Legal Information
Swifiss AG General Terms and Conditions of Business and Delivery
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Article 1
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. Any general terms and conditions of purchase or other general terms and conditions of the purchaser that deviate from, conflict with, or supplement these General Terms and Conditions shall not be binding on Swifiss AG, even if Swifiss AG does not expressly object to them.
Article 2
Offers and Conclusion of Contracts
2.1. Offers made by Swifiss AG, as well as brochures, catalogs, etc., are non-binding unless otherwise specified. The order becomes binding only once the customer has received an order confirmation (in writing, by fax, or by email). The customer must review Swifiss AG’s order confirmation immediately upon receipt and notify Swifiss AG in writing of any discrepancies from their order within five business days at the latest; otherwise, the information in the order confirmation shall be decisive for determining the services owed.
2.2. Unless otherwise agreed, the goods and services shall comply with the regulations and standards in effect at Swifiss AG’s place of business. The customer must notify Swifiss AG, no later than at the time of placing the order, of any special regulations or standards at its place of business or at the destination of the goods that may affect the products, packaging, or delivery.
Article 3
Prices and Payment Terms
3.1. The prices quoted by Swifiss AG are stated in Swiss francs (CHF) or euros (EUR) as specified in the quotation and are payable by the purchaser in the corresponding currency. In addition, value-added tax (VAT) at the applicable statutory rate is payable. All prices are ex works. All incidental costs, such as those for freight, insurance, export, transit, import, and other permits, as well as certifications, shall be borne by the purchaser. Likewise, the purchaser must bear all types of taxes, duties, fees, customs duties, and similar charges levied in connection with the contract, or reimburse Swifiss AG for these upon presentation of appropriate proof if Swifiss AG has become liable for payment thereof.
3.2. All prices are based on the cost factors prevailing at the time the contract is concluded (exchange rates, purchase prices, transportation costs, taxes, customs duties, etc.). Significant and unforeseeable changes in individual cost factors exceeding 5%, for which Swifiss AG is not responsible, entitle Swifiss AG to adjust the price accordingly. The customer must be notified of such a price adjustment immediately upon determination of the changed calculation basis, at the latest upon delivery of the products.
3.3. Invoices issued by Swifiss AG are due for payment strictly net within 30 days of the invoice date (due date) or as specified in the contractual agreement. The payment obligation is fulfilled when the invoice amount is credited to Swifiss AG’s bank or postal checking account within the payment period. After this date, the customer is in default without a reminder, and default interest of 5% is due.
3.4. The payment terms must be met even if the shipment or acceptance of the delivery by the purchaser is delayed or becomes impossible for reasons beyond Swifiss AG’s control.
Article 4
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, caps, labels, package inserts, folding cartons) from suppliers of its own choosing.
4.2. If it is not possible to procure primary or secondary packaging materials and/or raw materials in the quantities requested by the Purchaser (for example, due to minimum order quantities imposed by suppliers), the Purchaser may either increase the order volume as necessary or pre-finance the purchase.
4.3. By pre-financing the purchase of primary and secondary packaging materials and/or raw materials, the purchaser acquires full ownership thereof.
4.4. Swifiss AG accepts the packaging materials and/or raw materials and stores them on behalf of the Customer. To the extent reasonable, a random visual inspection is conducted upon receipt of the packaging materials and/or raw materials. The Customer is notified of any defects. Hidden defects are reported to the Customer upon their discovery.
4.5. The storage period for primary and/or secondary packaging materials is a maximum of 24 months, and that for raw materials is a maximum of 12 months. The storage costs for this period (24 or 12 months, respectively) are included in the quoted price 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 end of the maximum storage period, the Customer is obligated to collect them from Swifiss AG, unless it can be guaranteed that they will be needed for the Customer’s production within three months.
4.7. If the primary and secondary packaging materials and/or raw materials are not picked up by the end of the maximum storage period, Swifiss AG is entitled to dispose of the relevant items at the customer’s expense.
4.8. Swifiss AG shall take out insurance in accordance with industry standards for the packaging materials and/or raw materials stored on behalf of the Customer. In the event of damage, the Customer shall be entitled to compensation only to the extent that the insurance company provides such compensation under the insurance policy, less any claims by Swifiss AG.
4.9. Swifiss AG retains a right of retention over the stored goods pursuant to Art. 485(3) of the Swiss Code of Obligations. The stored goods also serve as collateral for Swifiss AG to secure the outstanding balance arising from all business transactions with the customer. Upon the expiration of a payment deadline set under threat of sale without payment having been made, Swifiss AG may sell the stored goods on the open market without further formalities.
Article 5
Delivery and Transfer of Risk
5.1. All delivery periods and dates are subject to change. The delivery period is deemed to have been met if the notice of readiness for shipment has been sent to the purchaser by the time it expires. Compliance with the delivery period is contingent upon the purchaser’s fulfillment of its contractual obligations. In the event of delivery delays, the customer must issue a written reminder to Swifiss AG and set a reasonable grace period before being entitled to the statutory rights under Art. 107 et seq. of the Swiss Code of Obligations (OR). Section 6 remains reserved. Any damages owed as a result of a delay in delivery or non-performance are limited in amount 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 the ordered products until the customer has fully fulfilled its outstanding obligations.
5.3. The buyer assumes all risks and benefits as soon as he has been notified (by letter, fax, email, telephone, etc.) that the goods are ready for shipment.
