GTC- General Terms and Conditions Swiss Organic Partners AG
General Terms and Conditions (GTC) of Swiss Organic Partners AG for the sale of raw materials, semi-finished and finished products to corporate customers in Switzerland, the European Union as well as the United Kingdom and all other countries.
Swiss Organic Partners AG
Register Court: Zürich
Registry number: CHE-315.348.028
Authorized to represent the company: Ricco Hofmann, Beat Jucker
Chairman of the supervisory board: Ricco Hofmann
Sales tax-ID/VAT Switzerland: CHE-315.348.028
Sales tax -ID/VAT Germany: DE325551544
- Applicable area
The following GTC apply to all contracts for the sale of raw materials, semi-finished products and finished products between our company and our customers and respectively buyers in Switzerland, the EU, the UK and customers in all other countries. Deviating conditions of the customer are only recognised if we expressly agree in writing. A contract between Swiss Organic Partners AG and the customer is concluded with the issue of an order confirmation.
The buyer is bound by the general terms and conditions in force at purchase (successfull order placement and order confirmation). The buyer acknowledges general terms and conditions by placing an order and confims that he/she has taken note of them by receiving an order confirmation.
Swiss Organic Partners AG may change the existing general terms and conditions without prior notice. The buyer undertakes to check whether the terms and conditions have changed.
- Contract conclusion
Our offers are subject to change and non-binding. A contract shall only be concluded when we issue a written order confirmation or carry out the delivery.
- Prices and payment terms
All prices are in Swiss Francs or Euro, depending on the agreement. The prices and payment terms for products, packaging’s, labels, services and transport shall be agreed with the customer in each case before the order confirmation is issued. The prices in the order confirmation shall apply.
The customer is not entitled to use or reproduce labels (BioSuisse, Bio.Inspecta, COSMOS, NATRUE, Leafly, etc.), logos or certificates of Swiss Organic Partners AG without our prior written consent.
Unless otherwise agreed in writing, the delivery of our raw materials, semi-finished products and finished products shall be made in accordance with Incoterm DAP (Delivered At Place) to the delivery address in Switzerland or in the EU. Delivery address shall be specified by the customer. The risk for the goods shall pass to the customer as soon as the goods have been unloaded at delivery address.
The customer is responsible for the acceptance of the goods and undertakes to inspect the goods immediately upon receipt and to report any defects or damage immediately. In the case of obvious transport damage, the customer must report the defects immediately upon receipt, and in the case of hidden damage, within 7 days.
Delivery generally takes place between 4 to 8 weeks. Delivery dates are non-binding unless they have been expressly agreed as binding. We are entitled to make partial deliveries, unless a partial delivery is unreasonable for the customer.
In the case that the customer does not accept the goods at the agreed place of delivery or refuses to accept the goods, we shall be entitled to store the goods at the customer’s expense and to claim damages for delay and/or storage costs.
The customer is responsible for compliance with all relevant regulations and laws applicable to the import and transport of the goods to the country of destination.
For deliveries outside Switzerland and the EU, the delivery conditions apply according to EXW (Ex works) from our warehouse in Mönchaltorf, Switzerland or warehouse in Jestetten, Germany. This means that the risk for the goods is transferred to the customer as soon as the goods leave our warehouse. The customer is responsible for organizing the transport and all associated costs and risks.
- Retention of title
Swiss Organic Partners AG retains ownership of the delivered products until full payment of all claims arising from the business relationship with the customer.
Swiss Organic Partners AG warrants that the products purchased by the customer are free from material and manufacturing defects at the time of delivery and comply with the product specifications. The product specifications are available on request in each case and are also agreed with the customer in each individual case and deviations or additions are recorded in writing.
The customer shall inspect the goods immediately upon receipt and notify us in writing of any defects within 14 days. In the event of justified notices of defect, we shall have the right to replace or repair the defective products at our discretion. If the repair or replacement delivery fails or is impossible, the customer can demand a price reduction or cancellation of the contract. Further claims of the customer, in particular claims for damages, are excluded, unless the damage was caused intentionally or by gross negligence.
In the case of obvious transport damage, the customer must report the defects immediately upon receipt, in the case of hidden damage within 7 days.
Swiss Organic Partners AG is not responsible for defects caused by the containers, bottles, pipettes as well as packaging and labels delivered and provided by the customer. Furthermore, we are not responsible for defects caused by improper storage, e.g. direct exposure to sunlight or high (>25 degrees Celsius) or low temperatures (<10 degrees Celsius) at the customer’s premises. The customer is obliged to store the delivered products properly and at constant room temperature and to protect them from sunlight and moisture.
- Liability and legal declarations
Our liability is limited to intent and gross negligence. We are not liable for damages caused by minor negligence. We are not liable for lost profits, consequential damages or indirect damages.
It is important to note that our company is not responsible for the marketability of the delivered products, with the exception of our own brand ALPINOLS. The customer is responsible for ensuring that the products supplied comply with the relevant regulations and laws and are suitable for the intended purpose and can be used. This applies in particular to white and private label products that we manufacture on behalf of the customer.
In the case of regulatory problems that happen to the customer, we do not assume any liability and do not take back the products. A refund of the purchase price is excluded. The customer is obliged to comply with the regulations and laws and, if necessary, to obtain the necessary permits before using, further processing or reselling the products.
This regulation also applies in the event that the customer exports the products to countries outside Switzerland and the EU. The customer is solely responsible for compliance with the relevant regulations and laws of the destination country.
We recommend that our customers inform themselves in advance about the applicable regulations and laws in order to avoid potential regulatory problems.
Swiss Organic Partners AG assumes no responsibility for health-related or marketing claims made by the customer on its products or other communication channels (e.g. website, marketing material, sales outlet, etc.). The customer is solely responsible for the legality of the information on his/her communication channels and products (e.g. packaging, labels).
Any other claims, damages of any kind whatsoever and in particular by other direct or indirect parties, are expressly excluded.
- Force Majeure
Swiss Organic Partners AG shall not be liable for non-performance or delay in performance of any of its obligations, provided that it is proved that:
a) the non-performance is due to an impediment for which we are not responsible;
b) we could not reasonably have been expected to have foreseen the impediment and its effect on our performance at the time of the conclusion of the contract; or
c) we could not reasonably have avoided or overcome the obstacle or its effects.
A contracting Party seeking legal protection shall, as soon as possible after becoming aware of the impediment and its effect on its performance, inform the other Party in writing of the impediment and its effect on its performance. If one of the two notifications is omitted, the party is liable for damages for the loss that could otherwise have been avoided.
- Data protection
We undertake to comply with the data protection regulations and to use the personal data provided to us only within the framework of the business relationship and not to pass it on to third parties.
- Applicable law and jurisdiction
Swiss law shall apply. The place of jurisdiction is the registered office of our company.
- Final provisions
Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace an invalid provision with a legally valid provision that comes as close as possible to the economic purpose of the invalid provision.
These GTC constitute the entire agreement between our company and our customers and supersede all prior understandings and agreements. Verbal ancillary agreements are only effective if they are confirmed in writing.