GENERAL BUSINESS TERMS AND CONDITIONS OF IMAGEWELL, S.R.O.
I. BASIC PROVISIONS
1. These General Business Terms and Conditions (hereinafter only „GTC“) stipulate the mutual rights and obligations of the contracting parties as defined in a concluded advertising space rental agreement, works contract or confirmed order by and between IMAGEWELL, s.r.o. with registered office at Zochova 16, 811 03 Bratislava, Company ID: 35 787 929, registered in the Commercial Register at Bratislava I District Court, Section: Sro, File No. 21697/B as the contractor for work or the provider of the advertising space and a customer or advertiser. These GTC are an integral part of every rental agreement, works contract or order.
2. An advertising space rental agreement, works contract, order and order acceptance must be completed in writing or electronically. IMAGEWELL s.r.o. has the right to refuse to conclude an agreement in the form of an order without providing a reason.
3. By concluding an advertising space rental agreement, works contract or confirmed order, the advertiser also confirms that it is familiar with these General Business Terms and Conditions and has no objections to them. If the customer or advertiser objects to any provisions of these GTC, such objections must be applied in conjunction with the order or draft agreement; no other or subsequent objections will be considered. Requisite provisions of the Commercial Code apply to all rights and obligations explicitly stipulated in an agreement or these General Business Terms and Conditions; the Civil Code and other valid legal regulations in the Slovak Republic apply to advertising space rentals and contracts with consumers.
4. With respect to mail order sales of products or rendering services, if such products or rendered services are provided to individuals and are not use in employment, their occupation or business purposes, the customer is considered a consumer (hereinafter only „consumer“) pursuant to Act No. 108/2000 Coll. on Consumer Protection in Door-to-Door Sales as amended.
5. A contract concluded remotely is any such contract concluded between the contractor and consumer for mail order products or services rendered remotely exclusively using specific means of communication, i.e. email or over the phone.
II. RENTED SPACE, INSTALLATION AND REMOVAL OF VISUALS ON THE CONTRACTOR’S ADVERTISING SPACES
1. IMAGEWELL spol. s r.o. as the provider shall secure the rental of advertising spaces and the timely and complete installation (and removal) of visuals on such advertising space within the agreed deadlines.
2. The installation, removal and printing/production of advertising materials can only be completed by the provider for technical reasons and due to liability for any defects in the work. IMAGEWELL s.r.o. undertakes to complete delivery in a standard level of quality as is common for similar business transactions unless any other level of quality is agreed upon in a contact.
3. Any rental or subletting without the provider’s approval or any other form of providing advertising spaces to third parties outside of the agreements reached in the contract with the advertiser is explicitly forbidden.
4. IMAGEWELL s.r.o. cannot guarantee that competitive products will not be located on neighbouring advertising space.
5. The provider shall install (glue on) advertising materials within 5 calendar days from the start of a campaign; however, if the campaign includes the installation of additional items, the provider undertakes to install the materials and the additional items (mock ups) within 7 working days from the start of the advertising campaign at the latest. These conditions apply under the prerequisite that the materials needed to print the additional items will be delivered to the provider within 7 working days prior to the start of the advertising campaign at the latest and that the installation of these visuals will not be threatened by risky conditions (weather, force majeure, see Article IV (3)). In such case, the deadline for installing the advertising materials will be extended for the duration of such force majeure event or extraordinary weather conditions.
6. The provider will complete photo documentation of the installation to be sent to the advertiser’s registered office within 30 calendar days from the start of the advertising campaign.
7. The advertiser will cover all costs associated with atypical, creative and technical solutions that are outside the framework of a regular installation. Such atypical, creative and technical solutions must be precisely described (specified) in the order. If such atypical, creative or technical solution is not specified in an order, the advertiser cannot seek remedy or the removal of defective materials from the provider.
8. In such case the advertiser has the priority right to seek an extension of the rental term or confirm an extension of the rental term on the basis of a call from the provider within 1 month at the latest before the expiry of contract or order validity for the rented advertising space.
