GENERAL TERMS AND CONDITIONS OF BUSINESS – SWITZERLAND
1.1. The following conditions apply to all offers, contracts and all other services provided by KFP Five Star Conference Service Swiss AG (hereinafter referred to as “KFP”)
1.2. The Client’s terms and conditions of business only become a component of the contract if they are acknowledged by KFP in writing.
1.3. With the acceptance of services from KFP, the Client accepts the exclusive validity of these General Terms and Conditions of business.
- Conclusion / Content of the Contract
2.1. Offers made by KFP are subject to confirmation.
2.2. As a rule, the contract becomes effective with the written confirmation of the order from KFP.
2.3. The content of the contract is based on the content of the confirmation of order. Supplementary agreements require the written form.
- Prices / Terms of Payment
3.1. The prices are those specified in the confirmation of order, which provides the basis for the contract.
3.2. Services that are not specified in the confirmation of order, but which are nevertheless provided at the Client’s request, will be invoiced to the Client in accordance with the respective valid KFP price list. This also applies to costs incurred by KFP as the result of the receipt of inaccurate details from the Client or transport delays for which KFP is not responsible.
3.3. KFP is entitled to advance payment of up to the total amount of the invoice.
3.4. Unless otherwise agreed in writing, invoices are due for payment 14 days after the invoice date.
3.5. The Client is entitled to offset only undisputed or legally determined claims against a claim placed by KFP.
3.6. In the case of longer rental periods, KFP is entitled to invoice its services to the Client on a weekly basis.
3.7. In the event of payment arrears, KFP is entitled to charge interest at the rate of eight percentage points above the respective basic interest rate.
This paragraph relates to events where KFP offers technical equipment and related services and/or support in the field of A / V media technology.
4.1. The rental period is calculated in days. Each started day is calculated as a full day.
4.2. KFP reserves the right to commission subcontractors for the fulfilment of the order.
4.3. The Client assures KFP to be the owner of the music, film and image rights used in any performed presentations or to have acquired corresponding licenses (e.g. GEMA, GEZ, software licenses, which are required for presentation). The Client is responsible for the content of presentations of any kind. The Client must indemnify KFP and compensate for expenses incurred in connection with claims regarding the content presented, infringement of property rights or the prosecution of such violations. The same applies to such protected music, film and image products handed over to KFP for the performance of the order.
4.4. The Client must permit employees of KFP to check the rental object at any time during the usual hours of business.
4.5. The Client is not permitted to remove the rental object from the location of use specified in the contract without prior written approval from KFP.
4.6. The trademark, the KFP or manufacturer’s identification number, and other forms of identification are to remain unaltered on the rental object. The Client is forbidden to add its own identifying mark to the rental object. This applies in particular to labels, stickers and paintwork.
4.7. The Client is obligated to inform KFP without delay of the end of the event.
4.8. KFP and its personnel supervisors are solely authorized to issue instructions to the personnel employed by KFP for the duration of the event. The Client will not issue any instructions to the personnel of KFP. The supervisor must always be available, as far as personnel is employed at the Client’s site
4.9. KFP undertakes to comply with its statutory obligations as an employer towards all employees employed under between Client and KFP disclosed contracts. In particular, KFP undertakes to comply with the health and safety laws and to discharge the statutory contributions to social security for its employees.
4.10. The use of the electrical and other technical equipment of KFP under the use of power and other power networks of the Client requires the prior consent of the Client. KFP is liable for any disruption or damage to the power grids and other technical equipment of the Client arising from the use of its equipment in accordance with these General Terms and Conditions.
4.11. Decoration material brought by KFP must comply with the fire police requirements. The Client is entitled to demand official proof for this. Due to possible damage, the installation or attachment of decoration or similar material must be coordinated in advance with the Client.
4.12. The use of pyrotechnics and fog machines is generally to be agreed with the Client and only allowed with the written consent of the Client.
- Rental Business
This paragraph concerns rental contracts (“dry hire”) under which KFP will provide the Client with technical equipment on a rental basis for an agreed period of time.
5.1. The rental period begins with the handover of the equipment, however, at the latest on the starting date specified in the rental contract.
5.2. The rental period is calculated in days. Each started day is calculated as a full day.
5.3. At the latest by the beginning of the rental period, the Client must provide KFP with the name of a contact person who must be accessible to KFP during the rental period.
5.4. The Client is obligated to check the rental object upon receipt for defects, completeness and operational readiness. With complaint-free receipt, the Client recognizes the rental object as defect-free and ready for operation as well as suitable for the agreed purpose of use.
5.5. The Client must permit employees of KFP to check the rental object at any time during the usual hours of business.
5.6. The rental period ends with the orderly return of the defect-free equipment, including all objects that accompanied the equipment at handover (accessories, operating manuals etc.), to KFP, but earliest at the end of the contractual rental period as stated in the agreed upon offer.
