1. Applicability
The following general terms and conditions between FRUTINHA Suisse AG (hereafter referred to as supplier) and the customer apply to ordering and delivery of products from the supplier’s selection. The business transactions include all contracts, deliveries and other services exchanged between the supplier and the customer.
2. Quote and Orders
The supplier will only accept orders in accordance with these general terms and conditions. By ordering or concluding a sale, or at the latest, upon the acceptance of goods the customer agrees to these general terms and conditions. In the event of the latter, retrospectively by ordering the product. The customer’s terms, especially general terms and conditions that are opposite these terms and conditions only apply if the supplier has agreed to these terms in writing.
3. Acceptance of Customer Orders
The customer agrees to accept the ordered goods upon delivery. In the event of non-compliance the supplier is authorised to leave the ordered goods, claiming restitution for damages resulting from breach of contract and/or shall terminate the contract without granting a grace period or obtaining a legal judgement.
4. Prices and Payment Terms
4.1 Unless otherwise agreed upon, all prices are quoted in Swiss Franks (CHF).
4.2 Shipments for which fixed prices have not been explicitly agreed upon will be charged based on the supplier’s current list price plus VAT on the day of delivery.
4.3 High-volume product shipments may be subject to pre-payment of the sales-price.
4.4 The invoice-amounts are net, without deductions of any type and are payable 30 days after the goods have been received. Upon expiration of payment terms default occurs without a prior reminder. The default interest rate is 5%.
4.5 If the customer is in arrears of accepting the goods or payment, the supplier may deny additional orders including orders resulting from other, independent contracts. The supplier is entitled to claim damages until the customer has satisfied all obligations resulting from contracts with the supplier.
5. Shipment and Transport
Frozen products must be stored at a temperature of -18° C or less. Once thawed out, the products may not be frozen again. The supplier is not liable for damages resulting from non-compliance with these storage requirements.
6. Supplier’s Delivery Times and Contract Fulfilment
6.1 Delivery times are non-committal and are considered a guideline only, unless otherwise agreed upon in writing. The supplier shall attempt to deliver the shipment as quickly as possible.
6.2 If the supplier is in arrears with delivering a shipment that has been confirmed in writing, the customer must grant the supplier a reasonable extension of the delivery time frame. The supplier reserves the right to withdraw from the contract, if shipping the ordered products within the extension period would become extraordinarily difficult or impossible. In this case, the supplier is not obligated to deliver at a later date or after the obstacle has been eliminated.
6.3 If certain events or circumstances beyond either parties’ control should occur, delivery shall be deferred for the duration of hindering event.
7. Transfer of Risk
Servitude and risk are assumed by the customer effective the shipment-date and departure from the warehouse. Transport is at the customer’s risk.
8. Guarantee
8.1 All customer guarantee-claims are explicitly limited to improvement of the inferior goods or replacement delivery, whereas the supplier is entitled to choose the method of improvement or replacement delivery. All exceeding claims, in particular restitution for the goods or direct and indirect damages resulting thereof, are invalid.
8.2 The customer agrees to inspect the received goods for apparent damages such as wrong merchandise, quantity or damaged goods immediately after delivery and notify the supplier immediately, but no later than days after receipt of the goods.
9. Liability Limitations
9.1 The supplier is only liable for any damages resulting from malicious intent or gross negligence by the supplier or his/her employees and if the aforementioned can be attributed to a breach of contract.
9.2 Contractual or extra-contractual liability for minor neglect is excluded. This applies to support staff as well.
9.3 The supplier is only liable on his/her own behalf or his/her support staff if intentional or grossly negligent damages to persons have been incurred. Restitution for financial loss, direct damages or consequential damages is excluded unless legally mandated.
9.4 The supplier’s financial liability limitation is limited to the sales price.
9.5 If cogent law is applicable, the liability limitations are invalid.
10. Disclaimer due to Damages incurred by Vis Major
The supplier is not liable for damages incurred by vis major. The supplier is not responsible for delivery- and service delays resulting from a higher power. The supplier is not responsible for vis major-related damages (i.e. war, strike, fire, and natural disasters, operation malfunctions related to the supplier or one of the supplier’s sub-contractors ) and official actions, all other occurrences that would compromise contractual obligations, shall entitle the supplier to withdraw from the contract or defer the delivery until the hindering event has been eliminated.
11. Partial Delivery
The supplier is entitled to make partial deliveries and/or provide partial services.
12. Exclusion of Set Off Claims
The customer’s entitlement to set off claims is explicitly excluded.
13. Place of Fulfilment
Unless otherwise agreed upon, the suppliers location is the place of fulfilment.
14. Changes and Amendments
Changes and amendments of these general terms and conditions require the written form.
15. Legal Venue and Applicable Law
15.1 Legal venue for all disputes resulting from this contract are the courts at the supplier’s location. The supplier may file suit at the customer’s – or any other legal venue at his/her discretion.
15.2 The Swiss law applies to this contract under exclusion of the Vienna Convention for International Purchase of Goods.
