These General terms and conditions (GTC) govern the legal relationship between the customer and/or the general contractor (GC) on the one hand and Allgemeine Plakatgesellschaft AG (APG) on the other hand. The German original takes precedence over this English translation. Provisions and other GTCs that differ from those set forth herein shall be binding only if agreed in writing by both parties.
1. Contract types
These GTC govern:
1.1. short-term contracts with a billposting duration of less than one year. The billposting duration is usually limited to weeks, months or one season.
1.2. long-term contracts with a billposting duration of one year or longer.
2. Contracting party
2.1. The customer is the contracting party. The rights and obligations towards APG under this contract apply to the customer even if the customer is represented by an agency.
In contracts with a GC (cf. item 16) the general contractor is the customer and not the principal.
2.2. The transfer of rights from this contract to third parties, in particular the subleasing or transfer of advertising panels to third parties, is not permitted.
3. Finalization/non-fulfillment of contract
3.1. The contract is finalized
- for short-term contracts in accordance with item 1.1 with the written confirmation from APG, provided it is not rejected by the customer/GC in writing within 14 days of the date of issue. Offers tendered by APG are not legally binding.
- for long-term contracts in accordance with item 1.2 with the exchange of contracts, provided the customer/GC does not revoke them in writing within 14 days.
3.2. In the event or non-fulfillment or partial fulfillment of the contract on the part of the customer/GC, APG shall be entitled to issue a reminder (setting a new payment deadline) which, if unheeded, shall give APG the right to withdraw immediately from the contract. Reminder and new payment deadline shall not be required in the cases described in items 10.2, 12.2 and 14.4. In addition to the billposting price and any charges paid, the customer/GC shall owe APG payment for consequential damages incurred.
4. Scope of contract
4.1. The customer/GC shall produce the advertising media at his own expense and risk with no responsibility and no assistance from APG.
4.2. APG shall post the advertising media in accordance with the distribution plan (item 8) and billposting period (item 9).
4.3. For sports stadiums the contract does not cover matches involving the Swiss national teams, UEFA and FIFA matches, or other third-party events. For such events the customer/GC must rent the advertising panels with a separate contract. Failing this the advertising panels shall be overposted for the duration of the events.
5. Billposting rates/charges
5.1. The billposting charge is determined by APG rates in accordance with the sales documentation and the current price list. Prices are subject to change until written confirmation is issued (item 3.1 par. 1) or contracts are exchanged (item 3.1 par. 2).
5.2. The billposting rates for sports stadiums are subject to modification by APG during the validity of the contract if the home club is promoted or relegated to another league. The modification takes effect with the new season. In the event of APG and the customer/GC being unable to reach agreement within two months of the start of the new season, the contract will be deemed to have been terminated with effect from the start of the season, with no compensation due to either contracting party. Billposting costs and charges are owed up to the start of the new season.
5.3. The following are owed in addition to the billposting costs: stamp duties, costs incurred due to late delivery of advertising media, shipping expenses, transportation costs, costs of painting, electricity and repairs, costs for underlay sheets, if any, and costs for additional work, such as: posting add-ons or snipes, additional visual changes, special billposting work, etc., all plus VAT.
5.4 The billposting price for long-term contracts includes: 3 changes of visual per year, one visual change per year for tarpaulins.
5.5 The foreign-currency price stated in the quotation and in the order confirmation is only an indicative price. The price in Swiss francs indicated by APG serves as the basis for conversion into the selected foreign currency. The applicable exchange rate and the effective foreign-currency price payable by the customer shall be determined bindingly by APG on the date of invoicing.
6. Terms of payment
6.1. As a rule, invoices are issued after the posting of the advertising media. APG is entitled to demand payment in advance.
6.2. Invoices are due and payable in accordance with the payment date stated on the invoice.
6.3. In the event of delayed payment the customer/GC shall incur interest charges of 5%, calculated from the payment due date, without a reminder having been issued.
6.4. If a customer/GC with a long-term contract in accordance with item 1.2 defaults on intermediate payments, the entire amount invoiced for the full duration of the contract shall become due for payment immediately.
