1. Preamble
1.1. These General Terms and Conditions serve as the general basis for all goods and services supplied by HALBA, Division of Coop Cooperative, Thiersteinerallee 12, 4053 Basel (hereinafter referred to as HALBA).
1.2. The General Terms and Conditions supplement the supply agreement or written order (hereinafter referred to as the supply agreement) to be concluded between HALBA /the seller and the contractual partner/purchaser specifying key components of the contract for the individual products (delivery dates, order quantity, price, quality requirements etc.). In the event of conflicting rules, the relevant individual provisions mutually agreed in writing in the delivery agreement take precedence over these General Terms and Conditions.
2. Orders and deliveries
2.1. In principle, orders and deliveries take place in accordance with the terms agreed separately in the delivery agreement. Orders must be placed in writing. A written order placed on the basis of a delivery agreement cannot be cancelled.
2.2.Whereas HALBA export the products, HALBA supplies the products FCA HALBA (Incoterms 2020). If the products are supplied within Switzerland HALBA supplies the products EX Works Pratteln. The parties can agree on different Incoterms within the supply agreement. HALBA expressly reserves the right to over-deliver or under-deliver the quantities ordered (+/- 10%).
2.3. If the purchaser fails to adhere to the delivery date or does not accept the delivery, it shall be in default of acceptance without any reminder needing to be served. In this case, HALBA will store and ensure the products on standard market terms at the purchaser’s expense until such time as they are finally delivered. The purchaser assumes the risk of any damage to or loss of the products.
3. Prices and terms of payment; retention of title
3.1. The purchase prices will be jointly agreed in writing in the separate delivery agreement.
3.2. Payment shall be made within 10 days of the written order being placed. If payment is not made on time, the agreed delivery dates will be postponed accordingly by the length of time that elapses until payment is made.
3.3. HALBA is at liberty to make delivery of the products contingent on the provision of security (e.g. bank guarantee, irrevocable letter of credit, etc.).
3.4. Invoicing and payments will be carried out in accordance with HALBA’s specifications. Payment conditions such as the payment target and discounts are agreed separately in the delivery agreement to be concluded separately between HALBA and the purchaser.
3.5. The retention of title will remain until payment with the seller. Should the purchaser be in delay in payment, the seller is entitled at the expense of the purchaser to register the retention of title in the ownership register until full payment has been made.
4. Packaging
4.1. In the case of purchaser-specific packaging material, the purchaser bears sole responsibility for the content and completeness of the packaging texts (composition, product name, allergy-related information, etc.) and for ensuring that it complies with the applicable laws, in particular legislation in place in the destination country if the products are being exported abroad. If third parties assert claims against HALBA in this regard, the purchaser shall indemnify HALBA in full.
4.2. If additional labelling or any additional text in another language is required on the existing packaging, this must be supplied by the purchaser and printing approval must be confirmed by the purchaser. The purchaser bears sole responsibility for the accuracy of such labelling or text.
4.3. In the event of the purchaser failing to order the quantity agreed upon in the delivery agreement, the purchaser will be invoiced at cost for purchaser-specific packaging material (production/procurement costs plus disposal costs) six months after the last product delivery.
4.4. All printing costs and additional charges (e.g. printing plates, print rollers, punching tools, moulds, design etc.) will be charged to the buyer and are not included in the price of the end product.
5. Product conformity and defective performance
5.1. HALBA confirms that the products supplied comply with the contractual agreements and conform to all legal requirements in force in Switzerland at the time of delivery. If the products are being exported, the purchaser is responsible for compliance with local laws.
5.2. The purchaser undertakes to inspect the products for any possible defects as soon as they are delivered. If any defects are discovered, the purchaser undertakes to report them to HALBA in writing within 48 hours of delivery. If this time limit is not observed, HALBA’s liability shall be excluded. The purchaser furthermore undertakes to provide samples of defective products for inspection by HALBA or by third parties acting on HALBA’s behalf.
5.3. HALBA must be notified of any instances of defective performance without delay – subject to the provisions of Section 5.2. An instance of defective performance will be deemed to have occurred if one or more deviations from the agreed requirements or statutory specifications (e.g. product defects, delivery delays) are identified.
5.4. If HALBA does not recognize the instances of defective performance identified, it can arrange for a follow-up inspection to be carried out by an independent third party at its own expense. If the follow-up inspection contradicts the purchaser’s findings, or if there is no access to any reference samples, the instances of defective performance will be considered non-existent and HALBA’s services will be deemed to have been duly performed.
