These General Terms and Conditions (GTC) apply to all current and future provisions of products, services and other performances of bio-familia AG, CH-6072 Sachseln (hereinafter referred to as ‘bio-familia’) requested by the customer. These GTC form an integral part of all contracts governing the provision of products, services or other performances by bio-familia. Any different or additional conditions, in particular the customer’s General Terms and Conditions of Sale, as well as any verbal agreements shall only be legally binding insofar as bio-familia agrees to them in writing. No GTC or other documents of the purchaser, which replace these GTC of bio-familia or result in amendments or additions hereto, shall be accepted, even if reference is made to them in any contract confirmation or in business correspondence. These GTC shall be deemed to have been accepted by the customer once the latter places an order with bio-familia.
These GTC also apply to legal and natural persons who work for bio-familia as sales partners (in Switzerland and/or abroad). In case of any discrepancies between the sales contract and these GTC, the provisions of the sales contract shall take precedence.
The current, legally binding GTC can be viewed on the website www.bio-familia.com.
The following applies to offers made by bio-familia: offers made by bio-familia shall only be binding if they are made in writing and include a deadline for the customer to accept them by in writing. Offers made by bio-familia shall become invalid if they are not accepted by the customer in writing within the deadline specified therein. Any conditions set by the customer which differ from those applicable to the offer made by bio-familia shall only be deemed to have been accepted by bio-familia if the latter expressly agrees to them in writing.
Orders placed by the customer must be made in writing and constitute a binding offer made by the customer if they are not preceded by a written offer from bio-familia. Orders shall only be deemed to have been accepted once bio- familia has issued a written order confirmation.
Any changes to or cancellations of orders must be made in writing and if they are made after an order confirmation has been issued, are only admissible with the written consent of bio-familia.
Orders must be placed by 12 noon on Mondays, in order to be considered for the latest planning cycle.
All prices are set in Swiss francs (CHF) excl. VAT, FCA CH-6072 Sachseln and are subject to change.
All types of taxes, levies, fees, customs duties as well as any additional expenses (e.g. for freight, insurance, permits or certifications) are not included in the price in the absence of another written agreement to the contrary. In the event that such costs are included in the price quoted or contractually agreed on or listed separately in the offer or order confirmation, bio-familia reserves the right to adjust its prices in line with any changes in the corresponding rates, customs duties, cost unit rates or exchange rates.
In the event that the minimum order quantities are not adhered to by the customer, bio-familia may a) impose a small order surcharge or b) reject the order.
Unless otherwise agreed, all bio-familia invoices are payable in full within 30 days of the date of invoice without any deductions. The said payment deadline must also be complied with if transport, delivery or acceptance of the consignment by the customer is delayed or impossible (e.g. if the customer fails to accept delivery).
In case of default of acceptance, late payment shall be assumed without a reminder being sent. This shall entitle bio- familia to charge interest on arrears in line with standard market rates (however, the minimum rate shall be 5 % in any case). Moreover, bio-familia may request immediate payment of all outstanding amounts incl. interest on arrears as well as suspend further deliveries until the outstanding debts have been paid and simultaneously demand a full advance payment.
The customer shall not be permitted to offset claims of bio-familia against his/her own claims without the prior written consent of bio-familia.
The delivery deadline specified in the order confirmation is generally binding. In the event that the said delivery deadline cannot be adhered to for unforeseen reasons, bio-familia shall agree a new deadline with the customer.
Even if any delivery deadline is exceeded, the customer shall not be entitled to refuse to accept delivery, to withdraw from the contract and/or to claim damages.
The delivery deadlines shall be extended by an appropriate period if a) the customer increases or modifies the volume of work, b) the customer does not meet its obligation to cooperate or does so only belatedly or inadequately,
c) deadlines exceeded by third-party suppliers and such like lead to delays or d) bio-familia is prevented from performing the contract by force majeure events or events which are beyond the control of bio-familia as well as any unforeseen difficulties in acquiring ordered materials – irrespective of whether such events affect bio-familia or any of its suppliers.
