General Terms and Conditions (GTC) for arranging flight services to resellers of Swiss Group International SGI AG (as of April 6th 2022)
1. Preamble
1.1. The following "General Terms and Conditions for the brokerage of flight services to resellers of Swiss Group International SGI AG" supplement the other legal provisions and become part of the contract between the agent, Swiss Group International SGI AG (hereinafter referred to as "operator"), and the reseller (hereinafter referred to as "customer “) concluded tour operator contract.
1.2. By signing the tour operator contract, the customer confirms the inclusion of these general terms and conditions, as well as acknowledgment of the following provisions.
1.3. The tour operator contract is only effective if the customer is a registered trader or entrepreneur within the meaning of Article 52ff ZGB, a legal entity under private or public law or a special fund under public law. A contract between the operator and a natural person is excluded.
1.4. These general terms and conditions also apply to all future contractual relationships between the operator and the customer, even if their inclusion is not expressly newly agreed.
1.5. Deviating agreements and in particular general business, contractual or implementation conditions of the customer do not apply to the operator unless their validity has been expressly agreed - in writing.
2. Definitions
2.1. “Intermediary” is Swiss Group International SGI AG, Rigistrasse 2, 3600 Zug, Switzerland (hereinafter referred to as “operator”). It charters seating capacities, one or more aircraft from the operator of an airline (hereinafter referred to as "carrier") and is a contractual party to the respective tour operator contract. The seat capacities or aircraft chartered by the operator are the subject of the respective contract, by means of which the operator grants the customer the marketing of the capacities in question.
2.2. The "customer" is the reseller of the flight services chartered by the operator. He markets the flight services chartered by the operator either individually to other resellers or the end consumer or as the responsible package tour operator in accordance to the Federal law on package tours (PauRG) with to the end consumer. In relation to the carrier he is a sub-charterer and in relation to the operator he is a charterer. He is a contractual party of the respective tour operator contract.
2.3. "Carrier" is the operator of an airline who carries out the flights listed in the respective charter contract concluded between him and the operator and in the associated annex, so-called "charter flights", as well as the seat capacities, one or more aircraft from his inventory . He is not a party to the respective tour operator contract, but is the executing service provider (vicarious agent) of the contractually owed service.
2.4. "Charter Agreement" means any contractual agreement that forms the legal basis for one or more charter flights between the Operator and the Carrier.
2.5. "Tour Operator Agreement" means any contractual agreement that forms the legal basis for one or more charter flights between the Operator and the Customer.
2.6. "Annex" is part of the tour operator contract. It contains additional agreements to the contract, which contain detailed information about charter flights, flight schedules, seat capacities, charter prices, aircraft types, etc. It also includes subsequent contract amendments and contract changes.
2.7. "Force majeure" are external events that are beyond the control of the operator, the carrier and/or the customer and are neither foreseeable for them nor can they be averted by appropriate precautions within the framework of the respective operating conditions. These include, in particular, natural disasters, epidemics, warlike events (declared or unexplained), emergencies, civil unrest, strikes in third-party companies, etc., insofar as these actually make it completely or partially impossible to carry out one or more charter flights.
2.8. "Travel warnings and safety instructions from the Federal Foreign Office" (cf. Section 7. d)) are to be equated with "force majeure" events.
2.9. “Operative reasons” are those reasons that prevent the operator/carrier from carrying out the charter flight or flights in accordance with the contract. This includes, for example:
2.10. "Withdrawal" means the right of a contracting party to withdraw from the contract before the start of the execution of the contract, i.e. before the execution of the first scheduled charter flight, as agreed between the parties in accordance with the Annex to the Tour Operator Contract.
2.11. "Termination" means the right of a contracting party to withdraw from the contract after the start of the execution of the contract, i.e. after the execution of the first scheduled charter flight, as agreed between the parties in accordance with the Annex to the Tour Operator Contract.
2.12. "Cancellation" means the cancellation of a single scheduled flight, as agreed between the parties in accordance with the Annex to the Tour Operator Agreement, by the Customer or by the Operator.
