Brogleworks AG
Rotzenbühlstrasse 55
CH-8957 Spreitenbach
+41 43 211 54 00
box@brogleworks.com
AGB
1. Scope and Effectiveness
Effective January 1, 2024, all services provided by Brogleworks AG (hereinafter referred to as "Brogleworks"), including design, planning, creation, manufacturing, delivery, transport, assembly, disassembly and return transport of elements and building systems used for installations, exhibitions, interior designs and events, shall be exclusively governed by these General Terms and Conditions (GTC) as defined herein. In the event of discrepancies between an offer from Brogleworks and these GTC, the provisions of the offer shall take precedence.
2. Cost Estimates, Offers, Contract Formation, Liability
2.1 Offers from Brogleworks are valid for a period of 30 days from the date of the offer. Brogleworks is entitled to withdraw an offer not yet accepted at any time, if the timely implementation of the order can no longer be guaranteed due to necessary lead times.
2.2 An offer can be informally accepted by the customer, including verbal agreement. A legally binding contract between Brogleworks and the customer is established by the customer's acceptance of the offer. By accepting, the customer also acknowledges these GTC. Confirmation of the order by Brogleworks will be made in writing. Any discrepancies in the order confirmation must be communicated to Brogleworks immediately. Subsequent changes or cancellations of the order are excluded or may incur additional costs.
2.3 Offers from Brogleworks are intended exclusively for the
recipient.
2.4 Unless expressly stated otherwise, all prices quoted by Brogleworks are in Swiss Francs.
2.5 All taxes (including VAT), fees and other charges are to be borne by the customer.
2.6 If the customer does not exercise the contractually agreed right of use of the contract items (withdrawal), they remain obligated to pay the full contract price. This applies regardless of the reasons or timing of the withdrawal.
3. Payment Modalities, Deadlines, Delay in Payment
3.1 Unless otherwise agreed, 60% of the total sum agreed in the contract is to be paid upon placement of the order. The remaining 40% will be invoiced within 30 days after complete fulfillment of the order.
3.2 The obligation to perform is contingent upon the timely payment of the 60% deposit. Only if this payment is made on time will the agreed services be reserved for the customer. Should the payment not be made on time, Brogleworks reserves the right to dispose of the services otherwise, without owing compensation.
3.3 Payments are to be made via bank transfer. Brogleworks does not accept cash payments or cryptocurrencies. Brogleworks reserves the right to require specific methods of payment. The customer bears the additional costs due to these payment methods.
3.4 Delays in performance due to non-compliance with payment conditions by the customer are not the responsibility of Brogleworks.
3.5 After the expiration of the specified payment deadlines, the customer automatically falls into arrears. From this point on, interest on arrears at a rate of 6% becomes due.
3.6 In addition, the customer is to reimburse Brogleworks for all
costs associated with the collection of overdue receivables,
including attorneys' fees and court costs.
3.7 In case of payment delay, Brogleworks is entitled to stop all further services, to withdraw from the contract, to demand immediate return or collection of the provided services, to terminate all related contracts immediately and without further formalities, and to claim damages. Any advance payments, down payments, or partial payments made by the customer that exceed the claim for damages by Brogleworks shall be forfeited as a contractual penalty.
4. Confidentiality, Secrecy, Duty to Inform, Copyrights
4.1 The customer undertakes to treat all information and business secrets concerning the business relationship with Brogleworks as strictly confidential, even after the termination of the contractual relationship. This obligation extends to all corporate bodies, employees and
third parties involved. Offers, plans, creative work and the like are to be treated with particular confidentiality. In the event of a breach, Brogleworks is entitled to claim damages and has the right to terminate the contract immediately.
4.2 The customer is obliged to inform Brogleworks immediately and in writing of any seizure, retention, arrest or similar proceedings concerning the property of Brogleworks, as well as in the event of the opening of insolvency proceedings. Furthermore, the customer must inform the competent enforcement or insolvency office about the property rights of Brogleworks on the affected items.
4.3 All materials handed over by Brogleworks to the customer or lessee, including concepts, images, drawings, sketches, forms and layouts, are the copyright-protected property of Brogleworks.
4.4 The forwarding of these materials to third parties, the
production of copies or any other use is only permitted with the written consent of Brogleworks.
