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 purchaser acknowledges these General Terms and Conditions of Swifiss AG. Any general purchasing conditions or other general terms and conditions of the purchaser that deviate from, conflict with, or supplement these General Terms and Conditions shall not bind Swifiss AG, even if Swifiss AG does not expressly object.

Offers and conclusion of contract

2.1. Swifiss AG's offers, as well as brochures, catalogs, etc., are non-binding unless otherwise stated. A binding effect only occurs upon receipt of an order confirmation (only in writing, by fax, or email). The customer must check Swifiss AG's order confirmation immediately upon receipt and notify Swifiss AG in writing of any deviations from their order within five working days at the latest. Otherwise, the information in the order confirmation shall be decisive for determining the service owed.

2.2. Unless otherwise agreed, the deliveries and services comply with the regulations and standards applicable at Swifiss AG's registered office. The customer must inform Swifiss AG, at the latest when placing the order, of any special regulations and standards applicable at its registered office or at the destination of the goods that affect the products, packaging, or delivery.

Prices and payment terms

3.1. The prices quoted by Swifiss AG are in Swiss francs (CHF) or euros (EUR) according to the quote and are payable by the customer in the respective currency. Value added tax at the applicable statutory rate is also payable. All prices are ex works. All additional costs such as freight, insurance, export, transit, import, and other permits, as well as certifications, are borne by the customer. Likewise, the customer is responsible for all taxes, duties, fees, customs duties, and the like levied in connection with the contract, or reimburse Swifiss AG upon presentation of appropriate proof, if Swifiss AG has become liable for these costs.

3.2. All prices are based on the cost factors prevailing at the time of contract conclusion (currency rates, purchase prices, transport costs, taxes, customs duties, etc.). Significant and unforeseeable changes in individual cost factors of more than 5%, for which Swifiss AG is not responsible, entitle Swifiss AG to adjust the price accordingly. Such price adjustments must be communicated to the customer immediately after the change in the calculation basis is determined, and at the latest upon delivery of the products.

3.3. Invoices from Swifiss AG are due for payment net within 30 days of the invoice date (due date) or as contractually agreed. 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 will be in default without notice, and default interest of 5% will be charged.

3.4. The payment deadlines must be met even if transport or acceptance of the delivery by the customer is delayed or becomes impossible for reasons for which Swifiss AG is not responsible.

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, closures, labels, package inserts, folding boxes) from suppliers of Swifiss AG's own choice.

4.2. If the procurement of primary or secondary packaging materials and/or raw materials is not possible in the quantity requested by the Purchaser (e.g. due to minimum order quantities from suppliers), the Purchaser has the option of increasing the order volume to the required extent or pre-financing the purchase.

4.3. Upon pre-financing the purchase of the primary and secondary packaging materials and/or raw materials, the Purchaser shall acquire full ownership of the same.

4.4. Swifiss AG accepts the packaging materials and/or raw materials and stores them for the customer. Where reasonable, a random visual inspection will be conducted upon receipt of the packaging materials and/or raw materials. Any defects will be reported to the customer. Hidden defects will be reported to the customer upon discovery.

4.5. The storage period for primary and/or secondary packaging materials shall be a maximum of 24 months, and for raw materials 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 or secondary packaging materials and/or raw materials have not been used up three months before the end of the maximum storage period, the Purchaser is obliged to collect them from Swifiss AG, unless it is guaranteed that they will be required for production for the Purchaser within three months.

4.7. If the primary or secondary packaging materials and/or raw materials are not collected by the end of the maximum storage period, Swifiss AG is entitled to destroy the corresponding items at the customer's expense.

4.8. Swifiss AG will take out industry-standard insurance for the packaging materials and/or raw materials stored for the customer. In the event of a claim, the customer is only entitled to compensation to the extent that the insurance company provides such compensation under the insurance policy, less any claims by Swifiss AG.

4.9. A retention right exists in favor of Swifiss AG over the stored goods pursuant to Art. 485 para. 3 of the Swiss Code of Obligations. Furthermore, Swifiss AG holds the stored goods as collateral for the current balance from all business transactions with the customer. Upon the expiration of a payment deadline set with a threat of foreclosure, Swifiss AG may sell the stored goods freely without further formalities.

Delivery and risk

5.1. All delivery periods and dates are subject to change. The delivery period is met if the customer has been notified of readiness for dispatch by the delivery deadline. Compliance with the delivery period is subject to the customer's fulfillment of its contractual obligations. In the event of delivery delays, the customer must notify Swifiss AG in writing and set a reasonable grace period before exercising its statutory rights under Articles 107 et seq. of the Swiss Code of Obligations (OR). Clause 6 remains reserved. Any damages owed as a result of late delivery or non-fulfillment are limited to the invoice value of the products owed.

5.2. If the Purchaser is in arrears with previous payments, Swifiss AG is entitled to withhold delivery of ordered products until the Purchaser has fully fulfilled all outstanding obligations.

5.3 The purchaser shall bear the benefit and risk as soon as he has been notified of the completion of the goods (letter, fax, email, telephone, etc.).