3. Terms of Payment
3.1. Unless otherwise agreed, the agreed charter price is due without deduction no later than 14 calendar days after receipt of the invoice. The value date on the operator's account is decisive for the timeliness of the service. Generally, valid currencies are euros and US dollars. The operator is entitled to specify one of the aforementioned currencies as the currency applicable to the contract. In this case, the customer bears the currency risk if he does not pay the payment in the relevant currency provided for in the contract (e.g. US dollars instead of EURO) despite being stipulated.
3.2. If the customer is in arrears with his payment, the operator is entitled to demand default interest of 8 percentage points above the respective base interest rate. The operator expressly reserves the right to assert further default damages.
3.3. In the event of late or incomplete payments by the customer, the operator reserves the right to cancel the charter at the customer's expense or to withdraw from the contract and refuse to transport the passengers. With regard to the amount of the costs, the withdrawal, termination and cancellation conditions listed below are decisive.
3.4. If there is a period of more than four weeks between the conclusion of the contract and the respective flight date, the operator is entitled to pass on price increases imposed on him to the customer.
3.5. Unless included in the charter price, all taxes, fees and other charges levied by governmental, municipal or other authorities, as well as airport companies in relation to the customer's passenger or for his use of services, are to be paid in addition to the charter price.
3.6. The customer has the option of depositing a non-interest-bearing deposit with the operator in a scale of EUR 100,000.00 / 200,000.00 / 300,000 to balance his respective liabilities. With a deposit of EUR 100,000.00 the operator grants a discount of 1% on the respective charter price, with a deposit of EUR 200,000.00 a price discount of 2% on the respective charter price and with a deposit of EUR 300,000.00 a price discount of 3% the respective charter price. At the written request of the customer, the deposit amount deposited will be repaid to the customer within two weeks. All costs, taxes and fees in connection with the money transfer are borne by the customer.
4. Security Deposit
4.1. The customer is obliged to pay the operator a security deposit.
4.2. The amount of the security deposit is EUR 50,000.00. 4.3. If 20% of the total order volume exceeds EUR 50,000.00, the customer undertakes to provide the operator with a security deposit of 30% of the total contract volume.
4.4. If the total order volume does not reach the amount of EUR 50,000.00, the customer undertakes to pay the operator a security deposit of 50% of the total order volume.
4.5. The security deposit is due 4 weeks before the start of the execution of the contract, i.e. 4 weeks before the execution of the first flight. If there are less than four weeks between the conclusion of the contract and the execution of the first flight, the security deposit is due immediately, but no later than seven working days before the start of the execution of the contract. The value date on the operator's account is decisive for the timeliness of the service.
4.6. The security deposit remains interest-free.
4.7. If the customer fails to provide the security, fails to do so on time or only partially, the operator is entitled to withdraw from the contract. In this case, the customer has to pay damages amounting to 50% of the charter price agreed for the entire charter flights. It is up to the customer to prove that the operator suffered less damage. Payment is due 14 calendar days after the declaration of withdrawal.
5. Implementation
5.1. aircraft and crew
5.1.1. At the agreed start of the charter flight, the operator is obliged to ensure that the carrier provides an aircraft that is properly manned, properly equipped and fueled.
5.1.2. If the operator or the carrier is not able to provide an aircraft of the agreed type, the operator/carrier is free to use an aircraft of an equivalent type or, if necessary, an aircraft of lower value, also via another airline To make available. The additional costs deviating from the original contract can be passed on by the operator to the customer, provided that the inability is not due to the fault of the operator. In the event of reduced costs, the customer is entitled to a price adjustment based on the usual market price vis-à-vis the operator, insofar as the inability is due to the fault of the operator.
5.1.3. The carrier or the operating airline is entitled, for safety reasons or technical considerations, to independently decide whether or not to carry out a flight, to make or not to land or the like without the customer having the right to object. Claims for compensation for this are based on the statutory provisions, insofar as these are not excluded or limited by individual contracts or by these General Terms and Conditions.
