Allgemeine Geschäftsbedingungen für den Verkauf und die Lieferung von Waren und Dienstleistungen durch Raps Schweiz AG und durch ihre verbundenen Unternehmen

1. General

1.1 These General Terms and Conditions apply to all our business relationships with our customers (hereinafter referred to as “Buyer”). They only apply if the Buyer acts as an entrepreneur in the course of its commercial or professional activity.
1.2 These General Terms and Conditions shall apply exclusively to all offers and contracts for the delivery of goods and services by RAPS Schweiz AG (hereinafter also referred to as “Seller” or “we” / “us”), in ongoing and future business relationships. Deviations from these General Terms and Conditions are only binding for us if we have expressly agreed to their application in text form.
1.3 We expressly reject the Buyer's terms and conditions of business and purchase. They are only binding on us if we have expressly agreed to them in text form. This requirement of consent applies in all cases, for example even if the Buyer refers to its terms and conditions of business and purchase in the context of the order and we do not expressly object to this.
1.4 Insofar as these General Terms and Conditions stipulate a requirement for text form, this requirement for text form can only be waived expressly in text form. This does not apply to ancillary agreements individually agreed between the parties upon conclusion of the contract.
1.5 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply in addition to these General Terms and Conditions, insofar as they are not changed or explicitly excluded in these General Terms and Conditions.

2. Offers; Conclusion of Contract

2.1 Our offers are subject to change and are non-binding, i.e. we may revoke offers until they are accepted; we reserve the right to a prior sale to a third party. Acceptance may be declared by us either in text form or in writing or by delivery of the goods to the Buyer.
2.2 Our sales representatives are not authorised to enter into agreements of any kind. These require our confirmation in text form to be valid.
2.3 Samples and models are considered approximate illustrations of quality, dimensions, colour, packaging and presentation. These characteristics are not guaranteed.

3. Delivery Period, Delivery

3.1 The delivery period shall commence at the earliest at the end of the day on which our order confirmation is received by the Buyer.
3.2 The Buyer may not refuse to accept deliveries due to minor defects.
3.3 The agreed quantities are approximate quantities, which entitle the Seller to deliver up to 10% more or less than the agreed quantity. The weight at dispatch is decisive. The Seller is only liable for weight loss during transport under the conditions specified in clause 8.
3.4 Events of force majeure release the Seller from the obligation to deliver on time. If the Seller and the Buyer cannot agree on a new binding delivery date, the Buyer is entitled to its statutory rights. The same applies if events of force majeure occur at one of the Seller's subcontractors. In all these cases, the Seller shall be entitled to withdraw from the contract; in the event of withdrawal from the contract the purchase price claim becomes void. Events of force majeure include, in particular, strike, lockout, other unforeseeable operational disruptions, unavoidable shortages of raw materials, pandemics, epidemics, war, terrorism and other events for which the Seller is not responsible.
3.5 Deliveries shall be made ex works or ex warehouse at the Seller's discretion. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by delivery). Unless otherwise contractually agreed, we may determine the type of shipment (packaging, shipping route, transport company) ourselves.
3.6 For orders with a value of less than CHF 75 (excluding VAT), we charge a minimum order surcharge of CHF 6.95 (plus VAT).

4. Transfer of Risk, Default of Acceptance; Returnable Containers

4.1 The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon delivery of the goods to the Buyer. In the case of a sale by delivery, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay shall already pass to the Buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. The handover of the goods shall be deemed to have taken place if the Buyer is in default of acceptance.
4.2 If the Buyer is in default of acceptance, fails to perform an act of cooperation owed or incumbent upon him, or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this claim for damages, we shall charge a lump-sum compensation of 0.05% of the agreed purchase price per calendar day plus applicable VAT (“Lump-Sum Compensation”), beginning with the expiry of the delivery period or, in the absence of a delivery period, with the receipt of the notification that the goods are ready for dispatch by the Buyer.
4.3 Instead of the Lump-Sum Compensation, we shall be entitled to claim the actual damage incurred. Our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected in any case; the Lump-Sum Compensation shall be offset against further monetary claims. The Buyer shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the amount of the Lump-Sum Compensation. The Lump-Sum Compensation shall be limited to the purchase price (excluding VAT).
4.4 Pallet cages, containers or similar transport packaging (returnable containers) provided on loan remain the property of the Seller and must be returned to the Seller in proper condition at the Buyer's expense and risk within a reasonable period of time after delivery. The Buyer is liable for damage to or loss of the returnable containers. If they are not returned, they will be charged at their current market value.

