Last update: September 1, 2024
1. PREAMBLE
Zzzest Sàrl, a limited liability company under Swiss law, having its principal place of business at Rue de la Corraterie 14, 1204 Geneva, Switzerland (“Zzzest”), offers a comprehensive range of event management services to high-end clients. Zzzest collaborates with carefully chosen and trustworthy suppliers, who share Zzzest’s relentless quest for quality and its culture of high ethical standards.
Zzzest aims to provide an inclusive and engaging working environment, to support the communities it operates in, to minimize its environmental footprint, and to follow trusted, transparent and compliant business practices.
These Supplier/Purchasing Terms and Conditions (hereinafter, the “Supplier Terms”) constitute a legal agreement between you (a natural or legal person who will be referred to in this contract as the “Supplier”) and Zzzest, for the provision of products or services described in Zzzest’s Order Form or an Order Form signed by Zzzest.
By entering into and accepting the Supplier Terms on behalf of a business entity, Supplier represents and warrants that it has the right, power and capacity to enter into and accept these Supplier Terms on behalf of the business entity concerned. Any reference to the “Supplier” or “Suppliers” in the Supplier Terms or in the Supplier Code of Conduct (“SCoC”) refers in this case to the business entity represented. The aforementioned entity is, as contracting party, fully bound by the Supplier Terms.
By signing the Zzzest Order Form, or by signing these Supplier Terms, Supplier agrees to be bound by the Supplier Terms, to the exclusion of any other general conditions, terms of sale, purchase order terms, contracts or agreements between the parties.
In the absence of written acceptance explicitly referring to the Supplier Terms, any contrary condition set forth by the Supplier shall be unenforceable against Zzzest.
2. SCOPE AND COMPLIANCE
Any and all Suppliers are obligated to comply with the terms and conditions outlined in these Supplier Terms, which fully integrate the SCoC. Non-compliance with these Supplier Terms shall constitute a material breach of the agreement between Zzzest and the Supplier, and may lead to contract termination, amongst other legal remedies.
In the event of a conflict between the Supplier Terms, the terms and conditions included in the SCoC, the Supplier scope of work or service specifications as approved and signed by both parties, the Supplier invoice terms and conditions as signed by Zzzest, and the Order Form as signed by Zzzest, the order of precedence shall be:
- (a) The SCoC;
- (b) Supplier scope of work or service specifications as approved and signed by both parties (the “Specifications”);
- (c) Zzzest’s Supplier Terms
- (d) The Order Form as signed by Zzzest
- (e) The Supplier order form or invoice terms and conditions as signed by Zzzest
3. ETHICAL CONDUCT
Zzzest abides by a strict set of ethical standards, and expects all of its suppliers, and all companies who do business with Zzzest (“Suppliers”), to adhere to the same ethical standards. For this purpose, Zzzest has elaborated its Supplier Code of Conduct (“SCoC”), which sets the minimum standards for doing business with Zzzest, and constitutes an integral part of these Supplier Terms and therefore apply to any purchase from its Suppliers.
4. PERFORMANCE – QUALITY GUARANTEES – LICENSES AND PERMITS
4.1. Performance. Supplier shall provide the products or services in strict accordance with the Specifications and with due observance of the usual requirements of proper and good workmanship.
4.2. Quality Guarantees. Supplier shall warrant the proper quality of the provided products or services. In particular, Supplier warrants that:
- a. The products and/or services are suitable for the purpose for which they are intended;
- b. The products are new, of good quality and free of defects in design, processing, fabrication, construction and measurement, as well as free of defects in the parts and/or materials used;
- c. The products and/or services have been manufactured and/or performed in accordance with the most recent state of the art;
- d. The products and/or services conform completely with the Specifications and the other provisions of the Order Form as signed by Zzzest;
- e. The products and/or services are fully in compliance with all of the applicable laws and regulations;
- f. The products and/or services shall in any case be considered unsuitable if, within 1 year of delivery, defects become apparent, unless these are attributable to gross negligence on the part of Zzzest, intentional misuse by Zzzest or Zzzest’s substantial failure to perform proper maintenance.
4.3. Licenses and Permits. Supplier shall comply with all laws and regulations applicable to Supplier in the performance of its obligations towards Zzzest, and shall maintain all necessary licenses and permits or certifications related thereto and be able to provide Zzzest, at any time upon request, with evidence of authorization to lawfully provide the products and/or services.
