General terms and conditions

1. General / Scope of application

The offers of IMPAG are subject to change.

These General Terms and Conditions govern the conclusion, content and execution of contracts for the purchase of various raw materials and active ingredients as well as related services (e.g. maintenance, inspections) by IMPAG.

To the extent that individual agreements, individual delivery conditions, the general purchasing conditions and the following general terms and conditions do not contain divergent rules, the regulations of the Swiss Code of Obligations apply. The United Nations Convention on Contracts for the International Sale of Goods is excluded. By placing an order or accepting the goods and/or confirming the offer, the buyer or customer agrees to the conditions listed below.

Deviating conditions of the buyer apply only with the express written approval of IMPAG. General Terms and Conditions sent by the buyer in orders or order confirmations are explicitly not approved by IMPAG. Conflicting provisions in the terms and conditions of IMPAG and the buyer do not affect the validity of the contractual relationship.

2. Deliveries / Place of fulfillment

The scope and extent of the services owed are determined by the order confirmation or service or maintenance contract.

If ICC Incoterms are used, the current official application rules of the ICC (International Chamber of Commerce) apply as an integral part of the contractual relationship.

Unless otherwise agreed or regulated differently by individual conditions, IMPAG determines the method of shipment and the freight forwarder. The goods travel, even if shipped carriage-free, at the buyer's expense and risk. IMPAG is not liable for the actions and omissions of the freight forwarder, its personnel or subcontractors and any resulting damages to the buyer’s goods, however they occur.

In the event of late or non-fulfillment due to force majeure, such as war, pandemics, epidemics, governmental orders, international economic sanctions and other unforeseen events, IMPAG is not liable.

Unless otherwise agreed or regulated differently by individual conditions, Zurich is deemed the place of fulfillment.

3. Services

The services to be provided are determined by the order confirmation from IMPAG. IMPAG is entitled to involve third parties to fulfill its contractual obligations. IMPAG provides the customer with a report on the results of the maintenance or inspection it has determined.

4. Prices / Compensation / Delay

The agreed prices are based on the price quotations, currency exchange rates, freight, customs and insurance rates, as well as import, export, transit and other duties valid at the time of concluding the transaction. Therefore, IMPAG expressly reserves the right to invoice the buyer or customer for any changes in these rates and duties that occur after the conclusion of the transaction. Shipments, for which Rhine transportation is planned, are subject to navigational conditions; The buyer bears the costs of low water, high water, and ice surcharges.

The purchase price or compensation is due for payment within the period specified in the purchase or service or maintenance contract. In case of payment delay, default interest is due on the purchase price or the remuneration without a reminder. The interest is calculated at the usual rate for uncovered current account credits of the bank, but at least 5% per annum. Furthermore, IMPAG reserves the right to withdraw from the contract in case of delays in payment by the buyer, even after delivery has already been executed.

5. Obligation to accept / Delay in acceptance

The buyer is obliged to accept the delivery made in accordance with the contract as well as a partial delivery. The acceptance of the delivery can only be refused in the case of serious defects. In the event of a delay in acceptance, the risk is transferred to the buyer in any case. IMPAG is free to redeliver or to cancel the delivery. In any case, it retains the claim for payment of the purchase price.

6. Warranty 

In the event of a defective delivery, the buyer is entitled to rectification or replacement. Conversion and reduction are excluded. To the extent legally permissible, any additional warranty obligations, including liability for further damages, are waived.

7. Requirement to give notice, complaints and statute of limitations

The buyer must check the goods immediately upon receipt. Any complaints must be made immediately. If the immediate complaint is prevented without fault, it must be made within eight (8) days of receiving the goods. Complaints must be made in writing and must list the asserted defects in detail. Unless otherwise agreed or regulated differently with individual conditions, warranty claims expire within six months after receiving the goods.

8. Customs regulations

All goods are subject to the customs regulations of the Federal Office for Customs and Border Security in effect at the time of delivery with regard to their use and resale. The buyer undertakes to indemnify IMPAG in full in the event of a subsequent demand for customs duties by the Federal Office for Customs and Border Security, which is particularly due to a false declaration by the buyer.

9. Security 

If IMPAG becomes aware of payment and liquidity problems of the buyer or customer after the conclusion of the sale or corresponding contract, it is entitled to demand security for the purchase price or the agreed remuneration (payment guarantee / advance payment or similar). This also applies before the execution of a delivery or an order.

10. Retention of title

IMPAG retains ownership of the delivery until the full payment of the purchase price. It is entitled to have the retention of title registered in the retention of title register at the buyer’s location. This reservation also extends to processed goods as far as legally permissible.

11. Liability 

IMPAG is only liable to the buyer or customer for damages caused intentionally or by gross negligence. There is no further liability. Mandatory legal regulations are reserved, especially according to the product liability law.

12. Data protection 

IMPAG commits to comply with the regulations of the Swiss Data Protection Act. It takes appropriate organizational and technical measures to ensure adequate data security. 

Personal data is processed and disclosed to third parties as far as it is necessary for the fulfillment of contractual obligations.

13. Applicable law / Jurisdiction

Applicable law is Swiss law. The exclusive jurisdiction is Zurich.