5. Prices and Terms of Payment

5.1 The prices quoted by us are ex works resp.  ex warehouse, including packaging, plus the applicable statutory value added tax in the specified currency and any shipping costs incurred.
5.2 If the Buyer wishes to have the goods shipped to another destination (sale by delivery), the Buyer shall bear the transport costs ex works resp. ex warehouse and the costs of any transport insurance requested by the Buyer. Any public charges (fees, contributions and taxes, including customs duties) shall be borne by the Buyer.
5.3 The invoice amount is due upon conclusion of the contract and is payable without deduction within 30 days from the date of our invoice, in the currency as stated in the invoice (decisive is the date on which the amount is credited to our account).
5.4 Any complaints regarding the invoice must be communicated to us in text form without delay. If no complaints are raised by the Buyer, the invoice shall be deemed accepted 30 days after the invoice date. The Seller shall specifically inform the Buyer of this in each invoice. Any agreed payment period shall commence on the invoice date.

6. Set-Off, Right of Retention

6.1 The Buyer shall only be entitled to rights of set-off and retention if its claim is undisputed by both parties or has been legally established. These restrictions shall not apply to rights of set-off and retention based on defects of the delivered goods.
6.2 Any existing bonuses and refund claims shall only be paid to the Buyer if the Seller itself has no outstanding claims against the Buyer. In the event that such claims exist, they shall be offset.

7. Buyer’s Claims for Defects

7.1 Statements about the conformity of the goods with provisions of any kind and recommendations for goods made by the Seller or its vicarious agents, as well as product descriptions by the Seller or manufacturer, do not constitute a guarantee but rather a non-binding statement of promotion.
7.2 Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, nor where the value or the suitability is not significantly reduced or eliminated.
7.3 The Buyer must submit complaints in text form, to be received by us within 10 days of receipt of the goods at their destination. Hidden defects can only be asserted within a reasonable period of time and depending on the nature of the goods. They must be reported to the Seller immediately after discovery, at the latest within 7 working days.
7.4 If the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect or by delivering a defect-free good free of charge, provided that the cause of the defect already existed at the time of transfer of risk. If the subsequent fulfilment by remedying the defect or replacement fails, the Buyer may - without prejudice to any claims for damages pursuant to clause 8 - withdraw from the contract or reduce the purchase price. If the Buyer withdraws from the contract, the Buyer has to return the received good to the Seller pursuant to clause 7.6 against the repayment of the purchase price. Further claims by the Buyer are excluded.
7.5 In lieu of having the defect remedied or having a defect-free good delivered, the Seller may, at its discretion, compensate the Buyer for the reduced value.
7.6 Goods will only be accepted for return if warranty rights entitling the Buyer to return the goods are validly asserted. The returned goods must be undamaged upon delivery to us - apart from the claimed defect - and must have a shelf life of at least four months from the date of return, as indicated by the best-before date on the respective good. This does not apply if it leads to an impermissible shortening of the limitation period for claims.
7.7 The Seller is not obliged to check and guarantee whether or that the goods are subject to third-party property rights, including industrial property rights, abroad. If the Buyer exports the goods to areas outside Switzerland, the Seller accepts no liability if the goods infringe third-party property rights, unless the purchase contract expressly provides for the export of the goods to certain countries by the Buyer. The Buyer shall be obliged to compensate the Seller for any damage caused by the export of goods that the Seller did not expressly deliver for the purpose of export.

8. Other Liability

Claims for damages by the Buyer, regardless of their legal basis, are excluded. This does not apply (a) to liability under the provisions of the Swiss Product Liability Act, (b) in cases of intent and gross negligence, (c) to damage resulting from injury to life, limb or health, (d) in the event of fraudulent concealment of a defect and in the event of the assumption of a guarantee for the quality of the goods, and (e) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely), whereby in the latter case our liability shall be limited to compensation for the direct, foreseeable, typically occurring damage. The above provisions do not imply any change in the burden of proof.

9. Limitation Period

Claims for warranty for defects and claims for damages on other legal grounds shall become time-barred 12 months after the start of the statutory limitation period. This period shall not apply if the law mandatorily prescribes longer periods, e.g. in the case of claims for damages under the Swiss Product Liability Act and in the cases of mandatory liability referred to in clause 8.

