The present General Terms of Sale (“GTS”) shall apply between VAB International GmbH, CH–270.4.002.754-0, located in Basel, Switzerland, (“VAB”) and clients (“CLIENT”) who benefit from the services provided by VAB. These GTS form an integral part of the offer (“OFFER”) submitted by VAB to the CLIENT, as well as the contractual agreement (“AGREEMENT”) between VAB and the CLIENT. Any term which differs from the present GTS shall require the express written consent of VAB. Should any of provisions of these GTS be partially or entirely invalid or become invalid in the future, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by another provision which comes as close as possible to the economic purpose pursued by the parties to the AGREEMENT. The same applies in the case of a gap in the AGREEMENT. VAB expressly reserves the right to appoint third parties to provide its SERVICES. Only the German version of these GTS is legally binding.
The subject matter of these GTS is the provision of services as defined in the OFFER or the AGREEMENT by VAB (“MANDATE”). In the event of any transfer of funds from the CLIENT to VAB made without returning the OFFER or the signed AGREEMENT, the OFFER shall be deemed to have been accepted and the AGREEMENT entered into. VAB is not restricted in performing the MANDATE. Under the MANDATE, VAB strives to satisfy the clients’ wishes as far as possible. SERVICES (briefly described by the term “EVENT”) offered by VAB include but are not limited to : advice, reserving and organizing accommodation (hotels, apartments, houses, etc.), event/meeting & catering management (including related services such as photography, decoration, technical assistance, etc.), supply of personnel (hostesses, staff, security, etc.), driver services as well as other transportation options, individual or group business (congresses, seminars, trade shows, incentive events, etc.) or travel arrangements (tour operating, excluding ticketing arrangements), concierge services for VIPs and celebrities.
3. Costs of Mandate
For each MANDATE, the following costs shall be charged for by VAB:
External Services: Services provided by third parties according to invoice (e.g. venue rental, hotel services, catering, driver services, decoration, light and sound, hostesses).
VAB Services: Work carried out in connection with the SERVICES provided by VAB (e.g. advice, reservations, organization). The cost of VAB services is assessed individually, taking into account all the work performed and the complexity of the MANDATE.
Additional Services: Services which are not mentioned in the OFFER or the AGREEMENT (e.g. rental of venue or additional decoration, additional catering orders).
4. Payment Terms
VAB issues invoices on the following basis:
Down payment: Partial payment of the costs of the MANDATE. The invoice shall be issued after the acceptance of the OFFER.
Final statement: Payment of the remainder of costs of the MANDAT. Invoicing: prior to the EVENT, as the case may be (some outstanding amounts may be invoiced only after the EVENT).
Subsequent invoicing: Payment for Additional Services which become due after the final statement has been drawn up. Invoicing: at the end of the MANDATE. Depending on the type of MANDATE, VAB reserves the right to adapt the terms of payment to the circumstances (e.g. monthly installments, 100% down payment). All amounts are net, in Swiss francs and excluding VAT or other taxes. Payments shall be only accepted in Swiss francs. Any exchange or banking fees are to be paid by the CLIENT. Unless otherwise agreed, all invoices are payable within 14 days of the date of the invoice. CLIENTS who fail to settle an invoice within the prescribed time shall be given formal notice by VAB by written reminder. Should a CLIENT not meet the payment deadlines, VAB reserves the right to withdraw from the MANDATE. Any service which has not been contractually agreed upon and has not formed the subject of an AGREEMENT with VAB (e.g. Additional Services provided by third parties, such as mini-bars, laundry services, wellness and pay-television in hotels, particular wishes relating to catering) shall be paid directly to the third party by the CLIENT. If a third party is not entitled to such direct payment, VAB reserves the right to charge the CLIENT for the amount, subject to additional processing fees of CHF 250.00 to 500.00. VAB accepts payments made by bank transfer, in cash and by credit card. VAB provides a secure online credit card payment system. Payments by credit card are only authorized subject to a separate agreement being concluded between VAB and the CLIENT.
5. Cancellation, Termination, Untimeliness
Either party may cancel or terminate the MANDATE at any time by giving written notice (requiring acknowledgement of receipt by VAB to be valid. If the cancellation or termination is initiated by VAB, proof that it was sent is sufficient). If the termination is initiated by the CLIENT and depending on the timing thereof, the latter shall make the following payments: If the termination takes place,
a. between acceptance of the OFFER and the conclusion of the AGREEMENT, a lump sum of CHF 500.00 is due;
b. between the conclusion of the AGREEMENT and the due date of the down payment, payment for VAB Services is due;
c. between the due date of the down payment and 90 days before the EVENT, 60% of the External Services and the entire VAB services are due. If the termination takes place between the 90th day preceding the EVENT and the end of the EVENT, it shall be considered as untimely. In this case, payment for the External Services, VAB Services, as well as any Additional Services is due. Even if one (or more) of the contractually agreed SERVICE(S) is not used, either entirely or partially (e.g. following a late arrival or an early departure), VAB shall invoice the total amount due for such SERVICES.
All claims for damages against VAB are excluded, except in the case of intentional act or gross negligence on the part of VAB. Any liability for indirect and consequential damage, as well as any liability regarding ancillary staff is expressly excluded. VAB shall not be held liable for any damage or loss caused by third parties or as a result of theft. Any claim submitted by the CLIENT shall be made in writing within 2 weeks of the end of the EVENT (requiring acknowledgement of receipt by VAB to be valid) and shall state the damage and its cause and the calculation of damages. VAB is entitled to offset recognized claims made by the CLIENT as outstanding claims.
7. Place of Performance, Jurisdiction and Applicable Law
The principle offices of VAB International GmbH located in Basel, Switzerland, shall be the place of performance. The exclusive place of jurisdiction for the settlement of all disputes is Basel. This does not exclude the right of VAB to sue or bring a lawsuit against the CLIENT in any other location provided for by law. Swiss substantive law shall apply excluding the United Nations Convention on the International Sale of Goods (CISG) and Swiss conflict-of-law rules.
8. Acceptance of the GTS
The present GTS are deemed to have been read and accepted upon signature of the AGREEMENT by VAB and the CLIENT. In the event of services being provided by third parties in connection with the MANDATE, the general terms of sale of such third parties are also applicable, even without the explicit consent of the CLIENT.