5. PAYMENT – PRICE
Any Supplier quotation or order form for products and/or services shall be valid for a period of eight (8) working days, unless the parties have agreed otherwise. During that time period, Supplier shall maintain its pricing for the products and/or services included in its quotation.
A Supplier invoice shall be established in accordance with the Order Form as signed by Zzzest, and will be sent to billing@Zzzest within 30 days of the event, unless otherwise agreed by both parties. Supplier invoices shall be payable within forty-five (45) days from the date of receipt of the invoice by Zzzest.
6. MODIFICATION-DEFERRAL AND CANCELLATION
Zzzest shall be entitled to amend the Specifications.
Should this amendment result in a substantial change in the costs or the time necessary for the provision of the products and/or services, then the price or date of delivery or supply of the products and/or services will be reasonably adjusted accordingly.
The Supplier shall inform Zzzest within 10 working days of receiving written notification of the amendment if the amendment will result in a substantial change in the costs or the time necessary for the provision of the products and/or services, in default of which the Supplier shall forfeit his/her/its right to adjust its quotation.
In anticipation of an agreement between the parties concerning the possible amendment of the quotation, the Supplier shall provide the products and/or services in accordance with the amendment proposed by Zzzest.
In case such amendment involves a partial or total deferral of the provision of the products and/or services, or a partial or total cancellation thereof, the parties agree that the following indemnities will automatically be payable by Zzzest:
- In the event of deferral or cancellation by Zzzest at least 6 months prior to the event, Supplier shall not be entitled to any indemnity;
- In the event of deferral or cancellation by Zzzest at least 3 months and less than 6 months prior to the event, Supplier shall have the right to request an indemnity up to 25% of the total price including VAT, to the extent it cannot reasonably substitute its loss of revenue as a direct result of Zzzest’s deferral or cancellation;
- In the event of deferral or cancellation by Zzzest at least 15 days and less than 3 months prior to the event, Supplier shall have the right to request an indemnity up to 50% of the total price including VAT, to the extent it cannot reasonably substitute its loss of revenue as a direct result of Zzzest’s deferral or cancellation;
- In the event of deferral or cancellation by Zzzest less than 15 days months prior to the event, Supplier shall have the right to request an indemnity up to 75% of the total price including VAT, to the extent it cannot reasonably substitute its loss of revenue as a direct result of Zzzest’s deferral or cancellation;
7. OUTSOURCING
Supplier shall provide the products and/or services himself/herself/itself.
Supplier shall only contract out any work, or use any sub-contractors, if Zzzest has expressly provided such authorization in the Specifications, or provided its prior written consent. Supplier shall be fully responsible for the performance of third parties engaged in providing the products and/or services, as if it were his/her/its own performance.
8. INDEPENDENT CONTRACTOR
Supplier for all purposes shall be an independent contractor, and not an agent, employee, partner, joint venture, or franchisee of Zzzest.
Supplier shall be solely responsible for all of its costs and expenses in any way relating to the subject of its agreement with Zzzest.
Supplier shall have no authority to act on Zzzest’s behalf or to bind or obligate Zzzest in any way, and Supplier shall not claim or imply that it has any such authority.
9. CONTINUOUS IMPROVEMENT
Zzzest encourages Suppliers to proactively approach Zzzest with innovative ideas which contribute to further social, economic or environmental improvement. Zzzest values the open exchange of new ideas and is willing to explore new opportunities jointly with Suppliers.
10. IMAGE RIGHTS
Supplier is not authorized to capture or use any photos and videos of an event involving Zzzest or its customers, on all media and in all formats, both in the commercial and non-commercial sector, unless Supplier has obtained a prior written consent from Zzzest and from the persons participating in the event detailing their authorization of image rights in accordance with a specific capture and use of such images.
Any such authorization to capture and use images shall be valid for no more than three years from the end of the contractual relationship between Zzzest and Supplier.
11. FORCE MAJEURE – PUBLIC HEALTH EMERGENCIES
Neither party may be held liable in the event of non-performance or improper performance of the contract due either to the other party’s fault, or to the insurmountable and unforeseeable fault of a third party, or to a case of force majeure.
In particular, neither party shall be deemed to be in default in the event of non-performance of the contract due to fire, flood, storm, exceptionally severe weather, natural disaster, strike, industrial action or any other major incident, unavoidable obstacles, war (declared or not), embargoes, legal impediments, insurrection, events of a pandemic, epidemic, bacteriological or virological nature, or any other cause not attributable to it.