III. INSPECTION AND REMOVING DEFECTS IN ADVERTISING SPACES
1. The provider undertakes to remedy all discovered defects within 5 working days of such discovery and also undertakes to ensure light fixtures are repaired for illuminated spaces within 3 working days of any announcement or internal discovery of such defective lighting; however, these deadlines do not apply in the cases defined in Article IV (3).
IV. DELIVERY CONDITIONS, LIABILITY AND WARRANTY
1. The advertiser is liable for the quality of the materials delivered to the contractor for the purposes of printing the advertising materials as well as for all graphics and texts and their compliance with legal and ethical standards valid in the Slovak Republic. In this context, the advertiser is explicitly liable for respecting all requisite provisions of the Copyright Act, the Criminal Code, and the Advertising Regulation Act and for following the rights associated with protected trademarks, etc. If the advertiser breaches any provisions of the legal regulations cited above and a third party is successful against the contractor in applying any claims for damages, including compensation for damages, the advertiser undertakes to cover any such claims and penalties in full for the contractor. This agreement also applies in cases that extend beyond the framework of an ordinary installation (mock ups). IMAGEWELL, s.r.o. has the right to reject an order or cancel an accepted order if it has not been informed on the format and content of an advertisement and such advertisement is in dispute with the law and good morals.
2. If the advertising equipment used by the advertiser for advertising purposes is completely destroyed during the advertising campaign, the provider will immediately offer the advertiser additional space of similar value on which to install its advertisements and the advertiser in such case is obliged to respond to such a proposal in writing (or via fax) within 3 working days from receipt of such proposal. If the advertiser does not respond in such period, both contracting parties will consider such fact to be consent from the advertiser with the proposed replacement positioning of the advertising proposed by the contractor. Costs for any relocation of such space will be covered by the provider. If the contracting parties are unable to agree on a replacement, the advertiser will be refunded (so long as payment was made in advance) the amount corresponding to the unused rental charges for the rented space.
3. Damage to advertising equipment may occur for any of the following reasons: due to a force majeure event (force majeure for the purposes of such contracts is understood as a war, civil uprising, strike, accident, extreme weather, destruction or seizure of the rented space by state action, unforeseen events (e.g. natural disasters and acts of nature) and other similar events as well as damage caused by vandalism and third parties who have an influence over the ability of the parties to fulfil such agreements and orders and that are out of the control of the contracting parties (or for other objective reasons) (hereinafter only „unforeseen events“).
4. IMAGEWELL s.r.o. has no liability for any damages caused by unforeseen events and has no liability to provide compensation for such damages or for any lost profits. In such cases the provider undertakes to ensure timely repairs are completed at the provider’s cost as paid by the insurer up to a maximum of the awarded insurance benefits or to offer adequate replacement rental space to the advertiser.
5. If the provider’s permit to position advertising equipment is terminated prematurely for any reason or if the permit for positioning advertising equipment is suspended by requisite offices, involved organizations or other parties to a construction permitting process, the owners of the land or building on which the advertising equipment is installed or any premature termination of the provider’s right to dispose of the rented space, such fact automatically terminates any agreement between the advertiser and the provider or its affected sections. In such case the advertiser is authorized to seek compensation for damages from the provider as well as compensation for lost profits including damages applied against third parties. The provider in such cases undertakes to offer the advertiser adequate replacement rental space.
6. If a clear view of the given advertising space is directly or indirectly blocked by a long-term impediment during the rental term for the advertising space, such fact shall automatically terminate the rental agreement between the provider and the advertiser or the requisite portion thereof. The provider in such cases undertakes to offer the advertiser adequate replacement rental space. In such case the advertiser is authorized to seek compensation for damages from the provider as well as compensation for lost profits including damages applied against third parties. In the case of temporary, short-term obstructions blocking a clear view of the given advertising space, the provider is obliged to provide an aliquot deduction in terms of the agreed price of the rental.