5. Scope of Services, Deadlines, Dates
5.1 The specific services and scope of Brogleworks' services are defined in the order confirmation. Additional services will be charged separately, either with the final invoice or in a separate invoice. Unless otherwise noted, the following services are excluded: assembly of the customer's exhibits, final cleaning, costs for forklifts and empty container storage, reconditioning and painting of customer materials from storage, security, disposal, as well as services related to the technical setup.
5.2 Dates for the provision of services, particularly for the
availability of the contractual items, are binding for Brogleworks only if they have been confirmed in writing. Compliance with these dates presupposes that the customer takes all necessary precautions in due time. If, for example, the customer does not obtain required permits in a timely manner, does not make agreed payments or does not provide necessary information promptly, this does not constitute a delay on Brogleworks' part. In such cases, the agreed
deadlines and dates will be extended accordingly.
6. Contract Items, Customer Obligations, Ownership
6.1 The customer is required to take good care of the contract
items provided by Brogleworks until their dismantling and return, to protect them from damage and theft and to ensure that they are not exposed to the elements.
6.2 By accepting the offer, the customer commits to obtaining newvalue insurance for all items taken over, covering damage and loss. The customer bears full responsibility for any damage or loss of the contract items until their return to Brogleworks, regardless of personal fault.
6.3 The customer is liable for wear and tear exceeding normal use and is not authorized to make any changes to the contract items. The customer will be held accountable for the costs incurred to restore the original condition.
6.4 Ownership of all rental furniture remains with Brogleworks or those third parties from whom Brogleworks acquired the items for transfer to the customer. The customer does not acquire ownership of these items unless they are expressly identified as items for purchase in the order confirmation. Even then, ownership remains with Brogleworks until full payment for the purchased items.
7. Warranty, Inspection, Defect Notification and Remediation
7.1 Brogleworks ensures that the contract items conform to the
agreed condition before handover.
7.2 The customer is obliged to inspect the contract items upon
handover or immediately after completion of assembly work by or on behalf of Brogleworks. This duty extends to all services provided by Brogleworks. Any deviations from the contract condition must be communicated immediately and in writing.
7.3 If the customer omits the immediate notification of defects or accepts the services without reservation, they are considered approved. Later complaints are excluded.
7.4 Brogleworks declines all warranty for hidden defects that only become apparent during use.
7.5 If defects are reported in a timely manner and acknowledged by Brogleworks, the rectification of defects will be carried out by Brogleworks. Brogleworks reserves the right to determine the method and means of remediation. The repaired or replaced items are again subject to the inspection and notification obligations.
8. Transportation, Risk Bearing, Control Regulations
8.1 Brogleworks is responsible for the transportation of the
contract items to and from the agreed location, either through its own staff or by contracting third parties.
8.2 The risk of loss, destruction or damage to the contract items is transferred to the customer upon handover. The responsibility for the contract items remains with the customer until they are returned to Brogleworks.
8.3 The customer is solely responsible for complying with all
relevant export, import, transit and control regulations and
formalities as per applicable laws.
8.4 Should Brogleworks transport additional items, such as customer materials or exhibition pieces, this will be done for an additional fee.
9. Storage, Recycling
9.1 At the customer's request, Brogleworks will handle existing and stored customer materials for a fee.
9.2 If the customer wishes to store materials after project
completion, this must be communicated in writing to Brogleworks at least three days before the project ends. If no notification is made, the materials will be recycled at the customer's expense.
9.3 Storage costs are billed to the customer every six months at the current rate per cubic or square meter. Handling costs for storage and retrieval are calculated based on effort and billed with the final invoice. The risk and liability for the stored materials remain continuously with the customer.
9.4 Storage of fabric graphics may result in visible residues.
10. Return of Contract Items
10.1 Brogleworks will inspect the contract items upon their return and notify the customer of any defects within a reasonable period. Should Brogleworks identify defects at a later stage that were not detectable during the initial inspection, Brogleworks reserves the right to report these defects to the customer subsequently.
