General Terms and Conditions

General provisions

1.1 Entry into force and scope of application

With effect from 1 September 2012, our services, in particular the design, planning, layout & design, manufacture, delivery and transport, assembly, transfer for use, dismantling, return transport, etc. of elements / construction systems for stand constructions for trade fairs, promotions, exhibitions, events, consulting and organization, etc., as well as the contracts between Frey & Frey AG (hereinafter referred to as F&F) and its customers, are subject exclusively to these GTC, unless otherwise expressly agreed in writing by those responsible at F&F. In this context, all contracts between Frey & Frey AG (hereinafter referred to as F&F) and its customers shall be governed exclusively by these GTC, unless these have been expressly amended by the authorized signatories of F&F with a deviating written agreement between F&F and the customer. The customer's own provisions shall not become part of the contract and shall have no effect.

1.2 Offers from Frey & Frey AG, conclusion of contract

The validity of our offers is limited to 30 days from the date of the offer. In addition, F&F reserves the right to revoke an offer that has not yet been accepted at any time with immediate effect if F&F is of the opinion that it is no longer possible to execute the order on time due to the lead time required. Offers are only valid for the addressee. The customer may accept F&F's offer informally, in particular also verbally. Upon acceptance of the offer by the customer, the contract between F&F and the customer shall be legally valid and the customer shall at the same time accept these GTC. F&F shall confirm acceptance of the offer by means of a written order confirmation, which must be signed and returned to F&F by the customer. Any discrepancies in the order confirmation must be communicated to F&F immediately. Subsequent changes or cancellations are no longer possible and will incur costs.

1.3 Prices, price lists and information

Unless otherwise stated, the prices quoted by F&F are in Swiss francs (CHF). The costs for taxes (incl. VAT, etc.), fees and charges of any kind shall be borne by the customer. General price lists and information from F&F, i.e. not addressed to one or more specific recipients, including price information on the Internet, are approximate values and not offers within the meaning of section 1.2 of these GTC. F&F reserves the right to amend such price lists and information at any time.

1.4 Terms of delivery

F&F shall bear the risk for deliveries made by itself or by a transport company commissioned by it. Other deliveries are made at the risk of the recipient.

1.5 Delivery periods

F&F shall meet the agreed deadline to the best of its ability. Failure to meet the deadline shall not entitle the customer to claim damages or withdraw from the contract. F&F rejects any liability for such damages. Excluded from this limitation of liability are cases for which F&F is responsible due to gross negligence and in which timely delivery is an essential part of the contract. Under no circumstances shall F&F accept liability for damages resulting from late delivery of goods dispatched on time.

1.6 Terms of payment

Unless otherwise agreed, 50% of the contract amount shall be invoiced when the order is placed (strictly net within 30 days of the date of dispatch or invoice) and 50% after the trade fair has taken place (strictly net within 30 days of the date of dispatch of the invoice). F&F can only be obliged to provide its services if the payment on account of 50% is made on time. In the event of non-payment of payments on account, F&F reserves the right to withdraw from the contract. Any claims for damages shall remain unaffected.

1.7 Packaging

F&F shall deliver or dispatch the completed work in suitable packaging and without prior consultation with the customer. Special requests must be agreed with F&F when the order is placed. Unless otherwise agreed, the packaging remains the property of F&F and is merely loaned to the customer. Packaging material provided on loan must be returned to F&F carriage paid within one month of delivery or after termination of the contractual relationship. Disposable packaging materials shall be charged to the customer at cost price; proper disposal is the responsibility of the customer. Replacement, repair or cleaning of lost, damaged or grossly contaminated returnable packaging materials shall be charged to the customer at cost price.

1.8 Liability

F&F shall only be liable in the event of breaches of contract and non-contractual liability in the event of intent or gross negligence. F&F reserves the right to assume further liability in these GTC or in written contracts: The customer shall be liable for damage to or loss of goods owned by F&F or made available by F&F and located within the customer's access area, insofar as such damage or loss was caused by the customer, third parties, force majeure or other coincidence. If substitutes are used, F&F shall be liable for careful selection and instruction, and in the case of auxiliary persons (etc.) also for their supervision.

1.9 Insurance

F&F has liability insurance up to a loss amount of CHF 5,000,000. F&F's material and customer material stored with it is insured against fire and natural hazards. F&F shall not be liable for any further damage or loss. Further insurance (e.g. insurance against vandalism and theft) must be taken out by the customer. The customer undertakes to take out the appropriate liability and other insurance policies (personal injury, property damage and financial loss) for persons under his responsibility and for material brought in by him or by third parties.

