1. Scope

These general terms and conditions of business (T&C) regulate the cooperation between the orderer/buyer/client (hereinaf-ter: customer) and Lignatur AG in CH-9104 Waldstatt.

The T&C apply for all work and services (production, sale and delivery of timber ceiling and roof elements as well as any other work or services) rendered by Lignatur AG for the customer and define the mutual rights and obligations.

Any general terms and conditions of business of the customer do not apply for the contractual relationship with Lignatur AG, even if they are not expressly contradicted by Lignatur AG.

Any amendment to the current T&C only becomes valid if it is agreed between the contracting parties.

The contract between Lignatur AG and the customer is governed by Incoterms 2010, unless expressly agreed otherwise or unless these T&C stipulate otherwise. The following order of precedence applies when interpreting the contract between Lignatur AG and the customer: 1. Contract; 2. T&C of Lignatur AG; 3. SIA standards; 4. Incoterms 2010; 5. Swiss law.

2. Offers and contract formation

Any information, technical advice as well as other data from Lignatur AG is provided to the best of its knowledge and belief and on the basis of experience.

Unless otherwise specified, Lignatur AG assumes that the documents and data (plans etc.) placed at its disposal are com-plete and suitable for calculating an offer when it submits its quotation. If these are vague, incomplete or non-existent, the cost calculation is only a non-committal recommended price. Offers from Lignatur AG are valid for 60 days.

If an order is placed on the basis of an offer, a contract only comes about when Lignatur AG has confirmed the order in writ-ing, whereby an invoice or delivery note also counts as such. The contract is deemed to have been concluded in any case when the customer accepts the delivery; the confirmation by Lignatur AG alone is decisive for the scope of the contractually due work or services. Communication per fax or e-mail is mutually accepted.

3. Prices

All prices in prices lists and brochures are non-committal.

The price agreed for the ordered goods is understood to be net, in either Swiss francs or euros depending on the agreement, plus VAT unless otherwise specified. The prices w/o VAT and customs for the customer are based on the currently valid pric-es lists minus the discounts granted to the customer or according to separate offers, whereby miscalculations and technical adaptations cannot be ruled out.

If it can be proven that costs have risen in the course of processing the order, e.g. through surcharges (fluctuations on the raw materials market), introduction of new technical standards, additional fiscal charges, tariff increases or strong currency fluc-tuations, Lignatur AG reserves the right to adjust the prices accordingly.

If Lignatur AG and the customer have agreed on the DDP (Delivery Duty Paid) clause pursuant to Incoterms 2010, the quoted price applies as the total delivered plus VAT including customs duties. This corresponds to the delivery of the ordered goods including packaging and freightage as well as loading onto trucks and customs duties. However, any taxes and fees are to be borne by the customer.

Complicated access as well as excessive waiting times before or during unloading entitle Lignatur AG to levy a surcharge.

4. Delivery

The places of delivery and transfer of risk depend on the Incoterms 2010 clause agreed between Lignatur AG and the cus-tomer. If there is no express agreement on the places of delivery and transfer of risk, the delivery will be made EXW (ex works). In this case, the place of fulfilment is the Lignatur AG works in Waldstatt. Delivery shall then be deemed to have been effected when the goods are provided for loading at the works in CH-9104 Waldstatt. The risks of shipping and conveyance are transferred to the customer in all cases ex ramp in the works in CH-9104 Waldstatt, even if a carriage or postage-free delivery of the goods has been agreed.

It is assumed that entry and exit for a semi-trailer or articulated truck will pose no problems when the ordered goods are de-livered by the forwarding company. The costs of transport include an idle time of 0.75 h/100 m². Additional expenses will be charged in the event of longer truck idle times or if access is complicated.

Lignatur AG will endeavour to meet the confirmed delivery deadlines, but it cannot assume a guarantee for these. Deliveries that are delayed by up to 2 hours do not entitle the customer to claim for damages. Every further hour that the customer has to wait will be compensated with CHF 100.00. Delayed deliveries that entitle the customer to this kind of compensation must be noted on the waybill (CMR) and delivery note.

