1. Scope of Application

These General Terms and Conditions (hereinafter: “T&C”) apply to all legal transactions concluded by culturee GmbH through the sale of goods with a contractual partner (hereinafter: “customer”).

Culturee GmbH reserves the right to change the T&C at any time. The version of the T&C valid at the time of the order shall be authoritative.

Provisions deviating from these T&C shall only be valid if they have been expressly agreed upon in writing between culturee GmbH and the customer. This also applies to this provision.

 

2. Offers

All offers, price lists, descriptions, advertisements, brochures, etc. of culturee GmbH are non-binding and can be changed or revoked at any time until the conclusion of the contract, unless otherwise agreed in writing. In any case, the correction of obvious billing errors remains reserved.

The offers on the homepage do not represent an offer, but a non-binding invitation to the customer to accept a service.

 

3. Conclusion of a Contract

A contract between culturee GmbH and the customer is concluded by culturee GmbH’s acceptance of the order. The customer will then be issued an order confirmation.

The order received by culturee GmbH from the customer is binding for the latter. There is no right to cancel the order, unless otherwise agreed.

 

4. Prices and Payment

The payment of the purchase price must be made by the customer within 30 days of invoicing. Culturee GmbH reserves the right to demand an advance payment or a deposit without justification.

Unless otherwise explicitly stated, all prices are in Swiss francs (“CHF”) and net (in particular excluding applicable value added tax and excluding any other taxes or packaging and shipping costs). All payments by customers to culturee GmbH are to be made in Swiss francs. The customer is not entitled to deduct a discount or rebate form the amount to be paid unless this has been agreed in writing with culturee GmbH.

Depending on the goods, various payment methods and means are available. In any case, culturee GmbH is entitled to assume or exclude the applicability of a payment method or means of payment without justification. Any fees incurred by the choice of a particular payment method or means of payment shall be paid by the customer.

 

5. Delivery / Collection of the Goods

Delivery of the goods is only possible to Switzerland. The delivery of the goods is basically made by mail or courier. If the customer does not provide the correct address or an address where the post office cannot find the person, then the return costs charged by the post office must be borne by the customer. After handing over the goods to the post office any liability of culturee GmbH is cancelled. Thus, the culturee GmbH does not bear the transport risk.

The delivery periods offered or shown in the online store are non-binding, unless culturee GmbH has expressly assumed a guarantee for their compliance (the mere indication of the delivery period shall in no case constitute a guarantee for its compliance). If a delivery period is guaranteed and there are delays in delivery, the customer shall grant culturee GmbH a reasonable grace period of at least four weeks for performance and may then withdraw from the contract.

If instead of shipping the goods, their collection is agreed, the goods must be collected within the agreed period - if none is agreed, at the latest within 10 days from receipt of the collection invitation by the customer - at the appropriate location of culturee GmbH. If the goods are not collected within the agreed period of time, the customer is in default of payment and culturee GmbH is entitled to deposit the goods at the risk and expense of the creditor, to sell the goods in accordance with the legal provisions or to withdraw from the contract of sale.

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6. Returns

The return of goods delivered in accordance with the contract is excluded, unless otherwise agreed in writing.

 

7. Defects Liability

Culturee GmbH guarantees that the goods are free of defects and delivers them in accordance with the quality agreed in the order or any supplements. Any defects must be reported to culturee GmbH in writing immediately after receipt of the goods, but within 4 days at the latest, otherwise the goods shall be deemed free of defects and approved. Defects, which were not recognizable during proper inspection, are to be notified to culturee GmbH in writing immediately after discovery, at the latest however within 4 days. Notifications of defects are to be substantiated with corresponding photos or samples.

The statute of limitation for asserting the warranty is one year after delivery to the customer. If the goods are intended for the personal or family use of the buyer, it is two years.

All optional rights of the customer within the framework of the law on sales contracts are excluded to the extent permitted by law. If a case of justified notice of defects exists, the warranty of culturee GmbH is limited to free replacement of the defective goods, refund of the purchase price or rectification. It is at the discretion of culturee GmbH whether a rectification of defects is carried out, the purchase price is refunded, or the customer receives a free replacement for the defective goods.

The warranty is excluded in any case if the defect is due to the fault of the customer, whether through improper use or for other reasons. Furthermore, a warranty on the part of culturee GmbH is excluded.

 

8. Liability

Liability is excluded to the extent permitted by law. Culturee GmbH is liable exclusively for grossly negligent or intentional direct damage caused by the culturee GmbH. The liability for auxiliary persons of culturee GmbH is completely excluded.

