GTCs, 1 November 2022, KENNEL AG ST. GALLEN (CHE-101.058.505)
SCOPE OF APPLICATION
These General Terms and Conditions (hereinafter referred to as ‘GTCs’) govern the contractual relationship between KENNEL AG and its customers. Any agreements deviating herefrom will only apply if these have been explicitly confirmed by KENNEL AG in writing.
QUOTE AND ACCEPTANCE
Quotes made by KENNEL AG are strictly non-binding. The contract is concluded only upon the sending of an order confirmation in writing or via email. No contract is to be concluded by any other means. Where any variation between order confirmations exists, this contract is to be understood as the new quote, which is to be declared as binding content of the contract.
TERMS OF DELIVERY
Unless agreed otherwise, goods will be delivered ex works (EXW) on the account and at the risk of the customer. Shipments will be sent by courier or lorry. Shipping costs of CHF 9.50 per package will be charged for courier deliveries in Switzerland. The costs for deliveries by lorry are calculated based on the calculation bases of the Swiss commercial road transport association (ASTAG).
Express deliveries or deliveries by haulage companies that are not used by KENNEL AG as standard are charged at the standard rates.
Under no circumstances can be KENNEL AG be held responsible for the timely arrival of the delivery or any delays. Costs incurred as a result of a delay in accepting the delivery may be passed on by KENNEL AG. In the event of force majeure, strikes, accidents, business disruption or official measures at KENNEL AG or, where applicable, its suppliers or agents, that render a timely delivery or acceptance impossible, the delivery and/or acceptance term will be extended accordingly.
QUOTATIONS
All prices quoted by KENNEL AG are guide prices. These are based on the price for a quantity of one kilogram (1kg) or the unit price per original package (OP). The sales prices on the order confirmation are binding. These can also be requested from KENNEL AG in advance. Unless agreed otherwise, prices are stated net in Swiss franc ex works excluding taxes, fees, customs or duties, in particular VOC incentive fees, and excluding any deductions – unless expressly stated otherwise in the relevant documents.
Unless agreed otherwise, all incidental costs such as packaging, haulage/freight, insurance, etc. are borne by the customer. The customer is also liable for all taxes, fees, customs or duties associated with the delivery.
PAYMENT
Payments are to be made without deduction within the term stated on the invoice. Any offsetting against outstanding payments from KENNEL AG is excluded. Credit balances may be deducted from the invoice amount. The purchaser will be in default of payment on expiry of the payment term. KENNEL AG reserves the right to charge default interest of 0.5% of the invoice amount per month or part thereof on expiry of the payment term.
KENNEL AG also reserves the right to charge any reminder fees and/or collection fees to the debtor.
Delivered goods remain the property of KENNEL AG until payment is made in full. KENNEL AG is entitled to make any entries in the retention of title register. Furthermore, KENNEL AG is entitled to withdraw from the purchase contract in the event of a default on payment and to request that the goods sold be returned.
ENTITLEMENT TO PURCHASE
Items are delivered in strict accordance with the current statutory guidelines, regulations and demarcation criteria (remedies, food, feed, cosmetics). KENNEL AG may request the necessary licenses for the purchase of items (e.g. operating, manufacture, wholesale, professional, alcohol licenses, etc.) from the ordering party/customer at any time.
CONTRACT MANUFACTURING
The standard legal regulations apply for the manufacture of products for third parties. For the contract manufacturing, a mutually signed contract manufacturing agreement must be in place outlining all responsibilities. In addition, at the very least the formula used (bill of materials) or procedural instructions (where formula/bill of materials is not necessary/practical) must be confirmed by the customer in writing.
The return of goods manufactured correctly under the contract manufacturing agreement is excluded. Additional expenses incurred in addition to the existing contract manufacturing agreement will be passed on. Deviations between the quantity ordered and delivered must be accepted provided that these are within the usual scope. The quantity effectively delivered will be invoiced.
TRANSFER OF BENEFITS AND RISK
Unless agreed otherwise, the benefits and risk are passed to the ordering party as soon as the goods have been shipped. The latest Incoterms apply.
DAMAGE DURING TRANSPORT
Externally visible transport damage must be reported to the haulage company immediately on receipt. The recipient must refuse acceptance of the shipment or accept it under reservation – otherwise the warranty claim will expire. Damage that is not visible externally must be reported within seven (7) days of shipment.
QUALITY
The consistent quality and uniformity of herbal substances and items/products manufactured by KENNEL AG cannot be guaranteed. Deviations within a batch/lot and from one batch/lot to another cannot be ruled out with natural products.
Item and product information, specifications and analysis certificates are issued by KENNEL AG’s quality assurance and quality control departments. The analysis results and/or analysis values indicated come from KENNEL AG’s in-house laboratory, a contract laboratory or are provided by the supplier; no legally binding assurance of specific properties or suitability for a specific usage can be derived from these. KENNEL AG hereby expressly declares that its item and product information, specifications and analysis certificates do not constitute warranties within the meaning of Art. 197(1) Swiss Code of Obligations (CO). KENNEL AG cannot be held liable if the items/products deviate from the properties in these descriptions.
The analysis certificate does not release the customer of KENNEL AG from the obligation to carry out its own checks on the identity and properties of the item/product and its suitability for the intended use. Contamination with insects/pests cannot be ruled out in the case of natural products. Prophylactic CO2 disinfestation is recommended and is something KENNEL AG is happy to carry out on behalf of the customer.
DEFECTS/LIABILITY
Insofar as it is permitted by law and unless stipulated otherwise below all defect-related rights are excluded. Warranty claims from damages incurred as a result of a delay in delivery are specifically excluded. Any liability for consequential or other damages arising directly or indirectly from the use, ingestion or processing of items/products purchases is expressly excluded insofar as this is permitted by law.
Without CO2 disinfestation, KENNEL AG cannot accept any liability for items/products delivered or for consequential damages attributable to contamination with insects/pests. The ordering party must check deliveries immediately on receipt, but within seven (7) days at the latest, and before use of the same, and report any defects in writing. If it neglects to do so, the delivery is deemed approved. The return of accidentally ordered or custom-filled goods is excluded.
If, in spite of the exclusions above, KENNEL AG acknowledges a defect, it is free to choose whether to deliver a replacement or to issue a credit for the defective goods.
FORCE MAJEURE
KENNEL AG cannot be held liable for the non-fulfilment of contractual duties if the reason for this is outside of its control, i.e. due to force majeure, in particular but not limited to: natural events such as fire, floods, earthquakes, epidemics and pandemics; raw material shortages; official restrictions in connection with the protection of the population against threats (e.g. pandemics, terrorism, etc.); other official decrees (e.g. revocation of operating license); war; strikes; (international) economic sanctions; outages of public infrastructure (e.g. energy supply, public transport, etc.), etc.
PLACE OF JURISDICTION, PLACE OF PERFORMANCE AND APPLICABLE LAW
Subject to any mandatory legal provisions, the registered office of KENNEL AG is the place of jurisdiction for any claims and the place of performance (for overseas contracting partners). This contract is governed exclusively by Swiss law to the exclusion of the conflict of law (e.g. the Swiss PILA) and international provisions (e.g. the Vienna Convention).
