General Terms and Conditions of abcr swiss AG

Section 1 Scope of application, form

(1) These General Terms and Conditions (“GTC”) apply to all business relationships with customers (“Buyers”) of abcr swiss AG (“abcr”). The abcr offer is not aimed at consumers, but rather at companies, legal persons governed by public law and institutions incorporated under public law. Unless otherwise agreed, abcr offers its products to them only for further processing and research purposes. Unless otherwise agreed, abcr products may not be used in an unprocessed form as additives for foodstuffs or feedstuffs, human or veterinary medicinal products or cosmetics, nor for in vivo diagnostic purposes. abcr will not conclude contracts with consumers for supplies and services offered by abcr.

(2) These GTC shall apply in particular to contracts for the sale and/or delivery of movable objects (“goods”), irrespective of whether abcr manufactures the goods itself or purchases them from suppliers. Unless otherwise agreed, the GTC in the version valid at the time of the Buyer’s order, or at any rate the version last communicated in text form, shall also apply as a framework agreement for similar future contracts, without abcr being required to refer to them again in each individual case.

(3) The abcr GTC shall apply exclusively. Any differing, conflicting or additional general terms and conditions of the Buyer shall become part of the contract insofar as abcr has expressly agreed to their validity.

(4) Any individual agreements with the Buyer (including supplementary agreements, additions and amendments) shall in any case take precedence over these GTC. All agreements shall be in writing in order to be valid.

(5) Legally relevant declarations and notifications by the Buyer in respect of the contract (e. g. setting deadlines, notification of defects, termination or reduction) must be in written or text form (e. g. letter, email, telefax). Formal statutory requirements and supporting documents, in particular in cases of doubt as to the declarant’s identity, shall remain unaffected.

(6) Should one or more provisions of these GTC be ineffective or invalid, or should there be an omission in these GTC, the effectiveness or validity of the other provisions shall not be affected. An ineffective or invalid provision will be replaced by an interpretation of the contract that comes as close as possible to the commercial meaning and the commercial purpose intended by the ineffective or invalid provision. The same shall apply in the case of an omission.

Section 2 Conclusion of contract

(1) Offers made by abcr are subject to change and non-binding. This also applies if the Buyer is provided with catalogues, technical documentation (e. g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents (also in electronic form) to which abcr reserves ownership rights and copyrights.

(2) The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless stated otherwise in the order, abcr is entitled to accept this contractual offer within 14 business days of receipt.

(3) Acceptance may be confirmed either in writing (e. g. by order confirmation) or by delivery of the goods to the Buyer.

(4) Unless agreed otherwise by the Buyer and abcr in individual cases, the Buyer is responsible for complying with statutory and administrative provisions, in particular relating to the import, transport, storage and use of the goods.

Section 3 Product Information/product condition, guarantees

(1) Unless otherwise agreed, the contractually agreed condition of the goods is exclusively derived from the abcr product specifications. A deviating contractual condition or designated use that is stipulated in the contract also does not arise from one of the “identified uses” that are relevant for the goods concerned under the REACH European chemicals regulation.

(2) Information regarding the condition and durability of the goods, as well as all other information, shall represent guarantees only if expressly agreed upon and referred to as such.

(3) The product information and consulting services from abcr are provided to the best of its knowledge. All the information and services shall not exempt the Buyer from its obligation to examine and test the goods itself and to check whether they are suitable for the respective purpose.

Section 4 Delivery deadline and delays

(1) The delivery deadline will be agreed on a case-by-case basis or stipulated by abcr when it accepts the order. If this is not the case, the delivery deadline is approximately two weeks from the date the contract is concluded.

(2) If abcr is unable to meet binding delivery deadlines for reasons beyond its control (e. g. non-availability of the service), abcr will notify the Buyer immediately and indicate the estimated new delivery deadline at that time. If delivery can also not be made by the new deadline, abcr is entitled to terminate the contract in whole or in part; any payments already made by the Buyer will be refunded immediately by abcr. Such unavailability of the service in this sense shall apply especially if abcr suppliers are late in making their delivery, if abcr has concluded a congruent covering transaction, if neither abcr nor its suppliers are responsible, or if abcr is not otherwise obliged to procure the delivery in this particular instance.

(3) The occurrence of a delay in delivery is determined in accordance with statutory provisions. In any case, the Buyer must first issue a reminder.

(4) The Buyer’s rights pursuant to section 11 of these GTC and abcr’s statutory rights shall remain unaffected, particularly if the obligation to perform is excluded (e. g. due to the impossibility or unreasonableness of the service and/or subsequent performance).

Section 5 Delivery, transfer of risk, default of acceptance

(1) Delivery is made ex stock, which is also the place of performance for delivery and any subsequent performance. The warehouse can be located abroad. At the Buyer’s request and expense, the goods will be shipped to another destination (mail order purchase). Unless otherwise agreed, abcr is entitled to determine the type of shipment (in particular, the transport company, shipping route, packaging) itself. 

(2) Benefit and risks shall pass with the delivery of the goods to the forwarder, carrier or any other person or institution instructed to perform the shipment to the Buyer.

(3) If the Buyer is in default of acceptance, fails to cooperate, or if the delivery is delayed for other reasons for which the Buyer is responsible, abcr is entitled to demand compensation for the resulting damage, including additional costs (e. g. storage costs).

