General Terms and Conditions for the Sale and Delivery of Goods and Services through Raps Schweiz AG and through their affiliated companies
Raps Schweiz AG, Abt Bedastrasse 25, 9245 Sonnental
1.1 These General Terms and Conditions for the Sale and Delivery of Goods and Services shall apply exclusively for all quotations and contracts for delivery of goods and services of RAPS Schweiz AG (hereinafter the “Vendor” or “we” or “us” etc.), including current and future business relations. Deviations herefrom shall be binding for us only when we have agreed to them expressly in text form.
1.2 We expressly object to general terms and conditions of trade and purchase of the Buyer. They shall only obligate us when we have agreed to them expressly in text form.
1.3 In as far as a text form requirement is laid down in these Conditions of Sale and Delivery, this text form requirement can only be waived expressly in text form. This rule is not applicable to side agreements which have been individually agreed by the parties during the conclusion of the contract.
2.1 Our offers are non-binding, i.e. we can revoke offers until acceptance; subject to prior sale.
2.2 Our field service is not authorized to make agreements of any kind whatsoever. Such agreements require our confirmation in text form to be valid.
2.3 Samples and specimens are only considered as illustrative pieces for quality, dimension, color, packaging and presentation. These properties will not be guaranteed.
3.1 The prices quoted by us are ex works, resp. delivery warehouse including packaging plus the applicable sales tax in the currency stated.
3.2 Any lattice boxes, containers or similar transport packaging (returnable container) provided on loan remain the property of the Vendor and shall be returned to the Vendor in good order and at the expense and risk of the Buyer within a reasonable period of time after delivery. The Buyer shall be liable for any damage or loss of the returnable container. Failure to return any of the returnable container shall be compensated by the Buyer on the basis of the time value of the returnable container.
4. Payment Terms
4.1 The invoiced amounts will be due within 30 days, received by us, in the invoiced currency without deductions.
4.2 Complaints about the invoice shall be conveyed immediately in text form. The invoice shall be deemed as accepted if the Buyer does not object to the invoice within a period of 30 days following the date of the invoice. The Vendor will inform the Buyer of this stipulation in each invoice separately. The agreed payment period counts from the date of the invoice.
4.3 If the Buyer is an entrepreneur, any right to reject the deliveries of the Buyer is excluded. This shall not apply when the counterclaim, on which the right to reject the deliveries is based, is undisputed or has been confirmed by a court.
4.4 The Buyer may offset any of its claims against any claims of the Vendor if the Buyer’s claims are undisputed or have been confirmed by a court.
4.5 Any bonuses or refunds will only be paid to the Buyer if the Vendor itself has no due claims against the Buyer. Such due claims will be netted by offsetting.
5. Time of Delivery and Delivery
5.1 The deadline for delivery shall commence on the day of our order confirmation.
5.2 The Buyer may not refuse acceptance of the delivery due to insignificant defects.
5.3 The agreed quantities are approximate quantities which entitle the Vendor to deliver goods of up to 10% below or above the agreed quantity. The weight at dispatch shall be decisive. For weight loss during transport the Vendor shall only be liable according to clause 6.9.
5.4 Events of force majeure shall release the Vendor from the obligation of on time delivery. If the Vendor and the Buyer are unable to agree on a new fixed date of delivery, the Buyer may exercise its statutory rights. The same shall apply when any events of force majeure occur with any of the sub-suppliers of the Vendor. In any such events the Vendor has the right to rescind from the agreement.
5.5 Deliveries will be made ex works or warehouse. If the agreement has been entered into by a Buyer who is an entrepreneur, any risk shall be passed over to the Buyer with the handover to the shipping agent or freight forwarder, at the latest however, when the goods leave the production facility or the warehouse.
5.6 In the case of an order value of less than CHF 100 a minimum value surcharge of CHF 9 will be invoiced.
6. Warranty, Notice of Defects, Damage Claims
6.1 Statements about the conformity of the goods with provisions of whatever nature, and any recommendations of goods given by the Vendor or its agents, as well as product descriptions of the Vendor or the manufacturer do not represent a warranty or guarantee.
6.2 Claims for defects cannot be made for insignificant deviation from the agreed quality/texture or for customary loss.
6.3 The Buyer must notify to the Vendor any defects by sending a claim notice of defects in text form within 10 days to the Vendor, receipt at our premises, after the Buyer has received the goods at the agreed place of delivery. Hidden defects can only be claimed within an appropriate period of time the duration of which is dependent on the nature of the goods. Hidden defects must be notified to the Vendor without undue delay after they have been discovered, at the latest, however, within 7 working days.
6.4 Faulty goods shall be repaired/touched up free of charge or redelivered at the discretion of the Vendor, provided the reason of the default was already given at the time when the risk passed to the Buyer.
6.5 The Vendor may in its sole discretion - instead of repair/touch up or re-delivery - replace the reduced value.
6.6 Should the repair/touch up or re-delivery fail, the Buyer - irrespective of any damage claims in accordance with clause 6.9 - may rescind the contact or reduce the purchase price.
6.7 Any further claims by the Buyer are excluded.
6.8 Any return of delivered goods will only be accepted if such returns are based on a legitimate exercise of warranty claims which give the right to return the goods. The returned goods must - notwithstanding the claimed defect - be without any other damage and the time period until the expiry of the “best before date” shall, as a rule, not be less than four months.
6.9 Damage claims of the Buyer, irrespective of the legal reason, shall be excluded. This shall not apply (a) in as far as there is a compulsory liability, e.g. in accordance with the product liability or federal law, (b) in cases of willful misconduct or gross negligence.
6.10 The Vendor is under no obligation to inquire whether, or to guarantee that, the goods sold by the Vendor are not subject to any protective rights of third parties abroad. If the Buyer exports the goods sold by the Vendor to territories outside of Switzerland, the Vendor may not be held liable in the event that the products of the Vendor violate protective rights of third parties, unless the purchase agreement expressly states that the goods will be exported by the Buyer into specific countries. The Buyer shall reimburse to the Vendor any damages of the Vendor caused by the export of goods which were not delivered for the purpose of an export.
6.11 Actions for warranty due to defects of the item shall become statute-barred upon expiry of two years from the date of delivery of the item to the Purchaser.
7. Final Provisions
7.1 The contractual relations between Buyer and Vendor are subject to the Swiss Code of Obligations, in particular the sale of goods according to Art. 187-215 under exclusion of the UN Sales Convention (CISG).
7.2 Should these provisions be invalid in part or contain loopholes, the validity of the remaining provisions shall not be affected by this.
8. Place of Fulfilment and Jurisdiction
8.1 The place of fulfillment for the contractual obligations of both parties is SONNENTAL. The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is ST. GALLEN.
8.2 The Vendor may also sue the Buyer at the Buyer's place of business. The statutory provisions shall apply vis-à-vis consumers.
Status: January 2021
Raps Schweiz AG