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General Terms and Conditions of Sale and Delivery

1. Scope of application

The business relationships between Hädener Rohstoffe GmbH (hereinafter known as the Seller) and its customers (hereinafter known as Buyer; hereinafter known collectively as the Parties) shall be governed by these General Terms and Conditions of Sale and Delivery (hereinafter known as AVLB). Individual arrangements differing from these AVLB shall only apply, if they have been expressly confirmed in writing by the Seller. If the Buyer’s terms and conditions of business [T&Cs] are contrary to, or differ from, these AVLB, they shall not be recognised. These AVLB shall also apply in those cases in which the Seller supplies a delivery to the Buyer without reservation even though the Seller is aware that the Buyer’s T&Cs are contrary to, or differ from his AVLB.   

2. Offer and Acceptance of offer

The prices, quantities and delivery periods quoted in the Seller’s offers are subject to change without notice. The contract shall materialise when the Seller’s order confirmation is received or when the Buyer carried out the order without the Buyer raising any objections. In particular, a contract shall not materialise between the Seller and the Buyer as a result of the Seller remaining silent after the Buyer places and order or as a result of implied conduct. If the Seller’s order confirmation differs from the Buyer’s order, it shall be regarded as a new offer submitted by the Seller. This shall become the content of a contract binding on both Parties if the Buyer does not raise an objection within 10 days.

3. Sales prices

The Seller’s prices shall not include taxes,(value added tax etc.) and other duties for the goods offered. As a matter of principle, the prices shall apply ex works (EXW) in accordance with INCOTERMS 2010, if no other individual agreement is made in writing. The Seller shall reserve the right to adjust prices having givien notice in advance of carrying out an order, if a price increase occurs beyond its control, such as, for example, those arising from fluctuations in currency exchange rates, foreign currency regulations, increases in customs‘ duties, taxes, storage costs, freight costs, motor vehicle tax, shipping expenses, insurance premiums, significant increases in the cost of labour, materials or production as well as a result of changes made in orders demanded by the Buyer with regard to delivery periods and quantities as well as in specifications   etc.

4. Terms and conditions of Payment

The terms and conditions of payment are shown in the offer, the order confirmation and the invoice. The place of payment is the Seller’s principal place of business. Payments due must not be withheld or offset against any counter-claims. The Buyer shall be in default without the Seller having to send him a payment reminder or notification when the agreed period of time allowed for payment has expired. From the date on which the Buyer is in default with payment he will be charged default interest amounting to 5% p.a. If the Buyer is in default with payment the Seller shall be entitled to instigate collection without sending the Buyer a payment reminder. Default in payment shall exempt the Seller from his obligation to supply and to comply with delivery dates not only for earlier deliveries, but also for all subsequent deliveries, without this giving rise to the Buyer becoming entitled to compensation claims for damages. If the Buyer is in default with payment, the Seller shall be entitled to withdraw from the contract and demand the return of the goods. The Seller shall reserve the right to assert a claim for further damages.       

5. Reservation of title

The goods shall remain the Seller’s property until payment has been made in full, provided that this is allowed under the law to which the goods are subject.  If the applicable law does not allow a reservation of title, but the Seller allows himself to reserve the right to apply other laws to the goods, the Seller may consequently exercise all rights of this type. The Buyer shall undertake to co-operate for all measures taken to secure loans and in particular, if necessary, to enter into appropriate supplementary agreements. He shall authorise the Seller to carry out an entry or priority notice of the reservation of title in public registers or such like at his (the Buyer’s) expense. Moreover, the Buyer shall undertake to keep the goods in good condition and to insure them against loss or damage until the purchase price for them has been paid in full.

6. Use and Risk

The right of use and risk shall pass over to the Buyer when he is notified that the goods are ready for despatch, unless an agreement is made otherwise.

7. Delivery Periods and Quantities

The delivery periods and quantities are shown in the order confirmation. The Seller shall not assume responsibility for delivery being made on time and for delays in delivery or late delivery under any circumstances. Discrepancies in quantities off up to 10% shall be accepted by the Buyer unless this is expressly ruled out in the order confirmation. Prices shall be amended accordingly to reflect discrepancies of up to 10. The Seller shall be entitled to supply part-consignments.

