General Terms and Conditions version 1.02
General Terms and Conditions version 1.02 (PDF)
1. Applicability
1.1 These general terms and conditions (GTC) apply to all offers, contracts and deliveries of goods and services (e.g. contract processing) provided by and concluded with PRONATEC. The customer’s business or contractual party is exclusively PRONATEC AG. Other companies of the PRONATEC Group shall act as business or contractual parties only if this is expressly agreed in writing. In such cases, these GTC also apply to these business or contractual relationships.
1.2 PRONATEC shall not be bound by any deviating business and/or purchasing conditions of the customer unless PRONATEC has expressly agreed to them in writing.
2. Offers and contracts
2.1 Offers are non-binding and subject to change. Orders are accepted subject to confirmation
2.2 A contract is concluded on written confirmation of the order only.
2.3 Changes and additions to the contract shall be effective only if PRONATEC has confirmed them in writing.
3. Deliveries, delivery periods and delivery weights
3.1 Agreed delivery periods and delivery weights are to be understood as approximate, unless PRONATEC expressly confirms that they are firmly agreed.
3.2 Firmly agreed delivery periods can be exceeded by up to two weeks and delivery weights can deviate up or down by up to 10%. Delays in delivery for which PRONATEC is not responsible do not entitle the customer to withdraw from the contract.
3.3 Should a shortage arise which could not be foreseen by PRONATEC of the raw material to be delivered, or should a delivery or partial delivery become impossible for a foreseeable period of time for a reason for which PRONATEC is not responsible, PRONATEC shall inform the customer immediately and make every effort to find a suitable alternative solution. In such cases, however, PRONATEC reserves the right to cancel or withdraw from the contract (or the remaining obligation thereunder) without incurring any claim for damages.
4. Call-offs
4.1 Unless otherwise agreed, call-offs must be made at approximately regular intervals over the term of the contract and the entire contractual quantity must be delivered/collected by the end of the contract.
4.2 If the customer does not call off the goods ordered from PRONATEC within the agreed period, PRONATEC can set a period of grace for the goods to be called off, or agree a contract extension. In the case of contract extensions, the additional costs for storage and financing are charged to the customer.
4.3 If the period of grace expires without result, PRONATEC can withdraw from the contract and is entitled to demand compensation in the amount of 25% of the value of the goods, insofar as the customer is responsible for the delay in calling them off. Goods that have already been called off and paid for remain unaffected by the withdrawal from the contract. Payment of the compensation does not release the customer from the obligation to compensate for any further damage.
5. Incoming goods inspection and notices of defects, warranty
5.1 In the case of natural products, biologically based variations in form, colour, flavour or structure shall not constitute a defect, insofar as the parameters declared on the PRONATEC specification or contractually agreed parameters are not missed or the quality does not deviate beyond the usual extent.
5.2 The quantities and weights stated by PRONATEC on the delivery note are decisive for the invoicing.
5.3 Notification of visible defects or defects that can be identified by professional inspection (quantity, weight, or condition) is to be given in writing within two days of delivery. This applies also to obvious transport damage, which must be reported both on the CMR note and in writing to PRONATEC.
5.4 If a defect comes to light only later despite a proper incoming goods inspection, a written complaint must be lodged about it no later than three days after detection (transport damage within a maximum of eight days of delivery as per the CMR note).
5.5 In any case, notices of defects shall be given no later than two years after delivery and no later than the expiry of the declared shelf life.
5.6 If the deadlines pursuant to this clause are not met, any defects shall be deemed to have been approved. In this case, all rights of the customer in respect of defects, including any claim for damages, shall be forfeited or excluded.
5.7 In the case of timely and substantiated complaints, PRONATEC will, at its own discretion, either arrange a replacement delivery or rectification of the defect or grant an appropriate deduction from the purchase price. PRONATEC is also entitled (but not obliged) to assign the warranty rights to which it is entitled from a third party to the customer with discharging effect. Any further warranty is excluded.