The delivered elements are packaged in stretch film as protection during storage, loading and unloading. Additional protec-tion against the weather and any further protective measures are necessary during intermediate storage on the building site. Lignatur AG can assume no warranty in the event of incorrect intermediate storage on the building site.

5. Delivery periods

Delivery periods that have been agreed in writing begin on receipt of the written release for production, i.e. after receipt of the order and clarification of all technical details with the customer, and apply on condition that the signed confirmation of order has been returned.

Unforeseeable events such as machinery failures, fire, business disruptions, transport difficulties etc. that render a delivery impossible, release Lignatur AG from its obligation to meet delivery deadlines and entitle it to terminate the contract without any liability for damages.

In the event of a delayed delivery for which Lignatur AG can be held responsible, damages are limited to 3% of the value of the goods affected by the delay. No further rights exist, such as the termination of the contract.

Compliance with the delivery deadlines and periods can only be guaranteed if payments are made in due time. If the cus-tomer fails to meet their contractual payment obligations despite a written reminder, Lignatur AG can cease all further deliver-ies to the customer subject to additional claims.

6. Invoicing

Unless otherwise agreed in writing between the parties, invoicing shall take place on delivery of the goods. Construction-related postponements are reserved; in this case Lignatur AG can issue an invoice before delivering the goods.

7. Payment and default

Unless otherwise agreed, or if no separate written payment plan exists with regard to the deadlines and discount conditions etc., the invoices must be paid within 30 days of invoicing, with no deductions. A separate discount can be agreed for pay-ments within 14 days. Lignatur AG is entitled to make an additional charge for unauthorised deductions.

Lignatur AG and the customer can agree to payments on account depending on the sum total and progress of the order (payment plan). Advance payments, instalments and progress payments can be agreed after partial deliveries in a payment plan. This kind of customised payment plan for the customer must be integrated in the contractual arrangement between the parties.

In the event of a delayed payment, default arises on the 31st day after invoicing with no need for any further reminder (Art. 102 (2) OR (Swiss Law of Obligations)). Lignatur AG can charge default interest pursuant to Art. 104 (3) OR, though at least 5%, for delayed payments. If the customer is in default, payments from other contracts also become due immediately and Lignatur AG is entitled to terminate all contracts with the customer after granting an additional respite of 10 days.

Lignatur AG is not obliged to accept cheques and bills of exchange.

The customer may not withhold payment, either in part or in full, on account of non-acceptance of the goods or possible de-fects. The customer has no offsetting rights whatsoever.

8. Warranty/guarantee

Lignatur AG warrants material defects for a period of 24 months after invoicing. No warranty exists for the complete ceiling or roof system of which the LIGNATUR elements are only a part and in the event of their incorrect application and use, for changes in colour (e.g. through ageing or yellowing) as well as dirt on the surfaces (e.g. through handling and transport). Damages or losses incurred during transport will be taken into account provided Lignatur AG has assumed responsibility for the transport and this has been confirmed in writing by the truck driver. Lignatur AG is entitled to exonerate itself through re-pair or replacement.

LIGNATUR timber elements are delivered with a customary wood moisture content. Their correct storage and control is the responsibility of the customer. In the event of incorrect storage (e.g. moisture, soiling, mechanical damage) the products may suffer qualitative, i.e. static and aesthetic damage. Lignatur AG cannot be held liable for these defects. Lignatur AG assumes that the customer is familiar with the quality criteria and specific properties of timber products. The warranty does not cover natural wear and tear or damage caused by incorrect treatment, climate or faulty installation by third parties.

Wood is a natural product. Differences in structure and colour underline its authenticity and individuality. Knotholes, grain, resin pockets etc. may be visible depending on the timber classification. The outer layers of wood in particular absorb mois-ture in a state of construction so that shrinkage cracks can appear on the surface of glulam timber – even along the glued joints. The criteria for laminated and glulam timber are assessed and observed in accordance with the rules of the Swiss trade practices for sawn and glulam timber.

9. Liability

The customer must inspect the goods on receipt for obvious defects and immediate notification must be given of such, oth-erwise they will be deemed to have been approved. As for the rest, warranty rights only exist if notification of existing defects is given immediately on their detection. The notification of defects must be sent in writing to Lignatur AG.