V. PRODUCTION ON THE PROVIDER’S ADVERTISING SPACE AND WARRANTY PROVIDED ON ADVERTISING MATERIALS
1. Due to the special installation system IMAGEWELL, s.r.o. uses on advertising space, the contracting parties agree that all production activities, i.e. printing of the advertising visuals, will be completed in-house by IMAGEWELL, s.r.o., exclusively as the contractor on the basis of an order from the advertiser as the ordering party.
2. IMAGEWELL, s.r.o. as the contractor shall secure the timely and full production of all visuals pursuant to a works contract or order and within the agreed deadlines. Materials to be used to produce the visuals, i.e. to produce advertising sheets, must be delivered by the ordering party at least 14 days in advance of the agreed installation date. The contractor is the owner of delivered products until full payment of the agreed price and cannot be used by the ordering party for any purpose other than which has been agreed before payment in full is complete.
3. IMAGEWELL, s.r.o. provides a full warranty on the advertising material visuals with respect to exterior resistance (smog, dirt and fumes) as well as in terms of the accuracy and permanence of paint and colours, impregnation, rubber coating and other properties of the visuals; it provides a 3 year warranty on PVC banners and PVC self-adhesive materials; if recycled materials are used the warranty covers 3 months at a maximum.
4. The ordering party is aware that the contractor has the right to remove all advertising visuals without consulting with the ordering party if no interest is expressed within 1 month of the campaign’s completion regarding interest to install visuals (does not relate to visuals produced using PVC self-adhesive materials).
5. The ordering party is aware that no reflective or glare producing materials or colours can be used in printing visuals pursuant to valid regulations and the Roadway Safety Act.
6. The contracting parties have agreed that any materials or advertising visuals intended for placement on advertising space can only be completed using the contractor’s technical specifications.
7. The contracting parties have agreed that all delivered graphics materials to print or complete an individual order will meet the contractor’s technical specifications so that no changes or alterations will have to be made on such materials at all. If such materials are not produced or will not be produced in a manner compliant with the contractor’s technical specifications, the contractor is authorized to seek compensation for the work needed to complete or alter these materials from the advertiser up to the amount stipulated in the contractor’s price list. Technical specifications for the materials used to complete visuals are available on the contractor’s website at www.imagewell.eu or can be furnished by the contractor upon advertiser request.
VI. PAYMENT TERMS AND CONDITIONS
1. The contractor will issue an invoice and send it to the advertiser after delivery of the work and/or products. Invoice maturity is 14 days from the invoice issue date and the contractor will issue an invoice on the date the work/products are delivered to the ordering party or a contracted carrier. By providing consent to these GTC, the ordering party is aware and agrees with the invoice maturity defined above. All products remain the contractor’s property until payment is completed in full. All risks of damage to the products transfer to the ordering party on the date the products are received.
2. Invoicing for rental payments will be on a monthly basis unless the contracting parties agree otherwise and the invoice will be issued to the 1st calendar day of the given month with maturity of 14 days unless the contracting parties agree otherwise.
3. The contractor will send all invoices electronically. The advertiser agrees with electronic invoicing by providing an email address in the order or in the contract. Rental payments or the price for work or the purchase price for products are considered paid in full on the date the requisite amount is credited to the account of IMAGEWELL, s.r.o. If the advertiser, the ordering party or the purchaser is in delay, the given party is obliged to pay IMAGEWELL, s.r.o. interest for such delay pursuant to valid legal regulations along with the outstanding amount.
4. If the delay in payment of the rental payment for advertising equipment exceeds 30 or more calendar days past invoice maturity, the advertiser will pay daily interest from delay stipulated above along with a contractual fine of 7.5% of the total rent for the given month agreed for the given advertising campaign. The provisions regarding contractual fines in no way affect the provider’s right to seek compensation for damages. In addition, the provider in such case has the right to use such advertising space for the advertising campaign of another client or the right to move or remove all such involved advertising materials from such space.