Section 6 Force majeure

If incidents and circumstances beyond abcr’s control (e. g. natural disasters, war, industrial disputes, traffic or business disruptions, official decrees) lead to a restriction of the availability of the goods so that abcr can no longer perform the contractual obligations, for the duration of the impairment and to the extent that abcr is affected, abcr shall be released from its contractual obligations and is not obliged to procure the goods from third parties. Sentence 1 shall also apply to the extent that the events and circumstances may cause the business concerned to be unprofitable for abcr. If the events and circumstances last for longer than three months, abcr is entitled to terminate the contract.

Section 7 Prices and terms of payment

(1) Unless agreed otherwise in individual cases, the current prices in effect at the time of signing the contract shall be in Swiss francs, plus the statutory value added tax.

(2) In the case of small orders as well as special deliveries, abcr reserves the right to charge a handling fee.

(3) Unless agreed otherwise in a contract, the Buyer shall pay the agreed price no later than seven days after the delivery or provision of the service. abcr reserves the right to request payment in advance.

(4) In case of a delay in payment, default interest of 6% per annum per day of delay will be due.

(5) Regardless of the place of delivery of the goods, the place of performance for Buyer’s payment liability is the abcr registered office.

Section 8 Retention of ownership

In any case, abcr reserves ownership of the delivered goods until complete payment of the purchase price. The Buyer hereby expressly and irrevocably grants its consent to register its retention of title in the registry of retention of title.

Section 9 Notice of defects by the Buyer

Obvious defects must be reported within seven working days from the date of delivery or, if the defect was not detectable on examination, must be notified in writing within the same period from the moment of the defect was discovered.

Section 10 Warranty

(1) The general limitation period for claims arising from material and legal defects shall be one year from delivery.

(2) If the delivered goods are defective, abcr may initially choose to carry out a subsequent performance by removing the defect (subsequent improvement) or to deliver a product free of defects (replacement delivery).

(3) abcr is entitled to make the subsequent performance due conditional on payment of the purchase price by the Buyer. However, the Buyer is entitled to retain an appropriate portion of the purchase price in proportion to the defect.

(4) The Buyer shall allow abcr the necessary time and opportunity to carry out the subsequent performance and shall in particular deliver the defective goods in question for inspection purposes. In the case of a replacement delivery, the Buyer shall return the defective goods according to statutory provisions. The subsequent performance does not include disassembly of the defective goods nor reassembly, if abcr was not originally obliged to install them.

(5) abcr will bear any expenses necessary for the inspection and subsequent performance, in particular, transport, travel, labour and material costs, but excluding disassembly and assembly costs, if there is indeed a defect. Otherwise, abcr can require the Buyer to reimburse the costs arising from the unauthorised requests to remove defects (in particular testing and transport costs), unless the lack of defectiveness could not be recognised by the Buyer.

(6) If the subsequent performance fails or if a reasonable deadline to be set by the Buyer for the subsequent performance has expired unsuccessfully, the Buyer may terminate the contract of sale or reduce the purchase price. There shall, however, be no termination right in the case of a minor defect.

(7) In case of any breach of duty not relating to defects, the Buyer shall only be entitled to terminate the contract if we are responsible for the said breach.

(8) Claims from the Buyer for damages or reimbursement of unnecessary expenses incurred shall also only be asserted in the case of defects according to section 11 and are otherwise excluded.

Section 11 Damages and limitation of liability

(1) Unless required otherwise by these GTC, including the following provisions, abcr assumes liability in case of a breach of its contractual and non-contractual obligations according to statutory provisions.

(2) abcr is not liable for damage caused as a result of irregular and/or incorrect use or improper handling of the products.

(3) abcr is liable for damages – irrespective of their legal grounds – in the context of faultbased liability in the case of intent and gross negligence.

(4) The liability is in any case limited to compensation for any direct loss in the amount of the payment by the Buyer under the corresponding contract. Any liability for consequential damage, indirect and collateral damage and lost profits is expressly excluded.

(5) If abcr receives a claim from third parties for damage arising from product liability, whose cause is attributable to the Buyer, the Buyer must reimburse abcr for the costs resulting therefrom.

Section 12 Special agreements for orders placed via the online shop

(1) The use of the online shop to initiate and process transactions is possible and permitted only when the user has previously registered and accepted the supplementary terms and conditions of use of the online shop. The Buyer is obliged to provide truthful and complete information during the registration process. The Buyer should always keep its information on file up to date. The online shop may only be used by the respective customer or authorised users.

(2) Confirmation of receipt of the customer’s order by abcr does not constitute an acceptance of the offer to buy.

(3) abcr reserves the right to minor deviations in the conditions of the ordered goods, particularly with regard to quantity and purity, provided that the deviations are customary in the trade.

(4) The delivery times indicated in the online shop refer to the date of shipment.

Section 13 Choice of law and place of jurisdiction

(1) These terms and conditions and the contractual relationship between abcr and the Buyer shall be governed by Swiss law with the explicit inclusion of the Convention of the United Nations of 11 April 1980 on Contracts for the International Sale of Goods (CISG), regardless of whether the Buyer has its registered office in a (CISG) signatory State.

(2) The exclusive place of jurisdiction for all legal disputes is Zug, Switzerland.

Section 14 Language of the Contract

If the text of these GTC is also notified to the Buyer in a language other than German, this shall only serve to facilitate understanding. In any case, the German text shall prevail and is exclusively valid.

Version: 01/04/2018

abcr swiss AG domiciled in Zug
Commercial address of the registered office: abcr swiss AG, c/o RevConsult Treuhand AG, Baarerstrasse 75, 6300 Zug, Switzerland