Confirmation of the order

General Terms & Conditions of Business

General Terms and Conditions of Sale and Delivery of Scemama SA.

1. General remarks
   1.1 These Terms and Conditions of Business shall be applicable both to deliveries to “entrepreneurs”, i.e. to natural persons, legal entities or partnerships with legal capacity which enter into a business relationship with us as part of their commercial or independent vocational activities, and to deliveries to “consumers”, i.e. to natural persons who enter into a business relationship with us outside of commercial or independent activities.
   1.2 All offers, deliveries and services and the conclusion of the accompanying contracts between Scemama SA. as supplier and the buyers shall be based bindingly on these Terms and Conditions of Business. Other terms and conditions shall only be valid insofar as they have been expressly and mutually agreed in writing.
   1.3 By placing an order, the buyer declares bindingly that he wishes to acquire the merchandise ordered. The contract comes into being when we expressly acknowledge the order or when the order is transacted by delivery of the merchandise.
   1.4 The content of advertising brochures and catalogues, as well as particulars in technical documents and assurances of properties shall not be binding without an express agreement in writing. The availability of the merchandise from the manufacturer shall remain reserved. Assembly and operating instructions shall only be included in the scope of delivery if such are made available by the manufacturer.
   1.5 In the case of individually manufactured special tools, the buyer shall assume responsibility for the correctness of specifications (drawings, dimensions, etc.) made available by him. In order to avoid errors and consequential costs, these specifications are always to be communicated in writing. Special tools cannot be taken back and cannot be exchanged.

   2. Prices
   2.1 Provided that nothing to the contrary has been expressly agreed, all deliveries shall be made at the prices stated in the Scemama Shop (www.scemama.ch).
   2.2 Any discounts that may have been included in the net prices, shall only apply above a minimum merchandise value of CHF 100.00 (excluding dispatch and packaging costs and value-added tax).
   2.3 The costs for dispatch and packaging shall be invoiced separately. Depending on the Incoterms or dispatch options selected or agreed at the time of ordering, additional costs are incurred, such as customs duty, taxes, transport insurance, etc.
   2.4 All prices quoted shall be, as far as applicable, exclusive of the statutory value-added tax in force at the time.
   2.5 The buyer shall have to check the invoice within a reasonable period; complaints relating to the invoice will no longer be considered after the end of the period of payment.

2. Payment terms
   3.1 Payment of the purchase price can be made by means of the types of payment (credit card, or payment in advance) accepted in the Scemama Shop (www.scemama.ch).

   4. Terms and Conditions of Delivery and Dispatch
   4.1 The minimum merchandise value shall be CHF 30.00 per order (excluding dispatch and packaging costs and VAT). Partial deliveries shall remain reserved, insofar as this appears advantageous for efficient processing of the order. Any transport damage is to be reported immediately to the haulage contractor concerned.
   4.2 No required or prescribed packaging shall be taken back. Exceptions shall be specially noted.
   4.3 Benefit and risk shall pass to the buyer upon the hand-over of the delivery. Deviating regulations pursuant to the Incoterms selected by the buyer shall remain reserved.
   4.4 If the merchandise ordered is no longer available, the customer shall be free to withdraw from the order or to accept a proposed substitute item. The proposed substitute item may differ in quality and price.
   4.5 The buyer shall take note that the export of certain products (including software and documentation) may be subject to restrictions and approval, e.g. on account of their type, intended use or ultimate destination. The buyer undertakes strictly to observe all applicable provisions regarding export controls and sanctions, in particular those of Switzerland, the European Union, the member states of the European Union, as well as the USA.

3. Right of return
   5.1 The buyer may return the merchandise supplied by us within 10 calendar days from the date of delivery. In order that we can take the merchandise back, it must be in an unused and undamaged state, and returned complete and in its original packaging.
   5.2 The right of return shall be excluded for individually manufactured items and for items not kept in stock and procured specially for the buyer.
   5.3 The merchandise shall be returned at the buyer’s expense and risk.
   5.4 In the case of a legally valid exercise of the right of return, after receipt of the merchandise, we shall reimburse or credit any payments already received.

   6. Warranty, service
   6.1 The warranty for second-hand items is in function.
   6.2 The warranty for liquidation items is as it without any warranty

6.3 The manufacturers’ guarantee terms and services shall apply to new merchandise generally 12 month.
6.4 The buyer shall be obliged to check every delivery immediately after receipt for external damage, misdelivery or erroneous quantities. Complaints must be made to us within 3 working days after receipt of delivery. Defects occurring during the warranty period are to be notified to us immediately after discovery. If no defects can be determined or the same do not fall under the warranty, we can pass the costs for checking and dispatching the item on to the buyer.
6.5 In the case of defects which are covered by the warranty, it shall be at our or the manufacturer’s discretion whether to repair the item or to replace it with goods of equal quality. Any further guarantee shall be ruled out; in particular, the buyer shall not be entitled to any right to cancellation of contract or a reduction of payment.

6.6 Besides, we shall also carry out repair and service work for the merchandise offered by us. The costs thus incurred shall be to the buyer’s charge. If a buyer expressly requests a preliminary estimate of costs, the costs thus incurred plus a handling charge shall be invoiced to him, even if he dispenses with the execution of a repair or an order.

7. Liability
7.1 Any liability of Scemama SA for breach of contract, impossibility of performance, undue delay in delivery, warranty or any other legal reason shall be ruled out, as far as legally permissible.
7.2 On no account shall the buyer have any claims to compensation for damage which has not occurred on the item of delivery itself, such as, in particular, loss of production, loss of use, loss of orders, third-party claims, loss of profit, as well as other consequential damage and indirect damage.

8. Concluding provisions
8.1 Data protection: Personal data collected from the buyer shall be treated with confidentiality and due care..
8.2 Amendments: We reserve the right to adapt or amend these present Terms and Conditions of Business at any time if required.
8.3 Partial invalidity: The invalidity of individual provisions of these present Terms and Conditions of Business or of the delivery agreement concluded with the customer shall not affect the validity of the other provisions.
8.4 Applicable law: This contract and all of the parties’ legal relations shall be subject to Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
8.5 Place of performance and legal venue: Subject to the reservation of mandatory statutory provisions, Biel/Bienne (Switzerland) shall be regarded as the place of performance and legal venue. We reserve the right in every case to take legal action against the buyer at his registered office or place of residence.

May 2016 Edition