General Terms & Conditions (GTC)

Applicable to the sale of gemstones and jewellery and to related services

Seller

Kaliris AG
Kägiswilerstrasse 17, 6060 Sarnen, Switzerland
Commercial register / UID: CHE-192.949.562
info@kaliris.swiss · https://kaliris.swiss

1. Scope, parties and our role

1.1 These General Terms & Conditions (“GTC”) govern all offers, sales, deliveries and related services provided by Kaliris AG (“Kaliris”, “we”, “us”) to you (the “Client”, “you”).

1.2 They apply to: (i) the sale of loose gemstones and of jewellery, including stones sourced to a defined brief; (ii) bespoke jewellery commissions; (iii) the purchase or repurchase of items from you; and (iv) the curation and facilitated services described in Clause 15.

1.3 Kaliris always acts as principal in the sale of goods. We sell in our own name and for our own account. We are not an agent, broker or commission intermediary for any seller.

1.4 For the facilitated services described in Clause 15 — appraisal, certification, insurance, storage, secure logistics and auction — we act solely as introducer and coordinator. Any contract for those services is concluded directly between you and the relevant provider, unless expressly agreed otherwise in writing.

1.5 “Consumer” means a natural person acting for purposes outside their trade, business or profession. Where you act as a Consumer, provisions marked (Consumers) prevail over the corresponding general provisions, and mandatory law in your country of habitual residence applies in your favour where it is more protective than these GTC.

1.6 Terms of yours that deviate from these GTC apply only where we have accepted them expressly in writing. Individual agreements — offer letters, order confirmations, invoices, written engagement letters — prevail over these GTC in case of conflict.

1.7 The version of these GTC applicable to a transaction is the version referenced in the relevant order confirmation or invoice.

2. Offers and presentation

2.1 Unless expressly designated as binding, our offers are non-binding and subject to availability, prior sale and confirmation.

2.2 Photographs, video, renderings and written descriptions are a faithful record, not a substitute for the stone itself. Colour, saturation and brilliance are affected by lighting, orientation, the setting and display calibration.

2.3 Natural gemstones contain inclusions, colour zoning, growth structures and other features formed over geological time. These are inherent characteristics of a natural product.

2.4 Weights, measurements and descriptions are those recorded in the accompanying laboratory report or, where no report exists, in our written offer.

3. How an acquisition is concluded

3.1 An acquisition is concluded in three steps: (i) we present a detailed written offer specifying the item, its documentation and the price; (ii) you accept that offer in writing, including by email; (iii) we reconfirm your acceptance and issue the invoice. The contract is concluded on issue of our invoice.

3.2 Where the acquisition is concluded in our physical presence, we record the place and date of conclusion and, where relevant, the fact that the meeting took place at your request.

3.3 We may decline a transaction at our discretion, in particular where compliance or sanctions checks are incomplete, where payment is not secured, or where delivery cannot lawfully or safely be effected.

4. Viewing and inspection before you decide

4.1 Wherever practicable, we arrange for you to view and examine a stone or piece in person before you decide. Viewings take place under Kaliris’ control — at our premises, at a partner’s secure premises, through a specialist secure logistics provider, or at another location approved by Kaliris. Items are not released to you on approval or on memorandum before the contract is concluded.

4.2 Acquisition subject to inspection. Where you decide on the basis of high-resolution photographs, video and documentation without having examined the item in person, the acquisition is concluded subject to your inspection. You may examine the item at handover or, where the item is delivered by a carrier, within 48 hours of handover. If it does not correspond in a material respect to the documentation on which you decided, you may return it in unaltered condition against full refund of the purchase price and of the direct return costs we have agreed.

4.3 Clause 4.2 does not apply to bespoke commissions (Clause 12), nor to items altered, re-set, re-cut, cleaned or treated after handover.

5. Certificates, authenticity and disclosure of treatments

5.1 Gemstones are, as a rule, accompanied by a report from an internationally recognised independent gemmological laboratory.

5.2 A laboratory report is a scientific analysis and an expert opinion. It is issued under that laboratory’s own terms, methods and stated limitations, and it reflects its assessment at the date of examination. We do not guarantee the correctness of a laboratory’s opinion. Divergent opinions between laboratories on origin, on treatment, or on grading may rarely occur.

