LIGNATUR AG, CH-9104 Waldstatt («seller»)

1. Area of application

These General Terms and Conditions of Business and Delivery are applicable to buyers with their registered office or subsidiary in Switzerland, the Principality of Liechtenstein or Europe. They regulate the processing of deliveries between the seller and the  buyer, and lay down the reciprocal rights and obligations.

2. Conclusion of contract

The conclusion of contracts requires the written confirmation of the seller, whereby an invoice or delivery note shall also constitute this written confirmation. In all cases, the contract shall apply as concluded if the buyer accepts the delivery; exclusively the conformation of the seller shall be authoritative for the contractually owed performance.
Quotations by the seller shall be valid for 60 days.

3. Prices

The purchasing prices (excluding value added tax) for the buyer are based on the respectively valid pricelist less the rebates granted, or on separate quotations, whereby errors and technically related adjustments cannot be excluded. Packing and freight costs including loading onto truck-trailers, as well as customs, taxes and charges shall be for the account of the seller. Difficult access as well as excessive waiting times for unloading shall entitle the seller to levy a surcharge.

4. Delivery

Delivery shall be at the risk of the buyer, even if the freight forwarder has been appointed by the seller.

5. Delivery dates

Delivery dates agreed in writing shall begin upon receipt of the written release for production and shall be subject to return of the signed order confirmation. Unforeseen events, such as machine failure, fire, operational disturbances, transport problems etc., which render delivery impossible, shall release the seller from adherence to delivery dates and entitle him to withdraw from the contract (without engagement).
In the event of delayed delivery for which the seller is responsible, damages shall be limited to 3% of the invoice amount of the goods affected by the delay. No farther-reaching rights, such as withdrawal from the contract, exist.

6. Invoicing

As a rule, invoicing shall be upon delivery of the goods. Construction-related delivery delays are reserved; in such cases, advance invoicing is possible.

7. Payment conditions

Payments are due net 30 days after the date of invoicing A separate settlement discount can be agreed for payment within 14 days. The seller is entitled to issue additional invoices for settlement discounts taken without justification. The seller can charge default interest on late payments in accordance with Art. 105 paragraph 3 OR (Swiss Code of Obligations), at least however 5%. In the event of default by the buyer, payments from other contracts shall also become due immediately and the seller shall be entitled to withdraw from all contracts with the buyer.
The seller is not obliged to accept cheques and bills of exchange.

8. Warranty/guarantee

The seller shall provide a warranty for material defects for a period of 24 months from the date of invoicing. No warranty is provided however for complete ceiling and roof systems in which the LIGNATUR component constitutes only a partial performance as well as in the event of incorrect application and use, in the event of discolouration (e.g. through ageing or yellowing) as well as in cases of contamination of the surfaces (e.g. through transhipment and transport).
Damage or losses occurring during transport will be considered if a written confirmation of the truck driver is available.
The seller is entitled to provide compensation for damages through repair or subsequent delivery.

9. Liability

The maximum liability for defects is the level of the selling price paid for the corresponding partial performance.
The seller, who is not obliged to produce, shall not be liable for losses or costs in connection with the use of the goods, or as a result of impossibility of use for any purpose. The seller is likewise not liable for consequential defect damage, direct and indirect damage, for incorrect product presentation or product suggestions, or for mistakes on the homepage, in technical documents, programs or in the manual. In other respects, any liability admissible as per Art. 100 f or Art. 199 OR is excluded.

10. Retention of title

The goods sold shall remain the property of the seller until complete payment of the selling price and settlement of the other claims of the seller from the (this or any other) contract or of non-contractual claims. The seller is entitled to make an entry in the retention of title register. If the goods have been processed, the buyer hereby assigns all claims against third parties to the seller who shall acquire joint ownership to the goods. The buyer shall take all measures necessary to safeguard the claim of the seller to title.
The authorisation of the buyer to process or sell the goods sold shall end upon signs of inability of the buyer to pay.

11. Obligations of the buyer

The buyer undertakes to take receipt of the goods including packing material.
The buyer undertakes not to transfer the goods sold to third parties by way of security and shall inform third parties of any retention of title by the seller still applicable.
The buyer is not allowed to offset the selling price or other claims of the seller against counterclaims. The buyer is likewise not allowed to withhold the selling price as a result of defects or other counterclaims.
In the event of changes to the data contained in the programs, the buyer shall indemnify the seller against any claims of third parties that may arise, irrespective of any culpability.

12. Period of application

The General Terms and Conditions of Sale & Delivery are valid with effect from 1.1.2006.

13. Place of performance/place of jurisdiction

Place of performance and place of jurisdiction for all disputes from the present contract is the registered office of the seller. This place of jurisdiction shall also apply if the buyer claims recourse to non-contractual legal grounds. Nevertheless, the seller is entitled to take legal action against the buyer at the latter’s registered office.

14. Applicable law

All disputes from the present terms and conditions and from contracts concluded between the buyer and the seller shall be governed by Swiss Law subject to the exclusion of the Vienna Sales Convention.   This choice of law shall also apply if the buyer claims recourse to non-contractual legal grounds.

15. Amendments to the contract

All deviations from the present terms and conditions require the written consent of both parties.

16. Invalidity of individual provisions

Should individual provisions of contracts concluded between the buyer and the seller or of these General Terms and Conditions of Sale and Delivery be or become invalid, null and void or ineffective in any other manner, the validity of the other provisions shall remain unaffected. In such cases, as well as in the event of loopholes in the rulings, the contracting parties undertake to agree a substitute ruling which corresponds as closely as possible to the balancing of interests made in the invalid or null and void provision.

17. Concluding provisions

These General Terms and Conditions of Sale and Delivery shall also apply for future contracts between the seller and the buyer without the need for any fresh agreement on their application. They shall take precedence over general terms and conditions of business of the buyer without the need for rejection of their application by the seller.