scope

1.1. These General Terms and Conditions apply to all contractual relationships of Swifiss AG, unless otherwise expressly agreed in writing in the individual contracts.

1.2. By placing an order in any form (letter, fax, email, telephone, etc.), the customer accepts these General Terms and Conditions of Swifiss AG. General purchasing conditions or other General Terms and Conditions of the customer that deviate from, conflict with or supplement these General Terms and Conditions do not bind Swifiss AG, even if it does not expressly object to them.

Offers and Contract Conclusion

2.1. Offers from Swifiss AG as well as brochures, catalogues etc. are non-binding unless otherwise stated. A binding effect only occurs when the customer has received an order confirmation (only in writing, fax or email). The customer must check the order confirmation from Swifiss AG immediately after receipt and notify Swifiss AG in writing of any deviations from his order within five working days at the latest, otherwise the information in the order confirmation is decisive for determining the service owed.

2.2. Unless otherwise agreed, the deliveries and services comply with the regulations and standards at the headquarters of Swifiss AG. The customer must inform Swifiss AG of any special regulations and standards at its headquarters or at the destination of the goods that affect the products, packaging or delivery, at the latest when placing the order.

Prices and payment terms

3.1. The prices offered by Swifiss AG are in Swiss francs (CHF) or in euros (EUR) according to the offer and are owed by the customer in the corresponding currency. In addition, VAT is owed at the respective statutory rate. All prices are ex works. All additional costs such as freight, insurance, export, transit, import and other permits and certifications are borne by the customer. The customer must also bear all types of taxes, duties, fees, customs duties and the like that are levied in connection with the contract or reimburse them to Swifiss AG upon presentation of appropriate proof if Swifiss AG has become liable for these costs.

3.2. All price information is based on the cost factors prevailing at the time of conclusion of the contract (currency ratios, purchase prices, transport costs, taxes, customs duties, etc.). Significant and unforeseeable changes in the individual cost factors of more than 5%, for which Swifiss AG is not responsible, entitle Swifiss AG to adjust the price accordingly. The customer must be informed of such a price adjustment immediately after the changed calculation basis has been determined, but no later than upon delivery of the products.

3.3. Invoices from Swifiss AG are due for payment net within 30 days from the invoice date (due date) or in accordance with the contractual agreement. The payment obligation is fulfilled when the invoice amount is credited to the Swifiss AG bank or postal checking account within the payment period. After this point, the customer is in default without notice and default interest of 5% is owed.

3.4. The payment deadlines must also be met if transport or acceptance of the delivery by the customer is delayed or becomes impossible for reasons for which Swifiss AG is not responsible.

Handling of packaging materials and raw materials procured for customers or customer orders

4.1. Based on the customer's order, Swifiss AG orders primary and secondary packaging materials (e.g. bottles, closures, labels, information leaflets, folding boxes) from suppliers of Swifiss AG's own choice.

4.2. If the procurement of primary or secondary packaging materials and/or raw materials is not possible in the quantity requested by the Purchaser (e.g. due to minimum order quantities from suppliers), the Purchaser has the choice of increasing the order volume to the required extent or pre-financing the purchase.

4.3. By pre-financing the purchase of the primary and secondary packaging materials and/or raw materials, the Purchaser acquires full ownership of them.

4.4. Swifiss AG accepts the packaging materials and/or raw materials and stores them for the customer. As far as reasonable, a random visual inspection will be carried out after receipt of the packaging materials and/or raw materials. Any defects will be reported to the customer. Hidden defects will be reported to the customer after they are discovered.

4.5. The storage period for primary and/or secondary packaging materials is 24 months maximum, and for raw materials 12 months maximum. The storage costs for this period (24 or 12 months respectively) are included in the price offered for the manufacture and purchase of the contract products.

4.6. If the primary and secondary packaging materials and/or raw materials have not been used up three months before the expiry of the maximum storage period, the customer is obliged to collect them from Swifiss AG, unless it is guaranteed that they will be required for production for the customer within three months.

4.7. If the primary or secondary packaging materials and/or raw materials are not collected by the end of the maximum storage period, Swifiss AG is entitled to destroy the corresponding items at the customer’s expense.

4.8. Swifiss AG takes out insurance that is customary in the industry for the packaging materials and/or raw materials stored for the customer. In the event of a claim, the customer is only entitled to compensation to the extent that the insurance company pays such compensation on the basis of the insurance policy, less any claims made by Swifiss AG.

4.9. The right of retention on the stored goods exists in favor of Swifiss AG in accordance with Art. 485 para. 3 OR. The stored goods are also held by Swifiss AG as collateral for the respective balance from all business transactions with the customer. After the expiry of a payment deadline set with a threat of sale, Swifiss AG may sell the stored goods freely without any further formalities.

delivery and risk

5.1. All delivery periods and dates are subject to change. The delivery period is met if the customer has been notified of readiness for dispatch before the delivery period expires. Compliance with the delivery period requires the customer to fulfil their contractual obligations. In the event of delays in delivery, the customer must send Swifiss AG a written reminder and set a reasonable grace period before they are entitled to the statutory rights under Art. 107 ff. OR. Clause 6 remains reserved. Any compensation owed as a result of late delivery or non-fulfillment is limited to the invoice value of the products owed.

5.2. If the customer is in arrears with previous payments, Swifiss AG is entitled to withhold delivery of ordered products until the customer has fully fulfilled all outstanding obligations.

5.3 The purchaser shall bear the benefit and risk as soon as he has been notified of the completion of the goods (letter, fax, email, telephone, etc.).