5.3 We guarantee that the item delivered to you is the identical item described in the accompanying report, and that its condition has not been altered — by treatment, re-cutting, polishing or otherwise — since it was submitted for examination.

5.4 We disclose all known treatments and enhancements in accordance with the CIBJO Blue Books, and we observe the CIBJO Code of Ethics.

5.5 We do not deal in gemstones of illicit origin. We observe the Kimberley Process Certification Scheme for rough diamonds and the relevant United Nations Security Council resolutions concerning conflict diamonds, including Resolutions 1173 and 1176 (Angola), 1306 (Sierra Leone) and 1343 (Liberia).

5.6 Where an item is sourced from or destined for the European Union, we observe the applicable EU restrictive measures concerning diamonds of Russian origin, including — for natural polished diamonds of 0.5 carat and above — the Due Diligence Statement on Diamond Origin required on import into the EU. We will provide any information and documentation reasonably required for that purpose.

6. Prices and taxes

6.1 Prices are stated in Swiss Francs (CHF) unless indicated otherwise, and are stated in full in the offer and on the invoice. Where you act as a Consumer, prices are stated inclusive of any Swiss value added tax legally due.

6.2 Our pricing is disclosed to you before you commit. There are no additions to the invoice that were not discussed and agreed beforehand.

6.3 For stones sourced to a defined brief and for bespoke commissions, where agreed inputs materially change — metal price, stone selection, secure logistics, insurance — we will inform you and obtain your written approval before any adjustment takes effect.

7. Payment

7.1 Unless otherwise agreed in writing, the invoice is payable in full before delivery or collection.

7.2 Payment is made by bank transfer to the account stated on the invoice. We do not accept cash, precious metals, virtual currencies or bearer instruments, and we do not accept payment from a third party who is not the Client.

7.3 Bank charges and foreign exchange costs imposed by third parties are borne by you unless otherwise agreed.

7.4 For bespoke commissions we may require an advance payment and milestone payments. Where a commission is cancelled after production has begun, we retain the amounts corresponding to work performed, materials procured and third-party services irrevocably committed, and refund the balance to you.

7.5 In case of late payment, statutory default interest and reasonable collection costs may be charged, and we may suspend performance until all due amounts are settled.

8. Delivery, collection and transfer of risk

8.1 Delivery is not included in the price unless expressly agreed otherwise. Where we agree to arrange delivery, the applicable terms and costs are stated in the offer.

8.2 Customs duties, import VAT and comparable public charges arising on cross-border delivery are borne by you. Where we can reasonably estimate them, we will indicate the expected charges before you commit.

8.3 Delivery dates are indicative unless expressly agreed as binding.

8.4 Delivery is effected by handover to you or your authorised representative, or through a specialist secure logistics provider instructed by us. Transit insurance is arranged per transaction and stated in the offer.

8.5 Risk of loss or damage passes to you on handover to you or your authorised representative. (Consumers) Where you act as a Consumer and we dispatch the item, risk passes only on your actual receipt of the item, or receipt by a carrier you appointed yourself.

8.6 From handover, secure storage, handling and insurance are your responsibility.

9. Non-conformity

9.1 A cut gemstone has no components that wear or fail. It is acquired in the condition in which it is presented and documented. Non-conformity therefore means only this: that the item, at the moment of handover, did not correspond in a material respect to our written description and to the accompanying laboratory report.

9.2 The following are not non-conformities: inherent natural characteristics (Clause 2.3); differences in colour perception; a divergent later opinion of another laboratory (Clause 5.2); handmade production tolerances and minor variations in bespoke pieces (Clause 12.4); and wear, damage, loss, re-cutting, re-polishing, re-setting, cleaning, repair, treatment or any other change in condition occurring after handover.

9.3 (Consumers) Where we have specifically informed you of a particular characteristic of an item that departs from what you might otherwise expect, and you have expressly and separately accepted that characteristic when concluding the acquisition, the item is not non-conforming by reason of that characteristic.

10. Inspection, notice and time limits

10.1 Examine the item at handover and raise immediately any apparent non-conformity. Where the item is delivered by a carrier, notify us in writing of any apparent non-conformity at receipt or, at the latest, within 48 hours.