5. In the event of any delay in the payment of the price and subsequent application of IMAGEWELL, s.r.o. receivables against the debtor, IMAGEWELL, s.r.o. is authorized to charge pursuant to Section 369c (1) of Act No. 513/1991 Coll. the Commercial Code and Section 2 of Government of the Slovak Republic Regulation No. 21/2013 Coll., which executes various provisions of the Commercial Code, and the debtor is obliged to pay IMAGEWELL, s.r.o. a lump sum amount as compensation for costs associated with the application of the receivable totalling €40 regardless of the length of such delay.
6. Costs for graphic designs including printing runs are to be billed separately and are not included in any specific price, unless stipulated in a separate line item in a price offer. The same applies for all special requests that exceed the standard framework for production and any changes compared to the delivered materials and will be billed subsequently on the basis of the actually incurred costs.
VII. RESERVING ADVERTISING SPACE, CANCELLING ORDERS TO RENT ADVERTISING SPACES
1. The tenant has the right to reserve advertising space. The selection of such spaces and requests for their reservation must be made by the advertiser to the provider in writing via fax or email after a price offer has been delivered by the provider. A condition to reserve advertising space is confirmed back from the provider. A reservation is valid for 5 working days. A reservation is automatically cancelled after this term expires. Any change in the reservation can only be made by the advertiser within the reservation term. Changes must be communicated to the provider in writing and must be confirmed by the provider. Sending an offer containing available spaces does not automatically reserve such spaces.7
2. An advertiser has the right at any time to cancel an order sent to the provider in writing (or via fax) under the following conditions:
a) If an ordered campaign is cancelled 1 month or more before the start of the ordered rental period or campaign without any cancellation fee.
b) If an ordered campaign is cancelled two weeks before the start of the ordered rental period or campaign, the advertiser is obliged to pay a cancellation fee equal to 50% of the agreed monthly rental payment.
c) If an ordered campaign is cancelled less than two weeks before the start of the ordered rental period or campaign, the advertiser is obliged to pay a cancellation fee equal to 100% of the agreed monthly rental payment.
d) The notice period for cancelling an on-going rental period or ordered campaign is three months and commences on the first day of the month following the month in which notice to the rental was delivered. During the period the provider will bill the advertiser the full amount of the rental payments.
3. If the advertiser is provided with special or seasonal discounts, the cancellation fee defined in Article VII (2) (c) herein applies when cancelling such a rental or ordered campaign.
4. Any claim to the cancellation fee lapses if the advertiser furnishes the provider with another advertiser as a replacement to rent the advertising space under the same conditions, or conditions more favourable to the provider so long as the provider grants the advertiser its explicit consent thereto and a new rental agreement is concluded with the new advertiser.
VIII. CONTRACTS WITH CONSUMERS, ORDERS, CANCELLING ORDERS TO COMPLETE WORK, FAILURE TO TAKE DELIVERY OF COMPLETED WORK.
1. A consumer orders products by filling in and sending an electronic order and paying the price specified for work or by sending a written order via email or the postal service. The fundamental details to be included in an electronic order are:
a. Identification of the consumer: for an individual, first and last name, residence, date of birth and contact information or business name, registered office, Company ID, Tax ID, VAT ID and contact details (phone and email address);
b. Description and specification of the ordered products or work, quantity, dimensions, etc.
c. Method of delivery (parcel delivery via Slovenska posta, a.s.) or receipt of the products or work and payment in cash upon delivery of the products or work;
d. Delivery address for the products (if not entered, it is assumed that the products will be delivered to the consumer’s registered office/residence);
e. First and last name of the individual authorized to take delivery of the products or work (if not entered, it is assumed that the consumer or any of its employees is authorized to take delivery of the products).
f. Email address and phone contact.
3. Any order that does not contain all of the details stipulated above is considered incomplete. The contractor in such case will attempt to contact the consumer and call on the consumer to remedy the insufficiencies in the electronic order or to specify details and supplement such an order. An electronic order is considered complete at the moment clarifying and/or additional information is added to the electronic order by the contractor. The contractor is not liable for any delay in delivery or for damages caused by the consumer’s failure to provide all required details and/or if the consumer incorrectly completed the registration form when completing an electronic order.
