GENERAL TERMS AND CONDITIONS
Procurement Services — Furniture and Furnishings
Ecivres AG, for Katerina Bulgakova Design Studio
Version 1.0 — Effective 1 May 2026
Note: These GTC apply to the procurement, delivery and, where applicable, installation of furniture, lighting, textiles and furnishings. Separate GTC (Design Services) apply to interior design planning and consulting services.
§ 1 Scope of Application
1.1 These General Terms and Conditions (hereinafter «GTC») apply to all contracts for the procurement, delivery and, where applicable, installation of furniture, lighting, textiles, decorative objects and other furnishing items (hereinafter «Products») between Ecivres AG (hereinafter «Supplier») and its clients (hereinafter «Client»).
1.2 Products comprise:
– Trade goods: Serial products from established manufacturers.
– Bespoke items: Custom-designed or custom-specified furniture and made-to-measure pieces.
1.3 Separate GTC (Design Services) issued by Ecivres AG apply to interior architecture planning and design services. Where both planning and procurement services are provided within a single project, the respective GTC apply to each service component.
1.4 These GTC become part of the contract when the quotation references them and the Client accepts the quotation (§ 2). By accepting, the Client confirms having read and understood these GTC.
1.5 Deviating or supplementary conditions of the Client shall only become effective if the Supplier agrees to them in writing.
1.6 In the event of conflict between contractual documents, the following hierarchy applies: (1) signed or confirmed quotation, (2) these GTC, (3) applicable statutory law.
§ 2 Formation of Contract
2.1 The Supplier prepares a quotation specifying product descriptions, quantities, unit prices, delivery costs and total amount. The quotation references these GTC.
2.2 The quotation is binding for the period stated therein (typically 30 days). Prices, availability and delivery times may change after expiry. For products priced in foreign currency (e.g. EUR), an exchange rate clause may apply; this is specified in the quotation.
2.3 For bespoke items, the contract is formed by signature of the quotation by both parties. The Client's signature is mandatory.
2.4 For trade goods, the contract is formed by any of the following:
– Signature of the quotation, or
– Written confirmation by the Client (email is sufficient), or
– Payment of the advance pursuant to § 4.
2.5 A quotation may contain both trade goods and bespoke items. If a quotation includes at least one bespoke item, signature is required for the entire quotation.
2.6 Amendments and supplements to the contract require written form.
§ 3 Scope of Services
3.1 The Supplier provides the following services:
– Procurement of the Products specified in the quotation from manufacturers and suppliers
– Quality control upon receipt of goods (where Products are delivered via the Supplier)
– Delivery to the agreed delivery address
– Assembly and installation, if separately agreed and quoted in the quotation
3.2 Unless expressly stated otherwise in the quotation, the following are not included in the product price:
– Delivery costs (transport, customs, insurance)
– Assembly and installation
– Disposal of packaging material or old furniture
– Building-side preparations (e.g. electrical connections, wall fixings)
3.3 The specifications set out in the quotation (dimensions, materials, colours, finishes) are definitive. Production-related variations in colour and texture compared to samples or catalogue images are possible and do not constitute a defect, provided they are within industry norms.
§ 4 Prices and Payment
4.1 Prices in the quotation are in CHF and exclude value added tax (VAT), unless otherwise stated. VAT is charged at the applicable rate (currently 8.1%).
4.2 Payment is made in two instalments:
– Advance payment: 50% of the total amount upon order placement, due within 10 days of invoice date.
– Balance: 50% of the total amount prior to delivery, due within 10 days of invoice date.
4.3 Where the quotation specifies a different payment schedule, the quotation prevails in accordance with the hierarchy of documents (§ 1.6).
4.4 Orders are placed with manufacturers and suppliers only after receipt of the advance payment. Delays in advance payment will delay the delivery date accordingly.
4.5 In the event of late payment, the Client is in default without reminder (CO Art. 102 para. 2). Default interest of 5% p.a. applies (CO Art. 104). The Supplier is entitled to withhold delivery until all due payments have been received.
4.6 Set-off against counterclaims of the Client is excluded, unless such counterclaims are undisputed or established by final judgment.
§ 5 Delivery and Delivery Times
5.1 Delivery times stated in the quotation or order confirmation are estimates and are not binding. The Supplier endeavours to meet stated deadlines but cannot guarantee them, as delivery depends on manufacturers and transport providers outside the Supplier's control.
5.2 The Client may not derive claims for damages from a delivery delay, nor withdraw from the contract, unless the delay exceeds 90 days beyond the originally stated delivery date and the Supplier is unable to provide an updated delivery date after written request with a reasonable grace period.
5.3 The Supplier will promptly inform the Client if a stated delivery time cannot be met and will communicate the expected new delivery date.
5.4 Delivery is to the address specified in the quotation. Standard delivery is to the kerbside (ground floor). Upper-floor delivery and carrying services are charged separately unless included in the quotation.
5.5 The Client ensures that the delivery address is accessible at the agreed delivery time and that the necessary conditions for delivery are met (access, stairwell, lift, door dimensions). Additional costs arising from insufficient accessibility or lack of preparation are borne by the Client.
5.6 The Client or an authorised representative must be present to receive the delivery. If delivery cannot be made at the agreed time because the Client is unreachable, the costs of a repeat delivery will be charged to the Client.
§ 6 Transfer of Risk and Retention of Title
6.1 Risk passes to the Client upon handover of the Products to the Client or to the designated recipient at the delivery location.
6.2 For direct deliveries by the manufacturer, risk passes to the Client upon handover to the carrier, unless the Supplier has offered transport insurance.
6.3 The Supplier retains title to the delivered Products until full payment of the purchase price (CO Art. 715). The Supplier is entitled to register the retention of title in the relevant register.