10. Retention of Title

The title to the delivered goods shall pass, at the earliest, to the Buyer after the Buyer has paid the purchase price in full to the Seller. As long as ownership has not yet been transferred to the Buyer, the Buyer is obliged to treat the goods with care. 

11. Additional Terms and Conditions of Sale and Delivery for Sausage Casings

11.1 The Seller uses sausage casings from reputable manufacturers. We only assume a warranty for the sausage casings to the extent that we are entitled to statutory warranty claims against the respective manufacturer and only within the statutory periods. Any further liability or warranty is expressly excluded.
11.2 Print motifs designed by us or a member of the Raps group are our intellectual property and require our written consent for use by Buyers or third parties. If printing documents are provided to us by the Buyer or if we have to comply with specifications provided by the Buyer, we shall not be liable for any conflicts with third-party rights or in the event of a violation of food law regulations due to the design of the motif or text; the Buyer shall indemnify us against any corresponding claims.
11.3 Sausage casings printed or manufactured as special orders, i.e. orders according to customer requirements, cannot be returned or exchanged, except in the case of justified quality defects. In the case of special orders, no complaint can be made for rejects due to defects of up to 3%. Minor colour deviations from the designs are possible and not unusual, therefore complaints in this regard are excluded. The Buyer undertakes to accept partial deliveries for special orders. The order shall also be deemed fulfilled in the event of short or excess quantities of up to 15%.

12. Place of Performance and Jurisdiction

12.1 The place of performance for the contractual obligations of both parties and the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is the legal seat of the Seller.
12.2 The Seller may also sue the Buyer at the Buyer's legal seat.

13. Special Provisions for Sales in the Online Shop

13.1 For all offers and contracts for the delivery of goods and services made or concluded in an online shop operated by the Seller (electronic commerce), the provisions of this clause 13 shall apply in addition to the terms and conditions contained in clauses 1 to 12 and 14. Insofar as the terms and conditions contained in this clause 13 contradict individual terms and conditions in other clauses, the terms and conditions contained in this clause 13 shall take precedence for offers and contracts in the online shop (electronic commerce).
13.2 The presentation and advertising of items in our online shop do not constitute a binding offer to conclude a purchase contract, but serve to submit a binding offer to conclude a corresponding contract by the Buyer.
13.3 By submitting an order via the online shop by clicking on the ‘Place order’ button, the buyer makes a legally binding offer to conclude a corresponding contract. Unless otherwise stated in the offer, we are entitled to accept the contract offer within two weeks of receiving it. During this period, the Buyer remains bound to its offer.
13.4 We shall immediately confirm receipt of the offer to the Buyer by e-mail. Such a confirmation e-mail does not constitute a binding acceptance of the offer unless it also declares acceptance in addition to confirming receipt.
13.5 We may declare our acceptance of the contract offer either in writing or text form (e.g. by means of an order confirmation) or by delivering the goods to the Buyer or providing the service.
13.6 If it is not possible to deliver the goods ordered by the Buyer or to provide the service, for example because the goods are not in stock, we will refrain from declaring acceptance. In this case, no contract will be concluded. We will inform the Buyer immediately and refund any payments already received without delay.
13.7 The Buyer may transfer the purchase price and shipping costs to our account specified in the online shop, grant us a direct debit authorisation, pay by credit card or via a payment service provider commissioned by us (e.g. PayPal). In the case of a direct debit authorisation or payment by credit card, we will debit the Buyer's account at the earliest on the day we receive the order. A direct debit authorisation granted shall also apply to further orders placed by the Buyer until revoked. In the case of a bank transfer, we shall only provide the contractually owed service after the transfer amount has been credited to our account. In the case of payment via a payment service provider or by credit card, the terms and conditions of the respective payment service provider shall apply in addition.
13.8 Orders placed via our online shop and any resulting communication shall be conducted exclusively in German.
13.9 Costs incurred as a result of delivery abroad, such as taxes, customs duties, import and export duties, processing fees, money transfer fees, etc., shall be borne by the Buyer. In the event of cancellation by the Buyer, the Buyer shall bear the direct costs of the return shipment.

14. Final Provisions

14.1 The contractual relationship between the Buyer and Seller is subject to Swiss substantive law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 Should any of these provisions be partially invalid or incomplete, this shall not affect the validity of the remaining provisions.
14.3 Only the German version of these General Terms and Conditions is authoritative.

 

Status: March 2026