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.
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.
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.