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General Terms
and Conditions

General Terms and Conditions

General Terms and Conditions of Delivery and Business for Switzerland

All deliveries shall be made in accordance with our General Terms and Conditions of Business and Delivery. Amendments or supplements to these General Terms and Conditions of Delivery and Business must be made in writing to be effective. No verbal ancillary agreements have been made.

 

1. Offer, offer acceptance and order

 

a. Our offers are subject to change.

 

b. Orders must always be placed in writing. In existing business relationships, orders placed verbally are also accepted.

 

c. Orders as well as verbal agreements are only binding for the seller if and insofar as he has confirmed them in writing or complied with them by sending the goods and the invoice. This also applies to supplements and amendments.

 

2. Prices, calculation

 

The prices result from the respective valid price lists or offers, or are agreed verbally and confirmed in writing.

 

3. Delivery times, delivery

 

a. The delivery periods stated by the Seller shall be deemed to be approximately agreed, unless a fixed transaction is expressly agreed by using the word “fix”.

 

b. Claims for damages due to delayed delivery that are not based on intent or gross negligence are excluded.

 

c. The delivery period shall not commence until the order has been fully clarified and all details required to process the order are known to the Seller.

 

d. Except in the case of a transaction for delivery by a fixed date, the seller shall only be in default if the buyer sets him a grace period of at least 4 weeks in writing. After the expiry of this grace period, the buyer may withdraw from the contract insofar as the goods have not yet been delivered.

 

e. The buyer cannot reject partial deliveries.

 

f. Our obligation to deliver shall be suspended as long as the buyer is in default with a due payment.

 

4. Dispatch, transfer of risk

 

a. Goods reported ready for dispatch must be called off immediately, otherwise the seller is entitled to store them at the buyer’s expense and risk and to invoice them as ex works.

 

b. Special or other packaging, such as wooden crates, crates, pallets and cardboard boxes will be invoiced at cost price and will not be taken back.

 

5. Terms of payment

 

a. We charge the prices valid on the day of delivery, namely in EURO (EUR), if not stated otherwise, plus the respectively valid value added tax surcharge. The prices apply ex delivery works, with immediate payment without deduction, unless special conditions are agreed.

 

b. If the payment deadlines are exceeded, all legal consequences of default shall apply without a special reminder. In particular, we reserve the right to charge interest at the respective interest rate of our house bank, insofar as this exceeds the statutory interest rate of 8 percentage points above the base rate.

 

c. In the event of default, all other claims arising from the business relationship shall also become due for immediate payment, insofar as they are not already due.

 

d. The buyer shall compensate the seller for the damage caused by the delay, in particular also for all information fees, costs of establishing whereabouts as well as other reasonable extrajudicial costs.

 

e. The seller may at any time require the buyer to accept a bill of exchange. All costs arising from the acceptance of a bill of exchange or cheque shall be borne by the buyer. If a bill of exchange of the buyer is protested and a protested bill of exchange is not covered immediately, the seller is entitled to return all bills of exchange still in circulation.

 

f. Both contracting parties shall -only be entitled to a right of set-off or retention, -subject to the following clause 5 g., -insofar as the counterclaim is undisputed or a legally enforceable title exists in respect thereof.

 

g. If the buyer is in default with the settlement of any debt arising from the entire business relationship with us, the seller shall only be obliged to deliver against prior cash payment or security for the purchase price and the other payment obligations.

 

6. Retention of title, copyright, tools

 

a. The delivered goods or samples remain the property of the seller until full payment of all outstanding claims from the entire business relationship.

 

b. However, the buyer shall be entitled to use the goods in a customary manner and to use or sell them in the ordinary course of business. In this case, the buyer hereby assigns his purchase price claim against his customer to the seller.

 

c. The buyer is not entitled to pledge unpaid or only partially paid goods or to assign them as security to third parties without the written consent of the seller. He is obliged to assert the seller’s right of ownership vis-à-vis third parties and to inform the seller immediately in writing if claims are asserted against the goods by third parties or if execution is initiated against him.

 

d. The seller has the exclusive copyright to all goods, samples or pictorial representations delivered or made available by him. The Buyer expressly undertakes to do everything in its power to ensure the Seller’s copyright.

 

7. Warranty and limitations of liability

 

a. Defects in the goods must be reported to the seller in writing without delay, recognisable defects within 8 days of receipt at the latest.

 

b. The seller undertakes to repair or replace duly defective goods free of charge and to return them to the buyer without delay, at the seller’s discretion. If the seller allows a reasonably set period of grace to elapse without having provided a replacement or remedied the defect, or in the event of failure to remedy the defect, the buyer may withdraw from the contract or reduce the purchase price.

 

c. The buyer is entitled to return the rejected goods with the seller’s consent. However, the seller may, at his discretion, also carry out the rectification on site. In the event of unjustified complaints, the buyer shall bear the shipping costs as well as the seller’s other foreseeable costs.

 

d. Further warranty claims are excluded to the extent permitted by law.

 

This also applies to claims for damages, unless there is intent or gross negligence.

 

e. Liability for claims for damages is excluded. This does not apply in cases of intent or gross negligence, injury to life and limb, product liability claims and the breach of material contractual obligations. Liability for indirect damages, such as loss of production or loss of profit, is excluded in all cases.”

 

f. Unless expressly agreed otherwise, deviations in quantities as well as information on the object of delivery and performance (for example dimensions, hardness, weight, utility value, tolerance) are standard values or customary in the industry and do not constitute defects.

 

g. The warranty shall be excluded if the defect was caused by improper handling of the delivery item, if it was not used in accordance with its intended purpose known to us, if improper third-party resources were used or if it was defective. Natural wear and tear is excluded from the warranty.

 

h. Insignificant deviations from samples or from previous deliveries or from other specifications do not constitute grounds for warranty claims insofar as they do not impair the presumed functionality.

 

8. Limitation

 

The warranty period is 24 months.

 

9. Data protection/ data protection information

 

We use electronic data processing and have stored the data required for the lawful performance of contractual relations. You can also find our data protection declaration on our homepage www.geniuspharma.ch under the heading Privacy Policy; duty to inform according to Art. 13 as well as 14 of the DSGVO.

 

10. Final provisions, place of jurisdiction

 

a. The place of payment and performance is Schaffhausen, Switzerland. The exclusive place of jurisdiction is Zürich.

 

b. Swiss substantive law, excluding the UN Convention on Contracts for the International Sale of Goods, shall apply exclusively.

 

c. Should one of the above provisions be legally ineffective, the effectiveness of the other provisions and of the contract as a whole shall not be affected. In the event of the invalidity of one or more provisions of these General Terms and Conditions of Business and Delivery, the contracting parties shall agree on a legally effective substitute provision which comes as close as possible to the invalid provision in economic terms and which would presumably have been agreed if the contracting parties had known of the invalidity at the time of conclusion of the contract. This shall also apply accordingly to loopholes in the contract.

 

Schaffhausen

 

Status September 2021

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