§ 7 Inspection and Notice of Defects
7.1 The Client must inspect the Products immediately upon delivery for obvious defects (transport damage, wrong products, missing parts).
7.2 Obvious defects must be reported in writing within 5 business days of delivery (CO Art. 201). The notice must describe the defect as precisely as possible and, where feasible, be supported by photographs.
7.3 Hidden defects must be reported in writing immediately upon discovery, but no later than 60 days after discovery.
7.4 Failure to give timely notice of defects constitutes acceptance of the goods (CO Art. 201 para. 3).
§ 8 Warranty
8.1 For trade goods: The Supplier assigns all warranty and guarantee claims against the manufacturer to the Client, to the extent assignable. The warranty follows the respective manufacturer's guarantee terms. The Supplier assists the Client in processing warranty claims.
8.2 For bespoke items: The Supplier warrants that the Products conform to the specifications agreed in the quotation and are free from material and workmanship defects. The warranty period is 2 years from delivery.
8.3 In the event of a defect, the Client is entitled to free-of-charge repair. The Supplier determines whether the defect is remedied by repair or replacement delivery. Rescission and price reduction are excluded unless repair fails twice or is impossible.
8.4 The following do not constitute defects and are excluded from the warranty:
– Normal wear and tear, ageing and signs of use
– Damage from improper handling, care or use
– Damage from environmental factors (sun exposure, humidity)
– Industry-standard variations in colour, grain or texture of natural materials (wood, leather, stone, marble)
– Deviations from samples or catalogue images that are within industry norms
– Damage caused by third parties or by installers engaged by the Client
8.5 The warranty is fully excluded for display items and second-hand goods. This is expressly stated in the quotation.
§ 9 Cancellation and Withdrawal
9.1 For trade goods: The Client may cancel the order provided the Supplier has not yet placed the order with the manufacturer or supplier. The Supplier confirms the cancellation in writing. After the order has been placed with the manufacturer, cancellation is only possible if the manufacturer accepts it. Any cancellation fees charged by the manufacturer are borne by the Client.
9.2 For bespoke items: After signature of the quotation and receipt of the advance payment, cancellation is excluded. If the Client nevertheless withdraws from the contract, the full purchase price is owed, less the value of materials that the Supplier can use elsewhere (CO Art. 377).
9.3 Advance payments already made are refunded within 30 days in the case of legitimate cancellation pursuant to § 9.1, less any cancellation fees and costs already incurred.
9.4 No right of exchange exists unless the quotation expressly provides otherwise.
§ 10 Copyright and Intellectual Property
10.1 Designs, drawings, visualisations and concepts created in the course of the procurement service are protected by copyright and remain the property of the Supplier (CopA Art. 2, Art. 16).
10.2 Production drawings (workshop drawings) for bespoke items designed by the Supplier remain exclusively with the Supplier and are not handed over to the Client. Manufacturing is carried out exclusively through the workshop designated by the Supplier.
10.3 Upon full payment, the Client acquires ownership of the physical product, but not of the underlying designs and production drawings.
§ 11 Liability
11.1 The Supplier's liability is limited to the value of the affected Products as stated in the quotation. Cases of wilful misconduct and gross negligence are excepted.
11.2 The Supplier is not liable for:
– Indirect damages, consequential damages or loss of profit
– Damage resulting from improper use, care or storage of the Products
– Damage caused by third parties (carriers, installers engaged by the Client)
– Damage to building elements caused by the Client or its contractors in connection with installation
– Delivery delays pursuant to § 5.2
11.3 The exclusion of liability does not apply to auxiliary persons of the Supplier (CO Art. 101) in cases of wilful misconduct and gross negligence, nor to personal injury or other cases of mandatory statutory liability.
§ 12 Client's Obligations
12.1 The Client provides the Supplier in good time with all information required for procurement and delivery, in particular:
– Accurate room dimensions and access measurements (door widths, stairwells, lift dimensions)
– Building-side connections and preparations
– Any restrictions regarding delivery times or access
12.2 The Client makes material, colour and finish selections within the deadlines stated in the quotation. Delays in decision-making will delay the delivery date accordingly.
12.3 The Client is responsible for the correct specification of the delivery address and access conditions.
§ 13 Confidentiality and Data Protection
13.1 Both parties treat all information obtained in the course of the contract as confidential, unless such information is publicly available.
13.2 The Supplier is entitled to feature the completed project in its portfolio, on its website and on social media for reference purposes, unless the Client objects in writing. The Supplier will not publish private spaces or personal information of the Client without consent.
13.3 Personal data is processed in accordance with the Swiss Federal Act on Data Protection (FADP/nFADP) and is not disclosed to third parties unless required for contract performance.
§ 14 Governing Law and Jurisdiction
14.1 This contract is governed by Swiss law.
14.2 The place of jurisdiction is Herisau AR (registered office of the Supplier), subject to mandatory statutory places of jurisdiction.
14.3 Before referring a dispute to court, the parties undertake to seek an amicable resolution.
§ 15 Final Provisions
15.1 Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision (severability clause).
15.2 These GTC may be amended by the Supplier at any time. For existing contracts, the version in effect at the time of quotation acceptance applies.
15.3 The current version of these GTC is available at katerinabulgakova.com/agb.
15.4 The German version of these GTC is the legally authoritative text. This English translation is provided for convenience only. In the event of any discrepancy, the German version shall prevail.
Ecivres AG
Alte Haslenstrasse 5, 9053 Teufen AR
CHE-102.915.313 MWST
studio@katerinabulgakova.com | +41 78 311 83 09
katerinabulgakova.com
Version 1.0 — Effective 1 May 2026
This English translation is for convenience only. The German version (AGB Beschaffungsleistungen v1.0) is the legally binding text.
