8.6 Further claims by the customer – irrespective of the legal grounds – are excluded. APG/SGA Mega Poster, Paron AG will not be liable for damage that has not directly affected the advertising medium or the technical installation. In particular, APG/SGA Mega Poster, Paron AG will not be liable for lost profit or other pecuniary losses incurred by the customer. The above-mentioned limitation of liability will not apply where the reason for the loss is due to wilful intent or gross negligence, though the obligation to render compensation will be restricted to the anticipated loss.

8.7 APG/SGA Mega Poster, Paron AG will only be liable for damage due to gross negligence or intent.

8.8 A guarantee of 24 months is assumed for assembly. The guarantee period commences as of the time the advertising space is ready for use. APG/SGA Mega Poster, Paron AG does not assume any guarantee for events beyond its control (e.g. storm damage with wind speeds ≥ 70 km/h, etc.).

9. Authorisation

9.1 An authorisation for the designs will be obtained from the authorities by APG/SGA Mega Poster, Paron AG. Information relating to the composition of the designs will be provided in the documentation, offers and order confirmations. If the design does not correspond to this information and if it is then not approved by the authorities, the client cannot withdraw the order.

10. Cancellation

10.1 The customer may cancel an order either in part or in full. In this case the customer must inform APG/SGA Mega Poster, Paron AG either by registered letter or by fax that it is withdrawing from the contract. The cancellation costs for the media service will be charged. Production costs will be charged only if the advertisement has already been printed.
Cancellation entails the following charges: 33-25 weeks before placement 25% of the order price 24-17 weeks before placement 50% of the order price 16-9 weeks before placement 75% of the order price 8 weeks or fewer before placement 100% of the order price.

10.2 Timeliness is deemed to be the date of receipt at APG/SGA Mega Poster, Paron AG, or the date of the order confirmation.

11. Place of performance/mediation/ place of jurisdiction

11.1 The place of performance is the location of APG/SGA Mega Poster, Paron AG’s head office.

11.2 All disputes arising from this contract will be submitted for mediation to the mediators of Mediationsforum Schweiz FH (www.mediaforum.ch) before instigation of legal proceedings. The mediation rules of the mediation forum apply. The place of mediation is Zurich.

11.3 The place of jurisdiction for proceedings after failed mediation is the head office of APG/SGA Mega Poster, Paron AG, unless a different place of jurisdiction is provided for by law. However, APG/SGA Mega Poster, Paron AG can also take legal action against the customer at any other competent place of jurisdiction.

11.4 This contract is subject to Swiss law. In case of doubt, the German version is authoritative.

Zurich, january 2012