5.5. If HALBA recognizes the instances of defective performance identified, or if they are confirmed by the follow-up inspection, the purchaser shall be entitled to repair, replacement delivery, a reduction in price or cancellation. The choice of how to rectify the defective performance is up to HALBA.
6. Liability
6.1. HALBA will bear unlimited liability for any direct losses resulting from substandard performance or non-performance of the service to be provided. Liability for indirect losses (consequential losses, loss of profit etc.) and for minor negligence is excluded.
6.2. The purchaser will be liable for any losses incurred by HALBA as a result of substandard performance or non-performance of the services to be provided by the purchaser.
6.3. HALBA is not responsible for the consequences of force majeure, including strikes, lockouts, civil unrest and natural disasters, or official measures, provided such events are unpredictable and/or unavoidable in the specific individual case. If performance of the contract by HALBA is rendered substantially more difficult by the consequences of force majeure, HALBA will be entitled to defer the fulfilment of its obligations by an appropriate period of adjustment and/or to withdraw from the contract.
7. Confidentiality
7.1. HALBA and the purchaser undertake to maintain confidentiality about all matters and processes, including in particular business and trade secrets of the other party, which come to their knowledge in the context of the contractual relationship. If such secrets are passed on to third parties for the purpose of fulfilling the order, the parties undertake to impose the same duty of confidentiality on the third party. This duty will continue to apply even after the contractual relationship has ended.
7.2. The parties will exercise care in the safekeeping of the business and operational documents entrusted to them by the other party, will protect them from viewing and access by third parties and, upon termination of the contractual relationship, will return them to the other party without being requested to do so.
8. Intellectual property rights
8.1. The purchaser acknowledges that the General Terms and Conditions and delivery agreements – subject to separate agreements and white label goods – do not involve any transfer of intellectual property rights (in particular trademark, design or patent rights or recipes etc.). HALBA is the owner of all intellectual property rights. Without HALBA’s prior written permission, the purchaser is prohibited from using those rights for its own purposes and from duplicating them or passing them on to third parties.
8.2. If purchaser-specific packaging is used (white label goods), the purchaser shall be responsible for the relevant registrations. If third parties assert claims against HALBA based on intellectual property rights relating to such goods, the purchaser shall indemnify HALBA in full.
9. Period of validity, amendments and addition
9.1. The present General Terms and Conditions enter into force upon signature of the separate supply agreement. HALBA’s General Terms and Conditions may be amended or supplemented at any time. The purchaser will be notified of amendments and supplements to the General Terms and Conditions by e-mail.
9.2. As of the date of the announcement, the purchaser will have four weeks within which to express any reservations to the person responsible at HALBA, by registered letter. Otherwise, the changes and additions will be deemed to have been accepted.
10. Applicable law and place of jurisdiction
10.1. These General Terms and Conditions and all agreements based thereon are subject to Swiss law only, excluding the United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) and all provisions of the Swiss International Private Law Act (IPLA, SR 291). If the purchaser does not have a residence in Switzerland, there shall be no choice of law regarding the property law portion of the retention of title.
10.2. The sole place of jurisdiction for disputes arising from these General Terms and Conditions or all agreements based thereon and/or deliveries shall be Basel.
10.3. Alternatively, any disputes, disagreements or claims arising out of or in connection with these General Terms and Conditions or any agreements and/or deliveries of goods based thereon, including in relation to their validity, invalidity, infringement or dissolution, may be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution. The version of the Rules of Arbitration in force at the time the initiating notice is served will apply.
10.4. The arbitral tribunal must be composed of at least three members.
10.5. The venue for the arbitration proceedings is Geneva, Switzerland.
10.6. The language of the arbitration proceedings is English.
11. Concluding provisions
11.1. General terms and conditions or other conditions of the purchaser, appearing, for example, on order forms or in the Code of Conduct, are not applicable.
11.2. Rights or obligations based on these General Terms and Conditions or delivery agreements may not be transferred to third parties without the prior written consent of the other party.
11.3. If the General Terms and Conditions or the delivery agreement do not provide for any special form, conditions requiring communications to be made in writing will be deemed to have been met if an e-mail can be shown to have been delivered.
11.4. If one of the parties waives the assertion of an agreed right in a specific case, this cannot be deemed to constitute a general waiver of this right or other rights arising from these General Terms and Conditions or from a separate delivery agreement.