5.1.4. The carrier or the operating airline is entitled to refuse the carriage of passengers and luggage without the customer having the right to withdraw from this if
5.1.5. The contract and carriage conditions of the carrier or the operating airline also apply insofar as they affect the customer. Unless known, they will be made available to the customer.
5.1.6. The carriage of the customer's passengers is subject to the provisions of the respective traffic documents and the respective conditions of carriage of the carrier or the operating airline. The customer undertakes to agree the inclusion and validity of the respective conditions of carriage of the carrier or the operating airline in the contracts with his passengers/customers. He must ensure that every passenger/customer receives or can take note of the respective conditions of carriage of the carrier or the operating airline
.
5.2. flight schedule
5.2.1. The flight schedule is specified in the annex to the tour operator contract and is binding for the customer. The times stated in the flight schedule and in the carriage documents are approximations. The operator does not guarantee that these times will be observed. The operator is entitled to deviate from the listed times if the circumstances are beyond the operator's control or if a deviation is necessary for reasons of aviation security.
5.2.2. If passengers are not at the airport in time or luggage is not ready for loading in time, there is no obligation to delay the flight.
5.2.3. If, for reasons for which neither the operator/carrier nor the customer is responsible - such as in particular cases of force majeure - a flight cannot be carried out or can only be carried out in part, the customer is only obliged to pay the proportionate charter price for the route actually covered.
5.3. seating capacities
5.3.1. If, after conclusion of the tour operator contract, the aircraft is reconfigured by official order so that only a smaller number of seats than originally agreed is available, the customer is entitled to a corresponding (pro rata) reduction in the charter price to demand.
5.3.2. Further claims for compensation by the customer are excluded in this case.
5.4.Catering
Unless offered by the operator/carrier, the customer is responsible for providing drinks and food during the flight. The customer bears the costs for this.
5.5. Compliance with administrative formalities
5.5.1. Customer's passengers must obey all regulations of the states from which they fly, which they fly over or fly to. The same applies to all relevant regulations and instructions from the operator/carrier. The operator is not liable for the consequences of the customer's passengers from failing to obtain the necessary documents or from not following the relevant regulations or instructions.
5.5.2. The customer's passengers must show the entry and exit papers, health certificates and other documents that are required by the respective states. The operator/carrier has the right to refuse carriage to a passenger who does not comply with the relevant regulations or whose documents are incomplete. The operator shall not be liable to the customer for any loss of expenses resulting from a passenger's failure to comply with these provisions.
5.5.3. If the operator is required to pay or deposit penalties or fines because the customer's passenger does not comply with the entry, exit or transit conditions of the country concerned or the required documents are incomplete, the customer is obliged to inform the operator of the to reimburse amounts paid or deposited.
5.5.4. Each customer's passenger must be present at the inspection of his or her checked or unchecked baggage upon request. The operator is not liable for damage caused by non-observance of this provision.
5.5.5. The customer is obliged to provide the operator/carrier or their handling agent with a proper passenger list containing all necessary features such as transit passengers, allocation of specific seats, assistance for passengers, etc. no later than 48 hours before the respective departure.
6. Other Obligations of the Customer
6.1. The customer is expressly prohibited from making any legal declaration on behalf of the operator/carrier, in particular designating the operator/carrier as the passenger's contractual partner and/or tour operator.
6.2. The customer is aware that the combination of this flight service with other tourist services regularly means that the customer becomes a tour operator in relation to his passengers within the meaning of PauRG and is liable to them according to these regulations. He assures that he will independently inform himself about his obligations as a tour operator about the relevant regulations and to comply with them. In this respect, the customer exempts both the operator and the carrier from all disadvantages that may arise from non-compliance with these regulations.
6.3. The customer guarantees that the luggage to be transported does not contain any items that are likely to endanger persons or the aircraft or that the transport of which is prohibited by laws, regulations or other provisions of a country to which the flight is subject. Furthermore, he guarantees that the luggage to be transported is suitable for air transport and has been packed in an appropriate manner.