1.10 Warranty

If the work exhibits defects, the customer must notify F&F of these in writing without delay, but at the latest within 5 working days after acceptance of the same. The alleged defects must be described precisely. If the work is collected from F&F, the customer or the chauffeur appointed by the customer must inspect it immediately. A rejected work may not be used under any circumstances, otherwise its use shall be deemed to have been approved. In the event of non-compliance, all consequential costs shall be borne by the customer. In the event of timely notification of a defect that is demonstrably attributable to a circumstance for which F&F is responsible, F&F shall repair and/or replace the rejected work as quickly as possible and free of charge. F&F reserves the right to deliver suitable replacement goods instead of the ordered work. F&F warrants the repaired or replaced work in the same way as the original work. If the defect relates to a manufacturing or material defect for which F&F is not responsible, F&F shall forward the complaint to the manufacturer. In the event of improper use or handling, faulty processing or assembly by the customer or third parties, natural wear and tear, excessive use, non-compliance with regulations, incorrect maintenance, improper storage and similar cases, any liability on the part of F&F shall be excluded. Complaints about the work delivered shall not release the customer from the obligation to pay as agreed and on time. Further claims by the customer are excluded, in particular a claim for compensation for damage that has not occurred to the delivery item itself.

1.11 Concepts, preliminary studies and projects

Concepts, preliminary studies and projects, including the production of samples and prototypes, which F&F prepares on behalf of the customer, shall remain the property of F&F and may not be passed on or made accessible to third parties without the written consent of F&F. F&F reserves the right to invoice for concepts, preliminary studies and projects if the order based on these is not received by F&F within three months or within the agreed period after F&F has submitted the proposals. This does not apply to deviating agreements between F&F and the customer.

1.12 Copyrights and other property rights on the part of F&F

Unless otherwise agreed in writing, all rights (in particular copyrights, design rights and model rights) shall remain with F&F. If a transfer of said rights to the customer has been agreed, this shall only take place after full payment of the agreed price.

1.13 Third-party property rights

The customer shall assume responsibility for ensuring that the execution of his order or contract for work and services in accordance with designs, models, drawings or samples etc. provided by him does not infringe the rights of third parties, in particular copyrights and trademark rights. rights of third parties, in particular copyrights and trademark rights, are not infringed.

1.14 Auxiliary persons and substitutes

Unless otherwise agreed, F&F reserves the right to call in auxiliary persons and/or substitutes to fulfill its contractual obligations.

2. special provisions for individual contract types

2.1 Contract for work

2.1.1 Transfer of risk

If the work is destroyed or damaged before handover, F&F shall only be liable if the damage occurs on F&F's premises or vehicles, or if the damage or destruction is attributable to F&F.

2.1.2 Cancellation, reduction and rectification

The customer's right to rescission, reduction and rectification shall only exist if F&F is at fault for the defect. The right to rectification shall take precedence. The purchaser shall only be entitled to the right of rescission and reduction if any work defects cannot be remedied in due time.

2.2 Purchase

2.2.1 Retention of title

The goods shall remain the property of F&F until the invoice has been paid in full. The customer agrees that F&F may use his details for the entry of the facts in the retention of title register. In the event of the resale of goods which are still the property of F&F, the customer assigns to F&F the claims and entitlements accruing to it as a result. Further claims for damages remain reserved.

2.2.2 Transfer of risk

The transfer of risk is determined in accordance with the statutory provisions (OR185).

3. rent

3.1 Delivery and return

Unless otherwise agreed, rented goods delivered by F&F shall be collected by F&F at the end of the agreed rental period. Rental goods that have been collected from F&F by the hirer or a third party commissioned by the hirer must also be returned to F&F.

3.2 Repair and cleaning

The goods provided by F&F must be returned in an undamaged and normally clean condition. Repairs of damage exceeding the extent of normal wear and tear shall be carried out at the usual hourly rate, plus material costs. Should F&F not be able to restore the contractual condition itself, the customer shall be invoiced for all costs of the external repair or, if this is not possible, for the new purchase. The latter shall also apply in the event of loss or destruction of the goods.

3.3 Cancellation costs

Unless otherwise agreed, F&F will charge any provision costs incurred up to 15 days before the delivery or collection date. Orders canceled at a later date or not picked up will be charged at full price.

General final provisions

Applicable law

Swiss law, in particular the Swiss Code of Obligations and Swiss regulations, in particular safety and environmental regulations, are applicable.