1. CONTRACTUAL SUBJECT
Galvano Events GmbH (hereinafter termed Galvano Events) specialises in the organisation of events of all kinds. The following General Terms and Conditions (GTC) govern the contractual relationships established between the contracting party and Galvano Events.
These GTC shall be applicable to all contractual agreements concluded between Galvano Events and the contracting party. The version that shall be valid at the time of contractual conclusion shall be deemed definitive. Any contractual agreements concluded by Galvano Events shall be based exclusively upon these GTC. Upon assignment of a project, the contracting party shall recognise that these GTC constitute the basis of the contractual relationship. Agreements concluded with contracting parties that do not contain these GTC in their entirety or that are not based upon them or that make reference to the Terms and Conditions of the contracting party shall not be adopted.
Price lists, brochures and literature that Galvano Events publishes on its Web site or elsewhere on the Internet constitute an invitation to submit a proposal. Any contractual agreements – irrespective of whether they are concluded verbally, in writing or by implication – shall assume validity solely upon being accorded written confirmation (by means of letter or e-mail) by Galvano Events. An absence of communication on the part of Galvano Events following proposal submission may, however, on no account be assumed to constitute contractual acceptance.
3.2 Cost estimates
Cost estimates prepared by Galvano Events (specific to the preceding briefing) shall be non-binding and, unless explicitly agreed otherwise, provided against payment. They shall not obligate Galvano Events to accept the project or to render the services detailed therein.
4. PROVISION OF SERVICES
4.1 Provision of services by sub-contractors
Galvano Events shall be entitled to enlist the services of suitable sub-contractors in order to discharge its contractual obligations, whereby Galvano Events shall, in such an instance, continue to assume liability for the contractual requirements of the contracting party along with the sub-contractor. Galvano Events shall not be obligated to inform the contracting party separately in the event that the services of a sub-contractor are enlisted, nor to provide details pertinent to that party. In the event that Galvano Events should enlist the services of such a third party in order to effect contractual fulfilment wholly or simply in part, no contractual relationship shall be established between this third party and the customer.
4.2 Provision of services by specific individuals
Insofar as the contracting party shall requisition the services of a specific individual in order to effect contractual performance, Galvano Events shall endeavour to enlist the services of the individual identified for purposes of such performance. Nevertheless, no obligation shall subsist in respect of performance by a specific individual or group of individuals unless the reverse shall have been explicitly asserted by Galvano Events.
5. WARRANTY AND COMPENSATION FOR DAMAGES
5.1 Notifications of defects
Any claims asserted against Galvano Events are to be notified to the Galvano Events employees managing the project at the site at which the services are rendered. Notification thereof shall not substantiate the recognition of any legal obligation whatsoever on the part of Galvano Events. In order to assume validity, any notification of defects must, furthermore, be intimated to Galvano Events within 48 hours by providing written notice thereof that shall be despatched by recorded delivery. Any such notification raised in a timely manner shall, nevertheless not entitle the contracting party to withhold the covenanted remuneration.
In the event that evidence of defects shall be produced by the contracting party, Galvano Events shall effect compensation either for the implementation of remedial measures or for the provision of an equivalent replacement that shall be supplied within an appropriate time-frame and that shall incur reasonable outlay. Should Galvano Events be unable to eliminate the defect or to provide an equivalent replacement within a suitable time-frame, the contracting party shall be entitled to demand compensation for the shortfall in value.
Defects and disruptions that are not attributable to Galvano Events shall be excluded from the warranty; such instances include force majeure, improper handling, interventions effected by the client or a third party, excessive utilisation or extreme environmental conditions.
5.2 Exemption from liability
Galvano Events shall bear no liability of any kind for financial loss, personal injury or material damage, as far as shall be legally permissible.
Compensation claims shall not be derived from any delay in delivery.
5.3. Limitation of liability
Die Haftung von Galvano Events ist jedoch in jedem Fall auf die Höhe der Auftragssumme, maximal jedoch auf einen Betrag von CHF 100'000.00 und auf den unmittelbaren Schaden begrenzt, soweit gesetzlich zulässig.
The contracting party shall have no recourse to contractual rescission or re-formulation consequent to error, including any error in calculation.
7. TERMS OF PRICING AND DELIVERY
7.1 Taxes and duties
Unless otherwise covenanted, the fees quoted by Galvano Events shall exclude taxes and duties.
