1. Validity of the General Terms and Conditions

The General Terms and Conditions apply for all sales and deliveries of the seller, unless otherwise explicitly agreed upon in writing. They expressly supersede the General Terms and Conditions of the Purchaser.

2. Declaration of the wood products

Wood from sustainable forestry is used for the products. We declare our wood products depending on the type and origin of the wood. The declaration takes place to the best of our knowledge and belief and is based of information from our suppliers.

3. Right of withdrawal

All concluded contracts are understood to be under reservation of Acts of God such as strike, lockout, prevention of shipping, blockade, seizure, conflagration, earthquake, shortage of raw materials, machine breakdown, import and export prohibitions, quota fixing measures, increase of insurance fees and other events independent of the will of the seller or its suppliers. In such cases, the seller is entitled to wholly or partly withdraw from the concluded contract, without the purchaser being able to derive damage compensation claims as a result. The same conditions apply to the Distributor. In the conditions above stated, he is entitled to withdraw from the contract and he is exempted from paying any damages, compensations or penalties as a result of the described conditions.

4. Price changes

Any official or other external changes since the conclusion of the contract, such as increases in customs duties and harbour dues, additional transport costs, possible dock charges, additional low water charges or surcharges for prevented water forwarding, newly created quota fixing charges, changes of exchange rates, price increases of the suppliers etc. can be added by the seller to the originally agreed price without the purchaser having the right to withdraw from the contract. All changes should be prior announced with 30 days and documented to prove that were external increases.

5. Beginning of the binding legal force

The contract between Pavatex SA, Fribourg, Switzerland and the purchaser comes into force upon issuance of a sales confirmation and the charges stated therein become legally binding for the purchaser, if he does not raise a written objection within three working days after receipt. Orders and confirmations can also take place by fax and e-mail.

6. Transfer of benefit and risk

Benefit and risk are transferred to the purchaser at the latest upon the delivery after the Distributor signs and stamps the proof of Delivery leaving the works unless otherwise agreed.

7. Transport

All the Delivery costs are at the expense of the customer unless otherwise agreed, except for the situations described in Point 15.

8. Prices

If not noted otherwise, the prices apply excl. VAT (and duty unpaid at the foreign place of delivery). Price changes acc. to no. 4 reserved: The date of the order confirmation of the seller is taken as the price basis. The share of transport costs is set off in accordance with the currently specified values.

9. Invoicing

The dimensions and specifications determined upon departure are decisive for invoicing, irrespective of whether a transfer has taken place or not, as long as the difference is not bigger than +/- 1% from the initial quotation. All increases are subject to the Distributor approval before invoicing. The Supplier undertakes the responsibility to provide accurate quotations and commits himself to support the difference in confirmed and paid orders by the Distributor’s Clients. Harbour dues, surcharges for truck removal etc. will be borne by the purchaser.

10. Obligation and liability of the seller

Quotations are always subject to the confirmation of the seller; prior sale reserved. Information regarding dryness, delivery time, weights, freights etc. takes place according to the best of knowledge and belief, but is non-binding. Samples provided always remain type samples. Liability and guarantee claims can be asserted up to the value of the delivered quantity substantiating the complaint at the most.

11. Delivery times and supply quantities

The delivery times stated in our order confirmations only begin after the procurement of the possible official formalities such as import and payment approvals, after receipt of the payments and securities to be provided in advance and after clarification of major technical issues. In case of special orders, the purchaser will accept excess and short quantities of -/+ 5% or to the normal industry-related extent.

12. Acceptance of delivery and default of payment

Non-acceptance of the goods within the agreed period entitles the seller to fully or partly invoice the delivery. Storage costs, interest losses etc., possibly incurred from the delayed acceptance will be borne by the purchaser. In the case of changes in the financial situation of the purchaser and non-observance of the agreed payment conditions, the seller has the right to cancel any granted discounts and orders not yet delivered, without the purchaser being able to assert a claim to remuneration or damage compensation, only after sending an official notification to the Purchaser informing him to solve and clarify these contested aspects of the collaboration. The Purchaser has 30 days to solve these issues, if not, the notificated aspects can be implemented by the Supplier. If intermediate storage of the goods should become necessary, then the costs incurred will be borne by the purchaser. If the goods are not accepted within the seller’s working hours, then the additional expenses, such as e.g. extra freight costs will be paid by the purchaser.

13. Conditions of Payment

Payment takes place net within 75 days after receipt of the goods at the latest, with the deduction of cash discount, unless otherwise agreed in writing. In case of late payment, of more than 30 days above the settlement date, the seller is entitled to debit the purchaser’s account with default interest of at least 2% above the usual interest rate of the Fribourg Kantonalbank as well with as other expenses. In case of non-adherence to the agreed payment dates, in particular in the event of collection, the seller expressly reserves the right to immediately declare all receivables due and payable and to cancel any granted discounts.

14. Retention of title

The delivered goods remain the property of the seller until the purchaser has fulfilled all of its contractual obligations.

15. Notices of defects

Complaints must be reported in writing within 14 days after receipt of the goods and prior to processing. Deliveries must be checked upon receipt for completeness and quality. Any differences or defects must be noted on the delivery documents or communicated by filling out a report in the following 30 days after delivery (monthly). In case of any differences established in invoices, complaints must be filed in writing at the latest 15 days after receipt of the invoice in question. Otherwise goods and invoices will be deemed to have been accepted. If the delivery is wrong or has defects in a percentage more than 40% the purchaser has the right to refuse it and the costs of the delivery and return will be 100% supported by the supplier. The payment term, if the case, will occur from the moment all the invoices are corrected. Notices of defects do not under any circumstances substantiate the refusal of acceptance of the delivery or of the agreed payment. Furthermore, the purchaser is responsible for the proper storage of the goods until the regulation of the complaint. Furthermore, the purchaser is responsible for the proper storage of the goods until the regulation of the complaint.

16. Returns

Returns will only be accepted if the products return in brand new, unused condition and – if packaged – in the unopened original packaging.. Customised products cannot be returned.

17. Supplementary terms and conditions

In addition, the terms and conditions of delivery in our respectively valid price list or Final Terms apply.

18. Place of fulfilment

The place of fulfilment is Fribourg, Switzerland.

19. APPLICABLE LAW

THIS CONTRACTUAL RELATIONSHIP IS SUBJECT TO SWISS SUBSTANTIVE LAW, EXCLUDING THE PROVISION OF THE VIENNA CONVENTION AND THE PROVISIONS OF THE SWISS INTERNATIONAL PRIVATE LAW.

20. PLACE OF JURISDICTION

THE ORDINARY COURTS IN FRIBOURG, SWITZERLAND ARE SOLELY RESPONSIBLE FOR THE ASSESSMENT OF ALL DISPUTES FROM OR IN CONJUNCTION WITH THIS CONTRACTUAL RELATIONSHIP INCLUDING SUCH DISPUTES REGARDING THE VALIDITY OF ITS CONCLUSION, ITS LEGAL EFFECT, ITS AMENDMENT OR CANCELLATION.