General Terms and Conditions of OLDFUTURE AG

a. General information

1. contractual bases

OLDFUTURE AG provides its services and places its orders on the basis of these GTC. Unless otherwise agreed in writing, the general terms and conditions of the customer or supplier do not apply.

For certain goods and services (in particular in the “digital communication” category), OLDFUTURE AG may have to impose specific terms and conditions from suppliers that apply to subcomponents of the goods/rental objects (e.g. software license agreements). These special conditions are stated in the offer and become an integral part of the contract in addition to these GTC. Offers from OLDFUTURE AG are valid for a limited period of time. The period specified in the offer runs from the date of the offer. In the event of contradictions between offers from OLDFUTURE AG and the GTC, the offers take precedence. Information in brochures and catalogs is not binding. Amendments and supplements to these general terms and conditions must be made in writing.

2. rights of third parties

The customers or suppliers of OLDFUTURE AG confirm that they hold the rights necessary for the fulfillment of the contract (namely copyrights, trademark rights, design rights, etc.) to the material they deliver to OLDFUTURE AG and that this material does not infringe any third-party rights. OLDFUTURE AG is entitled to list each order as a reference project in its advertising materials (print and online), naming the contractual partner and using the corresponding material. OLDFUTURE AG may authorize suppliers of work parts it has engaged for the fulfilment of the order to identify the order as a reference project at the request of these suppliers. It is at the discretion of OLDFUTURE AG whether or not to grant authorization.

The customer or supplier shall indemnify OLDFUTURE AG against any claims by third parties.

3. offsetting

The customer or supplier of OLDFUTURE AG waives the right to offset claims of OLDFUTURE AG against its own claims.

4 Place of jurisdiction and applicable law

The contractual relationship is subject to substantive Swiss law to the exclusion of the Vienna Sales Convention.

The place of jurisdiction is the registered office of OLDFUTURE AG. OLDFUTURE AG may also sue the customer or supplier in any other competent court.

b. OLDFUTURE AG as supplier

1. provision of services

OLDFUTURE AG is entitled to call in third parties for the provision of services or to transfer the obligation to provide services to them in whole or in part.

2. binding nature of the offer/order confirmation

Changes to the scope of services at the request of the client after the order confirmation has been issued are only possible after consultation with OLDFUTURE AG. The client shall bear all costs incurred in this respect in accordance with the additional offer. If the client cancels an order after the order confirmation has been issued, the entire order amount remains due. OLDFUTURE AG is free to use the ordered goods or the rental object for other purposes. In this case, OLDFUTURE AG will only charge the client the difference between the order amount owed by the client and the net proceeds from the replacement transaction.

3. obligation of the customer to cooperate

The client undertakes to fulfill its obligations to cooperate necessary for the provision of services by OLDFUTURE AG (e.g. creation of the agreed installation environment, provision of equipment, data delivery, provision of plans, etc.) in accordance with the specification in the offer in a timely and complete manner.

The customer shall be responsible for obtaining any permits required for the use of the ordered goods or the rental object and shall bear the associated costs.

The customer shall bear the costs and damages resulting from the breach of his duty to cooperate.

4. transfer of benefit and risk

Benefit and risk shall pass to the customer upon delivery of the goods to the customer or to the third party designated by the customer to receive the goods.

By confirming these GTC, you give your consent in all essential points to the registration of such a reservation of title. In addition, you are obliged to confirm to OLDFUTURE AG in writing your consent to the registration of the retention of title in all material respects upon first request (Art. 4 para. 4 of the Ordinance of the Federal Supreme Court on the Registration of Retentions of Title). You are not authorized to resell a product until the respective purchase price has been paid in full.

5. reservation of title

OLDFUTURE AG remains the owner of the goods delivered by it (hardware/software/licenses) until they have been paid for in full. The customer authorizes OLDFUTURE AG to register its ownership in the official register at any time. By confirming these GTC, you give your consent in all essential points to the registration of such a reservation of title. In addition, you are obliged to confirm to OLDFUTURE AG in writing your consent to the registration of the retention of title in all material respects upon first request (Art. 4 para. 4 of the Ordinance of the Federal Supreme Court on the Registration of Retentions of Title). You are not authorized to resell a product until the respective purchase price has been paid in full.

6. rental properties

The customer may only use the rental items for its own purposes and to the extent specified in the order. The customer may not pass the rental object on to third parties.