5.4. At the customer's request, Swifiss AG will organize the transport and select the transport route, type, and company according to the customer's instructions, without special instructions, to the best of its knowledge and belief. The customer shall bear the transport costs. If necessary, the customer shall obtain import licenses at its own expense. The purchaser is responsible for obtaining transport insurance.

Delay in acceptance

6.1. If the customer defaults on acceptance of the ordered products, Swifiss AG may, at its discretion, either waive subsequent delivery or store the products and charge a surcharge for additional expenses (storage costs, handling costs, etc.) from the third day after the acceptance date has passed. If Swifiss AG waives subsequent delivery, it may either demand compensation for the damages incurred due to the non-delivery or withdraw from the contract.

Force majeure

7.1. Delays, delays and/or the impossibility of deliveries and services by Swifiss AG due to force majeure shall not be deemed a breach of contract for the duration of the disruption and a reasonable transition period after the disruption has ended and shall not entitle the customer to withdraw from the contract or to claim damages.

7.2. Force majeure shall be deemed to include 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, official orders, and decrees. Swifiss AG will inform the customer, as far as possible, of the occurrence of cases of force majeure and of the expected duration of the disruption.

7.3. If only a partial delivery is hindered or made impossible by force majeure, Swifiss AG is obliged to deliver and the customer is obliged to accept the partial delivery not affected by the hindrance.

7.4. If unforeseen events significantly change the economic significance or content of the deliveries or services or significantly impact the work of Swifiss AG, as well as in the event of subsequent impossibility of execution, the contract will be adjusted accordingly. If this is not economically justifiable, Swifiss AG has the right to terminate the contract or the affected parts of the contract. In the event of termination of the contract, Swifiss AG is entitled to compensation for deliveries and services already provided. Claims for damages by the customer due to such termination of the contract are excluded.

Complaints, warranty and liability

8.1. The products delivered by Swifiss AG are described by their specifications as per the order confirmation.

8.2. Swifiss AG guarantees the condition and quality of the products in accordance with these specifications for a maximum of six months from delivery. In the absence of a description in the specifications, the generally accepted commercial practice for the product in question shall apply. Swifiss AG's warranty and liability do not cover damage resulting from natural wear and tear, improper storage, failure to follow instructions, excessive use, or other reasons for which Swifiss AG is not responsible. For deliveries and services from subcontractors specified by the customer, Swifiss AG assumes a warranty only within the scope of the warranty provided by the subcontractors in question.

8.3. The purchaser must inspect the delivered product immediately upon receipt and before use, further processing, or sale and report any defects in writing (only by letter, fax, or email) no later than five business days after receipt of the product. The purchaser must send all information and documentation necessary to identify the product and the defect. Swifiss AG is entitled to inspect the defective product at the purchaser's premises or to have it inspected by a third party appointed by Swifiss AG and to take samples of the defective product. If the purchaser fails to submit a timely notification of defects, the delivered products will be deemed approved. Complaints do not release the purchaser from their obligation to pay.

8.4. To the extent that Swifiss AG produces according to the customer's specifications, it assumes no warranty or liability for the accuracy of the information provided. The customer is solely responsible for ensuring compliance with all intellectual property rights and the relevant regulations (directives, laws, regulations, professional codes, etc.) of a medical, pharmaceutical, cosmetic, or food-related nature.

8.5. In the event of defects in the delivered product and timely notification of defects by the purchaser, Swifiss AG has the right, at its discretion:

8.5.1. to take back the defective product against reimbursement of the purchase price already paid;

8.5.2. or to replace the defective product with a defect-free product;

8.5.3. or to remedy the defect;

8.5.4. or to compensate the purchaser for the reduced value of the product.

8.6. The purchaser is only entitled to a right of cancellation with regard to the defective product if, even after a reasonable grace period, Swifiss AG does not exercise its right to a reduction in price or replacement of the product and the defect cannot be remedied. The purchaser has no rights or claims for 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 or indirect damages, in particular for lost profits, production downtime, loss of use, loss of orders from the customer or third parties, and other consequential damages, is excluded.

Retention of title

9.1. All products delivered by Swifiss AG remain its property until the customer has fulfilled all payment obligations under the contract. Swifiss AG is authorized to register the retention of title in the relevant register at any time.

9.2. The purchaser may not pledge or assign the delivery item as security until full payment has been made. In the event of attachment, confiscation, or other disposition by third parties, the purchaser must notify Swifiss AG immediately.

9.3. In the event of breach of contract by the customer, particularly in the event of late payment, Swifiss AG is entitled to take back the goods after issuing a reminder, and the customer is obligated to surrender them. The assertion of retention of title and the seizure of the delivery item by Swifiss AG shall not be considered a withdrawal from the contract.

Intellectual property rights

10.1. The purchase of a product from Swifiss AG does not constitute a license to any of its intellectual property rights.

Applicable law and place of jurisdiction

11.1 This contractual relationship is governed by Swiss substantive law, excluding its conflict of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.2. For all disputes arising from this contractual relationship, the place of jurisdiction shall be the registered office of Swifiss AG.