general terms and conditions
(Version 3/2016, subject to modifications)
These General Terms and Conditions shall apply to all deliveries of Herba-Plastic AG (hereinafter referred to as “Supplier”). Any conditions of the purchaser that deviate from these Terms and Conditions shall be excluded und shall only be effective if they have explicitly been accepted by us. These Terms and Conditions shall also apply to all future business transactions without having to be mentioned again explicitly in individual cases. The written form shall be deemed to be fulfilled by all forms of transmission, evidenced in the form of text, such as fax, e-mail, etc.
PU/packing unit:The products offered on the price list/order confirmation can only be purchased in the specified units.
The minimum invoiced amount shall be as follows:
For deliveries in Switzerland CHF 150.00
For export deliveries € 200.00
Prices: Unless otherwise stated, the prices are EXW, ex works CH-Nunningen, Incoterms 2010 or the latest edition thereof, incl. packaging, without any deductions, excluding VAT. Any unforeseen increases in material and manufacturing costs that have occurred during the period between entering the contract and delivery of the delivery item shall be invoiced separately to the purchaser, provided that the term of delivery exceeds two months.
Payment: Within 30 days of the date of invoice, strictly net without cash discount deduction. We do not accept cheques/bills of exchange.
Delivery dates/delay:The expected delivery date for the products offered shall be stated on the order confirmation. Adherence to the delivery date on our part presupposes the timely and proper delivery by our suppliers, as well as the fact that our production is not hindered by an act of God. Acts of God include industrial action in the parties’ own or in external businesses, transport delays, machinery breakage, official directives and other circumstances beyond the control of both parties. In this case we will immediately notify the purchaser and let them know when they can expect the delivery. Unless the purchaser disagrees with the new deadline within a period of three days, this deadline shall be deemed agreed. However, if the delivery date would be delayed unreasonably, the Supplier shall be entitled to withdraw from the contract after giving notice.
If delivery is delayed, the Supplier shall be given notice of default by means of a written reminder. If the Supplier is in default, it shall be assumed that the purchaser still insists on delivery of the goods, unless they withdraw from the order in writing without delay upon expiration of a reasonable grace period. The Supplier shall only be liable in connection with delayed deliveries if it can be proven that the Supplier’s conduct was intentional or grossly negligent.
Delivery terms: Unless otherwise agreed, delivery shall be made ex works (EXW, Incoterms 2010). Any requested express deliveries shall be charged separately. The Goods delivered may vary up to 10% above or below ordered quantities
We reserve the proprietary rights to the delivery items until they have been for in full.
Transport:The goods shall always be transported at the purchaser’s risk. Any damages in transit must be notified to the forwarding agent without delay upon receipt of the goods and recorded on the forwarder’s delivery note to be signed. We cannot assume any liability for damages in transit notified at a later stage.
Defects: Upon receipt, the purchaser is obligated to check that the delivery items comply with the order confirmation. Any defects that are identifiable during a customary receiving inspection must be notified in writing within 5 calendar days of receipt of the shipment. If hidden defects come to light at a later stage, they must be notified in writing immediately upon discovery. Excluding all other claims, the purchaser is entitled to demand a reduction or free replacement delivery when returning the rejected delivery item. A complaint about the delivered goods does not release the purchaser from their obligation to pay if the purchaser keeps the items. The warranty rights shall become time-barred 1 year after delivery of the respective item.
Limitation of liability:We shall assume liability for any damage caused by us through intent or gross negligence, as well as for culpable injury to life, body or health. Any further liability, irrespective of the legal basis, in particular due to a violation of the contractual obligations or tort, shall be excluded. In particular, we shall not be liable for any other direct and/or indirect damage, such as losses arising from production downtimes, loss of effectivity, loss of orders, loss of profit, and consequences of third-party defects that were not caused by intent or gross negligence. Apart from that, any liability for auxiliary persons whom we have called in to fulfil our obligations shall also be excluded. Liability according to mandatory law, in particular the Product Liability Act, remains unaffected.
Samples: Samples are non-binding samples for inspection. Herba-Plastic AG reserves the right to invoice supplied samples, designs and originals provided that the offer does not result in an order within three months.
Protection of personal data: With due regard to the provisions of the Data Protection Act, Herba-Plastic AG shall store, process and use the data required for business transactions with the purchaser and for the promotion of sales, whether or not this data was provided by the purchaser themselves or by a third party. This data shall be used for the aforementioned purposes only. The transfer of data to third parties shall be limited to data required for order processing. The purchaser hereby agrees to this.
Place of fulfilment and court of jurisdiction: The place of fulfilment for our delivery commitments shall, at Supplier’s option, be either the delivering plant (Supplier’s producer) or the warehouse. The court of jurisdiction for all and any disputes arising from this legal relationship shall be the Supplier’s headquarters. The Supplier shall be entitled to sue the purchaser at the purchaser’s general place of jurisdiction.
Applicable law: This legal relationship shall be governed by Swiss substantive law (Swiss Code of Obligations), to the exclusion of international treaties, in particular the United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Convention”).
Version 03/16- Effective 18 March 2016