GENERAL TERMS AND CONDITIONS – VALID FROM 1 September 2018

BON PASTAIO Switzerland AG
(hereinafter referred to as "the Company")

Article 1: Scope

1.1 These General Terms and Conditions (hereinafter referred to as "the GTC") apply to all orders of products that are delivered to and invoiced to customers based in Switzerland and the Principality of Liechtenstein.

1.2 Every order placed with the company implies full acceptance of these Terms and Conditions without any exceptions or reservations. These Terms and Conditions take precedence over any conflicting provisions that may be contained in the customer's purchase orders, its general terms and conditions of purchase, or any other document originating from the customer. However, in the case of an agreement duly signed by both the customer and the company, any clause in that agreement that conflicts with a clause in these Terms and Conditions shall automatically take precedence over said clause in the Terms and Conditions.

1.3 The fact that the company does not invoke any clause of these General Terms and Conditions at any given time cannot be interpreted as constituting a waiver of the right to invoke it at a later date.

1.4 These Terms and Conditions supersede and replace all previously published Terms and Conditions. They may be amended by the company at any time without prior notice, and it is agreed that such amendments will not apply to orders already accepted by the company.

Article 2: Orders

Product orders can be placed by telephone, letter, fax, electronic data exchange, or through the company's sales team. Sales become valid only upon order processing and validation by the company. Customer orders for special products are subject to terms and conditions mutually agreed upon between the customer and the company. The minimum order value is CHF 260.00 per order/delivery. Orders below CHF 180.00 cannot be delivered. For orders between CHF 180.00 and CHF 259.00, a shipping surcharge of CHF 20.00 will be applied.

Article 3: Deliveries – Return of products – Transfer of risk

3.1 Delivery can only take place once the customer has fulfilled their payment obligations or any other obligation towards the company.

3.2 The customer must inspect the condition of the products upon delivery and report any defects immediately, but no later than 24 hours after receiving the goods. Without prejudice to any measures to be taken against the carrier, reservations or complaints regarding obvious defects or non-conformity of the delivered product with the ordered product or the delivery note must be submitted in writing by the customer, with justification, and together with the necessary supporting documents, to the company's address indicated on the reverse side within a period of no more than forty-eight (48) hours after the delivery date of the products. Otherwise, the delivered products will be irrevocably deemed to conform to the order and free from any obvious defects. Returns of the products by the customer are only permitted after obtaining the company's prior consent and within fifteen (10) business days of delivery. In any case where the return of the goods is attributable to the customer, the return shipping costs must be paid by the customer. A complaint cannot be legally accepted if the customer fails to comply with these formalities and deadlines. The customer is always responsible for the costs and risk of return shipping.

3.3 The risk passes to the customer upon delivery by our vehicles or vehicles operating on our behalf, at the destination specified by the customer. The risk also passes to the customer upon collection by the customer or a vehicle operating on their behalf, once the goods have left the warehouse or loading dock. In the event of accidents or shortages, it is the customer's responsibility to take all necessary measures in accordance with applicable laws and regulations with respect to the carrier. In the event of unforeseen disruptions to our delivery capabilities or force majeure, the company is released from its delivery obligations without any liability for damages. Force majeure includes, but is not limited to, transport disruptions caused by landslides, snow, road closures by authorities, strikes, etc.

3.4 Pallets, rolls, and other packaging (excluding cardboard boxes) used for deliveries remain the property of the seller and must be returned to them. Otherwise, the customer will be invoiced for the value of the pallets, rolls, and other packaging (excluding cardboard boxes).

Article 4: Liability – Warranty

4.1 To maintain the quality of our frozen products, they must be stored in a freezer at a temperature of at least -18°C and removed on a first-in, first-out basis. Failure to comply with these conditions excludes any returns or compensation – for any reason whatsoever.

4.2 Before any resale to third parties, the customer must ensure that the quantity and weight of the products actually correspond to the information given on the packaging.

4.3 The delivered products are covered by a warranty against defects for a period not exceeding the best-before date. To assert their rights, the customer must inform the company of any hidden defects within 24 hours of their discovery.

4.4 In the event that the company's liability is proven, it is limited to the full or partial reimbursement of its value, excluding any claims for compensation or damages. If the order consists of multiple deliveries, a defect in one delivery does not alter the reciprocal obligations arising from the other deliveries. 

Article 5: Prices

5.1 The company's products, with the exception of special products manufactured on behalf of a customer, are always invoiced at the prices applicable on the day the order is accepted by the company.

5.2 Prices are exclusive of taxes and delivered free to your address or valley station. The company reserves the right to change its prices at any time. Each delivery will be invoiced separately. Any changes to the applicable VAT rate will be implemented on the date mandated by the government.

5.3 The customer may benefit from discounts, rebates, refunds and other price reductions under conditions and according to the terms and conditions communicated to him by the company.

Article 6: Payment Terms

6.1 Except as specifically agreed upon in the invoice addressed to the customer, the products must be paid for in full by a single bank transfer within fifteen (20) days of the invoice date. In the case of a lump-sum payment, detailed information regarding the invoices paid must be submitted free of charge along with the payment. No discount is granted for advance payments.

6.2 Any invoice not paid by the due date will accrue interest at a monthly rate of 5% of the amount including VAT, with a late payment fee of CHF 10.00 starting with the second reminder. In addition to the original amount, the following will also apply: possible collection fees In addition, these interest and fees are legally payable upon simple request by the company from the day after the payment date stated in the invoice.

6.3. Every payment made to the company will be applied to the amounts owed to it, regardless of the reason for payment, starting with the oldest outstanding amounts.

6.4 In the event of non-payment of an invoice or a change in the customer's financial and/or legal situation that could jeopardize the company's ability to collect the debt, all outstanding claims against the customer become immediately payable, including any amounts not yet due. This applies regardless of the agreed payment method and without the need for a formal notice of default. Furthermore, the company reserves the right to demand immediate payment before delivery for each new order.

Article 7: Cancellation – Interruption – Warranty Claim

The company reserves the right to immediately and legally suspend or discontinue sales, in whole or in part, or to demand guarantees, should any change occur in the customer's financial and/or legal situation that could jeopardize its claims, in the event of violations of applicable law, and/or in the event of force majeure or events that may stop or reduce the production, transport, or delivery of the products or hinder the normal fulfillment of the sale. War, mobilization, strikes, pandemic outbreaks, machinery breakdowns, fire, and other accidents that prevent or reduce production are considered force majeure events.

Article 8: RETENTION OF OWNERSHIP CLAUSE

SOLD PRODUCTS ONLY PASS TO THE CUSTOMER'S OWNERSHIP WHEN THE AGREED PRICE HAS BEEN PAID IN FULL BY THE COMPANY.