1. Scope

These General Terms and Conditions (GTC) are an integral part of the contract/order relationship between Artensis AG (Design & Production Prepress) and the client (customer). All graphic, design, layout, photography, and other such orders and consulting services provided to Artensis AG are subject to these General Terms and Conditions.

Any terms and conditions of the client that differ from these GTC shall only be valid if they have been expressly accepted in writing by Artensis AG. Declarations in text form transmitted via electronic media shall be deemed equivalent to written form.

 

2. Offers

Offers that do not specify a period of acceptance shall be binding for 30 days.

 

3. Electronic transmission of data

The client (customer) may transmit data to Artensis AG electronically. Artensis AG is not liable for the dispatch, transmission, or receipt of the data or for any damage resulting therefrom. If an order is automatically deleted by Artensis AG's IT system (e.g., spam filters and other security measures), the client (customer) will not be notified. Artensis AG may take systems offline for justified reasons without notifying the client (customer) (e.g., in the event of suspected viruses, third-party interference, etc.).

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4. Order confirmation and contract/order placement

The contract is concluded upon receipt of the offer countersigned by the client (customer) or the electronic offer confirmation or the countersigned or electronic order confirmation by Artensis AG.

An order can also be placed via an electronic workflow system, by email or by telephone and is considered a contract for work and services between Artensis AG and the client (customer).
 

5. Contract/subsequent changes

The work of Artensis AG (work) is, subject to these GTC, conclusively listed in the order confirmation and/or in the offer (including attachments). Subsequent additional orders or changes to the order by the client (customer) do not require additional written confirmation from Artensis AG.

 

6. Prices

All prices are exclusive of VAT. Prices are subject to any adjustments that may occur between the offer and completion of the work. The client (customer) undertakes to pay the corresponding additional costs (i.e., material costs, labor, etc.) in full in addition to the originally agreed price. The price adjustment resulting from the change does not entitle the client (customer) to withdraw from the contract.

Orders placed by the client (customer) without a prior quotation or price agreement are subject to the general price list of Artensi AG (Design & Production Prepress).

Price adjustments of up to 5% on the previous year's prices (in relation to inflation and other price-relevant changes) on flat rates and hourly rates are generally made without further notice at the start of the new calendar year.

 

7. Additional expenses

Additional expenses incurred by the client (customer) after conclusion of the contract (such as additional waiting times, template and manuscript editing or revision, additional processing of data carriers or text/image data, specimen copies for the client, as well as in the event of defective, missing or poorly reproducible documents, etc.) as well as author corrections (subsequent text changes, image changes, changes in layout and the like) are not included in the prices quoted and will be invoiced additionally without confirmation of change, subject to prior notice.
 

8. Invoicing

Unless otherwise agreed, Artensis AG shall invoice for services already rendered at its own discretion at the end of each month, upon completion of the project/order or at the end of a semester. Invoices must be checked by the client (customer) immediately upon receipt. The invoice amount shall be deemed accepted if the client (customer) does not object to it in writing and with justification within 8 days of receipt of the invoice. Artensis AG shall examine the objection and adjust the invoice if it considers the objection to be justified.

 

9. Terms of payment

Payment of the invoice amount must be made within 30 days of the invoice date, without any deductions. In the event of an entry in the retention of title register, the delivered work remains the property of Artensis AG until receipt of payment of the invoice amount, including the costs of registration. Artensis AG may demand payment guarantees and/or advance payments before and after conclusion of the contract.

After expiry of the respective payment period, the client (customer) shall be in default without reminder and shall owe Artensis AG default interest of 1.2% per month.

The client (customer) may not offset claims against Artensis AG with any counterclaims (set-off prohibition).

If orders require the commitment of large amounts of funds, either for materials and external work or because the order processing extends over more than two months, Artensis AG is entitled to demand advance payments to cover its expenses. The amount of the advance payments and their due dates shall be specified in the order confirmation.

 

10. Delivery periods

Firm delivery dates shall only apply if the data and items required for the creation of the work (image and text templates, manuscripts or data, approval for printing, graphic products, raw materials, approval for execution, etc.) (“data” and “items”) are received by Artensis AG at the agreed time. Agreed delivery periods begin upon conclusion of the contract (see section 5) and receipt of the data and items by Artensis AG and end upon completion of the work.

Exceeding the delivery date or failure to meet the delivery deadline for which Artensis AG is not at fault (e.g. operational disruptions caused by work stoppages or strikes, lockouts, power shortages, shortages of raw materials, delayed deliveries of materials, and all cases of force majeure) shall not entitle the client (customer) to withdraw from the contract or hold Artensis AG liable for any damage incurred.

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11. Place of performance

The place of performance for both parties is the location specified by the client (customer) for delivery.

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12. Benefits and risks

Regardless of any defects in the work, the benefits and risks of the work shall pass to the client (customer) upon delivery to the client (customer) at the place of performance.

