1.1
Scope of application
The general terms and conditions of purchase are an integral part of all contractual legal relationships between J. C. Fridlin Gewürze Ltd. and the supplier and their subcontractors and are applicable unless individual agreements provide otherwise. By accepting order confirmation or execution of the order, the supplier expressly agrees to these general terms and conditions of purchase. General terms and conditions or other documents from the supplier which replace, amend or supplement these terms and conditions of purchase shall have no legal effect, even if reference is made to them in any contract confirmation or business correspondence. Changes to these conditions necessitate written confirmation from us in order to be effective.
1.2
Applicable law
The legal relationships between J. C. Fridlin Gewürze Ltd. and the supplier are exclusively subject to Swiss law (Code of Obligations; Vienna Sales Convention excluded). The same also applies to these general terms and conditions of purchase. The place of jurisdiction is Hünenberg (Canton of Zug), where J. C. Fridlin Gewürze Ltd. has its headquarters.
1.3
Place of fulfilment
Place of fulfilment for the delivery is the respective delivery address of J. C. Fridlin Gewürze Ltd.
1.4
Deadlines
Business days as referred to in these conditions are the weekdays Monday to Friday, with the exception of public holidays and the 24th and 31st of December. Declarations bound by time limits must be received by the addressee no later than 4:00 pm on the last day of the deadline.
2.1
Delivery
Scheduled delivery dates are fixed appointments and must be met. Late or early deliveries are to be immediately communicated, including the date of the new delivery. In the event that the delivery date is late, we reserve the right to insist on fulfilment or to cancel the order without setting a deadline. We expressly reserve the right to claim the damages that we incur as a result of the delay, in particular the additional costs of a delivery by third parties or the damages we incur as a result of the delayed fulfilment of our obligations.
2.2
Shipping policies
The supplier must comply with the shipping policies of J. C. Fridlin Gewürze Ltd. and the forwarding agent or carrier. For DDP deliveries, vehicles suitable for foodstuffs must be used; the transport of dangerous goods is not permitted. The condition of the transport vehicles is checked before loading and, if necessary, measures are initiated (e.g: strange smells, dust, moisture, pests, mould). Methods to prevent contamination have been implemented (food/non-food/different product groups). There are appropriate hygiene requirements for all transport vehicles and tools for loading and unloading. The measures are documented. The loading and unloading areas are equipped to protect the transported products from external influences. The temperature must be kept at between -10 degrees and 30 degrees during transport. This must be documented. The order and item numbers of J. C. Fridlin Gewürze Ltd. are indicated on all shipping documents, letters and invoices. The costs of transport including packaging, insurance and all additional costs shall be covered by the supplier, unless expressly agreed otherwise. Suppliers and loaders who have contact with goods can be identified. The driver ensures that nobody has unauthorised access to the goods during transport (e.g. locking of the vehicle during breaks).
2.3
Weight/quantity
The supplier may only fall short of or exceed the agreed weight/piece quantity after prior consultation with J. C. Fridlin Gewürze Ltd. (exception packaging: max. +/- 10%). The supplier must communicate any excess or shortfall prior to delivery. The weight determined on departure or arrival by weighing or measuring shall be the standard for performance and calculation; each party, either itself or through an agent, shall have the right to take part in the weighing or measuring. Weighing the axle is not permitted.
2.4
Quality
The supplier shall ensure the quality as agreed in the quality agreement or the product specifications and/or reference samples. Furthermore, the supplier shall ensure that the goods comply with the pertinent standards, that the technology is state of the art and that they are free of defects in design, material and workmanship. Changes to the materials, etc., are strictly prohibited unless J. C. Fridlin Gewürze Ltd. has given its prior written consent. J. C. Fridlin Gewürze Ltd. is entitled to carry out quality checks at the supplier’s or its sub-suppliers after prior notification. These inspection measures do not release the supplier of any obligations.
2.5
Acceptance
The incoming goods shall be inspected by us as soon as possible upon receipt; notification of any defects in the goods, however, may not be made until they have been processed. Afterwards, a notification of hidden defects can be made within one month of their discovery.
Cases of force majeure shall release the affected contracting party from the obligation to comply with the delivery/acceptance deadlines. The hindrance must be reported to the other party immediately after it becomes known. If the hindrance lasts longer than thirty (30) days after expiry of the contractual delivery or acceptance date, both contractual parties shall be entitled to withdraw from the contract in writing within the following five (5) business days.