5.4. At the Customer’s request, Swifiss AG shall arrange for transportation and select the route, mode, and carrier in accordance with the Customer’s instructions; in the absence of specific instructions, Swifiss AG shall do so to the best of its knowledge and belief. The Customer shall bear the transportation costs. To the extent necessary, the Customer shall obtain import licenses at its own expense. The Customer is responsible for obtaining transportation insurance.
Article 6
Default of acceptance
6.1. If the customer is in default of accepting the ordered products, Swifiss AG may, at its discretion, either waive the subsequent delivery or store the products at its premises and charge a surcharge for additional expenses (storage costs, handling costs, etc.) starting on the third day after the scheduled acceptance date. If Swifiss AG waives the subsequent delivery, it may either demand compensation for the damages incurred as a result of the non-delivery or withdraw from the contract.
Article 7
Force majeure
7.1. Delays, postponements, and/or the inability of Swifiss AG to make deliveries or provide services due to force majeure shall not be considered a breach of contract for the duration of the disruption and for a reasonable transition period following the resolution of the disruption, and shall not entitle the customer to withdraw from the contract or to claim damages.
7.2. Force majeure includes all unforeseen events of a factual or legal nature that hinder or render 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 disasters; fire damage; epidemics; shortages of energy, raw materials, and auxiliary materials; labor shortages; strikes; lockouts; and official orders and decrees. Swifiss AG shall, to the extent possible, inform the customer of the occurrence of force majeure and of the expected duration of the disruption in performance.
7.3. If a partial delivery is delayed or prevented by force majeure, Swifiss AG is obligated to deliver, and the customer is obligated to accept, the portion of the delivery not affected by the delay or prevention.
7.4. If unforeseen events significantly alter the economic significance or the nature of the deliveries or services, or have a significant impact on Swifiss AG’s work, or in the event of subsequent impossibility of performance, the contract shall be appropriately amended. To the extent that this is not economically feasible, Swifiss AG shall be entitled to terminate the contract or the affected parts thereof. In the event of termination of the contract, Swifiss AG is entitled to payment for the goods and services already provided. Claims for damages by the customer arising from such termination of the contract are excluded.
Article 8
Complaints, Warranty, and Liability
8.1. The products supplied by Swifiss AG are described in the order confirmation.
8.2. Swifiss AG warrants the condition and quality of its products in accordance with these specifications for a maximum of six months from the date of delivery. In the absence of a description in the specifications, the generally accepted commercial standards for the product in question shall apply. Excluded from Swifiss AG’s warranty and liability are damages resulting from natural wear and tear, improper storage, failure to follow instructions for use, excessive strain, or other causes for which Swifiss AG is not responsible. For deliveries and services provided by subcontractors specified by the customer, Swifiss AG assumes liability only to the extent of the warranty provided by the relevant subcontractor.
8.3. The Customer must inspect the delivered product immediately upon receipt and before use, further processing, or sale, and must report any defects in writing (by letter, fax, or email only) no later than the fifth business day following receipt of the product. Along with the notice of defects, the purchaser must provide all information and documentation necessary to identify the product and the defect. Swifiss AG is entitled to inspect the product in question at the purchaser’s premises or to have it inspected by a third party and to take samples of the product in question. If the customer fails to submit a timely notice of defect, the delivered products shall be deemed accepted. Complaints do not release the customer from the obligation to pay.
8.4. To the extent that Swifiss AG manufactures products in accordance with the customer’s specifications, it assumes no 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 as well as the relevant regulations (guidelines, laws, ordinances, professional codes of conduct, etc.) of a medical, pharmaceutical, cosmetic, or food technology nature, etc., are complied with.
8.5. If the delivered product is defective and the purchaser has filed a timely notice of defect, Swifiss AG shall have the right, at its discretion, to:
8.5.1. accept the return of the defective product and refund the purchase price already paid;
8.5.2. or to replace the defective product with a non-defective product;
8.5.3. or remedy the defect;
8.5.4. or to compensate the customer for the loss in value of the product.
8.6. The Customer is only entitled to rescind the contract with respect to the defective product if, even after a reasonable grace period, Swifiss AG does not exercise its right to a price reduction or replacement of the product and it is not possible to remedy the defect. The customer has no rights or claims regarding defects of any kind other than those expressly stated in this section. If the defect is remedied by repair or replacement of 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 damages—including, but not limited to, lost profits, loss of production, loss of use, loss of orders from the customer or third parties, and any other consequential damages—is hereby excluded.
Article 9
Retention of Title
9.1. All products delivered by Swifiss AG remain the property of Swifiss AG until the customer has fulfilled all payment obligations under the contract. Swifiss AG is authorized at any time to register the retention of title in the appropriate registry.
9.2. The Customer may not pledge the delivered goods as collateral or assign them as security until they have been paid for in full. In the event of attachment, seizure, or other actions by third parties, the Customer must notify Swifiss AG immediately.
9.3. In the event of conduct by the customer that violates the terms of the contract, particularly in the event of late payment, Swifiss AG shall be entitled to reclaim the goods following a written notice, and the customer shall be obligated to surrender them. The assertion of the retention of title and the seizure of the delivered goods by Swifiss AG shall not be deemed a withdrawal from the contract.
Article 10
Intellectual Property Rights
10.1. The purchase of a Swifiss AG product does not confer any license to any of its intellectual property rights.
Article 11
Governing Law and Jurisdiction
11.1. This contractual relationship is governed by Swiss substantive law, excluding conflict-of-laws rules. 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.
A Swiss manufacturer of premium cosmetics. Based in Urnäsch, Appenzell. Operating from the same location since 1963.
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Contact
Swifiss, Inc.
31 Unterdorf Street
CH-9107 Urnäsch, Appenzell Ausserrhoden
Switzerland
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