10.2 Should Brogleworks continue to make the contract items
available after the end of the agreed usage period, whether at the customer's request or for other reasons, this does not grant the customer any extended rights, in particular, no claim to a prolonged or indefinite provision. In such a case, Brogleworks is entitled at any time to demand the return of the items and to collect them or have them collected. The customer bears the costs if the additional services provided by Brogleworks exceed the initially agreed scope.
11. Liability Exclusion - Limitation
11.1 To the extent legally permissible, Brogleworks disclaims any responsibility for property damage, personal injury or other types of damage incurred by the customer or third parties.
11.2 Brogleworks is not liable for any direct or indirect, actual or consequential damages, including but not limited to business interruption, lost profits, loss of use, loss of orders, property damage, and losses resulting from delays or interruptions in assembly, loss of contracts, consequential damages or third-party damages against the customer.
11.3 In particular, Brogleworks is not liable for damages resulting from: a) improper use of the contract items; b) faulty or incomplete instructions from the customer; c) failure to follow instructions from Brogleworks or due to the fault of the customer or third parties; d) actions of third parties, acts of God or external influences such as accidents; e) assembly of the contract items without Brogleworks or its authorized professionals.
11.4 Liability for omissions on the part of Brogleworks exists only in the case of proven intent or gross negligence.
11.5 Any potential claims for damages against Brogleworks are
limited to the amount of the contract price.
12. Fees, Work Permits, Surcharges, Empty Goods Storage,
Certificates
12.1 It is the customer's responsibility to obtain, at their own expense, all necessary licenses, intellectual property rights, concessions, permits and fees related to performances and other events, especially those from rights societies such as SUISA, as well as to make all corresponding clarifications.
12.2 The customer must also fulfill all administrative
requirements, especially regarding residence and work permits, if needed, at their own expense.
12.3 Local costs, such as accommodation and meals for events, are borne by the customer. Travel expenses are billed according to actual expenditure. Work performed at nights, on Sundays and on public holidays will be subject to a surcharge.
12.4 The organizer is required to provide a secure storage space for empty goods at the event location, the costs of which are to be borne by the customer.
12.5 The creation of RAMS documents and material or fire safety certificates is based on actual effort. Safety or fire protection requirements that arise during the project may lead to additional costs.
13. Force Majeure
13.1 In the event of unforeseeable acts of force majeure that make it difficult or impossible for Brogleworks to perform its services, such as war, natural disasters, strikes, shortages of energy or raw materials or pandemics, Brogleworks is entitled to delay delivery for the duration of the hindrance plus a reasonable start-up period or to withdraw from the unfulfilled part of the contract.
13.2 Events equivalent to force majeure include situations that significantly complicate or prevent delivery by Brogleworks, including but not limited to governmental orders, transportation delays, failure of transport means or supply shortages.
13.3 The customer is entitled to demand a statement from
Brogleworks as to whether delivery will take place within a
reasonable period. If Brogleworks allows the set deadline to pass without delivering, the customer can withdraw from the contract.
13.4 In the event that alien invaders bring down organized
civilization, the products created and the know-how acquired from Brogleworks may explicitly be passed on.
14. Miscellaneous Provisions
14.1 Productions are usually intended for one-time use only unless otherwise agreed.
14.2 Additional costs may be incurred for print data submitted
after the agreed date.
14.3 The customer is not authorized to assign their claims against Brogleworks to third parties.
14.4 Brogleworks may involve third parties in fulfilling its
obligations.
14.5 In the event of discrepancies between different language
versions of these GTC, the German version takes precedence.
14.6 Should any provision of these GTC be or become wholly or
partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision is to be replaced by a regulation that comes closest to the economic purpose of the original provision. The same applies in the event of a loophole.
14.7 Notifications are to be addressed to the following address: Brogleworks AG, Rotzenbühlstrasse 55, 8957 Spreitenbach, Switzerland
15. Place of Fulfillment, Jurisdiction
15.1 All legal relations between Brogleworks and the customer are subject to Swiss law, excluding international private law and state treaties.
15.2 For all disputes between the customer and Brogleworks, the ordinary courts at the seat of Brogleworks shall have exclusive jurisdiction. Cool, that you've made it this far; if you still wish to collaborate with us, we look forward to a successful partnership.
Spreitenbach, 1. Januar 2024
Brogleworks AG, Rotzenbühlstrasse 55, 8957 Spreitenbach