General Terms and Conditions

As of 07 / 2025

GENERAL INFORMATION

The following terms and conditions of business and delivery apply to every order and delivery made by OOH AG (hereinafter referred to as the Supplier). Other terms and conditions are only binding for us, the Supplier, if they have been set out in writing and accepted. Automatically generated offers are subject to change without notice in terms of price and delivery.

By placing an order, the customer accepts the supplier's terms and conditions of sale and delivery as binding.

The terms and conditions of sale and delivery listed below supersede any previous terms and conditions.

DELIVERY TERMS

For large orders, the supplier reserves the right to deliver up to 10% more or less than the quantity ordered.

Data processing, sketches, drafts, test prints, samples, proofs, film production costs, and communication expenses may be invoiced before completion of the order in the event of delays for which OOH AG is not responsible.

For the sake of simplicity, delivery may be made in partial quantities. The agreed delivery time will be adhered to as far as possible, but claims for damages due to late delivery are excluded unless the supplier is at fault (e.g., due to strikes, war, lockouts, official orders, material shortages, operational disruptions, etc., even if these occur at the supplier's or its subcontractors' premises). Unforeseen obstacles for which the supplier is not responsible release the supplier from its delivery obligation. The supplier is not liable for any direct or indirect damage resulting from this. In this case, the supplier undertakes to inform the customer immediately of the unavailability of the service and to reimburse any consideration already paid without delay.

The use of the products is the responsibility of the customer; the supplier is not liable for any consequential damages that may arise from this.

Deliveries are deemed to be ex works, unless otherwise agreed. Shipping is at the expense of the customer. From the time the goods are handed over to the carrier, railway, parcel service, or other transport agent, shipping is at the risk of the customer. Unless the customer gives specific instructions, the supplier is not obligated to use the fastest or cheapest shipping method. Transport insurance shall only be taken out by the supplier on the express instructions and at the expense of the customer.

The delivered goods remain the property of the supplier until full payment has been made.

There shall be no change in the obligation to accept and pay for the goods even if the goods have been delayed or stored due to traffic disruptions of any kind.

If the customer is in arrears with payment without being entitled to refuse performance, the supplier shall be entitled to refrain from further delivery and to claim damages for non-performance.

The delivery dates confirmed by the supplier are dispatch dates. If no delivery date has been agreed, but rather a delivery period measured according to specific time periods, this period shall commence on the date of dispatch of the order confirmation, but not before receipt of an agreed down payment or necessary information from the customer, and shall end on the date on which the goods leave the factory or are stored due to impossibility of dispatch. The delivery period shall be interrupted if samples or proofs are sent to the customer for review. The interruption shall begin on the day the sample or proof is dispatched and end on the day the supplier receives notification of the result of the review by the customer. If, after confirmation of the order by the customer, changes to the originally agreed scope of services are communicated, a new delivery date shall be set if this changes the production time, or, if the delivery time has been agreed in time units, the delivery time shall recommence upon dispatch of the confirmation of the changes to be made by the supplier. In the event of significant changes to the scope of services, the supplier reserves the right to charge for the additional work involved.

Deliveries shall be packaged in an ecologically and economically sensible manner. Well-preserved packaging shall be reused for ecological reasons.

Print data / templates

The reproducible documents for creating the desired product must be available no later than 5 working days after the order process or within the agreed deadline. The delivery time may be extended in the event of a delay in delivery. If, despite reminders, the templates are not received on time or are incorrectly prepared / of poor quality, the supplier may withdraw from the transaction.

Defects / Complaints

Delivered goods must be inspected immediately upon receipt. Complaints must be reported to the supplier in writing no later than 2 days after receipt of the goods. Later complaints cannot be accepted. Unless otherwise agreed, goods that are rightly rejected must be returned to the supplier. Replacement can only be requested if stocks are still available. If subsequent performance fails, the customer reserves the right to reduce the price or, at its discretion, to withdraw from the contract. Further claims, in particular claims for damages, are excluded.

For technical, material, or weather-related reasons, minor deviations in format (length, width), color, weight, etc. are unavoidable and must therefore be reserved (e.g., due to warping, shrinkage, or fiber composition).

The supplier shall only be liable for light fastness, variability and deviations in color, as well as the quality of lamination, varnishing, impregnation, etc., to the extent that defects in materials were apparent during proper inspection prior to use. These deviations may occur even when using the same material for a print consisting of several individual parts, as well as when comparing initial and subsequent prints.

