General business terms and Conditions of Sale

The following general terms and conditions (GTCs) apply to all the business of Farbstaerke Limited and are an integral part of all agreements pertaining to orders placed with Farbstaerke Limited. The purchaser acknowledges these GTCs when placing orders. Additional verbal agreements require written confirmation in order to commit Farbstaerke Limited to an activity. Provisions that are not set out in these GTCs are to be found in the Swiss Code of Obligations and shall apply secondarily. None of the buyer’s general terms and conditions are applicable unless explicitly agreed in writing.

Conclusion of contract

Farbstaerke Limited’s offers and quotations are non-binding, unless a binding force or validity is expressly stated for a period of time determined by Farbstaerke Limited. A contract can only be concluded by an electronically transmitted or written confirmation from Farbstaerke Limited.

Prices

Prices are quoted in Swiss francs, net ex works and are subject to the statutory taxes applicable on the date of delivery (value added tax, VOC tax, etc), unless otherwise agreed in writing. Farbstaerke Limited is permitted to alter prices, due, in particular, to raw material price fluctuations or exchange rate differences.

Payment conditions

Unless otherwise agreed in writing, the amount on the invoice is due for payment without any deductions within 30 days of the date of the invoice. Timely payment is only deemed to have been made when Farbstaerke Limited has use of the money paid into the account specified by Farbstaerke Limited on the due date.

The purchaser will receive a reminder if the invoice is not settled within the stated payment period. If the invoice is not paid in full within the set period, the buyer shall immediately be deemed to have defaulted on payment. Should a payment default occur, a late payment penalty of at least 5% interest on the outstanding amount will be charged from the due date.  Farbstaerke Limited has the right to refuse or stop the delivery or service provision should a buyer default on payments. Farbstaerke Limited can demand a prepayment from the buyer for the entire invoice amount or on a pro rata basis.

Delivery

Unless otherwise agreed in writing, the purchaser will bear the risk and expense for shipping and packaging the goods. Information pertaining to delivery times is non-binding. Farbstarke Limited is not responsible for significant, unforeseeable operational disruptions that results in delivery deadlines being exceeded, nor for delivery failures caused by suppliers, business interruptions due to shortages of raw materials, energy and labour, or by strikes, official orders and cases of force majeure at Farbstarke Limited and its sub-suppliers. They all may extend the delivery time by the duration of the impediment to performance, insofar as they are of importance for the ability to deliver goods.

Transport damage

The purchaser assumes the risk and use of the goods upon delivery for shipping or loading at the dispatch site. Should transport damage occur, the purchaser must therefore directly lodge a claim for the damage with the transport company. Farbstaerke Limited bears no liability for a purchaser’s claim due to defective delivery, nor for compensation and dissolution of the contract. If, according to a separate written agreement, Farbstaerke Limited’s bears the cost of shipping and therefore the risk, the purchaser is obliged to examine the goods immediately upon arrival for possible transport damage. Should damage be suspected, the purchaser must only acknowledge provisional receipt of the goods (e.g. to be noted on the bill of lading) and indicate the irregularity or suspected damage. The purchaser must immediately inform Farbstaerke Limited in writing about the transport damage, otherwise all rights are forfeited.

Complaints about the goods

The goods are to be checked for quality, suitability and colour accuracy in the respective medium (lacquers, paints, plasters, etc.) before use. Complaints can only be made in writing before the goods are mixed and only within 14 days of receipt of the goods. If the requisite inspection is omitted or improperly carried out, or if complaints are not reported immediately, at the latest within 14 days of receipt, the goods shall be deemed to have been approved. Should properly reported and identified defects occur for which Farbstaerke Limited is responsible, rectification of the complaint is carried out at the exclusive discretion of Farbstaerke Limited. This encompasses price reduction, rectification or an exchange of the goods. Farbstaerke Limited does not accept any further liability, as it cannot influence the type of coating formulation, the method of application and processing, the general compatibility and the intended use. This also applies, in particular, to the information and recommendations in the product descriptions and test sheets.

Warranty

Farbstaerke Limited guarantees a consistent quality of its products in line with its test conditions. Deviations within error limits and/or measurement tolerances are unavoidable and are expressly reserved. No further warranty is given, especially not for defects resulting from the application. Farbstaerke Limited cannot guarantee that the product is suitable for the purchaser’s application purpose.

Before processing, the purchaser has to consistently check the product in each container to ensure that it is defect-free. All colour shades must be checked and approved by the purchaser before a sale, otherwise he forfeits all rights.

The services such as consulting and/or laboratory services (e.g. compatibility tests) that Farbstaerke Limited provides, are carried out to the best of its knowledge. All statements and information about suitability and application of the delivered goods are non-binding and do not release the purchaser from his own tests and trials. This applies in particular if thinners, hardeners, additional varnishes or other components are added which were not purchased from Farbstaerke Limited.

Liability

Farbstaerke Limited is only liable for any direct damages it causes and then only as far as the said damages were caused by wilful intent or by gross negligence. Any further liability, in particular for slight negligence, force majeure or consequential damages such as loss of profit, unrealised savings, additional expenses etc, as well as for damages which have not occurred to the delivered goods themselves, is expressly excluded. The liability for personal injury is excluded as far as legally permissible. The liability of Farbstaerke Limited is also limited to the purchase price for the ordered goods. The purchaser is obliged to report any damages immediately in writing. Furthermore,

Farbstarke Limited is not liable for the further processing of the delivered goods and the resulting work results, nor for the mixing/mixing of the delivered goods with other goods or additives, or for modifications to the delivered goods. Farbstaerke Limited also bears no liability for all events and facts that are beyond its influence and control.

Retention of title

Until the purchase price (including any interest on arrears and costs) is paid in full, retention of title of the sale object is held by Farbstaerke Limited. The purchaser hereby expressly grants Farbstaerke Limited the right to enter the retention of title in the retention of title register.

Waiver of Offset

Pursuant to Art. 126 in the Swiss Code of Obligations, the purchaser waives the right to assert any counterclaims (e.g. reduction in payment, costs of replacement work, claims for damages, etc.) against the claims of Farbstarke Limited. Disputes or disagreements do not entitle the purchaser to withhold or deduct payments from the invoices of Farbstaerke Limited.

Place of Fulfillment, Place of Jurisdiction and Applicable Law

The place of fulfillment for both parties is the headquarters of Farbstärke Limited.

The sole place of jurisdiction for all disputes is Buus BL, Switzerland. The legal relationship is exclusively subject to substantive Swiss law, excluding conflict of laws and the Vienna Sales Convention.

Buus, 14 Dezember 2014

This translation is provided for information purposes only and has no legal force. The German version is binding.