ONLINE SALES AND DELIVERY TERMS (September 29, 2016)
THESE SALES AND DELIVERY TERMS SHALL APPLY IN THEIR ENTIRETY TO GOODS DELIVERED BY EVOLVA SA TO THE BUYER UNLESS OTHERWISE EXPRESSLY AGREED UPON IN WRITING BETWEEN THE BUYER AND EVOLVA SA.
Placing an order through the Evolva web-shop shall be deemed to be an acceptance of these Sales and Delivery Terms (“Terms”) including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
The Buyer's specification of or reference to special purchase terms or the Buyer’s standard conditions of purchase in orders or other forms of correspondence shall not apply to the sale of Goods (as defined below) by Evolva to the Buyer unless expressly accepted in writing by Evolva and such acceptance is signed by an authorised signatory of Evolva.
The Buyer shall observe all relevant national legislation including any regulation or requirement of governmental or other regulatory authority in conjunction with the importation, use, storage and handling of the goods purchased from Evolva (the "Goods"). Thus, Evolva undertakes no liability for an infringement of patents or violation by the Buyer of any relevant legislation, regulation or requirement which is due to the Buyer's use or handling of the Goods.
The information in brochures, publications, etc. regarding Goods is of an informative nature only and does not constitute any form of warranty. Thus, Evolva accepts no liability for such information. The brochures may not be used for end customers and shall only be distributed in accordance with prior agreement with Evolva.
Buyer can review the most current version of the Terms at any time at this page. Evolva reserves the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our website. It is Buyer’s responsibility to check Evolva’s website periodically for changes. Buyer’s continued use of or access to Evolva website or purchasing Goods following the posting of any changes to these Terms constitutes acceptance of those changes.
All orders are subject to acceptance by Evolva. Evolva reserves the right to refuse to supply Goods to anyone for any reason at any time. Evolva reserves the right to limit the quantities of Goods that we offer. All descriptions of Goods or pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Orders accepted and processed by Evolva may not be cancelled by Buyer except as covered by Article 7, all sales are final.
Buyer agrees to provide current, complete and accurate purchase and account information for all purchases made at our store. Buyer agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates (provided such information has been stored by Buyer in the encrypted payment module), so that Evolva can complete Buyer’s transactions and contact Buyer as needed.
Prices are stated in USD. Prices shown on the website are subject to change without notice. Prices are quoted exclusive of VAT, sales tax and other duties international shipping charges, forwarding agent’s fees, bank fees, consular fees, document fees and import duties, which shall be borne by the Buyer in addition to the quoted price.
All payments must be in US Dollars, or will be converted to US Dollars using the available exchange rate at the time of purchase. Payment shall take place upon Evolva’s acceptance of the order. Credit cards accepted are MasterCard and VISA or payment via PayPal.
All sales are made from an Evolva warehouse in either Europe or the USA. Selection of the carrier and delivery route will be made by Evolva.
Shipping or freight charges and insurance from Evolva’s warehouse are prepaid and added to the Buyer’s invoice together with applicable taxes and export custom cost. . Buyer is responsible for all import or receipt custom cost.
Evolva will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer’s requested delivery date(s). Buyer acknowledges that delivery dates provided by Evolva are estimates only. EVOLVA SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGES OF ANY NATURE CAUSED BY ANY DELAY IN DELIVERY.
All risk of loss or damage passes to the Buyer at the time Goods have been delivered to the carrier, CIP Incoterms 2010 .
The Buyer shall immediately after receipt of the Goods initiate an adequate examination in order to determine possible Defects (as defined in Article 7) or shortages of the Goods.
Complaints regarding the Goods
A defect shall only be deemed to exist – and the Goods are only considered to be defective – if the Goods do not comply with Evolva’s specifications for the Goods provided in writing to the Buyer (“Defect”/”Defective”).
Evolva shall only be liable for Defects that exist at the time of delivery to Buyer in accordance with the agreed delivery terms, cf. Article 5. Thus, Evolva shall not be liable for any damages or changes in the Goods that take place after the Goods have been delivered to the carrier and risk of loss or damage has passed to the Buyer.
The Buyer shall notify Evolva in writing of any Defect or shortage of the Goods immediately after such Defect or shortage of the Goods are determined or ought to have been determined which in any case shall not be less than 15 days after receipt of the Goods by the Buyer.
The use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims regarding the Goods.
In case of a complaint, the Buyer shall not be entitled to dispose of the Goods or to return the Goods to Evolva without Evolva's prior written approval thereof.
THE BUYER'S NON-COMPLIANCE WITH ANY OF THE AFOREMENTIONED TERMS OF THIS ARTICLE 7 SHALL RELIEVE EVOLVA FROM ANY CLAIM OF ANY NATURE CAUSED BY THE DEFECTIVE GOODS OR GOODS THAT ARE IN SHORTAGE.
