General Terms and Conditions of Purchase (GTCP)
of the company
bio-familia AG, Sachseln
1.
Validity of the General Terms and Conditions of Purchase
1.1. These General Terms and Conditions of Purchase (GTCP) apply to all current and future deliveries of raw
materials, packaging material, general purchase items and other services (hereinafter referred to as ‘object of
purchase/services’) carried out by the supplier for bio-familia AG, CH-6072 Sachseln (hereinafter referred to as ‘biofamilia’). These GTCP form an integral part of all contracts/agreements with bio-familia on the provision of raw
materials, packaging material, general purchase items and other services by the supplier (see details in Section 2).
This is subject to any provisions which differ from these GTCP in individual contracts/agreements, insofar as they
have been agreed in writing.
1.2. General Terms and Conditions or other documents of the supplier, which replace these GTCP or result in
amendments or additions hereto, shall not have any legal consequences, even if reference is made to them in any
order confirmation or in business correspondence.
1.3. The current, legally binding GTCP can be viewed on the website www.bio-familia.com.
2.
Quality of raw materials, packaging materials or other services
2.1. The supplier shall guarantee the quality agreed in the contracts/agreements, specifications and reference samples.
In this respect, the following specific contracts/agreements apply (depending on the type of raw material, packaging
material or other service provided): Quality Assurance Agreement (QAA), Business Social Compliance Initiative
(BSCI), quality assurance in relation to transport, quality assurance in relation to storage, declarations of conformity
for packaging material, agreement on the supply of organic raw materials and agreement on the exclusion of
genetically modified raw materials.
2.2. Any changes in production or testing processes, which will have consequences for material composition, must be
reported to bio-familia in writing and unsolicited at an early stage (ideally at least 4 months in advance). The said
changes shall only be deemed to have been accepted by bio-famila if the latter did not raise an objection within 14
days of being informed thereof.
2.3. The supplier shall be responsible for ensuring that the product or service adheres to any applicable legal regulations
and that no legal norms are violated. Moreover, the production process must be in line with the latest technological
developments.
3.
Product warranty
3.1. The supplier shall be liable for any defects of the object of purchase. Any deviation from the required qualities or
from crucial samples, tasters, assurances or guidelines, etc. shall be deemed to be a defect.
3.2. The supplier provides a guarantee that until use by the date specified on the packaging, the object of
purchase/services delivered do not have any defects, insofar as they are used and stored correctly. The same
deadline shall apply to the expiry of the statutory limitation on any legal claims. bio-familia shall not be bound by any
legal deadlines or ones set by the supplier for testing and/or providing notification of defects or by any statutory
limitations. The supplier waives the right to deem the goods accepted in the event that notification of defects is not
provided immediately after detection thereof.
3.3. In case of any defects, bio-familia shall be entitled to request either repudiation, reduction in price, rectification of
defects or replacement of the defective goods.
3.4. In the event that bio-familia decides to opt for repudiation or a replacement, the goods shall be returned at the
expense and risk of the supplier or made available for collection. Perishable goods may be destroyed at the
expense of the supplier.
3.5. The supplier shall be liable to bio-familia, within the framework of the applicable legal regulations, for any damages
suffered by the latter in conjunction with the delivery of defective goods or services, rectification of defects,
repudiation or replacement. The primary objective shall be to try to minimise the financial consequences of the
damages through mutual consultation and by taking appropriate measures
4.
Warranty of title
4.1. The supplier shall guarantee that the object of purchase/services do not infringe any rights of third parties,
particularly relating to contracts, substantive rights and intellectual property rights.
4.2. In the event that bio-familia establishes that all or some of the goods infringe rights of third parties, it may withdraw
from the entire contract and/or return the goods already purchased for a full refund. The supplier shall bear all costs
and be liable for any damages which have been incurred in this respect.
5.
Default
5.1. In the event that the delivery does not take place at the time/within the period specified in the contract/agreement,
order confirmation or request for delivery of goods ordered, the supplier shall be deemed to be in default once the
said deadline expires. Any extensions of the delivery deadline must be approved in writing by bio-familia.
5.2. If the supplier is in default, bio-familia may choose one of the following options:
– to insist on subsequent performance and – in the absence of a force majeure event – request compensation for
damages incurred.
- to waive the right to subsequent performance and claim compensation for damages or
- to withdraw from the contract.
5.3. In the absence of an express notification to the contrary pursuant to para. 5.2, bio-familia shall continue to insist on
the performance contractual services in spite of any default. Any goods which are delivered late and are unsaleable
may be returned to the supplier who shall be charged the agreed purchase price and any damages incurred.
5.4. In the event that the supplier defaults, bio-familia may, except in case of a force majeure event, request payment of
a penalty in addition to the above-mentioned consequences of the default, which shall be calculated as set out
below.
5.5. Based on the agreed purchase price and in accordance with the contract/order, the penalty shall be calculated as
follows for the amount which is in default (days = working days after the agreed delivery deadline):
5.6. up to 5 days: 5%
up to 15 days: 10%
over 15 days: 20%
6.
Passing and retention of title
6.1. Title to the goods delivered shall pass following delivery at the place of performance. Retention of title shall only be
valid if it is entered in the relevant retention of title register (Art. 715 f. of the Swiss Civil Code, ZGB).
7.
Place of performance and place of payment, deadline for asserting claims for payment of purchase price
7.1. The place of acceptance specified in the contract/order shall be the place of performance for deliveries.
7.2. The place of payment for both parties shall always be Sachseln, Switzerland.
7.3. The claim for payment of purchase price shall – subject to any asserted substantive rights or warranty of title claims
– be due 30 days after receipt of the goods and invoice, insofar as no agreement to the contrary has been reached
in the contract or order process.
8.
Passing of risk
8.1. The risk shall only be passed on to bio-familia following contractual delivery of the goods to the place of
performance.
9.
Product liability
9.1. In the event that a claim for product liability is asserted against bio-familia or another contracting party, the supplier
shall guarantee full indemnification.
9.2. The supplier undertakes to take out product liability insurance with a minimum sum insured of CHF 5 million (lump
sum) per personal injury/case of damage to property, and the sum insured shall not limit the personal liability of the
supplier.
10. Liability of ancillary employees
10.1. The supplier shall be liable for any damages caused by his or her contractual partners and ancillary employees,
irrespective of whether or not the fault lies with him or her.
11. Assignment of rights and obligations
11.1. The assignment of rights and obligations by the supplier shall in any case require the prior written consent of biofamilia.
12. Severability clause
12.1. In the event that individual provisions of these GTCP or of the individual contracts/agreements/orders are
unenforceable, the remaining provisions shall still be fully valid. Any unenforceable provisions shall be replaced by
ones which most closely approximate the economic meaning and intended economic purpose of the invalid or
unenforceable provisions.
13. Applicable law and place of jurisdiction
13.1. All legal relationships between the contracting parties shall only be ruled on in accordance with Swiss law, with the
complete exclusion of the United Nations Convention on Contracts for the International Sale of Goods signed in
Vienna on 11.04.1980.
13.2. The sole place of jurisdiction for any disputes arising from these GTCP shall be CH-6060 Sarnen, Canton of
Obwalden, Switzerland.
CH-6072 Sachseln, 6 November 2010