Novatra GmbH
General Terms and Conditions (GTC) of Novatra GmbH, Horw
1 Scope and Effectiveness of the General Terms and Conditions
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions, i.e. future - contracts, offers, deliveries and other services between Novatra GmbH ("Supplier") and its business partners (hereinafter "Customer"). By entering into a contract, the Customer accepts these Terms and Conditions.
1.2 Conflicting, supplementary or deviating terms and conditions require the express written confirmation of the Supplier in order to be valid. The consent of the Supplier shall always apply only to the individual case.
1.3 Novatra GmbH expressly reserves the right to amend these GTC at any time and to bring them into force without notice. The version of the GTC in force at the time of the conclusion of the contract shall be authoritative in each case and may not be unilaterally amended for the conclusion of the contract. Any terms and conditions of the customer that conflict with or deviate from these GTC shall not be recognised. 2.
2 Conclusion of contract, terms of payment
2.1 The offers of the supplier represent non-binding invitations to the customer with regard to prices, quantity, delivery period and delivery possibility (invitatio ad offerendum). A contract shall only be concluded upon written confirmation by the Supplier.
2.2 Prices are quoted in Swiss francs. The prices quoted by the Supplier on the date of conclusion of the contract shall apply.
2.3 Unless otherwise agreed in writing, the customer shall pay the purchase price immediately upon receipt of the invoice, net cash, without any deductions. Payments shall be deemed to have been received when the amount is available in full in an account of the Supplier.
2.4 In the event of late payment by the Customer, the Supplier shall be entitled, without prejudice to any further legal claims, to charge a reminder fee of a maximum of CHF 20.00 per reminder and to charge interest on arrears at a rate of 5% from the date of late performance at any time. If the Supplier has several claims against the Customer at the same time, only the Supplier shall be entitled to determine the crediting of payments against the individual claims. If the customer is in default with the settlement of a claim, the supplier is entitled to refuse all further deliveries without special notice until the customer has paid in advance. Offsetting by the customer with counterclaims that are not recognised or have not been legally established is excluded.
3 Transfer of risk, dispatch
3.1 The Incoterms as amended from time to time shall apply. The place of performance for the supplier's delivery obligation is the respective distribution warehouse.
3.2 Unless otherwise agreed in writing, the Supplier shall ship the goods for the account and at the risk of the Customer (Ex Works Incoterms 2020). Any increases occurring after the conclusion of the contract, e.g. in freight rates, additional costs for storage, etc., shall be borne by the customer. Unless expressly agreed in writing, the Supplier reserves the right to choose the shipping route and the shipping method.
3.3 The risk of accidental destruction, loss or deterioration of the goods shall pass to the customer - even in the case of carriage paid delivery - when the goods are handed over to the transport company commissioned, but at the latest when the goods leave the distribution warehouse or are made available for collection by the customer or a person commissioned by the customer.
4 Delivery, delivery time and delay in delivery
4.1 The stated delivery periods and delivery dates are always approximate unless expressly agreed otherwise.
4.2 In cases of incorrect, untimely and or completely omitted delivery by the producer to the supplier, the supplier is entitled to deliver or subsequently deliver to the client the same product of the same quality but from a different producer. The contract shall not be dissolved by this circumstance and the Client may only withdraw from the contract by mutual agreement with the Supplier.
4.3 The Supplier shall not be liable in the event of any other delay in delivery which is not the fault of the Supplier but which is due to the fault of the Supplier's producers (e.g. destroyed plantations due to bad weather).
4.4 Cases of force majeure (government measures, epidemics, pandemics, uprisings, strikes, lockouts, fire, machine breakdowns, bottlenecks in the supply of materials or energy, transport obstructions, etc.) as well as other reasons beyond the control of the Supplier which delay the delivery of the goods (are deemed to be "force majeure") shall entitle the Supplier to postpone the delivery date accordingly. The Supplier is obliged to inform the Customer immediately of such circumstances if the Supplier becomes aware of them. If the delay subsequently renders delivery impossible, in particular in the case of trade embargoes, or if delayed performance is unreasonable for one of the two parties due to the aforementioned events, this party shall be entitled to withdraw from the contract (taking into account clause 4.5). In the event of withdrawal for this reason, neither party shall be entitled to claim compensation for the loss incurred as a result of the withdrawal.
