General terms and conditions of delivery & sale
Unless otherwise agreed, all offers are non-binding. Where an offer is accepted, the terms and conditions set out below shall become an integral part of the contract.
2. Delivery time
The delivery time begins to run from the date of confirmation of the order. Unless explicitly agreed otherwise in writing, no compensation may be claimed for damage suffered in connection with late delivery. A late delivery shall not authorise the recipient to reject the delivery, even if a specific delivery time was agreed.
The prices of the articles shown in the price lists are always the current prices. Unless otherwise agreed, they shall also apply to framework contracts (concluded annually). Unless otherwise specified, the Customer shall be deemed to be in default if s/he does not pay the sale prices within 30 days following the invoice date. Interest of 15% p.a. shall be due without formal notice. Univerre Pro Uva SA explicitly reserves the right to withdraw from the contract without compensation for the Customer.
4. Shipping costs
Unless explicitly specified otherwise, prices are understood to be free domicile, with the exception of deliveries smaller than six pallets. A contribution to applicable taxes, such as the HGVC (heavy goods vehicle charge), remains reserved.
5. Framework contracts
In the case of framework contracts, the delivery request must be made within twelve months unless otherwise specified. Once this period has elapsed, Univerre Pro Uva SA reserves the right to increase prices, collect storage fees and demand that orders be paid for in full. Unless otherwise specified, Univerre Pro Uva SA is entitled to manufacture the entirety of the order at once.
If the quantity of goods actually delivered is smaller than the annual fixed quantity, Univerre Pro Uva SA reserves the right to modify the agreed price in accordance with the quantity actually delivered.
In the event of default by the Customer, Univerre Pro Uva SA reserves the right to refuse to deliver the balance of goods ordered, or to demand guarantees for the remaining quantities as well as additional damages and interest.
Univerre Pro Uva SA accepts no liability in the event that it is not possible to supply the confirmed quantities.
6. Transport risks
Goods are transported at the Customer’s risk, with the exception of free deliveries.
7. Scope of application
These conditions shall apply for the full duration of the contractual relationship with Univerre Pro Uva SA and the Customer shall explicitly accept this.
These conditions shall take precedence over the terms and conditions of purchase or the contractual conditions, unless explicitly specified otherwise in writing.
8. Intellectual property
The Customer shall assume all liability to third parties in connection with intellectual property legislation. Univerre Pro Uva shall not be required to verify third-party intellectual property rights; the Customer shall release Univerre Pro Uva SA from all liability and undertakes to fully compensate Univerre Pro Uva SA for any damage that may be caused to it as a result.
9. Exclusion of liability for indirect damage
Univerre Pro Uva SA shall accept no responsibility for indirect damage resulting from a contractual violation (in particular loss of usefulness of a product, loss of profits, loss of content, damage to image, etc. as a result of defective delivery), subject to the mandatory statutory provisions.
10. Cases of force majeure and exceptional events
In cases of force majeure and exceptional events, such as strikes, mass redundancies, fire, unforeseeable cessation of production, war, civil war, sabotage, mobilisation, etc., affecting Univerre Pro Uva SA or its suppliers of raw materials, energy, etc., Univerre Pro Uva SA shall be released from its obligations with regard to delivery and pricing, within the limits of the consequences of these events, without being required to face or pay damages, penalties or other losses.
11. Retention of title
All goods shall remain the property of Univerre Pro Uva SA until the agreed price has been paid in full, insofar as this retention of title is authorised by law in the field of application relating to the goods. If the law does not permit the retention of title but permits Univerre Pro Uva SA to retain other rights relating to the goods, Univerre Pro Uva SA may exercise all of the rights in question. The Customer undertakes to assist Univerre Pro Uva SA in the measures taken by the latter to protect its right of ownership or other rights relating to the goods. In particular, Univerre Pro Uva SA shall be entitled to make an entry in the register of proprietary rights where it deems this to be necessary.
12. Product monitoring
The Customer shall bear sole responsibility for carefully examining the goods supplied by us (general-purpose and multi-purpose) and designed by Univerre Pro Uva SA. In particular, the Customer must remove used or damaged glass packaging from use, at the Customer’s own cost. Single-use glass packaging is intended for one-time use only.