5.4. Swifiss AG will organize the transport at the request of the customer and will select the transport route, type and company according to the customer's instructions, without special instructions and to the best of its knowledge and belief. The customer will bear the transport costs. If necessary, the customer must obtain import licenses at his own expense. The customer is responsible for taking out transport insurance.

delay in acceptance

6.1. If the customer is late in accepting the ordered products, Swifiss AG can, at its discretion, either forego subsequent delivery or store the products and charge a surcharge for additional expenses (storage costs, handling costs, etc.) from the third day after the acceptance date has passed. If Swifiss AG foregoes subsequent delivery, it can either demand compensation for the damage it has suffered as a result of the non-delivery or withdraw from the contract.

Force majeure

7.1. Delays, delays and/or the impossibility of deliveries and services by Swifiss AG due to force majeure shall not be deemed to constitute a breach of contract for the duration of the disruption and a reasonable transition period after the end of the disruption and shall not entitle the customer to withdraw from the contract or to claim damages.

7.2. Force majeure is defined as all unforeseen events of a factual or legal nature which hinder or make impossible the performance of the contract and for which Swifiss AG is not responsible. These include in particular: unforeseen operational, traffic, shipping or delivery disruptions, natural events, fire damage, epidemics, shortages of energy, raw materials and auxiliary materials, lack of workers, strikes, lockouts, official orders and decrees. Swifiss AG will inform the customer as far as possible about the occurrence of cases of force majeure and about the expected duration of the disruption to performance.

7.3. If only a partial delivery is hindered or made impossible by force majeure, Swifiss AG is obliged to deliver and the customer is obliged to accept the partial delivery not affected by the hindrance.

7.4. If unforeseen events significantly change the economic significance or content of the deliveries or services or have a significant impact on the work of Swifiss AG, or if execution is subsequently impossible, the contract will be adjusted accordingly. If this is not economically justifiable, Swifiss AG has the right to terminate the contract or the affected parts of the contract. In the event of termination of the contract, Swifiss AG is entitled to compensation for the deliveries and services already provided. Claims for damages by the customer due to such termination of the contract are excluded.

Complaints, Warranty and Liability

8.1. The products delivered by Swifiss AG are described by their specifications according to the order confirmation.

8.2. Swifiss AG guarantees their condition and quality in accordance with these specifications for a maximum of six months from delivery. In the absence of a description in the specifications, the generally accepted common practice for the product in question applies. Swifiss AG's warranty and liability do not cover damage caused by natural wear and tear, inadequate storage, failure to follow instructions for use, excessive use or other reasons for which Swifiss AG is not responsible. For deliveries and services from subcontractors specified by the customer, Swifiss AG only assumes a warranty within the scope of the warranty provided by the subcontractors in question.

8.3. The customer must inspect the delivered product immediately after receipt and before use, further processing or sale and report any defects in writing (letter, fax or email only) no later than the fifth working day after receipt of the product. The customer must send all information and documentation together with the complaint so that the product and the defect can be identified. Swifiss AG is entitled to inspect the defective product at the customer's premises or to have it inspected by a commissioned third party and to take samples of the defective product. If the customer fails to report the defect in a timely manner, the delivered products are deemed to have been approved. Complaints do not release the customer from the obligation to pay.

8.4. If Swifiss AG produces according to the customer's specifications, it does not accept any warranty or liability for the accuracy of the information provided to it. The customer is solely responsible for ensuring that in this case all industrial property rights and the relevant regulations (guidelines, laws, ordinances, professional guidelines, etc.) of a medical, pharmaceutical, cosmetic or food-related nature are observed.

8.5. If the delivered product is defective and the customer notifies the defect in a timely manner, Swifiss AG has the right, at its discretion:

8.5.1. to take back the defective product against reimbursement of the purchase price already paid;

8.5.2. or to replace the defective product with a defect-free product;

8.5.3. or to remedy the defect;

8.5.4. or to compensate the purchaser for the reduced value of the product.

8.6. The customer is only entitled to a right of cancellation with regard to the defective product if, even after a reasonable grace period, Swifiss AG does not exercise its right to a reduction in price or replacement of the product and the defect cannot be remedied. The customer has no rights or claims for defects of any kind other than those expressly stated in this section. If the defect is remedied by repairing or replacing the defective product, this does not trigger a new warranty period.

8.7. In all cases, Swifiss AG's liability is limited to the invoice value of the defective product. To the extent permitted by law, any liability for direct and indirect damage, in particular for lost profits, loss of production, loss of use, loss of orders from the customer or third parties, and for other consequential damages is excluded.

retention of title

9.1. All products delivered by Swifiss AG remain its property until the customer has fulfilled all payment obligations arising from the contract. Swifiss AG is authorized to register the retention of title in the relevant register at any time.

9.2. The customer may not pledge or assign the delivery item as security until it has been paid for in full. In the event of seizure, confiscation or other disposal by third parties, the customer must notify Swifiss AG immediately.

9.3. If the customer acts in breach of contract, in particular if payment is delayed, Swifiss AG is entitled to take back the goods after issuing a reminder and the customer is obliged to hand them over. The assertion of the retention of title and the seizure of the delivery item by Swifiss AG do not constitute withdrawal from the contract.

intellectual property rights

10.1. The purchase of a product from Swifiss AG does not entail a license to any of its intellectual property rights.

Applicable law and place of jurisdiction

11.1. This contractual relationship is subject to Swiss substantive law, excluding conflict of laws. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply.

11.2. The place of jurisdiction for all disputes arising from this contractual relationship shall be the registered office of Swifiss AG.