In the case of defects that occur within the warranty period and which have been reported correctly, Lignatur AG can optional-ly choose to replace or repair the damaged part/object, or – should they waive the option of a repair or replacement – they can grant the customer a price reduction. In the event of defects, the maximum liability may not exceed the price paid for the corresponding partial performance. All further claims of the customer such as rescission or damages (including the liability for consequential damages) etc. are expressly excluded.

Lignatur AG is not liable for losses or costs in connection with the use, or on account of the impossibility of use of the goods for any purpose. Nor is Lignatur AG liable for consequential damages, direct and indirect damage, personal injury, incorrect product presentation or product suggestions as well as errors on the website, in technical documents, programmes or in manuals. As for the rest, liability is excluded wherever permitted under Art. 100 f. and Art. 199 OR.

The customer’s claims for defects lapse on any case two years after invoicing.

10. Reservation of title

The delivered goods remain the property of Lignatur AG until the complete price has been paid by the customer and settle-ment of any other claims of Lignatur AG arising from (this or any other) contract or any non-contractual claims of Lignatur AG. Lignatur AG is entitled to make a corresponding entry in the reservation of title register. If the goods have been processed, the customer assigns all claims against third parties to Lignatur AG, making it co-owner of the goods. The customer shall take all measures necessary to protect the ownership claim of Lignatur AG. The customer may neither dispose of nor pledge the goods or assign these to third parties as security until full payment of the complete price. The customer’s authority to process or sell the delivered goods ends if there is any indication of the customer’s insolvency.

11. Obligations of the customer

The customer agrees to accept the goods including any packaging material.

The customer also agrees not to assign the goods to third parties as security and will inform these of any existing reservation of title of Lignatur AG.

The customer may not offset the price of any other claims of Lignatur AG against counter claims.

In the event of any changes to the documents and data submitted for the calculation of the offer after the order has been placed, the customer shall indemnify and hold harmless Lignatur AG against any third-party claims that arise regardless of any fault.

The customer is obliged to meet all of their reporting obligations, in particular with respect to any EU customs duties, in ac-cordance with the applicable statutory requirements (Intrastat declaration, VAT declaration, summary declaration etc.). If the customer does not meet their reporting obligation properly, they are obliged to compensate Lignatur AG for all machinations, additional costs and actual losses incurred as a result of this.

If the statutory requirements are given for EU customs clearance and if this is to be carried out by Lignatur AG, the EU cus-toms clearance by Lignatur AG must be recoded in a separate agreement in each case.

12. Termination of the contract

The customer may only terminate the contract with a remuneration for the work and services already performed and profits lost by as well as the full indemnity of Lignatur AG.

13. Validity

These general terms and conditions of business come into effect on January 1, 2018.

14. Place of fulfilment/jurisdiction

The place of fulfilment and jurisdiction for all disputes arising from this contract is the place of business of Lignatur AG, CH-9104 Waldstatt. This place of jurisdiction also applies if the customer claims a non-contractual legal basis. However, Lignatur AG is entitled to sue the customer at the latter’s registered address.

15. Applicable law

Swiss law (to the exclusion of the UN Convention on the International Sale of Goods) applies for all disputes arising from these terms and conditions as well as any contracts concluded between Lignatur AG and the customer. This choice of law also applies if the customer claims a non-contractual legal basis.

16. Amendments to this contract

Any deviation from the foregoing terms and conditions requires the written consent of both parties.

17. Invalidity of individual provisions

If individual provisions in contracts that are concluded between Lignatur AG and the customer or in these general terms and conditions of business be or become invalid, void or otherwise ineffective, this shall not affect the validity of the remaining provisions. In this case, and in the event of any loopholes, the contracting parties agree to negotiate a substitute provision that comes closest to the balancing of interests intended by the invalid or void provision.

18. Final provisions

These general terms and conditions of business also apply for future contracts between Lignatur AG and the customer without their validity having to be agreed anew. They take priority over any general terms and conditions of business of the customer without Lignatur AG having to reject these.