Offers, services, and deliveries by Cambois SA, CH-1131 Tolochenaz (“Cambois SA”) shall be made exclusively on the following terms and conditions, unless a mandatory legal requirement or express written agreement between the Parties provide otherwise.
1. Offers shall always be non-binding and subject to confirmation. All customer orders shall require Cambois SA’s written confirmation in order to be legally effective.
2. The present Terms & Conditions shall be deemed accepted at the latest when the customer accepts the goods or services. The customer’s terms of business and purchase shall not apply.
3. Drawings, illustrations, dimensions and other data in catalogs and other depictions of the goods shall only be binding if expressly confirmed in writing.
4. Information given by Cambois SA about delivery dates shall always be non-binding. In exceptional individual cases, where delivery dates are designated as binding, the Parties shall allow a reasonable period of grace before refusing later performance.
5. All price and cost information shall refer to net prices, exclusive of value-added tax. Price information shall refer to goods ready for delivery at Cambois SA’s store, exclusive of transport costs.
6. Cambois SA shall pick and measure the goods in the customary commercial way unless goods are specifically designated by arrangement with the customer. In the case of burl, pyramid-grain or figured veneers and other types of wood grown in movement leaves trimmed up to 5% below size shall not constitute defective goods.
7. Cambois SA shall give no warranty or assurance in relation to specific properties of the goods or their usability. The same shall apply to employees of Cambois SA, who are not authorized to make declarations to this effect to the customer.
8. Cambois SA shall have the right of part-deliveries.
9. The risk of deterioration and destruction of the goods shall pass to the customer on selection thereof or on processing ready for delivery. This provision shall also apply if Cambois SA handles the delivery of the goods by special agreement.
10. The storage of the goods from the selling date as well as the shipment shall take place on the customer’s account and risk even on a free delivered base consignment. We are entitled, but not obliged to cover insurance. The prosecution of any shipment damage is the duty of the consignee. Carriage of the goods within Switzerland shall take place for the customer’s account and at its expense.
11. The goods shall remain Cambois SA’s property until full payment of all claims arising from the entire business association between the customer and Cambois SA. If the goods are processed, Cambois SA shall acquire proportionate co-ownership of the customer’s related products. In the case of third-party attachments, the customer shall draw attention to Cambois SA’s co-ownership. The customer hereby assigns claims against third parties, arising from the onward sale of the customer’s products, up to the level of the payment claims existing in Cambois SA’s favor. The customer shall transfer payments made to it by third parties to Cambois SA until all existing payment claims have been satisfied.
12. The customer shall present complaints about the quality or processing of the goods in writing within eight days of receipt and, in all cases, before the goods are further processed. Defects that invisible before processing shall form an exception to this: the customer shall report them to Cambois SA immediately on discovery. The same shall apply accordingly to the provision of individual services by Cambois SA.
13. If the defects in the goods are more than minor, Cambois SA shall, at its discretion, supply replacements or grant a reasonable price reduction. The customer shall have no further claims, especially for a refund of costs and losses incurred by it through the further processing of the goods.
14. If a defect, in the terms of the law on the sale of goods, exists and was demonstrably present at the time the risk was passed, and if the buyer fulfilled its obligation to check the goods and notify defects, Cambois SA AG may, at its discretion, repair the faulty component/item, supply a replacement or, if the buyer forgoes repair or a replacement, grant the buyer a reduction in the purchase price. This obligation shall be statute-barred and lapse 12 months after supply. After this point, the buyer shall have no claims whatsoever, irrespective of whether the defect is visible, hidden or damaged due to force majeure.
All further claims on the part of the buyer, such as rescission of the sale, reduction of the purchase price, compensation (including liability for consequential losses), etc. are hereby expressly excluded.
15. Cambois SA may request a down-payment and require payment of reasonable installments at any time. Until down-payments and installments have been made, Cambois SA shall not be bound to complete (further) services. If a payment deadline is missed, or circumstances become known which call the customer’s creditworthiness into question, all Cambois SA’s payment claims against the customer shall immediately fall due for payment.
16. Invoices shall be payable within 30 days net unless other terms are agreed. In case of default of payment, a 5% default interest shall be payable plus a reminder fee of CHF 200. In the case of collection, the costs incurred shall be charged.
17. The customer may only offset its payment obligation against claims arising from other contractual relations with Cambois SA, or withhold money accordingly if such claims are undisputed or established as res judicata.
18. The place of performance for both Parties shall be Tolochenaz. The legal relations between the customer and Cambois SA shall be governed by Swiss law, to the exclusion of all conflict of laws provisions. The place of jurisdiction shall be Tolochenaz,
Cambois SA, Tolochenaz, January 2020