DECOLAN warrants that, under normal use and service, the material shall conform to the standards set forth on the applicable technical data sheet, for a period of 5 years from the date of sale to the first purchaser.In the event that a product does not perform as warranted, the seller’s only obligation will be to replace defective sheets on a one to one basis.Neither the manufacturer nor the seller shall be liable for any additional damage or loss, directly or indirectly, arising as a result of using our products.
This warranty applies only to products:
– In their original installation
– Purchased by the first consumer purchaser
This warranty is not transferrable and expires upon resale or transfer by the first consumer purchaser.
This warranty shall not apply to defects or damage arising from any of the following:
– Improper fabrication or installation
– Improper maintenance
– Exposure to extreme temperature
– Accident abuse or misuse
1. The following definitions apply in these conditions:
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Decolan SA.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 12.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
2. Subject to any variation under condition 4 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
3. No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
4. These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by [the CEO] of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
5. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
6. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
7. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
8. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of  days only from its date, provided that the Company has not previously withdrawn it.
9. Buyer must satisfy itself before Contract that goods purchased are suitable for its requirements. No cancellation will be accepted by the Company except in accordance with these Conditions.
10. The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order. Where the Buyer has specified that the goods shall be of a certain colour or size, such specification shall be subject to reasonable commercial variation other than where specifically agreed with the Company.
11. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
12. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company’s place of business.
13. The Buyer shall take delivery of the Goods within 14 days of the Company giving it notice that the Goods are ready for delivery.
14. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
15. Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
16. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
– risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Companyís negligence);
– the Goods shall be deemed to have been delivered;
– the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
17. The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
18. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
19. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
20. The quantity of any consignment of Goods as recorded by the Company on despatch from the Companyís place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
21. The Company shall not be liable for any non-delivery of Goods (even if caused by the Companyís negligence) unless the Buyer gives written notice to the Company of the non-delivery within 18 days of the date when the Goods would in the ordinary course of events have been received.
22. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
23. The Goods are at the risk of the Buyer from the time of delivery.
24. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
25. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
26. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
27. The Buyer’s right to possession of the Goods shall terminate immediately if:
28. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
29. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
30. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer
31. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in conditions 29-31 shall remain in effect.
32. Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s quotation.
33. The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, admin fees, enviromental charges, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
34. Subject to condition 1.37, payment of the price for the Goods is due in the currency shown in the invoice, not later than the due date.
35. Time for payment shall be of the essence.
36. No payment shall be deemed to have been received until the Company has received cleared funds.
37. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
38. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
39. If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.
40. Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
41. The Company warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 5 years from the date of delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
42. The Company shall not be liable for a breach of the warranty in condition 1.41 unless:
43. The Company shall not be liable for a breach of the warranty in condition 41 if:
44. Subject to condition 42 and condition 43, if any of the Goods do not conform with the warranty in condition 41 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
45. If the Company complies with condition 44 it shall have no further liability for a breach of the warranty in condition 41 in respect of such Goods.
46. Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 5 years period.
47. Subject to condition 15, condition 22 and condition 45 the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of :
48. The Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused)] which arise out of or in connection with the Contract.
49. The Company may assign the Contract or any part of it to any person, firm or company.
50. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
51. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either partyís workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or increase of cost for the raw materials in excess of 5%, or price increase applied by the manifacturer of the product in excess of 5%, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
52. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
53. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
54. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
55. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
56. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Swiss law and the parties submit to the exclusive jurisdiction of the Swiss courts.
57. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
58. Communications addressed to the Company shall be marked for the attention of [the CEO].