6. Liability, benefit and risk
6.1 PRONATEC accepts liability only for direct damage caused intentionally or by gross negligence in connection with the performance of its contract.
6.2 Any further liability or obligation (contractual, non-contractual or otherwise), in particular for subsequent damage, such as interruptions in production, is hereby expressly excluded. The mandatory provisions of the Product Liability Act remain reserved.
6.3 Benefit and risk shall pass to the customer at the latest upon delivery/handover to the customer. If the dispatch or the handover is delayed for reasons for which PRONATEC is not responsible, the risk is transferred at the original time scheduled for the delivery/handover.
6.4 The customer is legally responsible for all product labelling that is added at the request of the customer. PRONATEC accepts no liability for non-compliant labelling, including the use of logos on packaging. The customer is solely responsible for complying with the legal requirements and regulations governing private labels. The customer is obliged to ensure that their own batch numbers can be uniquely matched to PRONATEC batch numbers. PRONATEC accepts no liability for any costs incurred as a consequence of non-compliant labelling or logos.
7. Force Majeure
7.1 The contracting parties are not liable for events of force majeure that make it considerably more difficult for the contracting parties to fulfil the contract or make the proper performance of the contract temporarily impossible.
7.2 Force majeure shall be deemed to be all circumstances independent of the will and control of the contracting parties, such as, in particular, natural disasters, epidemics, pandemics, government measures, decisions by authorities, blockades, war and other military conflicts, mobilisation, civil unrest, terrorist attacks, strikes, seizures, embargoes or other circumstances which are unforeseeable, serious and beyond the control of the contracting parties and which occur after a contract has been concluded. Consequential effects of force majeure and delays indirectly caused by force majeure, such as, in particular, delays at subcontractors or suppliers, delivery bottlenecks or shortages of raw materials, shall also be deemed to be force majeure.
7.3 The contracting party affected by force majeure shall immediately communicate all details to the other contracting party and shall make every effort to overcome the difficulties created thereby. Any fixed delivery periods of PRONATEC shall be extended by the duration of the force majeure. Any further delays caused directly or indirectly by force majeure (e.g. time for resumption of work and for the processing of backlogged orders) shall result in an additional reasonable extension of delivery and similar deadlines.
8. Prices
8.1 Prices are net without value added tax.
8.2 If, after conclusion of the contract, the prices or the expenses in connection with the delivery increase for reasons for which PRONATEC is not responsible, PRONATEC is entitled to issue an additional invoice for the extra costs incurred. In addition to raw material prices, these costs include in particular export and import duties such as customs duties and taxes, as well as freight costs, fuel surcharges, pallet prices, shipping charges and the like
8.3 Price adjustments by PRONATEC do not entitle the customer to withdraw from the contract.
9. Terms of payment and retention of title
9.1 Unless otherwise agreed in writing, payments are to be settled no later than 30 days after the invoice date
9.2 From the 30th day after the invoice date (expiry date), the customer shall be in default without a written reminder. In case of default, PRONATEC is entitled to claim reminder charges and a default interest of 9% from the date of default, or to withdraw from the contract without further ado.
9.3 The goods delivered by PRONATEC remain the property of PRONATEC until the purchase price has been paid in full.
10. Confidentiality, intellectual property, severability clause
10.1 Both contracting parties mutually undertake to maintain the confidentiality of all information and documents of which they become aware in the course of the business relationship. This applies regardless of whether the information and documents have been expressly designated as secret or confidential.
10.2 All specifications, analyses and similar documentation remain the intellectual property of PRONATEC and may not be reproduced or used in any other way without express written consent.
10.3 Should any individual provisions of these GTC be or become invalid, the remaining provisions of the GTC remain unaffected.
11. Applicable law and place of jurisdiction
11.1 All legal relationships between PRONATEC and the customer, including these GTC, are subject to Swiss substantive law to the exclusion of the Vienna Convention (CISG).
11.2 The place of jurisdiction is the competent court local to the registered office of PRONATEC AG.