4.5 If the Supplier is in default with a delivery and does not inform the Customer of the reasons for the delay in delivery, the Customer shall be entitled to withdraw from the contract after unsuccessfully setting the Supplier a reasonable grace period of at least 14 days in writing.
4.6 If the delivery of perishable goods is the subject of the delivery contract, the following shall apply: The customer shall ensure the acceptance of perishable goods on the agreed delivery date by taking suitable precautions, for example by accepting the goods himself or by instructing a person to accept them at the specified delivery address.
4.7 If the Customer does not accept the goods or does not call off the goods within agreed or reasonable time limits, the Supplier shall be entitled, after expiry of a reasonable time limit set by the Supplier, at the Supplier's discretion, to charge the Customer for the goods and to send them to the Customer without being asked to do so or to store them for the Customer's account.
5. scope of services
5.1 The organic quality complies with international standards. The Swiss Organic Farming Ordinance SR 910.18 is authoritative.
5.2 The customer is entitled to receive, on request, all quality certificates which are mentioned or referred to in the contract. If the customer requests further documents or certificates concerning the quality and/or content of the products, the supplier is not obliged to provide them. If the supplier agrees to provide such further documents or certificates, this shall give rise to a remunerated contractual relationship in accordance with the hourly rates customary in the industry at that time.
6 Duty to inspect / rights in respect of defects
6.1 The customer shall examine the delivered goods without delay - if necessary by carrying out an analysis and/or sample processing - to determine whether they are in perfect condition and suitable for the intended purpose. Defects which can be detected during the examination of the goods must be reported immediately after receipt of the results of the proper examination. Concealed defects shall be notified without delay as soon as the customer can detect them by exercising sufficient care. The goods shall be deemed to have been approved if the notice of defect has not been received by the supplier no later than the third working day after receipt of the goods or, if the defect could not be detected during the immediate diligence of the examination, no later than the third working day after discovery of the defect (working days in this sense are Monday to Friday with the exception of public holidays at the place of delivery).
6.2 The further processing or resale of goods in which defects have been discovered or could have been discovered if the utmost care had been exercised shall be at the sole risk of the customer. The Supplier shall not be liable for any damage incurred by the Customer as a result of continued processing or resale.
6.3 If the customer has inspected the goods in good time and given notice of the defects, the supplier is entitled, at the supplier's discretion, to repair the goods delivered or to supply a replacement. If the Supplier's repair or replacement delivery ultimately fails, the Customer may, at its option, demand a reduction in price or remuneration or rescission of the contract.
7 Liability
7.1 Claims for damages of any kind against the Supplier, its legal representatives and auxiliary persons within the scope of the warranty and outside the scope of the warranty, in particular also in the case of damage that does not occur to the delivery item itself - e.g. due to breach of secondary contractual obligations, incorrect advice, culpa in contrahendo, tort - are excluded, unless the following rules provide otherwise.
7.2 Liability shall only apply in the event of intent or gross negligence and in the event of breach of material contractual obligations by the Supplier. Material contractual obligations are those the fulfilment of which is essential to the proper performance of the contract and on the observance of which the Purchaser may regularly rely.
7.3 In the absence of intent, the liability of the Supplier shall be limited to the reasonably foreseeable damage typical for the contract. The above limitations of liability shall not apply in the event of injury to life, limb or health, in the event of defects which the Supplier has fraudulently concealed, or in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for damage to privately used items and for personal injury.
8 Jurisdiction, Applicable Law, Language
8.1 The exclusive place of jurisdiction is at the registered office of the supplier, insofar as the law does not provide for mandatory places of jurisdiction.
8.2 In the event of disputes, Swiss substantive law shall apply exclusively, to the exclusion of conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods (CISG, Vienna Sales Convention) is explicitly excluded.
8.3 In the event of any ambiguities, the German version of the GTCs shall take precedence over other languages, e.g. the English version.
9 Severability clause
If parts of these terms and conditions are declared inadmissible or invalid by a court or regulatory authority, the validity of the remaining provisions shall remain unaffected.
Horw, February 2023