7.2 Delayed performance by the contracting party
Fees levied by Galvano Events for contractual performance shall, without exception, remain consistent with the covenanted place and time of performance. Insofar as the contracting party shall be forced by circumstances – including those that shall not be attributable to that party – to effect location-specific or temporal changes, or in the event that further circumstances should set in that delay the rendering of services, Galvano Events shall be entitled to appropriately increase remuneration consistent with the circumstances cited. Insofar as additional and unforeseen expenses shall be incurred consequent to the circumstances cited, such expenses shall, similarly, be borne by the contracting party.
7.3 Effectiveness of payments remitted by the contracting party
Payments effected by the contracting party shall be remitted exclusively to the account identified by Galvano Events, cautionary advice concomitantly being proffered in respect of the risk of double payment. Payments remitted to employees or representatives of Galvano Events shall not be deemed to exonerate the contracting party.
7.4 Payment timelines
Fees shall be remitted in three tranches. While 50% of the fees shall be remitted to Galvano Events immediately following Galvano Events’ confirmation of the project, 30% shall be payable one week (seven days) prior to the commencement of the event. The remaining 20% shall be payable, without any deductions, immediately upon conclusion of the event or upon invoicing. In the event that payments shall fail to be remitted consistent with the stipulated timelines, the event organiser shall be entitled to withhold dispensation of services or to terminate the Agreement.
7.5 Exclusion of offsetting
The contracting party shall not be entitled to offset proprietary claims against claims asserted by Galvano Events within the parameters of the prevailing contractual relationship. The right held by Galvano Events in respect of offsetting proprietary claims against those of the contracting party shall remain unaffected thereby.
7.6 Additional commissioning
In the event that the contracting party should commission Galvano Events (verbally, in writing or by implication) to render further services within the parameters of the project assigned, such services are to be included in the final invoice specific to the principal project, and the fees thereof shall similarly be payable within the agreed timeline. Should the contracting party query the final invoice, that party shall be obligated to provide notification of any objections thereto within one week of its receipt, refraining from further objections specific to invoicing.
7.7 Cancellation of contracted projects
Cancellation effected by the contracting party prior to commencement of the activity in question shall be communicated to Galvano Events by letter or by e-mail, stating the reason for such cancellation. The contracting party shall incur specific costs pertinent to each instance of cancellation. These shall be invoiced as follows:
- Up to 60 days prior to the event: 50% of the covenanted fees
- Up to 30 days prior to the event: 75% of the covenanted fees
- Up to 10 days prior to the event: 100% of the covenanted fees
8. RIGHTS OF OWNERSHIP SPECIFIC TO MATERIALS PROVIDED
Insofar as Galvano Events shall make proprietary materials available for purposes of contractual performance, such materials shall incontrovertibly remain the property of that party. No rights of retention of any kind whatsoever shall accrue to the contracting party.
9. INTELLECTUAL PROPERTY RIGHTS
All event conceptualisation variants, blueprints, cost estimates, propositions, etc. shall be protected by copyright. Galvano Events shall be deemed the sole and exclusive originator and owner of all design variants, blueprints, documents, cost estimates, propositions, etc. Recommendations, propositions or further contributions provided by the contracting party in the course of event organisation shall not constitute a claim to shared copyright.
10. OBLIGATION OF LOYALTY
The contractual parties shall be obligated to exercise reciprocal loyalty. The contracting party shall refrain from soliciting and employing – also through third parties – employees engaged within Galvano Events who shall have worked on project implementation for the duration of the contractual term and for a further period of twelve months following its cessation. In the event that this stipulation shall be breached, the contracting party shall be obligated to pay a contractual penalty fee to Galvano Events that shall amount to CHF 10,000.00.
Payment of the contractual penalty shall not exonerate the contracting party from adhering to the non-solicitation clause. Furthermore, the right to enforce real claims shall remain reserved.
11. MODIFICATION OF THE GTC
Galvano Events reserves the right to modify these GTC at any time without accompanying substantiation. Such provisions shall not be deemed applicable to projects already assigned at the time of such modification.
12. SEVERABILITY CLAUSE
In the event that specific provisions within the Agreement concluded with the contracting party – including these GTC – shall be wholly or partially ineffective, the validity of the remaining provisions shall not be affected hereby. Should a provision be wholly or partially ineffective, the contracting party shall be obligated to accept a provision formulated by Galvano Events that shall be synchronous to the ineffective provision in legal and economic terms.
13. FINAL PROVISIONS
Swiss law shall apply to the exclusion of all other legal variants. The exclusive place of jurisdiction for all disputes directly or indirectly arising from this Agreement shall be Zurich. In the event that the offices or place of residence of contracting parties shall be sited abroad, Galvano Events reserves the discretionary right to elect to initiate legal proceedings at the location at which the contracting party’s office or place of domicile is sited.