1.1
These GTCPs are valid for all sales/deliveries of products of J. C. Fridlin Gewürze Ltd. (hereafter seller), as far as there are no differing agreements have been made between the contractual parties or written provisos have been arranged. Any general terms and conditions of sale of the customer shall automatically be suspended upon conclusion of the purchase contract with J. Carl Fridlin Gewürze AG.
1.2
As long as neither the special agreements nor the following GTCP contain conflicting regulations, the current Swiss statutory rules shall apply in particular.
1.3
J. C. Fridlin Gewürze Ltd. reserves the right to modify the GTCP at any time within a time limit of 30 days.
2.1
J. C. Fridlin Gewürze Ltd.’s entire service package (goods, quantity, price, delivery date, shipping, etc.) shall be determined by the sales confirmation or the delivery note from J. C. Fridlin Gewürze Ltd.
2.2
J. C. Fridlin Gewürze Ltd. reserves the right to deviate from the sales confirmation or delivery note owing to legal norms that must be complied with.
3.1
Delivery options, delivery restrictions, official measures, rationing, traffic and operational disruptions, war, strikes, sabotage, demonstrations and all other cases of force majeure continue to be reserved.
3.2
Immediately after the onset of any force majeure event, the party affected by such an event shall promptly notify the other party in writing concerning the time and nature of said force majeure event. If a party fails to provide notification, it shall not have the right to be released from its obligations.
3.3
If the duration of the suspension of the agreement lasts for a period of three (3) months or longer, the contractual party whose obligations are suspended due to force majeure may terminate this agreement with one (1) month's notice.
4.1
Delivery dates shall be determined in the sales confirmation or verbally agreed upon. Unless otherwise agreed, changes to the order shall result in the cancellation of the dates and deadlines previously set.
4.2
In the event of short-term delivery impairments due to force majeure (see point 3.1), the delivery and performance deadlines shall automatically be extended by the corresponding duration of the impairment.
4.3
Partial deliveries are made as per special agreement. The buyer’s request must be made at least 3 days before the desired delivery date.
4.4
The seller is not responsible for empty runs or costs if trucks are ordered for loading before the goods have been made available for transport.
4.5
The place of fulfilment shall be the location of the seller or the unloading point agreed in the sales confirmation or the delivery note.
5.1
Unless the parties agree to specific quality provisions in writing, the goods shall be of customary quality and workmanship. The quality and condition ascertained during loading at the place of departure shall be the standard for the fulfilment of the contract. Obvious quality differences that have been correctly identified at the place of receipt before unloading remain reserved.
5.2
In the case of sales based on samples and/or specifications, these shall be the standard. Special quality conditions that deviate from the customary trade quality require an agreement in the sales confirmation or the delivery note.
5.3
J. C. Fridlin Gewürze Ltd. undertakes to ensure that all products it supplies comply with Swiss food law and GHP (good hygiene practice).
5.4
The weight of the packaging of the contract goods is not included in the contract quantity.
5.5
The seller guarantees the traceability of their products.
6.1
If the goods are not picked up by the buyer on time or if they are accepted when offered in accordance with the contract or if partial deliveries are not requested on time, the buyer shall automatically be in default of acceptance. J. C. Fridlin Gewürze Ltd. is then entitled to set a written grace period of at least 3 days. After the unused expiry of this period of grace, J. C. Fridlin Gewürze Ltd. has the option to carry out the subsequent delivery in such a way that it keeps the goods available in its company on account for the purchaser and charges a storage fee of CHF 20 per pallet (EURO) per month or by waiving subsequent fulfilment and claiming compensation for non-performance. J. C. Fridlin Gewürze Ltd. must notify the purchaser in writing of how to make use of this option immediately after the grace period has expired.
6.2
The grace period shall begin on the day of delivery of the notice to the buyer, excluding the day of delivery.
7.1
The seller must be notified of defects immediately after receipt of the goods at the place of fulfilment. Insofar as the internal condition of the goods can be ascertained by special tests (chemical or technical analyses and the like) carried out by recognised laboratories, the period for the notification of defects shall be extended by the time required for the special test to be carried out immediately in the ordinary course of business, but not beyond 20 business days. The seller shall not accept any costs for analyses commissioned by customers.
7.2
As far as the reduced value (qualitative) is not higher than 5% of the value of the goods, the buyer shall be entitled to a reduction. However, in this case the seller shall also have the right to take back the goods and to replace them immediately at the agreed prices and conditions. Any expenses incurred shall be borne by the seller.
7.3
If the reduced value (qualitative) is higher than 5% of the value of the goods, the seller shall be entitled to declare whether he will immediately make a one-time compensation delivery within a period of three business days after receipt of the notification of the reduction in value. If he does not exercise this right within the time limit, the buyer may a) take over the goods with the acknowledged reduced value or b) demand rescission of the sales contract, whereby any damages to be paid shall be limited to the price difference and the demonstrably incurred expenses and cash expenditures
7.4
The warranty claim against J. C. Fridlin Gewürze Ltd. fully expires as soon as the buyer or third parties make changes to the delivered goods, unless the buyer can prove that the defect is not due to the changes. The warranty also expires in the event of improper processing and/or storage or use of the products for other purposes not provided for in the product description.
8.1
J. C. Fridlin Gewürze Ltd. is exclusively liable for damages which are based on violation of a contractual obligation incumbent upon it or if it has caused said damage through gross negligence or intent.
8.2
In no event shall J. C. Fridlin Gewürze Ltd. be liable for any consequential damages.
8.3
J. C. Fridlin Gewürze Ltd. is not liable for any damage whose occurrence or escalation could have prevented by reasonable measures by the purchaser.
8.4
The maximum amount of damages to be paid shall be limited to the agreed purchase price of the delivery concerned.
9.1
The prices of the sales confirmation plus value added tax are definitive. All prices are exclusive of freight charges, unless otherwise stated.
9.2
Deliveries and services for which written prices have not been agreed in advance shall be invoiced at the list prices of J. C. Fridlin Gewürze Ltd. valid at the time of performance.
9.3
The seller reserves the right to deliver the goods only against advance payment at any time contrary to the contractual terms of payment.
9.4
Unless otherwise agreed, payments shall be made without reduction within 30 days of the invoice date or within the payment period granted on the invoice. In the event of violation of said payment deadline, the buyer shall automatically be in default without a reminder, whereby a default interest that is customary in the industry shall be owed.
9.5
Settlements and retention of the purchaser are only permissible if possible counter-claims have been acknowledged in writing by J. C. Fridlin Gewürze Ltd. or have been legally established.
9.6
If the same buyer is in arrears with several invoices, the due debt shall first be repaid beginning with the older debt. If the buyer is in arrears with at least one payment for a partial delivery, J. C. Fridlin Gewürze Ltd. is entitled to withhold further partial deliveries until the outstanding invoices have been settled in full.
9.7
J. C. Fridlin Gewürze Ltd. shall automatically withdraw from the contract upon expiry of the grace period for payment/performance as determined with the last registered reminder. As such, the ownership of the delivered goods according to OR 107ff reverts to the seller. In the event of bankruptcy, the goods supplied by J. C. Fridlin Gewürze Ltd. are not a part of the bankruptcy estate. J. C. Fridlin Gewürze Ltd. is entitled to retrieve the delivered goods immediately.
10.1
Swiss law shall apply to these General Terms and Conditions as well as the associated contract.
10.2
The place of jurisdiction for any disputes arising from or in connection with these GTCs, as well as the associated contract, shall be the registered office of J. C. Fridlin Gewürze Ltd.