The customer shall be fully liable for any damage to the rental object caused by him or by third parties. He must insure the rental object accordingly during the rental period. The renter shall also bear the costs for any services required by OLDFUTURE AG or third parties engaged by OLDFUTURE AG due to improper handling of the rental object.

Unless otherwise stipulated in the offer, repair and maintenance work on the rental object may only be carried out by OLDFUTURE AG or by third parties directly commissioned by OLDFUTURE AG. The renter shall bear the costs if the rental object is not returned on time.

7 Prices, terms of payment

The prices specified in the offers of OLDFUTURE AG are fixed prices. Unless otherwise specified in the offer, the following terms of payment apply:

    • – 90% upon order confirmation
    • – 10% at the same time as delivery of the goods/rented property

In the event of default in payment, default interest of 8% from the invoice date is owed without further reminder. OLDFUTURE AG is also entitled to suspend all work until the payments due have been made.

Our prices only apply if the quantities and design offered are accepted. If orders already placed are canceled/amended, a corresponding additional charge will be made.

8. delivery dates

Delivery periods or delivery dates are specifically noted on the offers from OLDFUTURE AG. The delivery period runs from the day after OLDFUTURE AG has received knowledge of the acceptance of the contract. If delays occur that OLDFUTURE AG cannot avert despite due care, the delivery dates will be postponed accordingly (e.g. bad weather, force majeure, delay in the provision of services by third parties, etc.). Changes to the object of performance by the client after the order confirmation has been issued or

Non-fulfillment of the obligations to cooperate by the customer can also lead to a postponement of the delivery periods or delivery dates.

9. testing and acceptance

The client must inspect the deliveries from OLDFUTURE AG within 5 working days and notify OLDFUTURE AG in writing of any defects within a further 5 working days.

If further defects occur within the warranty period, OLDFUTURE AG must also be notified of these in writing within 5 working days of their discovery.

If the customer fails to inspect the goods in good time or to notify us in writing in good time, the delivery shall be deemed to have been approved.

10. warranty

Unless otherwise stipulated in the offer, the warranty period is 12 months. Partial components may be covered by a manufacturer’s warranty, which OLDFUTURE AG transfers to the customer. Such manufacturer’s warranties are not stated in the offer.

The warranty period begins upon delivery or on the date specified in the manufacturer’s warranty. There is no warranty for events that OLDFUTURE AG cannot influence (e.g. storm damage [wind speeds ≥ 70km/h] etc.).

The different properties of the base materials (e.g. textile base) or other technical factors (e.g. display properties) can lead to unavoidable, moderate deviations in the color and presentation of works. Such deviations do not constitute a defect and therefore do not constitute a warranty claim. In the event of timely inspection and timely notification, OLDFUTURE AG is only obliged to rectify the defect within a reasonable period of time, excluding the right to rescission and reduction and waiving the client’s right to further claims for damages.

11. liability

In the event of defects in a delivery, the customer shall only have the rights expressly stated in clause 10. Non-compliance with delivery dates does not entitle the customer to claim damages. Any further liability of OLDFUTURE AG is excluded. This limitation does not apply in the event of unlawful intent or gross negligence on the part of OLDFUTURE AG.

OLDFUTURE AG’s liability is in any case limited to the amount of the value of OLDFUTURE AG’s own work (invoice amount). This also applies to services that OLDFUTURE AG provides as a general contractor. The costs of third parties (graphic designers, web developers, electricians, fitters, etc.) are not included in this case.

In no case shall the customer be entitled to compensation for consequential damages, such as loss of profit, loss of advertising revenue, loss of orders or other direct or indirect damages. Claims of the purchaser against OLDFUTURE AG on the basis of the

The provisions of the Federal Act on Product Liability of June 18, 1993 are excluded to the extent permitted by law.

OLDFUTURE AG accepts no liability for the auxiliary persons it engages to fulfill the contract.

c. OLDFUTURE AG as purchaser

1. delivery dates

Delivery dates are fixed dates. In the event of non-compliance with the agreed deadlines, OLDFUTURE AG is entitled to claim damages in full.

2. testing and acceptance

OLDFUTURE AG checks deliveries within 30 working days.

3. warranty

The warranty period is 24 months. The period begins with the delivery. If circumstances arise in the delivery for which OLDFUTURE AG or a third party is responsible and which require a replacement delivery (e.g. errors in assembly by OLDFUTURE AG, faulty production, etc.), the supplier undertakes to make a replacement delivery immediately at cost price or to provide OLDFUTURE AG with all documents that OLDFUTURE AG requires in order to manufacture the replacement delivery itself or have it manufactured.

Status December 2018