General Terms and Conditions of Sale

1. Scope

The fol­low­ing Gen­eral Terms and Con­di­tions of Sale ap­ply to any trans­ac­tions that take place be­tween Biotta AG and the Pur­chaser, un­less oth­er­wise agreed in writ­ing. By award­ing the or­der, the Pur­chaser ac­knowl­edges the fol­low­ing Terms and Con­di­tions. Any dif­fer­ing Gen­eral Terms and Con­di­tions of Sale pro­vided by the Pur­chaser will only ap­ply if they have been ex­pressly ac­cepted by us in writ­ing.

Un­less oth­er­wise ex­pressly agreed in writ­ing, nei­ther these Gen­eral Terms and Con­di­tions of Sale nor the trans­ac­tions con­cluded un­der its as­sump­tion con­sti­tute a con­tract of dis­tri­b­u­tion or any other con­tin­u­ing oblig­a­tion.

We keep the right to change or sup­ple­ment the Gen­eral Terms and Con­di­tions of Sale at any time.

2. Quo­ta­tions and or­ders

Our writ­ten quo­ta­tions are valid in ac­cor­dance with the in­for­ma­tion pro­vided on each in­di­vid­ual doc­u­ment. Or­ders are legally bind­ing even if they have not been fur­nished with a sig­na­ture. A state­ment from the Pur­chaser is only valid as an ac­cep­tance if it agrees un­con­di­tion­ally with our quo­ta­tion. Si­lence on our part in re­sponse to a counter of­fer from the Pur­chaser does not in any cir­cum­stance con­sti­tute a de­c­la­ra­tion of ac­cep­tance.

Un­less oth­er­wise agreed, In­coterms 2010 will ap­ply: DDP [place of des­ti­na­tion] for de­liv­er­ies within Switzer­land/​Lux­em­bourg, and EXW [place of de­par­ture] for all other coun­tries.

Un­less oth­er­wise agreed, the fol­low­ing min­i­mum or­der quan­ti­ties will ap­ply for CH/​FL:

• Order value of CHF 300.00.

• 1 pallet position per item for merchandise filled in bottles.

• A lump-sum price of CHF 48.00 will be charged on orders falling below the minimum order quantity.

3. Prices

Our prices and any ad­di­tional ex­penses are based upon the price lists valid at the time of or­der and are spec­i­fied in CHF ex­clu­sive of VAT (value added tax) un­less oth­er­wise agreed.

4. De­liv­ery date and dis­patch

In gen­eral, for Switzer­land the week­day al­ready es­tab­lished for the ex­ist­ing ve­hi­cle route plans will ap­ply, as long as the or­der has been re­ceived by us 48 hours be­fore de­liv­ery. For other coun­tries a spe­cial re­ac­tion time will ap­ply. In the event of a de­lay in de­liv­ery, the pur­chaser does not have the right to can­cel the de­liv­ery retroac­tively, nor to with­draw from the con­tract, nor to claim dam­ages. Where the “use by” date for our prod­ucts is con­cerned, the prin­ci­ple of FIFO (First In – First Out) will ap­ply un­less oth­er­wise agreed in writ­ing; in every de­liv­ery, the goods with the short­est “use by” date will be de­liv­ered.

5. Pay­ment

Our in­voices must be paid pure net within 30 days from the date of the in­voice, with no de­duc­tions. If the Pur­chaser does not ad­here to the pay­ment date, he/​she will be in de­fault with­out any pe­riod of no­tice, and we will be en­ti­tled to claim in­ter­est for late pay­ment at the rate of 6%. Un­til the com­plete ful­fil­ment of all claims aris­ing from the busi­ness re­la­tion­ship all goods (re­served goods), even af­ter dis­posal by the or­derer, will re­main our prop­erty (ex­tended re­ten­tion of ti­tle).

6. Check­ing and ac­cept­ing the goods

The Pur­chaser con­firms re­ceipt of the goods with his sig­na­ture on our dis­patch doc­u­ments. The Pur­chaser must check the con­di­tion and quan­ti­ties of the de­liv­ered goods with­out de­lay. Any de­fects or miss­ing de­liv­er­ies must be no­ti­fied to us in writ­ing and in de­tail, im­me­di­ately or within 8 days at the lat­est af­ter the goods have been re­ceived (or af­ter de­tec­tion in the case of hid­den de­fects). In the event of a de­lay in no­ti­fi­ca­tion, the de­liv­ery will be deemed to have been ac­cepted and any war­ranty will cease.

7. War­ranty, li­a­bil­ity

The duty of war­ranty will ap­ply un­til the “use by” date spec­i­fied on our prod­uct. The term “de­fects” only ap­plies to proven faults in the ma­te­r­ial or man­u­fac­ture of the de­liv­ered goods. It is the duty of the Pur­chaser to carry out his/​her own checks to make sure that the goods are suit­able for the pur­pose en­vis­aged by him/​her. The de­tails pro­vided by us are only guar­an­teed fea­tures if we ex­pressly de­scribe them as such in writ­ing.

In the event of de­fects re­ported in ac­cor­dance with Clause 6, the Pur­chaser can re­turn the de­fec­tive goods and re­ceive a non­de­fec­tive ver­sion of the same goods in re­turn. To that ex­tent, any fur­ther claims by the Pur­chaser un­der war­ranty are legally ex­cluded.

Re­gard­less of their le­gal ba­sis, any claims from the Pur­chaser for re­im­burse­ment of dam­ages not aris­ing from the de­liv­ered goods them­selves, such as pro­duc­tion losses, loss of use, lost prof­its, lost or­ders, in­ter­rup­tions to pro­duc­tion or other di­rect, in­di­rect, im­me­di­ate or con­se­quen­tial losses are ex­cluded as per­mit­ted by law. If any third par­ties are in­jured, or any prop­erty of third par­ties is dam­aged, or a third party in­jured in any other way by the ac­tion or ne­glect of the Pur­chaser, and a claim is sub­mit­ted against us, we will have the right of re­course against the Pur­chaser.

8. Re­turn of goods

We will only take de­fec­tive or in­cor­rectly de­liv­ered goods back if we are no­ti­fied as de­scribed in Clause 6, and the goods are re­turned com­plete and with the orig­i­nal pack­ag­ing at a time that has been mu­tu­ally agreed in ad­vance. The de­liv­ery slip and any copy of the in­voice must be in­cluded with the re­turned goods.

9. Ap­plic­a­ble law and place of ju­ris­dic­tion

This le­gal re­la­tion­ship is sub­ject to Swiss law, ex­clud­ing the United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods. The place of ful­fil­ment and the place of ju­ris­dic­tion is place of Biotta AG in 8274 Täger­wilen in Switzer­land. Nev­er­the­less, Biotta AG is also en­ti­tled to pros­e­cute the Pur­chaser be­fore any other re­spon­si­ble court.