General terms and conditions of business for ads and special types of insertions in newspapers and magazines of Ringier AG (valid from 1 december 2010)
1. Scope of application
These general terms and conditions of business ("Business Terms") govern the contractual relationships between the advertiser or the advertising agent it contracts (if the agent is acting in its own name and for its own account) (hereinafter referred to as "Customer") and Ringier AG (hereinafter referred to as "Publisher"). The Business Terms cover ads in one of the Publisher's magazines or newspapers and corresponding special types of insertions such as inserts, onserts tip-ins, product samples, etc. ("Ads"). The Customer hereby explicitly consents to the Publisher also disseminating the ads using online services.
2. Publication of ads
2.1. Ad arrangement, modification or cancellation
We ask that ad arrangement, modification or cancellation be made in writing. Ads can be modified and cancelled up to the deadline for ad submission at no cost. Any costs for material already printed will be billed. Reproduction and lithographic material produced by the Printing Centre remains its property. The Publisher accepts no liability for errors arising from phoned-in information of any kind or from poor fax quality. The Publisher reserves the right to reject orders for ads based on ad content or the technical form of the ad.
2.2. Right of Publisher not to publish
The Publisher reserves the right to reject orders for ads without stating its reason for doing so.
2.3. Liability for ad content
The Customer bears sole responsibility for ad content. The Customer is responsible for any claims raised by third parties against the Publisher on any legal grounds (namely due to violation of personal rights, unfair competition, infringement of copyright, trademark or other protected rights, etc.) along with all associated legal and court costs.
The Customer is responsible for observing the valid legal provisions and guidelines of the Swiss advertising standards commission (Schweizerische Lauterkeitskommission). The Customer agrees to reimburse the Publisher for all costs including trial and legal costs incurred by the Publisher for counter-statements or other legal disputes based on an ad. The Publisher is entitled to acknowledge pleas it deems justified and bill expenses to the Customer.
If product samples are enclosed in a publication, the Customer is liable for any defects and to the Publisher and third parties for any damage or loss ensuing therefrom.
2.4. Deadlines/placements
The Publisher reserves the right in principle to change the date of publication and placement of an ad. Placement requests are taken into account where possible and placement guarantees are subject to additional fixed costs. The ad can remain unpublished or can be postponed without notice in the case of operational interruptions or disruptions from force majeure.
2.5. Ad design
Ads are marked as such by the Publisher, e.g. "Advertisement". Advertorials, i.e. ads presented in an editorial format, may not use the basic font, title and logo of the given publication. Orders for special types of advertising involving e.g. inserts, onserts or tip-ins, product samples, etc. are binding on the Publisher only after a sample of the ad has been submitted and approved.
2.6. Complaints
If ads are reproduced illegibly, incorrectly or incompletely in part or in full, the Customer is entitled to a payment reduction or a replacement ad costing the same as the ad about which the complaint is filed. Any further liability on the part of the Publisher is expressly excluded. Complaints must be made within 10 business days from the billing date.
3. Final agreements
Discount agreements for a period of 12 months can be made on a volume (turnover or quantity) defined by the Customer based on the valid rate scales. The rate scales of the given publication apply in each case. The discount always pertains to the value of the ad, not to costs for technical aspects or distribution. Classified ads in Glückspost are not covered by this provision. The scales of charges and discounts applied to those ads are the ones indicated in valid scales of charges.
3.1. Term
Final agreements (based on turnover or quantity) must be processed within 12 months after the contract is made. If the first ad appears by the 14th of a given month, the term ends at the end of the previous month the following year. If the first ad does not appear until the 15th or later of a given month, the term ends at the end of that same month the following year. Each final agreement is valid only for ads of a single Customer. The Publisher must be notified in writing of the desired final amount and the beginning of the term.
3.2. Group agreements
A joint discount for group enterprises can only be granted for identical terms and for enterprises for which a stake of more than 50% is controlled directly or indirectly by the same company. The term of a group agreement is one calendar year unless otherwise agreed.
3.3. Reimbursements/subsequent charges
If a higher final level was achieved during the term, the Customer is entitled to the corresponding discount. The difference is reimbursed to the Customer after the term is over. If the agreed quantity is not achieved, a corresponding charge is subsequently levied against the Customer's account according to the final/discount levels determined in the advertising documentation.
4. Base prices
The prices, additional costs and discounts in the advertising documentation are applied to all customers based on the Publisher's standard guidelines. In relation to their customers, advertising agents such as media and advertising agencies are obliged to comply with the Publisher's valid ad prices and conditions in their bids, contracts and bills. The Publisher reserves the right to modify ad prices; this modification also applies to current orders from the time it takes effect.
4.1. Consulting commission
A consulting commission is granted from the net bill for ad orders from advertising and media agencies entitled to a commission. Only agencies recognised by the Publisher are entitled to a commission.
The consulting commission amounts to 5% for ads in the daily papers "Blick" and "Blick am Abend" and in general for special insertions such as inserts, onserts and tip-ins, etc. in all publications. The Publisher grants a 15% consulting commission for ads in magazines and in "SonntagsBlick". A 10% consulting commission is granted for classified ads in Glückspost.
4.2. Annual sales premium
An annual sales premium on the net bill is granted to all direct Customers whose ad orders in a given year consist of at least three pages of advertisement in one or more of the Publisher's publications. No annual sales bonus is granted for classified ads in Glückspost.
The annual sales premium amounts to a maximum of 5% for ads in the daily papers "Blick" and "Blick am Abend" and in general for special insertions such as inserts, onserts and tip-ins, etc. in all publications. The Publisher grants a 15% annual sales premium for ads in magazines and in "SonntagsBlick".
4.3. Consulting commission and annual sales premium
The consulting commission and the annual sales premium are not cumulative. If payment conditions are not met, reimbursement is demanded of any consulting commission and annual sales premium paid out.
4.4. Value-added tax
Value-added tax is not included and will be added to all ad prices. If the bill is issued to a foreign company, Swiss value-added tax does not apply.
4.5. Payment period
The payment period is 30 days from the billing date. If legal means (debt-collection proceedings, legal action) are needed to obtain the payment, the Customer forfeits any claim to an agreed discount.
4.6. Advance payment
The Publisher is entitled at any time to demand payment in advance.
5. Miscellaneous
5.1. Changes to these General terms and conditions of business
Ringier AG reserves the right to change these General terms and conditions of business. Any said changes also enter into force immediately for current orders.
5.2. Saving printing data
The duty to keep printing material (ad copy) on file ends two months after the ad appears. Printing material is not returned.
5.3. Applicable law and legal venue
Swiss law applies to the contractual relationships between the Customer and the Publisher. Zofingen is the sole legal venue.
Ringier AG, December 2010
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