10.2 We will provide, at handover, a handover record comprising photographs, weight and measurements taken at that moment. That record is the reference point for any later question.

10.3 Non-conformity that was not apparent on inspection must be notified to us in writing promptly after discovery, and in any event within twelve (12) months of handover.

10.4 (Consumers) Where you act as a Consumer, the period under Clause 10.3 is two (2) years from handover and no shorter period applies.

10.5 Notice given in accordance with this Clause constitutes your claim.

10.6 This Clause does not apply where we have fraudulently concealed a defect (Art. 199 Swiss Code of Obligations), nor where mandatory law provides otherwise.

11. Remedies

11.1 The nature of the goods shapes the remedies available. No two natural gemstones are identical: a unique stone cannot be replaced by an equivalent. Neither does it possess features or components that can be repaired. Accordingly:

(a) for a loose gemstone or any unique item: rescission of the contract against return of the item and refund of the price, or an appropriate reduction of the price. Replacement by an alternative item is available only where you and we expressly agree on that alternative;

(b) for a jewellery piece where the non-conformity affects the mounting, the setting or the workmanship rather than the stone: repair at our cost within a reasonable period or, where repair is impossible, unsuccessful or disproportionate, the remedies under (a).

11.2 (Consumers) You may choose between the remedies available under Clause 11.1 to the extent the law of your country of habitual residence so provides. Where both repair and replacement are impossible or disproportionate — which, for a unique natural stone, they generally are — you may proceed directly to price reduction or termination.

11.3 An item returned under Clause 4.2, under this Clause 11 or under Clause 13 must be returned in unaltered condition, together with all documentation and the original laboratory report.

12. Bespoke jewellery commissions

12.1 Commissioned works are produced on the basis of specifications you have approved — design drawings, stone selection, metal, dimensions. Your written approval, including by email, releases the piece into production.

12.2 Design and craftsmanship are entrusted to selected partners under our oversight. We remain your sole counterparty and are responsible to you for the finished piece.

12.3 After approval and the start of production, cancellations and material changes require our consent and are subject to Clause 7.4.

12.4 Handmade production tolerances and minor variations are customary, provided the piece corresponds to the approved specifications in all material respects.

12.5 Bespoke pieces are excluded from Clause 4.2 and, to the extent mandatory law permits, from any statutory right of withdrawal.

13. Right of withdrawal

13.1 Acquisitions are concluded in person wherever practicable, following inspection. Swiss law provides no general right of revocation for such contracts, and in particular none where you requested the meeting or the negotiations (Art. 40c Swiss Code of Obligations).

13.2 (Consumers) Where a contract is concluded at a distance, or in our simultaneous physical presence at a place that is not our business premises, mandatory consumer law in your country of habitual residence may give you a right of withdrawal — commonly fourteen (14) days. Where such a right applies, we will inform you of it in writing in advance, together with the conditions and the means of exercising it. Nothing in these GTC restricts that right.

13.3 A right of withdrawal does not apply to bespoke commissions and other items made to your specifications or clearly personalised, to the extent mandatory law so permits.

14. Retention of title

14.1 Title passes to you on full payment of the purchase price and all ancillary amounts. Until then the item remains our property.

14.2 Where formalities in your country of domicile are required for retention of title to be effective, you authorise us to complete them and will provide the declarations and information required.

14.3 Until title passes, you will not pledge, assign, encumber or dispose of the item.

15. Curation, purchase and facilitated services

15.1 Curation is a service that we offer without charge within a sourcing and acquisition mandate. It is non-binding and creates no advisory mandate, no fiduciary duty and no duty of ongoing supervision or monitoring, unless expressly defined in a separate mandate agreement and subject to additional charges.

15.2 It is not advice on investment, tax or law. Gemstones are not a regulated financial instrument. Nothing we say about a stone, a market or a holding constitutes financial or investment advice.

15.3 We provide independent advice on the acquisition, holding and sale of stones, based on quality, rarity and long-term relevance. We give no guarantee of future value, price development, liquidity or resale outcome. Market information we share is non-binding and reflects our understanding at the time it is given.