In the event of disruptions resulting from public health emergencies, whether imposed by governmental or institutional/organizational authorities, both parties shall reasonably undertake best efforts for the proper execution of the planned services to the extent feasible and permitted by law. Public health emergencies or similar disruptions will be treated as cases of force majeure, and will in no way be attributable to either party.
In case of disruptions resulting from public health emergencies, or in case of a force majeure event, if Zzzest so requests or allows, parties shall agree on a deferral of the performance of the contract, under the same conditions and at no extra cost to Zzzest.
Any cancellation of services resulting from force majeure event taking place at the Supplier, shall result in a full reimbursement of any expenses and fees to the extent these were not yet consumed by Zzzest. In such case, the conditions of modification-deferral or cancellation shall not apply.
Any cancellation of services resulting from force majeure event taking place at Zzzest or its customer, shall result in a reimbursement of any paid expenses and fees to the extent Supplier cannot reasonably substitute its loss of revenue as a direct result of the force majeure event, and shall not invoice any products and services not consumed by Zzzest or its customer. In such case, the conditions of modification-deferral or cancellation shall not apply.
12. MATERIAL OR MORAL DAMAGES
Zzzest accepts no liability for any material damage or moral prejudice caused to Supplier or to its property, with the exception of proven intentional fault or gross negligence on its part. Zzzest shall in no case be held liable for any material damage or moral prejudice caused to Supplier by its customers or by third parties, and does not act as a guarantor for any party, including its customers. Zzzest shall fully cooperate with Supplier to enable it to establish its claims towards the liable party/parties, and to obtain due repair of any suffered damages and/or prejudice.
13. OTHER CONTRACTUAL PROVISIONS
13.1 Intellectual Property Rights. Zzzest is the sole owner of the “Zzzest” trademark and related intellectual property rights. Supplier acknowledges that it has no rights in any trademarks or intellectual property rights owned by Zzzest, and shall only use Zzzest’s trademark and/or logo as a reference to third parties, with Zzzest’s prior written authorization.
13.2 Applicable Law and Jurisdiction. The Supplier Terms shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws rules. Any claim or dispute arising out of the provision of the products and/or services, or in connection with interactions between the parties in relation to such provision of the products and/or services, shall be brought exclusively before the Courts of the Canton of Geneva, Switzerland. To the extent permitted by law, the Customer hereby consents to the jurisdiction and competence of these and agrees to make no objection to the jurisdiction and venue of such courts.
13.3 Severability. If any part of these Supplier Terms is held to be unenforceable, the validity of the remaining parts shall not be affected.
13.4 Entire Agreement. These Supplier Terms together with any quotation which refers to these Supplier Terms fully and exclusively constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, with respect to such subject matter.
13.5 Reference Language. In the event of any discrepancy between the English version and any other language version of these Supplier Terms, the English version shall prevail.
13.6 Processing of Personal Data. As a Swiss company providing services on a European level, Zzzest’s subcontractors may be located in Switzerland and the European Union. Zzzest will process all Personal Data in accordance with the Swiss Confederation’s new Federal Data Protection Act of September 25, 2020, the provisions of European Regulation 2016/678 (the General Data Protection Regulation), and its Privacy Policy. In case Supplier is requested, or obliged for the execution of the contract, to process any Personal Data on behalf of Zzzest, Supplier as a data processor shall fully comply with the abovementioned data protection laws and regulations, and any such data processing shall be governed by a separate contract that sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of Personal Data and categories of data subjects and the obligations and rights of Zzzest as the data controller.
13.7 Notification. Any formal notice or formal complaint to be communicated to Zzzest shall be addressed to the principal place of business of Zzzest Sàrl, as indicated in the preamble to these Terms and Conditions.
13.8 Signatures. The Zzzest Order Form will require the signature of one or more authorized representatives of Supplier, and will refer to these Supplier Terms. These Supplier Terms may or may not be formally signed. The absence of an additional signature on these Supplier Terms shall in no way deprive them of their contractual value, provided that the Zzzest Order Form explicitly refers to these Supplier Terms, which can be freely consulted on the www.zzzest.com website. The parties expressly agree that the Zzzest Order Form and, where applicable, the present Supplier Terms, may be signed using an electronic signature process.