4. The contractor cannot deliver products or render services to the consumer that the consumer did not order.
5. Once an electronic order has been sent, the consumer will be sent a calculation of the price for the ordered work. After delivery of price confirmation from the consumer, the contractor will place the order into production. The contractor will not charge a cancellation fee in the event the consumer cancels the order before the contractor starts production of the order. If the consumer cancels an order during production, the cancellation fee is equal to the costs incurred to produce the work/product. If the consumer cancels an order to the producer after production, the cancellation fee is equal to 100% of the price for the work/product.
6. The contractor is obliged to comply with a consumer’s order within 30 days from delivery of a complete order pursuant to Article VIII (1) of these GTC unless the consumer decides otherwise.
7. If the contractor does not fulfil a contract as the ordered products cannot be delivered or the work cannot be completed, the contractor must immediately inform the consumer using the email address shown in the order and refund the sum paid for the products, if paid, within 15 days unless the contractor and consumer agree on alternative satisfaction of the order.
8. The consumer is obliged to pay the price for the work/product in one of the following manners: a) Cash on delivery, b) Advance payment made to the contractor’s account at UniCreditBank, a.s., account number: 1311458005/1111; the consumer’s name or order number must be added as a note to any such payment order. The contractor shall provide the consumer with a discount equal to the amount published on the contractor’s website for advance payment.
9. The consumer is not authorized to withdraw from a contract involving work completed pursuant to specific consumer specifications or for products specific to a single consumer or products that cannot be returned due to their intrinsic properties.
10. If the consumer unjustifiably refuses to take delivery of a parcel delivered by the post office or a courier service containing work ordered by and completed for the consumer based on the consumer’s specifications or if a parcel sent by the contractor to the consumer at the address shown in the order for such works will be returned as undeliverable for any reason, the consumer is obliged to pay the contractor the price for the work and the costs for delivering the work using the post office or a courier service as well as any charges for returning the parcel.
11. If it is clear that the products have been damaged during transport or if a parcel shows signs of damage upon delivery, the consumer is authorized to refuse to take delivery. In such case the consumer must state the reason for refusing to take delivery to the delivering party (in writing if possible) so that the reason for such refusal is clear; likewise the contractor must be notified of the reason for refusal to take delivery using the email address shown in Article IX (1) of these GTC within 24 hours of refusal to take delivery; refusal to take delivery will otherwise be considered unjustified with consequences stipulated in Article VIII (6) of these GTC.
12. The contractor reserves the right to cancel an order or part thereof if the materials used to complete the work are no longer produced or are not temporarily in stock to the levels needed to complete and deliver the work to the consumer in the deadlines stipulated in the GTC or if the price for the work changes significantly.
13. Delivered products are wrapped in a standard manner needed to store and protect the products during transport. The contractor will charge shipping and handling fees depending on the selected form of transport and delivery. Shipping and handling fees for delivery using Slovenska posta. a.s. and delivery using a courier service are defined using the price list for delivery service providers maintained and published on the contractor’s website.
14. The contractor will also charge shipping fees if the products are not successfully delivered at the agreed time and location to the consumer or if the contractor returns products to the consumer in the event of an unauthorized claim.
15. If the consumer does not take delivery of the products within the defined delivery term, the contractor may sell the ordered products to another interested party.
16. The warranty term for completed work is 24 months from receipt by the consumer. All risks associated with damage to products transfer to the consumer on the delivery receipt date. If defects in the work are discovered during the warranty term, the consumer can apply a claim using the procedure and at the locations shown in the warranty sheet delivered with the products; the products subject to such a claim and the original invoice for the products must be delivered when applying a warranty claim. If the warranty sheet does not specify where a claim must be notified, the consumer will apply any such claim to the contractor’s address shown in Article IX (1) of these GTC and deliver the products subject to such claim and the original invoice to this address; claims may also be applied via email sent to the email address shown in Article IX (1) of these GTC while the products subject to such claim and the original invoice must be delivered to the contractor within 7 days from sending such email at the latest. The date of a claim is the date on which the contractor is delivered the claim as well as the products subject to such claim and the original invoice pursuant to these GTC. Any claim to liability for defective products applicable in the warranty period lapses if not applied in the warranty period itself.
