I. Scope of application
- These general terms and conditions of sale and delivery of the company Oleam, whose registered office is located in 2000 Neuchâtel (hereinafter referred to as “Oleam”) apply to all deliveries made by Oleam to purchasers (hereinafter referred to as the “Purchaser”), unless otherwise expressly stipulated in writing.
- These General Terms and Conditions of Sale and Delivery shall apply equally to future business relationships, even if they are not expressly agreed again. Any general terms and conditions of sale that differ from these terms and conditions are not recognised, even if no opposition to them has been expressly raised.
- Oleam reserves the right to change these general terms and conditions of sale and delivery at any time. The buyer shall be informed of any changes in an appropriate manner.
II. Conclusion of the contract
The contract is confirmed when the order form is signed.
III. Scope of delivery, transport and transfer of risk
- The order confirmation is decisive for the scope and execution of the delivery. The documents and data transmitted as part of the commercial process are an integral part of the contract.
- Unless otherwise agreed, the risk shall pass to the Buyer at the latest when the object of sale is made available. If the shipment is delayed due to the Buyer’s fault or due to circumstances for which Oleam is not responsible, the risk shall pass to the Buyer upon notification that the goods are ready for shipment or ready for collection.
- The Buyer shall bear all transport costs.
- Where commercial clauses are stipulated, the International Commercial Terms (Incoterms) shall apply in their current version.
IV. Delivery time and cases of force majeure
- Delivery periods shall only be binding by written agreement within the meaning of Section II and shall commence at the earliest upon receipt of all documents necessary for determining the content of the goods sold and receipt of the advance payment. A delivery period is deemed to have been met if the goods sold have been made available for dispatch or collection within the prescribed period.
- Delivery periods shall not commence and shall be appropriately extended in the event of circumstances for which Oleam is not responsible or which significantly affect the manufacture or delivery of the goods sold, in particular :
- if the order documents are subsequently modified by the Buyer with the Oleam’s consent;
- if events of any kind occur, through no fault of Oleam’s own, that impede the shipment of products, such as a strike or other circumstances affecting Oleam or its suppliers (operating incidents through no fault of Oleam’s own);
- if the purchaser is in default of performance of his contractual obligations. If a
If the adaptation of the agreement necessary due to the occurrence of such circumstances is not possible although all reasonable efforts have been made, Oleam is released from its obligation to provide the service.
- If the delivery period is extended due to the aforementioned circumstances or if Oleam is released from its obligation to perform, the Buyer cannot assert any liability claims whatsoever against Oleam. Such claims also do not exist during the delay. Oleam is obliged to inform the Buyer of the occurrence of any of the above-mentioned circumstances.
- Oleam is entitled to make partial deliveries and to issue partial invoices before the expiry of the delivery period.
- If the shipment or delivery of the sold goods is delayed at the request of the Buyer or due to circumstances which originate in the Buyer’s area of responsibility and risk, the Buyer must reimburse Oleam for the costs incurred for storage and pay interest on arrears. In the event of storage by Oleam, interest on arrears amounts to a minimum of 3 % of the outstanding invoice amount for each remaining month and starts one month after notification that the goods are ready for dispatch or ready for collection. However, Oleam is entitled, after having unsuccessfully set an appropriate period of time for the Buyer to perform, to dispose of the sold goods and to make a replacement delivery to the Buyer within an appropriate extended period of time.
- The rates in force at the date of the order shall be decisive for the setting of prices. All rates apply Place of shipment. Unless otherwise agreed, all prices are in CHF, excluding freight, insurance and statutory value added tax at the applicable rate.
- Oleam reserves the right to increase the rates appropriately if, after the conclusion of the contract, cost increases, in particular due to tariff agreements, material purchase price increases occur. These will be the subject of a justification on request of the customer.
- For orders under CHF 50, Oleam charges a minimum quantity surcharge of CHF 10. Quantities purchased in less than the indicated packaging shall give rise to a 10 % surcharge on the net value of the goods.
VI. Payment and delay
- Payments must be made to Oleam within 30 days of receipt of invoice, without discount or other deduction. All payments are to be made free of charge. In the event of special payment, the Buyer shall bear, even without express agreement, discounting, collection and other bank charges. Payments are applied first to fees, then to interest and finally to any principal arrears.
- In the event of late payment, default interest shall be charged at the statutory rate.
- The Buyer may only set off against claims that are undisputed or have been established by a final and binding judgment.
- If after conclusion of the agreement or after delivery of the sold goods it is established that the Buyer is not or is no longer solvent, for example if enforcement measures have been introduced against him or if a further deterioration of his financial situation occurs, Oleam can immediately assert the claims that are not yet due. In such cases, and if the outstanding invoices are not paid despite reminders, Oleam can demand a deposit or security for future deliveries and can declare that the delivery will only be made against cash on delivery. If the Buyer does not comply with this requirement, Oleam is entitled to withdraw from the contract or to demand immediate payment for the delivered goods. The Buyer must in this case reimburse Oleam for the costs that have been incurred up to that point, including the loss of profit.
VII. Retention of title clause
- Oleam reserves the ownership of the goods sold and delivered until full payment of the purchase price. Oleam is entitled to enter the reservation of ownership in the competent register.
- The Buyer is obliged to handle the goods sold with care.
- The Buyer may not resell the products sold by Oleam. He acquires them for his personal use.
- Oleam only gives a guarantee if this has been expressly stated in the order confirmation. Otherwise, all warranties are excluded to the extent permitted by law. If, exceptionally, a guarantee is required, the following provisions shall apply :
- The Buyer’s rights on account of possible defects presuppose that the Buyer inspects the purchased goods without delay, at the latest within 8 days, and that he notifies Oleam of any defects immediately and in writing. The limitation period for claims arising from defects is one year from delivery.
- If the purchased goods are defective, the Buyer has the following rights:
- Oleam has the right to remedy the non-performance by means of deferred performance and will enforce this by delivering faultless goods.
- The Buyer must, in agreement with Oleam, give it the necessary time and the possibility of to make any replacement deliveries that may be necessary. Otherwise, Oleam is exempt from any liability in connection with the consequences thereof.
- A guarantee is given on replacement products under the same conditions as those given for the originally purchased goods; however, it is limited in time and does not go beyond the guarantee period applicable to the originally purchased goods.
- Any further liability is excluded, within the limits of the law. In particular, there is no liability for direct or indirect, immediate or consequential damages that result from the use, failure to act or insufficient performance of the goods supplied by Oleam.
IX. Resolution of the contract of sale
- In the event of termination of the sales contract (e.g. in the event of withdrawal by one of the parties to the contract), the Buyer is obliged, without prejudice to the following provisions, to return the object of delivery to Oleam.
- In addition, Oleam can demand compensation for the use or consumption of the delivery item if the value of the delivery item has decreased between delivery and full repossession. This depreciation is calculated by the difference between the total according to the order and the actual value, which is calculated by the proceeds of the sale.
The assignment of rights and/or transfer of obligations of the Buyer arising from the contractual relationship is not permitted without the written consent of Oleam.
XI. Export control provisions
If the purchased goods are exported abroad, the buyer is responsible for compliance with the statutory provisions.
XII. Place of jurisdiction and applicable law
Swiss substantive law shall apply to the contractual relationship to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980. Subject to the mandatory places of jurisdiction under federal law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Neuchâtel.
XIII. Partial nullity
If one or more provisions of these general terms and conditions of sale and delivery should prove to be invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.