The Customer must ensure that the products delivered are treated with due care (deposit, safety precautions, storage, insurance, checks, etc.).
Clauses relating to the glass industry/closing mechanisms
In the case of special products, over-supply or under-supply shall be permitted as long as this does not exceed 10% of the quantity ordered.
14. Execution and quality
The legal tolerances in force within the industry and the supplementary special technical requirements shall be applied in respect of weight, content, dimensions and colour. The tolerance values of the company producing the goods shall be decisive. Specific supplementary requirements shall be applied to personalised projects, including requirements pertaining to decoration and washing.
Visible defects must be reported within eight days following receipt of the goods and must be accompanied by the pallet delivery sheets from our deliveries. No liability shall be accepted for glass breakage of any kind that occurs during transport and before or after use of the bottles and containers. If defects on the containers or closing mechanisms are discovered only during filling, this should be reported immediately in writing to Univerre Pro Uva SA and filling should be stopped. Complaints may only be made for glass breakage resulting from defects in the glass itself and, provided that no other provision has been agreed, if the breakage rate exceeds five items per thousand of the delivered quantity. In the event of a justified complaint, Univerre Pro Uva SA reserves the right, at its own discretion, to replace the defective goods with fault-free goods, or to grant a fair reduction in the price. Complaints relating to packaging must be noted immediately in writing on the delivery note upon receipt of the goods.
16. Moulds, models, litho plates and tools
The tools required to manufacture the glass packaging, as well as the corresponding plans, shall remain the property of Univerre Pro Uva SA at all times. The Customer may not request delivery of these, even if s/he has contributed to the cost of these tools. The same shall also apply to moulds and graphics sources, unless otherwise agreed. In other matters, reference is made to Article 8 above.
For all deliveries by truck, an equivalent number of standard pallets in perfect condition must be given to the truck driver in exchange. If the Customer comes to collect the goods, the pallets to be exchanged must be brought to the depot. Pallets that are not exchanged shall remain the property of Univerre Pro Uva SA as loaned goods. The packaging material that is to be returned, such as Euro pallets, VMF pallets, layer pads, frames etc. must be sent to Univerre Pro Uva SA delivery paid within 90 days. Once this period has elapsed, an invoice may be issued for the material.
18. Colours of decorated glass
No complaints shall be accepted if the printing has been carried out in accordance with the model (print, design, colouring) that was approved and countersigned by the Customer, taking the usual tolerances into consideration. Furthermore, Univerre Pro Uva SA accepts no liability for variations in shading and centring of the print that are standard within the industry.
19. Washing services for glass packaging
With regard to washing services for bottles/containers (intended for holding wine and other beverages), liability shall be limited to damage caused to the content, not to the container, provided that liability is confirmed through an analysis by the cantonal laboratory and was caused by improper washing. Compensation shall correspond to the cost price of the damaged content.
20. Project and preliminary studies
In principle, Univerre Pro Uva SA shall invoice for the preliminary studies, plans etc. that it draws up and executes. Any related intellectual property rights shall remain the property of Univerre Pro Uva SA, which shall have the right to exercise them. The Customer shall be bound by secrecy in all cases with regard to third parties. In the event that this confidentiality clause is violated, the Customer shall be required to provide reimbursement for any damages, harms and wrongs caused to the seller.
21. Marketing conditions
Unless otherwise agreed, Univerre shall be entitled to use the Customer’s name and logo and the projects completed for the Customer as a reference in its advertising material (website, catalogues and brochures).
22. Distribution packaging
The distribution packaging must be modified so that the packages are not damaged. In particular, there must be no contact between the bottles.
23. Applicable law and place of jurisdiction
In all cases, the contractual relationship between the Customer and Univerre Pro Uva SA shall be governed exclusively by Swiss law. In the event of a dispute, the place of jurisdiction shall be exclusively at the ordinary courts of the registered office of Univerre Pro Uva SA in Sierre (Valais, Switzerland). The parties explicitly agree to the exclusion of the provisions of the Vienna Convention on the International Sale of Goods and waive any personal or commercial jurisdiction, the applicable law being at the seller’s registered place of business.