5.7. Unless a special agreement has been concluded to the contrary, KFP is not obliged to send or deliver the rented equipment to the Client’s desired place of use. The Client bears responsibility for the transport or shipping.
5.8. Should the Client wish KFP to forward the equipment, it will be transported at the cost and the risk of the Client. The risk is transferred to the Client as soon as the rental object leaves the KFP storage area, if the delivery is not made by the company KFP.
5.9. The Client carries responsibility for assuring that only trained personnel use the rental object and in accordance with the manufacturer’s operating instructions and/or instructions provided by KFP. The Client is obligated to maintain the rental object in good condition and to use it exclusively for its designed purpose. Packaging, operating manuals and accessories remain the property of KFP. All parts are to be handled with care and must be returned in complete and undamaged condition.
5.10. Errors, disruptions or damages that occur during the rental period on the rental object have to be announced immediately by Client to KFP. Client must wait for instructions from KFP. Un-authorized remedy of deficiencies are prohibited to the Client.
5.11. The Client is forbidden from passing on the rented object or further renting it to a third party without prior written approval from KFP.
5.12. The Client is not permitted to remove the rental object from the location of use specified in the rental contract without prior written approval from KFP.
5.13. The trademark, the KFP or manufacturer’s identification number, and other forms of identification are to remain unaltered on the rental object. The Client is forbidden from adding its own identifying mark to the rental object. This applies in particular to labels, stickers and paintwork.
5.14. The place of return for the rented objects is the place of business / warehouse of KFP. If damage is detected already on the return, these are recorded in a return protocol which must be signed by both contracting Parties. Insofar as in the individual case there is no consensus on the existence of damage or its origin, the different views of the contracting Parties must be included in the protocol. KFP reserves the right to make an in-depth check / functional check after return.
5.15. If the rented property is not rentable or useable due to circumstances for which the Client is responsible, in particular due to damage, prematurely necessitated maintenance work or due to the lack of return of accessories, the Client must owe compensation for use in the amount of the missed daily rent for each single day on which these rental objects are not available. The assertion of further compensation claims by KFP remains reserved. KFP undertakes in return to a dutiful minimization of damage.
5.16. The usage compensation stated in the previous section also applies if the rental object is not returned at the agreed time. The assertion of further compensation claims by KFP remains reserved. KFP undertakes in return to a dutiful minimization of damage.’
5.17. Should the return of the rental object involve shipping, this is only permissible with the prior consent of KFP. The Client carries the risk of the return shipment until delivery of the equipment to KFP. The returned equipment must be delivered to KFP free of charge and in original, shockproof transport packaging.
5.18. KFP is entitled to make the handover of the rented object conditional upon the payment of an appropriate security deposit, which serves as security against any future claim that may arise out of the contractual relationship.
- Cancellation of the Contract
6.1. The Client can cancel the contract in writing prior to the beginning of the rental-period / prior to the beginning of the event (hereinafter summarized as “beginning”).
6.2. Should the Client make use of this contractual right of cancellation, the Client is obligated to pay a cancellation fee to KFP. The cancellation fee is calculated as follows: If cancellation takes place 30 to 5 working days prior to the beginning, the due cancellation fee amounts to 30% of the total contract value. If cancellation takes place between 2 and 5 working days prior to the beginning, a cancellation fee of 50% of the total contract value is due. If the cancellation takes place on the day before or on the day of the beginning, a cancellation fee of 100% of the total contract value is due.
6.3. As far as the Client can provide evidence that KFP has incurred fewer costs, it is required to reimburse only the lesser amount.
6.4. KFP has the right to cancel the contract at any time if the Client commits a substantial breach of its obligations under these General Terms and Conditions of business or falls into payment arrears. Further, KFP is entitled to cancel the contract in the event that the Client’s financial circumstances significantly deteriorate.
7.1. Where the Client is not responsible for occurring faults, it is entitled to either rectification of the defect or supplementary service, the choice being at the discretion of KFP. Further claims for compensation are excluded as far as the fault is not the result of intentional damage or gross negligence on behalf of KFP.
7.2. If KFP culpably fails to meet its obligations according to 7.1 and if the planned event cannot be conducted exclusively for this reason, the Client is entitled to provide the service itself or to engage a third party as a substitute. Necessary and reasonable costs associated with these measures will be carried by KFP within the scope of the maximum liability limits specified in paragraph 8.
7.3. A warranty claim against KFP is excluded to the extent that KFP was unable to provide its services in the foreseen manner because the Client failed to meet his obligation to cooperate and provide input. In such cases, the Client is obligated to reimburse any resulting costs and damages, especially any loss of profit incurred by KFP.
7.4. KFP guarantees to provide services on schedule and to the agreed quality only when the Client has fulfilled its contractual obligations, in particular those related to timely payment.