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13. Delivered data and items

The data and items supplied by the client (customer) for the creation of the work remain the property of the client (customer). Artensis AG is not obliged to check material supplied by the client (customer). Artensis AG is not liable for the accidental loss of data and items provided by the client (customer).

The working documents created by Artensis AG (photographs, data, typesetting, montages, printing plates, sketches, samples, etc.) (“working documents”) and tools (cutting dies, embossing plates, etc.) (“tools”) are the property of Artensis AG. There is no obligation to surrender working documents and tools, regardless of the costs incurred for their creation. Artensis AG has no obligation to the client to retain data and works of the client beyond the period of fulfillment of the order and work contract.

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14. Industry-standard tolerances

Industry-standard deviations in execution and material, in particular cutting accuracy, fidelity of reproduction, tone value, and quality of the print media (paper, cardboard, etc.), are reserved (e.g., ISO standards and viscom tolerances as per the supplements, available atwww.viscom.ch). Insofar as Artensis AG is subject to tolerances imposed by suppliers, these shall apply without further notice to the client (customer).

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15. Excess or short delivery

Excess or short deliveries of up to 10% of the quantity ordered – up to 20% in the case of custom-made materials – cannot be rejected. Subject to an agreed flat rate, the quantity actually delivered will be invoiced.

 

16. Notice of defects

The work of Artensis AG must be inspected upon delivery to the place of performance. Any complaints regarding quality and quantity must be made within 8 days of delivery by Artensis AG, otherwise the delivery shall be deemed accepted and the rights to claim for defects shall be forfeited.

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17. Rights in respect of defects

Artensis AG may, at its own discretion, remedy the defect in whole or in part by repair and/or replacement with goods of the same type that are free of defects, by rescission or by reduction. In the case of orders for data creation (design, redesign, etc.) and/or data changes, only the created or edited data set is explicitly affected by the rights to claim for defects and not the products created by third parties from these data sets (see also “20. Disclaimer”).

Further claims by the client (customer) are excluded.

 

18. Archiving/storage

The temporary storage of work documents, in particular semi-finished and finished products, is subject to a fee. Artensis AG is not obliged to archive delivered data and items, work documents, and tools. If the archiving of the delivered data and items, work documents, and tools is specifically agreed in the contract, archiving shall be at the risk of the client (customer).

 

19. Third-party rights

Upon conclusion of the contract, the client (customer) confirms that it has all necessary reproduction rights, distribution rights, trademark rights, etc. for copyright-protected works (image and text templates, samples, etc.). This also applies to stored archive data and its reuse. The client (customer) is liable for the protection of personal rights that may be affected by the work.

The client (customer) undertakes to defend Artensis AG against any claims for infringement of third-party rights (copyrights, trademark rights, personal rights, patent rights, trade secrets, etc.) insofar as these are asserted in connection with the creation of the work. The client (customer) shall reimburse Artensis AG for any damages and all other costs, expenses, or outlays incurred in defending against such claims.

 

20. Limitations of liability

Artensis AG accepts no liability for language, grammar, syntax, content errors, incompleteness, or legal violations in accordance with Section 19 in the data and items provided to Artensis AG.

Likewise, any liability is rejected if the data supplied cannot be processed or used in the standard manner and this results in qualitative defects in the work. Artensis AG accepts no liability for the loss of data from files supplied and to be further processed.

The client (customer) is obliged to check the control and test documents (files, proofs, press proofs, samples, packaging, copies, etc.) delivered to them before the final completion of the order for errors and to return them within the agreed period with their hand-signed approval for printing or approval for execution and any correction instructions.

Artensis AG shall not be liable for errors overlooked by the client (customer). Corrections and changes made by telephone must be confirmed in writing by the client (customer) within 24 hours, otherwise no legal effects can be derived from them. If the client (customer) waives the submission of control and test documents, they shall bear the risk.

In all other respects, the client (customer) may only assert claims for damages in cases of intent or gross negligence, provided that these were within the sphere of responsibility of Artensis AG. Artensis AG excludes both contractual and non-contractual liability for the conduct of its vicarious agents. The client (customer) may not assert any claims against Artensis AG for indirect or consequential damages. This exclusion of liability applies in particular to consequential costs incurred by processors not commissioned by Artensis AG itself (e.g., printing companies, etc.) due to overlooked errors, technical errors, or other errors in the use of data and other data processed, prepared, or otherwise handled by Artensis AG.

Even if Artensis AG directly commissions a further processor on behalf of the client, any liability for consequential costs is excluded if a “ready for print” approval has been issued by the client and the content corresponds to the approved “ready for print” within the tolerances customary in the industry, or if the client explicitly waives such a “ready for print” approval.
 

21. Applicable law/place of jurisdiction

The ordinary courts at the registered office of Artensis AG shall have jurisdiction over all disputes arising from the relationship between the client (customer) and Artensis AG. Swiss law shall apply.

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Terms and Conditions Version 1.0, valid from January 1, 2022