8. Notification of defects

The supplied goods shall be regarded as having been approved, unless the Buyer notifies the Seller in writing within 24 hours after receipt of goods of a substantiated defect quoting delivery document particulars (Invoice number, packing marks etc.). Returns shall only be reimbursed with a credit note by agreement confirmed in writing, in perfect condition and in their original packing. In the event that a defect is notified, the Seller shall be entitled to retain outstanding deliveries pending clarification of the complaint.

9. Warranty and Liability

All statutory warranty rights shall be expressly excluded to the extent allowed by law and replaced by the arrangement under this number. Every warranty over and above this, in particular the warranty rights provided for by law or liability for defects of damage of whatever type shall be expressly and fully excluded to the extent allowed by law. In particular the reimbursement of damage caused as a result of a delay in delivery is excluded. Likewise, every liability for consequential harm caused by a defect or other damages which may arise directly or indirectly from the use, processing or receipt of sold goods shall be expressly and expressly ruled out to the extent allowed by law. The exclusion of statutory warranty rights as well as liability in accordance with this number shall expressly also apply for goods which are supplied as a replacement for defective goods.     

Subject to the reservation that a defect is notified in accordance with Number 8, the Seller shall furnish a warranty for the conformity of the goods with the standard product specifications as may be published from time to time. Specific guarantees of condition must be expressly agreed individually in writing. Information contained in catalogues, leaflets and safety data sheets etc. are non-binding. The Seller may at his equitable discretion assess the goods about which a complaint has been made at the Buyer’s premises. If a notified defect is justified the Seller shall in all cases be obliged to either refund the purchase price or to supply a replacement. In the latter case the Buyer shall undertake to return the replaced goods unmodified. The Seller shall only furnish guarantees in keeping with the warranties furnished by his suppliers for goods originating from third party suppliers (Goods purchased for resale). Other claims such as for uses not named in the product specifications, suitability for subsequent processing, consequential damage, loss or costs in connection with processing shall be expressly and fully excluded to the extent allowed by law. In the event that the Seller’s liability is prescribed by law, the purchase price for the quantity of rejected goods used by the Buyer shall be regarded as the maximum amount of liability.

10. Trade marks

If the goods are processed (Repackaging, mixed etc.) the trade marks (brand names, logos etc.) are to be removed. Any reuse of such marks shall only be allowed with the written consent of the trade mark owner.

11. Force majeuere

The Seller shall not be liable for the non-fulfilment of his contractual obligations if this is attributable to an underlying reason beyond the control of the Seller or in particular is based upon one of the following reasons: fire, natural catastrophes, war, confiscation, general shortage of raw materials, electricity rationing, strike. The same shall apply if a supplier of the Seller is threatened by such circumstances and as a result of which the Seller is unable to fulfil his contractual obligations.

12. Partial invalidity

Should a provision of these AVLB turn out to be partially or completely invalid, the Parties shall consequently replace this provision with a new provision coming as close as possible to it in terms of legal meaning and economic success. The same shall apply if there is a gap in these AVLB.

13. Applicable law and Place of jurisdiction

All legal relationships arising as a result of the Parties relying upon these AVLB shall be governed by Swiss law subject to the exclusion of any national or international contracts or conventions (E.g. the United Nations Convention on contracts for the international sale of goods dated 11 April 1980, Vienna Convention) legally valid at the point in time at which said legal relationships materialise or at which a dispute occurs. The Parties shall, in the event of differences in opinion in connection with these AVLB, undertake to attempt to come up with a mutually acceptable arrangement by acting in good faith. If, in spite of the attempts made by the Parties to reach an amicable agreement they fail to do so, the place of jurisdiction for all disputes, differences of opinion or claims arising from or in connection with these AVLB, including their validity, invalidity breach or dissolution, shall be understood to be the courts having jurisdiction where the Seller is based. Irrespective of this, the Seller shall be entitled to take legal action against the Buyer at the latter’s general place of jurisdiction.


Hädener Rohstoffe
Zwinglistraße 6
CH-9000 St. Gallen

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传真 +41 71 223 52 19