General Terms and Conditions of LAEMMLE Chemicals AG

1. Validity
For all sales transactions conducted with LAEMMLE Chemicals AG (hereinafter LCAG referred to as) the following terms and conditions shall apply exclusively, unless otherwise agreed in writing or unless additional conditions apply to certain products. The buyer’s terms and conditions shall not be recognised by LCAG insofar as they deviate from its own terms and conditions of sale and delivery. This also applies in the event that the buyer’s deviating terms and conditions are not expressly objected to.

2. Offer and Conclusion of Contract
Offers from LCAG that do not specify a deadline for acceptance are non-binding. All data in LCAG product analyses are average values. The usual tolerances apply. Where LCAG receives orders, a purchase contract with LCAG is only concluded upon written confirmation of the order or upon commencement of order processing by LCAG.

3. Prices
For deliveries within German-speaking Switzerland, prices are quoted carriage paid to the customer’s premises (or valley station), excluding LSVA, unless otherwise agreed. A surcharge applies to small quantities and express orders. For deliveries abroad, prices are quoted net, ex works in freely available Swiss francs, without any deductions. All ancillary costs, such as those for freight, insurance, export, transit, import and other permits, as well as certifications, shall be borne by the buyer. Likewise, the buyer shall bear all types of taxes, duties, fees, customs duties and the like levied in connection with the contract, or shall reimburse LCAG upon presentation of appropriate evidence, should LCAG have become liable to pay such amounts.

4. Terms of payment
4.1. Payments shall be made by the buyer in accordance with the agreed payment terms at LCAG’s registered office without deduction of any discount, expenses, taxes, levies, fees, customs duties or similar charges. Unless otherwise agreed, the price is payable within 30 days of the invoice date (fixed date). The obligation to pay is fulfilled as soon as the invoice amount in Swiss francs has been made available to LCAG at LCAG’s registered office for its free disposal.

4.2. In the event of doubts regarding the buyer’s solvency, in particular in the event of overdue payments, LCAG is entitled to suspend further fulfilment of the order and to withhold deliveries ready for dispatch, until LCAG receives sufficient security. If LCAG does not receive sufficient security within a reasonable period, it is entitled to withdraw from the contract and claim damages.

4.3. If the buyer fails to meet the agreed payment deadlines, they shall without the need for a reminder, from the due date pay default interest at a rate based on the interest rates customary at the buyer’s place of business, but which shall be at least 4 % above the respective discount rate of the Swiss National Bank. The right to claim further damages is reserved.

5. Delivery period
5.1. LCAG shall only be liable for compliance with delivery deadlines if it has given a corresponding written undertaking. Furthermore, it is assumed that the buyer has fulfilled its own contractual obligations.

5.2. The buyer is entitled to claim compensation for delay in respect of late deliveries, provided that the delay can be proven to have been caused by LCAG and the buyer can demonstrate loss as a consequence of this delay. The aforementioned compensation for delay shall amount to a maximum of ½ % for each full week of delay, but in total not more than 5 %, calculated on the contract price of the delayed part of the delivery. In the event of delay in delivery, the buyer is entitled to withdraw from the contract if and insofar as they have set a reasonable grace period. Any further rights and claims of the buyer are excluded.

6. Retention of title
LCAG shall remain the owner of all its deliveries for as long as it still has outstanding claims arising from the business relationship with the buyer. The buyer is obliged to cooperate with measures that are necessary to protect LCAG’s property.

7. Transfer of benefit and risk
Benefit and risk pass to the buyer at the latest upon dispatch of the delivery ex works.

8. Transport and Insurance
Unless otherwise agreed – delivery within German-speaking Switzerland is carried out exclusively by – LCAG carriage paid to the customer’s premises (or valley station), excluding LSVA. – express and small-quantity surcharges remain reserved – delivery abroad is at the buyer’s expense – insurance against damage is the responsibility of the buyer.

9. Defects
9.1. The buyer must check whether the delivered goods are free from defects and suitable for the intended purpose of use. If the buyer fails to carry out this inspection, any liability on the part of LCAG shall lapse.

9.2. Any complaints must be raised within seven days of receipt of the goods, stating the order details and the invoice and delivery note numbers as well as the batch numbers indicated on the containers. Hidden defects must be reported in writing immediately upon discovery.

9.3. The acceptance of notices of defects requires that LCAG be provided with a sample of the goods of at least two litres for verification. LCAG is entitled to take the sample itself or to satisfy itself that the sampling has been carried out properly.

9.4. In the event of duly raised and substantiated complaints of defects, the buyer shall have the claims provided for under Swiss obligations law arising from warranty for defects. The limitation period for warranty shall likewise be governed by the provisions of Swiss obligations law.

9.5. Additional warranty conditions apply to certain LCAG products, which must be complied with by the buyer. These additional conditions are attached to the offer or the order confirmation and form an integral part of the relevant contracts.

9.6. Even in the event of justified complaints of defects, the purchase price must be paid on the agreed date, without prejudice to subsequent settlement. Set-off against counterclaims other than those undisputed or legally established is not permitted.

10. Data Protection
10.1. The protection of all personal data during processing throughout the entire business process is an important concern for LCAG.

10.2. LCAG therefore uses the buyer’s personal data only for the purpose of fulfilling and processing the contract concluded with the buyer or for responding to their enquiry.

10.3. Subject to the buyer’s consent, LCAG also uses personal data for product-related surveys and for advertising and marketing purposes.

11. Jurisdiction and applicable law
11.1. The place of jurisdiction for the buyer and LCAG is CH-8330 Pfäffikon/ Zurich. However, LCAG is also entitled to sue the buyer at their registered office.

11.2. The legal relationship is governed by Swiss substantive law. The application of the United Nations Convention on Contracts for the International Sale of Goods “Vienna Sales Convention” and the Hague Conventions on international sales contracts is excluded.

The bull and bear market clause shall be deemed agreed. Cases of force majeure (war, strikes, government intervention) release us from contracts.

Version DE 16 January 2023