Assembly

Assembly shall be carried out carefully and by skilled personnel to the best of their knowledge and belief. The supplier shall only be liable for damage resulting from the assembly of advertising products in cases of gross negligence. The client undertakes to have the object ready on time at the time of installation, to adjust the traffic situation if necessary, to obtain any necessary permits, and to provide the supplier with all necessary information in advance. Financial expenses incurred in rectifying these situations shall be charged in full to the client. The client is responsible for insuring the object accordingly.

Postponements of installation due to force majeure, bad weather/temperatures, or external influences beyond our control are permissible. If installation cannot be carried out on schedule, the customer will be informed of the circumstances as soon as possible and a new installation date will be proposed.

The supplier does not provide any guarantee in the event of storm damage (wind speeds of 80 km/h or more) or damage caused by force majeure.

In the event of confiscation or dismantling of advertising media and their advertising equipment for legal reasons (copyright, competition, public law reasons) for which the client is responsible, the client shall pay the full price. Any additional costs incurred shall be borne by the client.

TERMS OF PAYMENT

The invoice will be sent within a few days after delivery of the goods or partial delivery.

In all cases, the VAT rate applicable at the time of delivery will be charged on the invoice. This does not apply to deliveries abroad with clients based abroad.

The customer may only offset their own claims if their counterclaims have been legally established, are undisputed, or have been recognized by OOH AG.

Existing customers can be activated as regular customers by OOH AG's customer service department and, upon request, receive goods on account. These invoices are payable within 30 days net. The supplier reserves the right to reset this status to payment by credit card or prepayment.

For larger orders or new customers, prepayments or partial payments are to be made by agreement, usually 50% upon placing the order and 50% after delivery.

If payment deadlines are exceeded, interest on arrears of 5% p.a. will be charged. The client shall be in default without the need for a reminder at the latest on the 30th day after the invoice date. If higher damages have been incurred, OOH AG shall be entitled to claim these. OOH AG shall be entitled to remove the advertising medium and advertising installation immediately without further reminder, setting a grace period of 5 days.

If the client defaults on a payment, the supplier is entitled to demand immediate payment of all outstanding invoices, including those not yet due. Upon default, the client assigns all claims (against end customers/insurance companies or third parties) in the amount of the corresponding invoice amounts to the supplier. The supplier accepts the assignment and is authorized to collect the claim in the event of default by the customer. The customer is obliged to provide the supplier with the necessary evidence, documents, and information for this purpose. In addition, the supplier has the right to suspend further work on the customer's current orders.

COPYRIGHT AND ADMINISTRATIVE OBLIGATIONS

The client is solely responsible for checking the reproduction rights for all print templates, insofar as the print templates were provided by the client. The client undertakes to indemnify the supplier against all third-party claims, insofar as these copyright claims are asserted against the supplier on the basis of print templates provided by the client. The supplier retains the copyright and the right to reproduce in any process and for any purpose its own sketches, drafts, test prints, samples, proofs, originals, films, and the like. The supplier must expressly agree to any other arrangement in writing.

Templates, films, raw materials, printing plates, montages, and other items intended for reuse remain the property of the supplier.

Reproducible print data is generally stored for one year. For reprints two weeks or more after production, data transfers are due again. If print data is to be deleted after use, the customer must expressly note this.

The items described above, insofar as they are provided by the customer, will be treated with care until the delivery date. The supplier is only liable for damage in cases of intent and gross negligence.

The copyrights to designs and drafts produced by OOH AG remain with OOH AG and may only be reproduced and used with the appropriate permission.

If the above-mentioned items are to be insured, the client must arrange the insurance himself.

Cancellation

In the event of cancellation after order confirmation, the order amount shall be due as follows: for cancellations up to one month before the agreed date of service provision: 100% of the order amount. For cancellations more than one month before the agreed date of service provision, 50% of the order amount shall be invoiced. Items that have already been produced will be invoiced at 100% in all cases.

Cancellations must be made in writing.

The date of the postmark or the date of the order confirmation shall apply for the purposes of determining timeliness.

OTHER PROVISIONS

Verbal agreements must be confirmed in writing to be binding.

In the case of orders placed through the supplier's sales representatives or customer advisors, the supplier reserves the right to accept or reject these orders only in modified form.

Orders placed by the customer, as well as subsequent changes thereto, should be made in writing wherever possible. The supplier accepts no liability for the correct execution of orders/changes placed verbally.

The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship, including document and bill of exchange proceedings, is the supplier's registered office.

Should one or more provisions of these terms and conditions of sale and delivery be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced retroactively by a provision that is as close as possible in content to the intended purpose of the invalid provision.

Swiss law shall apply.