7. Withdrawal/Cancellation by the Operator
The operator can terminate the tour operator contract - without prejudice to the cancellation and termination regulations provided for in the contract - without observing a period of notice
a) terminate or withdraw from the contract if insolvency or composition proceedings are applied for or initiated over the customer's assets, but also if the disposal of his assets is withdrawn in any other way. There will be no termination/resignation if the application for insolvency is withdrawn within a period of 3 weeks.
b) terminate or withdraw from the contract if the execution of the contract is prevented by force majeure or due to air traffic control or flight technical obstacles for which the operator/carrier is not responsible or operational reasons that cannot be attributed to the fault of the operator/carrier is not or no longer possible.
c) terminate or withdraw from the contract if the customer does not provide the requested security.
d) cancel or withdraw from the contract if the Federal Foreign Office has issued current travel warnings and safety instructions for the agreed destination which give reason to fear that the aircraft and/or passengers may be endangered.
e) cancel if the customer violates his obligations under the contract to a not insignificant degree, in particular if he is responsible for the non-performance of the agreed flight service (e.g. cancellation of the flight) in two cases.
In these cases, the customer cannot demand compensation or withdrawal, cancellation or similar fees from the operator.
8. Withdrawal/Termination by the Customer
8.1. If, based on an individual contractual agreement, the customer is allowed to withdraw from the tour operator contract for other reasons for which the operator is not responsible, he is obliged to pay the operator compensation in the amount of 50% of the total charter flights to pay the agreed charter price. The customer is free to prove that the operator suffered less damage. Payment is due 14 days after the declaration of withdrawal. This also applies in the event that the operator has agreed to the validity of a corresponding general business, contractual or implementation condition of the customer.
8.2. The customer must inform the operator immediately in writing of the withdrawal from the contract, stating the reasons.
8.3. If, based on an individual contractual agreement, the customer is allowed to terminate the contract for another reason for which the operator is not responsible, he is obliged to pay the operator compensation in the amount of
a) 40% of the charter price due on the remaining flights if more than 75% of the total flights agreed in the contract are canceled due to the cancellation.
b) 30% of the charter price due on the remaining flights if more than 50% of the total flights agreed in the contract are canceled due to the cancellation.
c) 25% of the charter price due on the remaining flights if less than 50% of the total flights agreed in the contract and more than one flight are canceled due to the cancellation.
8.3.1. If it is only a contract for a single flight service or if only one flight is affected by the cancellation, the cancellation conditions listed below apply.
8.3.2. Payment is due 14 days after notice of cancellation. The customer is free to prove that the operator suffered less damage. The provisions under Section 8.3. also apply in the event that the operator has agreed to the validity of a corresponding general business, contractual or implementation condition of the customer.
9. Cancellation of Individual Flights
9.1. Insofar as the customer is permitted to do so on the basis of an individual contractual agreement, he can cancel individual flights.
9.2. If the customer cancels individual flights, the following cancellation fees are due for payment immediately:
a) Cancellation of a flight up to 30 days before departure, 10% of the charter price for the flight.
b) Cancellation of a flight within 29 to 14 days before departure, 40% of the charter price for the flight.
c) Cancellation of a flight less than 14 days before departure, 100% of the charter price applicable to the flight.
The customer is free to prove that the operator suffered less damage.
9.3. The operator is entitled to cancel an individual flight if, due to force majeure or air traffic control or flight technical obstacles for which the operator/carrier is not responsible or operational reasons for which the operator/carrier is not responsible, the It is not or no longer possible to carry out the flight. In this case, the customer cannot demand a cancellation fee or similar from the operator for this cancellation.
10. Liability
10.1. The contractual liability of the operator for damage that is not bodily harm, in particular for pre-, ancillary and post-contractual breaches of duty, is - without prejudice to other statutory provisions, regulations and agreements - limited to three times the charter price of the contractually owed service, insofar as damage to the customer or whose passengers are due to gross negligence or intent.
