General Conditions of Sale and Supply
1. Scope of application
These General Conditions of Sale and Supply apply to the sale of products by Phytaxis SA, Weingartenstrasse 11, 8803 Rüschlikon, Switzerland ("Phytaxis")
By placing an order, the customer accepts these Conditions of Sale and Supply as a constituent part of the contract. General business terms and conditions of the customer are not constituent parts of the contract. Deviations to these General Conditions of Sale and Supply shall require the written form in order to be deemed valid.
2. Orders
The ordering of products from Phytaxis can be effected by E-mail, post, electronically via the online shop, or by telephone to the Phytaxis Orders Department or a location designated by Phytaxis.
Phytaxis accepts no liability for operational interruptions or illegal interventions in the customer’s IT system or that of a third party caused by transmission errors, incorrect services, technical defects or deficiencies and faults.
Orders placed are deemed to constitute binding acts of ordering and may only be cancelled with the agreement of Phytaxis.
3. Prices and costs of delivery, payment conditions
Phytaxis are entitled to amend the prices for the products at any time and without prior notice. The prices shall apply as published by Phytaxis at the time of the placing of the order. Value Added Tax, delivery supplements for small quantities, and supplements for express deliveries or other special requirements on the part of the party placing the order shall be invoiced additionally.
Any agreed discounts and other advantages shall be disclosed clearly in the invoice. The invoices issued by Phytaxis are due for payment within 30 days of the invoice date, without deduction. In the event of delay in payment, arrears interest of 6% p.a. shall be incurred. The right is reserved to claim further costs. Phytaxis reserve the right to provide deliveries only against payment in advance.
The customer is not entitled to offset claims against Phytaxis claims by Phytaxis against the customer.
4. Delivery
Phytaxis undertake no guarantee that the products ordered by the customer are available in the desired quantity and at the desired time.
Orders placed by [12.30] on a working day will, as a rule, be sent for dispatch within 2 working days. Details relating to delivery schedules are not binding, however, unless, in exceptional cases, a binding delivery time has been expressly agreed.
In the event of more extensive delays in delivery and delivery bottlenecks, Phytaxis will inform the customer of the situation. In such cases the customer may cancel the order. Claims for compensation due to delays in delivery and delivery bottlenecks are excluded.
5. Transfer of right of benefit and risk
Right of benefit and risk shall be transferred to the customer as from the dispatch of the products from the Phytaxis depot (EXW).
6. Inspection, complaints
The customer is required to inspect each delivery immediately upon receipt, and to notify Phytaxis of any deficiencies or deviations from the order forthwith, and in any event at the latest within three working days from receipt of the delivery, in writing. Deficient products and incorrect deliveries are to be returned in accordance with the instructions from Phytaxis. In the event of a complaint not being made within the time indicated, the products supplied shall be deemed to have been accepted. Phytaxis are prepared, if notification is given in due time of deficient products and incorrect deliveries (incorrect products or incorrect quantities), to provide replacement or reimburse payments which have already been made, provided that the incorrect or excessive supplied products are returned in perfect condition, i.e. not contaminated, damaged, or broken.
7. Prohibition of change or modification, storage conditions
The products supplied may only be issued and resold in the original packaging and without any changes or modifications. The customer is not entitled to undertake any changes or modification to the products.
The customer undertakes to store the products in the specified manner. Any products which are not stored in the specified manner or are out of date must not be issued or resold.
8. Liability
Phytaxis shall only be liable for damages which the customer has incurred due to gross or wilful negligence on the part of Phytaxis.
9. Force majeure
In the event of an instance of force majeure (e.g. natural disasters, war, epidemics, accidents) and similar circumstances, which affects the operation of Phytaxis or of suppliers or vicarious agents and renders the performance of a delivery impossible or substantially difficult, Phytaxis shall be entitled to cancel an order without obligation to reimbursement.
10. Data protection
Phytaxis shall process personal data relating to the customer in respect of the fulfilment of the order, the issue of the invoice (including checking on creditworthiness), marketing, and maintaining of customer relations. Further information relating to the processing of personal data is provided in the data protection declaration.
11. Concluding provisions
Phytaxis shall be entitled to amend these present General Conditions at any time. In this event, it shall be incumbent on Phytaxis to make the amendments known in an appropriate manner. By the placing of the next order the customer shall be deemed to have approved the amendments.
12. Applicable law and place of jurisdiction
These General Conditions of Sale and Supply, and all orders and deliveries, are subject to Swiss law, with the exclusion of the Convention relating to international contracts for the sale of goods.
Exclusive place of jurisdiction is the place of domicile of Phytaxis SA. Phytaxis SA shall further have the right to claim against the customer at any other court of jurisdiction, in particular at the domicile or place of residence of the customer.
Rüschlikon, 26.10.2022
Phytaxis SA, Weingartenstrasse 11, 8803 Rüschlikon, Switzerland
The foregoing document is a translation of the German “Allgemeine Verkaufs- und Lieferbedingungen”, General Conditions of Sale and Supply. In the event of any doubt, the German original shall take precedence.