4.1
Warranty in kind
The warranty period shall correspond to no less than the period stated in the statutory provisions (Swiss Code of Obligations and Civil Code) or standards from delivery at the place of performance. In the case of valid notifications of defects, J. C. Fridlin Gewürze Ltd. has the right to reduction, replacement delivery or conversion (Art. 197 ff. OR, SR 220). The supplier shall be liable to J. C. Fridlin Gewürze Ltd. for all direct and indirect damages incurred by J. C. Fridlin Gewürze Ltd. or its contractual partners in connection with the delivery of defective goods, removal of defects, cancellation or replacement. He is obliged to take out liability insurance with adequate risk coverage. The supplier shall be liable for replacement deliveries to the same extent as for the original delivery item, including but not limited to transport, travel and labour costs. The warranty period for replacement deliveries shall begin, at the earliest, on the day on which the replacement delivery arrives.
4.2
Legal guarantee
The supplier shall ensure that the goods do not infringe any property rights, limited rights in rem, personal rights as well as intellectual property rights. If a third party asserts a right to which he is entitled, Article 196 of the Swiss Code of Obligations shall apply in the case of partial third-party claims and Article 195 of the Swiss Code of Obligations shall apply in the case of complete third-party claims. If J. C. Fridlin Gewürze Ltd. is involved in a legal dispute with third parties, the supplier will be informed and is obliged from this point in time to support J. C. Fridlin Gewürze Ltd. or its contractual partners in conducting the legal dispute.
J. C. Fridlin Gewürze Ltd. or its contractual partners are held liable within the framework of product liability, the supplier shall ensure full indemnification. The supplier must take out and maintain suitable insurance with sufficient coverage. If requested, the supplier shall provide proof of insurance and the payment of the insurance premiums.
All packaging, labels etc. designed on behalf of J. C. Fridlin Gewürze Ltd., as well as the rights to the brands or names to be printed on the packaging, the label and the product are the property of J. C. Fridlin Gewürze Ltd.
7.1
Prices
The price covers all services which are necessary for the proper fulfilment of the contract. These include in particular all services in accordance with the agreed terms of delivery, packaging, labelling as well as expenses, licence fees and all public charges. If the price is not agreed when the order is placed, it must be stated to J. C. Fridlin Gewürze Ltd. at the latest with the order confirmation. If J. Carl Fridlin does not object within ten (10) business days, the price shall be considered approved. The prices exclude the statutory rate of value added tax. Payment shall be made subject to proper delivery as well as correct pricing and invoicing within thirty (30) days after receipt of the correctly issued invoice, subject to existing material or legal warranty claims, but not earlier than thirty (30) days after acceptance of the defect-free goods, unless otherwise agreed. Payments for partial deliveries shall only be made if this has been agreed in writing
7.2
Invoicing
Invoices must be issued immediately after the dispatch of goods, stating the order and item number from J. C. Fridlin Gewürze Ltd. Value added tax is to be listed separately.
7.3
Retention of title
On delivery, ownership of the delivered goods will be passed to the place of fulfilment unless otherwise agreed by the incoterms. A retention of title is only effective if the retention is entered in the corresponding title retention registry (Art. 715 f. ZGB; SR210).
The assignment of claims against J. C. Fridlin Gewürze Ltd. is only effective with its written consent.
The contracting parties are obliged to keep confidential all drawings, drafts, samples, manufacturing regulations, company-internal data, tools, equipment or other business secrets from the other party which were acquired in the course of business activity. The contractual parties shall ensure that these obligations are also met by their employees and external partners.
All changes and amendments to the respective order must be made exclusively in writing and must be signed by both parties. The same shall apply to any waiver of this requirement.
The supplier also acknowledges the exclusive validity of these terms and conditions of purchase for all further contracts, orders or requests upon first delivery. J. C. Fridlin Gewürze Ltd. reserves the right to make changes to the general terms and conditions of purchase at any time.
The assurance to abstain from using child labour and social exploitation must be ensured right up to the growers. Ethical principles must be adhered to. As such, environmentally friendly materials must be used whenever possible.
Our GTCPs are an integral part of our sales contract.