17. Pursuant to specific legal provisions, the contractor is obliged to provide the consumer with information along with any offered services regarding its business name and registered office, a description of all products and services, the prices for products and services, delivery conditions and costs for delivering products, payment conditions, the inability to withdraw from contracts and the period of time to which the contractor is bound to any offer, including prices.
18. All of the information in Article VIII (7) of these GTC is available to consumers at the website www.imagewell.eu or forms a part of these GTC, which the consumer has been notified of and therefore the contractor’s duty to inform has been met.
19. These contractor will deliver the information stipulated in Article VIII (7) of these GTC in writing to the consumer along with the delivery of the products or finished works. At the same time, the consumer will receive:
A tax record with a description of the work and price for the work (invoice).
Written information regarding the inability to withdraw from a contract,
The address the consumer can use to apply claims or to file a complaint,
20. Any financial claims that arise to the contractor in relation to the consumer may be unilaterally off-set by the contractor from the amount paid by the consumer as the price for the parcel.
21. An off-set is completed in the form of the physical return of the amount in question decreased by the amount of the off-set. When completing payment, the contractor will state (e.g. in the note for the recipient) that the given amount was off-set and the reason for such off-set. The contractor may also inform the consumer of such an off-set via email.
IX. DELIVERING DOCUMENTS
1. The contractor’s address for delivering written documents including orders, cancellations, claims, complaints and other items is IMAGEWELL, s.r.o., Betliarska 8/A, 851 07 Bratislava, tel/fax. 02/ 55 64 53 61, email: firstname.lastname@example.org .
2. If any party refuses delivery of a postal parcel containing notice from the customer or if a parcel sent by the customer to the contractor at the contractor’s mailing address is returned by the post office to the customer as undeliverable, the notice period commences on the date of such refusal to accept delivery of the postal parcel by the contractor or on the day the post office returns such a parcel to the customer as undeliverable (addressee unknown).
X. WRITTEN OFFERS AND DEADLINES
1. Price offers issued by IMAGEWELL, s.r.o. are only valid in writing. Any works contracts or orders that do not correspond to any point in a price offer or delivered after 10 or more days have passed since the price offer was issued require confirmation of validity in the form of the contractor’s written consent.
2. All deadlines and terms agreed in writing between the contractor and customer are valid if the ordering party provides the contractor with cooperation needed to complete the work in a full and timely manner and in particular if it complies with the required deadlines for returning orders or graphics materials needed to print and complete visuals. If the ordering party is so bound, it is obliged to provide the contractor with all times that that contractor is to complete pursuant to the Works Contact or an order.
3. If the ordering party does not discharge this duty and extends the period of delivery, then the agreed term for completing the work will be set on the basis of a new agreement between the contractor and the ordering party or will be automatically extended by the period of the ordering party’s delay in delivering materials needed to complete the work.
XI. ADDENDUM ON TRADE SECRETS:
1. The Contracting Parties have agreed that the contents of individual contracts or orders concluded between the contracting parties are considered trade secrets and in this sense, both parties undertake to ensure using all means necessary that such trade secrets remain confidential along with all facts arising on the basis of the given contractual relationship.
2. IMAGEWELL, s.r.o. is authorized to provide pricing data and orders exclusively for the purposes of advertising statistics published by requisite institutions, for tax and accounting purposes and for the needs of auditors or other companies in generally available media. Every business transaction will include storage of related data including the name, title and address of the ordering party in record for subsequent accounting and for business correspondence and sending offers.
XII. FINAL PROVISIONS
2. IMAGEWELL s.r.o. has the exclusive right to amend or change these General Terms and Conditions.