The liability of KFP is excluded regardless of the legal grounds, unless explicit provisions are made to the contrary in the following.
8.1. KFP is liable for any damage caused through intent or gross negligence by its legally authorised representatives or vicarious agents. KFP carries unlimited liability for culpable physical damage to life or health.
8.2. KFP is also liable in cases of negligence involving the substantial violation of a contractual obligation that jeopardises the purpose of the contract in whose fulfilment the Client may have specifically trusted. This liability is limited to compensation for damages that were typically foreseeable at the time of concluding the contract.
8.3. Except for the case of intent or gross negligence through leading employees and legally authorised representatives of KFP, or cases of physical harm or injury to life or health, liability for secondary damages, e.g. loss of profit, unrealised savings and immaterial damages are excluded as far as liability is not given in accordance with 8.1 or 8.2.
8.4. The preceding limitations of liability also apply to the legally authorised representatives and employees of KFP and in cases of tortious or pre-contractual liability.
8.5. In the case of any form of data loss (including in particular, but not limited to, audio and video data), the liability of KFP is limited to the compensation for costs that would normally be incurred to restore the data from an electronic backup assuming that regular and properly conducted backups of data have been implemented. The Client’s responsibility to carry out regular data back-ups in accordance with current technological standards remains unaltered.
8.6. Liability of KFP for damages under the Product Liability Act remains unaffected.
8.7. All Client liability claims against KFP become statute-barred within one year after coming into being and the Client becoming aware of the claim arising from circumstances caused by KFP, or of which they would have become aware had it not been for gross negligence. This does not apply to the claims specified in paragraphs 8.1 and 8.6.
8.8. The Client is liable for all material and personal damages including any subsequent damage for which the Client, its employees or any other third party is culpably responsible. It is also liable for any loss of equipment, which is used for the realization and for the duration of the contract. The duration of the event / the rental period is specified in the signed offer under paragraph 4 / paragraph 5 of these Terms and Conditions of business
- Copyright / Right of use
9.1. Should KFP provide the Client with various graphic reproductions and contents such as renderings or seating plans (collectively called “content’), this content is in principle subject to the Copyright Act and the copyright on this content necessarily remains with KFP.
9.2. KFP transfers the right of use for this content to the Client limited to the term of the contract. After expiration of the contract, no matter for what reason, the right of use expires and the further use of the content is prohibited on all media.
9.3. Any obligation to prove that the content that has been used is the property of the Client is the responsibility of the Client.
- Assignment, Transfer
KFP is not permitted to assign or transfer the rights and obligations arising from the contract to a third party without prior written agreement from the Client. An exception here is the assignment or transfer to an associated company.
- Distraint / Pledging
11.1. The Client may not pledge any rented object of KFP or assign it as security to a third party.
11.2. Should a third party take possession of the rented object, on whatever grounds, the Client is obligated to inform KFP per telephone or fax without delay. In the case of distraint, the Bailiff’s protocol must be forwarded to KFP immediately. Contravention of this provision is grounds for KFP to claim compensation for damages.
- Force Majeure
KFP carries no liability in the case of a Force Majeure event that causes significant difficulty for the provision of services, temporarily impedes the orderly implementation of the contract or makes it impossible. Force Majeure events are classified as circumstances beyond the influence or control of the contractual parties, such as natural catastrophes, war and other military conflicts, demonstrations, acts of terrorism, distraint, embargo and other grave circumstances that are unforeseeable, of no fault of the Parties and occur after conclusion of the contract. The Client must reimburse all partial services rendered up to the entry of the Force Majeure Event.
Once it is established that the Force Majeure event lasts more than six months, each party is entitled to terminate the contract in writing.
13.1. KFP is obligated to take out insurance against damages that may occur to the Client’s property or customers through the fault of its employees in the course of fulfilling its contractual obligations. The insurance policy to be concluded by KFP must have a fixed liability coverage of CHF 3,000,000. — for personal and property damage.
13.2. The Client is obligated to provide insurance within the scope of his own liability insurance for any damage caused by the Client or third parties contracted by Client that occurs to KFP’s property in connection with fulfilling the contract.
- Final Provisions
14.1. There are no verbal supplementary agreements to this contract. Alterations and supplementary provisions to the contract must be made in writing
14.2. The place of fulfilment is Glattbrugg, Switzerland. The place of jurisdiction is also Glattbrugg, Switzerland.
14.3. Should one of the above provisions be or become invalid, this does not imply that the entire Terms and Conditions of business are invalid. The invalid provision should be replaced by one that is valid and equivalent to the intention of the Parties at the time of concluding the contract.
14.4. The contract is governed by the laws of the Swiss Federation. The applicability of the United Nations Convention on Contracts for the International Sale of Goods, as well as all possible conflict of law provisions is excluded.