15.4 Facilitated services. Where you ask us to arrange appraisal, certification, insurance, storage, secure logistics or auction, we identify and introduce suitable providers and coordinate the process on your behalf. The contract is concluded between you and the provider, on the provider’s terms, unless expressly agreed otherwise in writing. Custody and control of your items remain with you or with the provider you appoint. We are not liable for the performance, solvency or conduct of a provider you appoint, though we will support you in pursuing any claim against them.

15.5 Purchase and private sale. We may purchase or repurchase items from you. Where we do so, we act as principal, buying in our own name and for our own account, and the terms agreed for that individual purchase apply. Where we instead assist you in placing an item with a third party, we do so only where expressly agreed in writing, and Clause 15.4 applies.

16. Compliance, sanctions and due diligence

16.1 We comply with applicable Swiss and international law, including trade controls, export and import rules and sanctions. We may refuse, suspend or cancel performance where compliance would otherwise be compromised, without liability for the resulting delay or cancellation.

16.2 We may request, and you will provide, information and documentation reasonably required for identity verification, beneficial ownership, source of funds and sanctions screening — in particular for high-value transactions, cross-border deliveries, and transactions involving legal entities, foundations or trusts. Where that information is not provided, we may suspend or terminate the transaction.

16.3 You confirm that the transaction does not contravene applicable sanctions, anti-money laundering or anti-corruption rules, that the funds used are of lawful origin, and that the item will not be used for an unlawful purpose.

16.4 You are responsible for compliance with the import, customs, licensing and declaration requirements of the destination country.

16.5 We retain transaction and due diligence records for the periods required by law and by our internal governance.

17. Liability

17.1 We are liable for damage caused by intent or gross negligence. Liability for slight negligence and for auxiliary persons is excluded to the extent permitted by law.

17.2 Liability for indirect and consequential loss — including loss of profit, loss of value, loss of opportunity and pure economic loss — is excluded to the extent permitted by law.

17.3 Our total liability in respect of any transaction is limited to the purchase price paid for the item concerned.

17.4 Clauses 17.1 to 17.3 do not apply where mandatory law provides otherwise, in particular in respect of death or personal injury, intent, gross negligence, or liability under applicable product liability law.

18. Intellectual property

18.1 All rights in the designs, sketches, renderings, photographs, written materials and reports we create or provide remain with Kaliris or its licensors.

18.2 You have the right to use the material provided to you for insurance, valuation and estate purposes. Any other use — reproduction, publication, commercial exploitation or disclosure to third parties — requires our prior written consent.

19. Confidentiality and data protection

19.1 We treat your identity, your holdings and our communications as confidential, and disclose them only where necessary for performance or where required by law or a competent authority.

19.2 We process personal data in accordance with the Swiss Federal Act on Data Protection, in force since 1 September 2023, and, where applicable, the EU General Data Protection Regulation.

19.3 More information can be found in our Privacy Policy at https://kaliris.swiss/privacy-policy/.

20. Amendments, severability, language and entire agreement

20.1 We may amend these GTC for future transactions. The version applicable to a transaction is the version referenced at the time of contracting.

20.2 If a provision is or becomes invalid or unenforceable, the remaining provisions remain in force, and the invalid provision is replaced by a valid provision that comes closest to its economic purpose.

20.3 These GTC are issued in English and in German. In case of discrepancy the English version prevails, unless mandatory law requires otherwise.

20.4 These GTC, together with the offer, order confirmation and invoice for the relevant transaction, constitute the entire agreement between us in respect of that transaction.

21. Governing law and dispute resolution

21.1 These GTC and all contracts governed by them are subject to Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21.2 (Consumers) The choice of Swiss law does not deprive you of the protection afforded by mandatory provisions of the law of your country of habitual residence.

21.3 Business Clients — arbitration. Any dispute with a Client who is not a Consumer, arising out of or in connection with these GTC, including their conclusion, validity, breach or termination, will be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the notice of arbitration is submitted. The seat of the arbitration is Zurich, Switzerland.

21.4 (Consumers) Courts. Clause 21.3 does not apply to Consumers. Disputes with a Consumer are decided by the ordinary courts, subject to the mandatory jurisdiction rules of Swiss law and of the law applicable at your domicile.

21.5 Nothing in this Clause prevents either party from applying to a competent court for interim or protective measures.