Evolva shall make a determination as to whether the Goods are Defective. Such determination will be made via analysis of the retained samples taken from the batches of production runs in which the relevant Goods were produced and on the basis of records held by Evolva. In case of disagreement between Evolva and the Buyer regarding whether the Goods are Defective, Evolva will submit representative samples to a laboratory reasonably acceptable to the Buyer to have that laboratory determine whether or not the Goods in question are Defective. The result of such analysis shall be final and binding upon Evolva and the Buyer. The Buyer shall cover the costs to the laboratory if the analysis shows that the Goods were not Defective. Otherwise said costs shall be covered by Evolva.
EVOLVA’S SOLE LIABILITY FOR GOODS THAT ARE DEFECTIVE SHALL BE AT EVOLVA’s DISCRETION TO EITHER REPLACE THE DEFECTIVE GOODS OR TO ISSUE CREDIT FOR THE AGREED UPON PURCHASE PRICE REGARDING THE PART OR PARTS OF THE GOODS THAT WERE DEFECTIVE.
EVOLVA’S SOLE LIABILITY FOR GOODS THAT ARE IN SHORTAGE SHALL BE AT EVOLVA’s DISCRETION TO EITHER DELIVER THE MISSING GOODS OR TO ISSUE CREDIT FOR THE AGREED UPON PURCHASE PRICE REGARDING THE GOODS THAT ARE MISSING.
EXCEPT FOR THE REMEDIES SET OUT IN THIS ARTICLE 7, THE BUYER MAY NOT EXERCISE OTHER REMEDIES OF ANY NATURE AGAINST EVOLVA.
In case the Goods, which the Buyer has complained about, are in fact not Defective or not in shortage, Evolva reserves the right to claim the costs incurred in connection therewith from the Buyer.
THE FOREGOING REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ANY WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EVOLVA DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS GOODS.
Evolva's liability is limited to the Buyer's proven and direct damages, and shall in no event exceed the agreed upon purchase price for each individual order. Thus, Evolva shall in no event be liable for punitive or exemplary damages, financial loss, consequential loss, loss of profit, loss of time or any other type of indirect loss or consequential damage whether arising from delay in delivery, from the supply of defective Goods or otherwise.
Subject to mandatory provisions of the applicable law, to the extent the Buyer incurs liability towards a third party the Buyer's claim against Evolva (if any) shall be limited according to the provisions in this Article 9. Any additional claims, including additional damages of any nature whatsoever cannot be advanced against Evolva irrespective of the cause thereof.
Subject to mandatory provisions of the applicable law, the Buyer shall indemnify, defend and hold harmless Evolva our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees from any claim or demand for any amount, whether damages, costs, interest etc. including reasonable attorneys’ fees arising out of Buyer’s breach of these Terms or the documents they incorporate by reference, or Buyer’s violation of any law or the rights of a third-party or that Evolva may be ordered to pay any third party over and above the limitation on liability referred to above in Article 9.
The Buyer shall not be entitled to any claim for compensation or damages or to terminate the contract for sale in case of a non-fulfilment which is due to force majeure.
If the force majeure situation remains for more than three months, the Buyer and Evolva shall each be entitled to terminate the contract for sale by a written notice to the other party. In case of such termination, the Buyer shall not be entitled to any claim for compensation or damages.
A force majeure situation exists if Evolva or any of its sub-suppliers are prevented from fulfilling its obligations due to war, civil war, riots, governmental intervention, import and export restrictions, natural disasters, including but not limited to earthquakes, storm surges, large-scale floods, waterspouts, volcanic eruptions, and trade disputes, strikes, fire or similar situations which neither should nor could have been predicted by the Evolva at the time of the entering into of the contract for sale with the Buyer.
11 . SEVERABILITY
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
The failure of Evolva to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by Evolva on this site or in respect to the Goods constitutes the entire agreement and understanding between Buyer and Evolva and govern the purchase of the Goods, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between Buyer and Evolva (including, but not limited to, any prior versions of the Terms).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
These Terms shall exclusively be governed and construed in all respects by the laws of Switzerland to the exclusion of any rule that would refer the subject matter to another forum. CISG shall not apply. The Buyer and Evolva endeavour to resolve amicably any dispute arising from the interpretation and/or execution of these Terms. Any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted (“Rules”) in accordance with these Rules and the award made in pursuance thereof shall be final and binding on the Parties. The place of arbitration will be Zürich, Switzerland and the language of arbitration shall be English. Nothing in this Article 11 shall prevent a Party from seeking preliminary or interim relief in accordance with applicable rules to protect its interest.
Questions about the Terms should be sent to Evolva at firstname.lastname@example.org