10.2. The operator is not liable for damage that is not bodily harm, in particular for pre-, ancillary and post-contractual breaches of duty - notwithstanding other statutory provisions, ordinances and agreements - insofar as they are based on simple negligence. This does not apply in the event of a breach of essential contractual obligations.
10.3. Liability for damage to life, body and health is based on the statutory provisions.
10.4. The operator is not liable in cases of force majeure or in cases in which the breach of duty is due to aeronautical, air traffic control or operational reasons for which the operator/carrier is not responsible.
10.5. In particular, the operator is not liable for damage caused by delays in passenger and/or luggage transport or the approach of alternative airports for which the operator is not responsible.
10.6. The customer is obliged to keep any damage to be feared or occurring as low as possible. He has to point out the possibility of particularly high damage to the operator.
10.7. The exclusion and limitation of the liability of the operator also applies accordingly in favor of his employees, representatives and in particular his vicarious agents.
11. Assignment of claims for damages against third parties to the operator
In all cases in which the customer is not liable due to lack of fault, the customer undertakes to assign to the operator any compensation claims to which he is entitled against third parties (subcontracted companies, passengers, etc.) in connection with the implementation of the tour operator contract.
12. Other assignments by the customer
The customer is only entitled to assign his claims from the tour operator contract in whole or in part to a third party with the written consent of the operator.
13. Set-Off / Right of Retention
The customer is only entitled to offset against the operator with undisputed or legally established claims that arise from the specific contractual relationship concluded between him and the operator. The same applies to exercising a right of retention.
14. Statute of Limitations
Claims of the customer from and in connection with the tour operator contract expire after one year, with the exception of those due to bodily harm, death or intent, which expire after three years. The start of the limitation period is the respectively agreed flight/transport date.
15. Applicable Law
15.1. For all disputes arising from and in connection with the Tour Operator Agreement, its amendments, supplements and additional agreements, Swiss law, as well as these General Terms and Conditions, as well as the respective Conditions of Carriage of the respective Carrier or the operating airline - as far as they concern the Customer - shall be deemed to be agreed between the contracting parties. In particular, the following codifications apply:
- Provisions of the Swiss Civil Code (SR 210)
- Provisions of the Code of Obligations (SR 220) and the PauRG (944.3)
- Provisions of the Aviation Act, as well as the ordinances, official orders and requirements issued in this regard for carriage within Switzerland
- LTrV (SR 748.411)
- Agreement between the Swiss Confederation and the European Community on Air Transport (SR 0.748.127.192.68)
- Warsaw Convention (SR 0.748.410)
The respective valid version is authoritative.
15.2. The customer is aware of the various legal and official restrictions and requirements regarding commercial aviation and scheduled services.
15.3. In the event of disputes about the interpretation of these General Terms and Conditions, the German version shall prevail.
16. Jurisdiction
16.1. For disputes arising from and in connection with the tour operator contract, its amendments, supplements and additional agreements, the jurisdiction of the competent court in Zug (postal code 3600), Switzerland is agreed between the contracting parties.
16.2. However, the operator is free to sue the customer at his general place of jurisdiction.
17. Written Form Requirement
17.1. Changes and additions to the tour operator contract and the associated annex must be made in writing and must be expressly designated as such (e.g. Annex II, III, IV...).
17.2. Verbal agreements do not trigger any legal consequences.
17.3. The written form requirement is met if the telecommunication takes place by fax or other electronic media such as email.
17.4. Deviating from the written form also requires the written form.
18. Severability Clause
18.1. Should individual provisions of these general terms and conditions prove to be wholly or partially ineffective or become ineffective as a result of changes in legislation after the conclusion of the contract, the remaining provisions and the effectiveness of the contract as a whole remain unaffected.
18.2. The statutory regulation that comes as close as possible to the meaning and purpose of the invalid provisions then takes the place of the ineffective provisions.
18.3. If the contract as a whole turns out to be incomplete, the provisions that correspond to the meaning and purpose of the contract and would have been agreed in the event of consideration shall be deemed to have been agreed.
Swiss Group International SGI AG, Zug (Switzerland)- as of April 6th 2022
Deutsch