7. Terms of cancellation
The customer/GC may cancel the contract after its finalization (item 3.1), in writing, with the following financial consequences:
7.1. for short-term contracts in accordance with item 1.1 in percent of the contract amount:
- 10 to 8 weeks prior to commencement of billposting: 20%
- 7 to 6 weeks prior to commencement of billposting: 50%
- less than 5 weeks prior to commencement of billposting: 100%
7.2. for long-term contracts in accordance with item 1.2 in percent of the rental fee for one year:
- up to 12 weeks prior to commencement of billposting: 50%
- 11 to 5 weeks prior to commencement of billposting: 75%
- 4 weeks or less to commencement of billposting: 100%
7.3. Partial cancellations and rescheduling into subsequent periods are treated as cancellations.
8. Distribution plan/address list
The distribution plan and/or the address list shall name the envisaged communities and sites with the respective number of panels. They form an integral part of the contract.
9. Period of billposting
9.1. The period of billposting (commencement and duration of billposting) is specified in the confirmation (for short-term contracts in accordance with item 1.1) and in the contract (for long-term contracts in accordance with item 1.2). For long-term contracts billposting shall commence at the latest on the Monday following the commencement of the billposting period.
Note any possible exceptions due to holidays (see APG billposting calendar).
9.2. For seasonal resort locations billposting is limited to the duration of the season. This provision applies also for long-term contracts in accordance with item 1.2. The full billposting costs remain due for the entire period of billposting.
9.3. For long-term contracts in accordance with item 1.2 the period of billposting is automatically extended by the same duration, unless the contract is terminated in writing by one of the parties before the period of billposting has expired. The notice period is specified in the contract.
10. Delivery of advertising media
10.1. The customer/GC shall deliver the required advertising media (including those for a possible change of visual and replacement posters) to APG at the customer’s/GC’s expense and risk. The delivery will be made carriage paid to the address specified in the confirmation or the contract at least 10 working days prior to the campaign launch date.
10.2. A missing or unsuitable delivery shall not entitle the customer/GC to a change of the billposting period. Any damages thus incurred shall be borne exclusively by the customer/GC. Billposting costs and charges will be owed in full even if, under the given circumstances, the campaign was posted only partially or not at all.
10.3. The advertising media supplied are intended for one-time use only. Unless specified to the contrary, APG shall be entitled to dispose of any unused advertising media as it sees fit at the end of the campaign.
11. Format/quality of advertising media
11.1. Format and quality of the advertising media must conform to APG guidelines.
11.2. The following apply to posters:
- Dimensions and details must comply with the specifications in APG Posters: An easy matter.
- Standard Swiss formats are allowed. Other formats are allowed if this is agreed in writing in the confirmation or in the contract.
- The posters must be suitable for wet billposting or for integration in backlit units.
- Official regulations in some cantons prohibit text-only posters in black and white.
12. Content/design of advertising matter
12.1. The customer/GC shall be the sole party responsible for the content and design of the advertising matter. In particular, the customer/GC shall guarantee unrestricted compliance with legal regulations (federal, cantonal, communal), industry rules and these GTCs.
12.2. If the posting of an advertisement medium is partially or fully prohibited by decree or if a campaign cannot be implemented as agreed due to an intervention by the authorities, APG shall be entitled to refuse the execution of the contract without stating any further reasons and to withdraw from the contract without compensation. Billposting costs and charges shall still be owed in full. The customer/GC shall bear the cost of alterations to or of overposting the panels and shall be liable to APG for possible further damages.
13. Inspection/maintenance of advertising media
13.1. With the exception of gross negligence, APG is not liable for loss, theft, damage and soiling of advertising media.
13.2. The customer/GC may demand a joint inspection of non-compliant sites with APG during the billposting period.
13.3. APG shall maintain posters and tarpaulins for the campaign duration and replace damaged posters with replacement posters, with the exception of damage caused by force majeure or malicious acts by third parties.
The customer/GC shall provide the replacement posters required for maintenance purposes in a timely manner (item 10.1).
13.4. Defective paintings shall be remedied at the customer’s/GC’s expense. Surround panels in sports stadiums shall be repainted by the customer/GC prior to the beginning of the season.
14. Missing/insufficient advertising panels
14.1. In the event that APG is unable to fulfill the contract in full or appropriately
- due to an insufficient number of advertising panels (reduction of plant availability, concession-related constraints, prioritized political posters or other reasons beyond the control of APG)
- due to overposting
APG shall provide suitable alternative sites. The customer/GC shall not be entitled to a refund.
14.2. If no suitable alternative sites are available, APG reserves the right to reduce either the number of posting sites or the campaign duration. APG shall invoice only the work actually executed. The customer/GC shall not be entitled to a refund.