Partial deliveries and separate invoicing thereof by bio-familia are permissible.
The transfer of benefits and risks to the customer depends on the agreed Incoterms or those specified in the order confirmation.
bio-familia provides a guarantee that until the expiry date specified on the packaging is reached, the products delivered do not have any defects, insofar as they are transported correctly, stored properly and used appropriately.
Any assurances in respect of product properties must be given in writing by bio-familia and expressly referred to as such. Technical data and documents, such as descriptions, images, data on dimensions and properties as well as information on standards are for information only and shall not be deemed to be an assurance of quality. Insofar as nothing has been agreed to the contrary, product information, samples and specimens constitute only a product and quality description or only approximate indications of quality, dimensions, weight, flavour and colour of a product. Even if written assurances are provided, a product may exhibit differences to the sample and specifications that are reasonable in view of the product and production process.
The customer undertakes to inspect the goods on receipt at the place of performance as to their outward appearance and by doing spot checks and to immediately report any defects in writing.
In case of defects detected and censured within the specified time, the customer’s voting rights shall be excluded and bio-familia shall have the right to choose whether the defect should be rectified by means of reworking, replacement, purchase price reduction or repudiation of the contract. In the absence of the written consent of bio- familia, the customer shall not have the right to return the goods. bio-familia does not provide any other guarantees, and specifically no liability can be accepted for any other damages and consequential damages caused by defects, insofar as this is legally permissible.
The customer undertakes to obtain from authorities, etc. all permits and customs tariff numbers required for the use and sale of the products.
The customer is responsible for ensuring that the products, specifications and packaging information/declarations are at all times compliant with the established case law for the market in which the products are offered for sale.
In case of any doubt, the delivery obligation of bio-familia shall be suspended until such a time as the customer provides evidence that the applicable regulations and permits have been complied with and granted respectively.
The customer is responsible for learning and using the right customs tariff number. bio-familia rejects any responsibility in relation to customs tariff numbers.
As regards brands of bio-familia, all intellectual property and other property rights to products, specifically patent and trademark rights as well as copyrights or trade dress rights, shall remain with bio-familia and shall not be affected by these General Terms and Conditions. The customer shall not have the right to register trademarks, designs or patents in his/her name.
In case of the customer's own brands, the trademark rights and rights to the package design shall remain with the customer. The latter guarantees that no third-party rights are violated through its product design incl. trademarks either in Switzerland or abroad and shall fully indemnify bio-familia in this respect.
All commercial and technical information, which the customer acquires about bio-familia and any products manufactured/to be manufactured by it and about the processes used, are the sole property of bio-familia, constitute trade secrets of bio-familia and must therefore be held in the strictest confidence. Without the consent of bio-familia, such information may neither be passed on to third parties nor be made accessible to the latter, nor may it be used by the customer him/herself to his/her own ends or those of third parties. Documents which contain confidential information about bio-familia must be returned to bio-familia unsolicited.
All recipes with which and/or according to which bio-familia manufactures products are the sole property of bio- familia and constitute know-how which the customer shall not disclose. This applies irrespective of the form of cooperation (e.g. production under trademarks of bio-familia or the customer’s own brands) and irrespective of whether bio-familia manufactures such products to order and with raw materials and ingredients of the customer.
The contracting parties agree that all parts of the contract shall be concluded in writing.
All legal relationships between the contracting parties shall be ruled on in accordance with Swiss law alone, with the complete exclusion of the United Nations Convention on Contracts for the International Sale Goods, 11 April 1980 (Vienna Convention).
The sole place of jurisdiction for any disputes arising from these General Terms and Conditions shall be CH-6060 Sarnen, Canton of Obwalden, Switzerland.
The German version of these GTC shall take precedence over versions in other languages.
CH-6072 Sachseln, 18 November 2010