The liability of culturee GmbH for all indirect damages is fully excluded to the extent permitted by law. This applies in particular to liability for lost profits or lost savings, recall costs, consequential damages, replacement acquisition costs and all other indirect damages. In no case culturee GmbH is liable for damages, which are to be led back on improper, contrary to the terms of the contract or illegal use of the product or an insufficient cooperation of the customer.

If culturee GmbH sells an item that was manufactured by a third party, culturee GmbH shall only act as an intermediary for the customer. The customer must make any liability claims directly against the respective third party. Any liability is excluded in this case.

The liability is, apart from gross negligence or intentional damage, in any case limited to the corresponding contract amount. The liability of culturee GmbH is conclusively regulated in these T&C. An assertion of any other direct or indirect damages is excluded.

 

9. Risk Assumption and Force Majeure Clause

Culturee GmbH shall bear the risk for the ordered goods until they are handed over for shipment or made available for collection, after which the risk shall pass to the customer. If the customer is in default with the acceptance of the goods or the payment, the risk shall pass to him without further ado.

If the timely fulfillment by culturee GmbH, its suppliers or third parties becomes impossible due to force majeure such as natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, economic sanctions, riots, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or pandemics/epidemics as well as related official orders, culturee GmbH shall be released from its obligation and from any liability and may withdraw from the contract without payment of compensation or damages.

 

10. Retention of Title

The goods ordered by the customer remain the property of culturee GmbH until full payment of the purchase price as well as all related claims and other due claims from the business relationship with the customer. This shall also apply if the goods have already been delivered to the customer prior to full payment of the purchase price. Pledging, transfer by way of security or further processing of the ordered goods prior to their receipt and full payment is not permitted without the written consent of culturee GmbH.

Culturee GmbH shall be entitled to make a reservation of proprietary rights in the reservation of title register.

 

11. Legal dunning and Assignment of a Claim

If the customer has not fulfilled his payment obligation in full or in part within the deadline, he is automatically in default after the expiry of the payment deadline. A default interest of 5 % p.a. will then be charged from the due date. There is no claim on the part of the customer to a prior reminder by culturee GmbH. If culturee GmbH issues reminders to the customer, the customer will be charged a handling fee of CHF 50.00 per reminder.

Culturee GmbH is entitled to assign all outstanding invoice amounts of customers in default to a company in Switzerland or abroad or to commission this company with the collection. In the event of assignment, the claim shall be asserted by the company commissioned with collection in its own name and for its own account. The assignment of the claim or the commissioning of a company will be charged to the customer with the following costs: 10 % of the outstanding amount up to CHF 20’000.00, 5 % of the outstanding amount from CHF 20’000.00.

 

12. Right of withdrawal in the Event of Default

If the customer is in default with the payment of the purchase price, culturee GmbH has the right to withdraw from the contract immediately. The customer may be notified of the exercise of the right of withdrawal by letter, email or telephone.

Irrespective of any retention of title, culturee GmbH shall also be entitled to the right of withdrawal if the object of purchase has already passed into the possession of the customer before payment of the purchase price.

 

13. Prohibition of Assignment and Offsetting

The customer is not entitled to assign rights and obligations arising from this contract without the written consent of culturee GmbH. The customer is not entitled to offset his own claims against those of culturee GmbH.

 

14. Privacy Protection

Data protection is guaranteed within the framework of culturee GmbH’s Privacy Policy.

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15. Intellectual Property Rights

The industrial property rights to the goods sold are the property of culturee GmbH or the respective owner of the industrial property rights. Neither these T&C nor any contracts have the transfer of property rights as their content unless this has been expressly agreed.

The offers, drawings, plans, descriptions, samples, and quotations including the property rights thereto shall remain the property of culturee GmbH. They may only be used in accordance with the contract and in particular may not be brought to the attention of third parties. The violation of the property rights entitles culturee GmbH in any case to a contractual penalty in the amount of the contract value. Further claims for damages remain reserved.

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16. Severability Clause

Should any provision of these T&C be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same shall apply to any loopholes in the contract.

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17. Confidentiality

Both parties, as well as their auxiliary persons, undertake to treat all information submitted or acquired in connection with the services as confidential. This obligation remains in force even after the termination of the contract.

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18. Applicable Law and Place of Jurisdiction

The contract and these T&C are subject to Swiss substantive law, to the exclusion of conflict of laws. The place of jurisdiction, insofar as permissible, is the registered office of culturee GmbH. The application of the UN Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is excluded.

 

Version 1.00, Zollikerberg, January 1, 2023