14.3. Temporary interruptions of service and occasional route changes by public transport companies do not entitle the customer/GC to a reduction of the invoiced amount or to refunds.
In the event of service disruptions of more than 30 days, the campaign duration shall either be extended free of charge by the respective number of lost days or the invoiced amount shall be reduced accordingly.
14.4. In the event that an advertising panel cannot be used at all or only with restrictions, after the advertising material has been posted, due to natural causes, malicious acts by third parties, etc., the customer shall still be liable for billposting costs and charges, without compensation.
15. Advertising statistics
15.1. During the course of a poster campaign APG will submit the information needed for the preparation of conventional advertising statistics to one or several specialized institutes. The customer/GC may obtain these statistics from the institutes at the customer’s/GC’s own expense.
15.2. APG and third parties (libraries, museums etc.) may publish the advertising media outside the scope of billposting to the extent that any commercial use is precluded. Neither the customer/GC nor the originator is entitled to compensation for such action.
16. General contractor (GC)
The following additional stipulations apply:
16.1. The GC provides a surety for the billposting costs and charges in the form of a guarantee from a major Swiss bank or a joint security with the principal or a third party approved by APG. APG may waive the surety in writing.
16.2. In its offers, contracts and accounts the GC shall invoice APG’s billposting costs and charges (item 5) to the principal without surcharges.
16.3. The GC is responsible to APG for compliance with these GTC. The GC shall impose compliance on the principal, if necessary.
16.4. Non-fuIfillment by the GC of the obligations stated in items 16.2 and 16.3 shall result in the total loss of the GC’s agency commission. APG reserves the right to claim further damages.
16.5. APG is entitled to contact the principal directly, without advising the GC.
17. Political advertising media
Political advertising media are subject to numerous directives of the responsible authorities. The customer/GC shall inform APG of advertising media that contain political messages. The following additional provisions shall apply to F4 format bookings (but not for formats F12, F12L, F24, F200L, F200LR) for political posters. Applicable law, concession owner or leaseholder terms and the directives of the responsible authorities will take precedence.
17.1. Political posters are posters that advertise for a political group, a party, a task force or committee, a working group/individual seeking election or seeking to solicit votes at the federal, cantonal, or communal levels. Political posters clearly identify or allude to a party, candidate, or list running for election (election advertising item 17.2) or refer to a specific motion or referendum or similar issue (initiative advertising item 17.3). So-called image advertising (for groups, parties, or concerns) does not fall within the category of political billposting. The additional provisions under item 17 do not apply.
17.2. Format F4 election advertising comprises campaigns with a billposting duration of 14 days. The customer/GC may book one or two campaigns, which shall begin two or four weeks before the election date. Leading up to an election date the campaigns shall be prioritized where possible versus commercial posters, provided a minimum order period of eight weeks before the election date (APG confirmation date) is observed. APG treats all candidates/parties/lists equally in the context of federal, cantonal or communal elections. For this purpose, APG reserves the right to reduce exposures without prior notice to the customer and without compensation.
17.3. Due to the non-plannable nature of the parameters involved (with respect to dates and advertising intensity) in initiative advertising with the F4 format, APG shall incur no obligation pursuant to item 17.2. APG does, however, accept the obligation to apply objective criteria to all billposting orders, regardless of the content of the posters (subject to item 12). In all cases, rulings of the responsible authorities shall apply.
17.4. Political posters shall state the originating party or organization to the extent required by law. APG always requires the disclosure of the party or organization and the identity of the author.
18. Privacy/Mass e-mail advertising
18.1. APG shall treat the files it receives from the customer/GC in a confidential manner.
18.2. APG shall send e-mails to the customer/GC containing news and adjustments regarding products, services, etc. (newsletter or similar). The customer/GC can instruct APG to discontinue such communication at any time (Art. 3 lit. o UWG).
19. Final provisions
19.1. APG reserves the right to change these GTC at any time.
19.2. All legal relations between the customer/GC and APG shall be governed by Swiss law.
19.3. The exclusive legal venue for all types of proceedings and debt collection, the latter only for customers/GCs domiciled outside Switzerland (Art. 50 para. 2 SchKG), shall be the domicile of the APG branch office that issued the confirmation or signed the contract.
APG is entitled to file an action against the customer/GC with the competent court at the customer’s/GC’s domicile or any other competent court.