General Terms and Conditions for the online shop at https://verasano.ch/
(with information for customers who are not consumers)
The general terms and conditions set out below also contain the information prescribed by law under the regulations regarding electronic commerce agreements.
General, scope of application
1.1 These General Terms and Conditions of Business (the “Terms”) apply to all contracts concluded via the online shop at www.verasano.com (“Online Shop”) between WM Global Resource Solutions GmbH (hereinafter also “we” /”us”) with entrepreneurs , legal entities under public law or special funds under public law (“Customer”).
1.2 Our Terms apply exclusively. Any deviating, contradictory or supplementary general terms and conditions of the Customer only form part of the contract if and to the extent that we have expressly consented to their application. This requirement for consent applies in any event and, for example, even if we carry out delivery to the Customer without reservation while being aware of its general terms and conditions.
Registration, order and conclusion of contract
2.1 To order goods via the Online Shop, it is necessary to create a free password-protected user account. The information required to be provided for this by the Customer has to be true.
2.2 All offers in the Online Shop are subject to alteration and non-binding.
2.3 Before placing a binding order, the Customer can place individual goods in the shopping basket without obligation. The Customer can view the contents of the shopping basket at any time without obligation. The Customer can remove the goods placed in the shopping basket at any time.
2.4 If the Customer wishes to purchase the goods in the shopping basket, the Customer clicks the button ”Check Out”. In the next step, the Customer is shown the customer-related information stored in the Customer’s user profile. Here, the Customer has the possibility to change the delivery address for the order. Then, the Customer can select the type of shipment for his delivery and the desired payment method. By clicking the button ”Pay Now”, the Customer completes the ordering process. The Customer’s order is deemed a legally binding contractual offer.
2.5 Unless stated otherwise in the order, we are entitled to accept the contractual offer within two (2) weeks of receipt.
2.6 A contract is deemed concluded only upon our acceptance of the Customer’s order. We will accept the order in writing (Textform) (e.g. by confirming the order by email or notification of dispatch). Receipt of your order will be confirmed by automated e-mail immediately after the sending of your order; this does not constitute acceptance of the contract by us.
2.7 The contract is concluded in English. The Customer’s order is stored by us and can be accessed by the Customer via the password-protected user account. In the user account, the Customer can also manage the Customer’s data and view order information. We will also send you the contract documents by e-mail upon conclusion of the contract. We are under no obligation to provide you with any order information or contractual documents beyond that.
Terms of delivery
3.1 The delivery time is specified in the Online Shop. If this is not the case, the delivery time is approximately 2 (two) weeks from the conclusion of the contract.
3.2 If we are unable to meet binding delivery dates for reasons for which we are not responsible (unavailability of performance), we will inform the Customer of this without undue delay, stating a new delivery time which is appropriate in the circumstances. If performance is not available anymore at all or not available by the new delivery date either, both parties are entitled to rescind the contract completely or partially; we will reimburse any consideration already provided by the Customer without undue delay.
3.3 The requirements for default in delivery are determined by the applicable statutory provisions, however, a written warning notice from the Customer is always required.
3.4 We deliver ex works from our UK Warehouse which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the Customer, the goods will be shipped to the address provided in the ordering process (sales shipment (Versendungskauf)). Unless agreed otherwise, we are entitled to determine the type of shipment (in particular transport company, shipment route, packaging) ourselves.
3.5 The risk of accidental loss and accidental deterioration of the goods passes to the Customer at the latest upon handover. In the case of a sales shipment, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay already passes to the Customer upon delivery of the goods to the forwarding agent, freight forwarder or any other person or institution designated to execute the delivery. If formal acceptance of the goods has been agreed, such acceptance is authoritative for the passing of risk. Handover or acceptance of the goods is deemed to have taken place if the Customer is in default of acceptance.
Prices and payment terms
4.1 The prices applicable are those valid at the time the contract is concluded as stated in the Online Shop. The Customer bears the shipping costs; the shipping costs are indicated to the Customer in the Online Shop.
4.2 Any customs duties, fees, taxes and other public charges are borne by the Customer.
4.3 The payment terms are indicated in the Online Shop. If that is not the case in an individual case, the purchase price is due for payment immediately when the order is placed.
4.4 The Customer will be in default upon expiry of the agreed payment term. We reserve the right to assert default damage, i.e. in particular the expenses required for bringing action.
4.5 The Customer has set-off or retention rights only to the extent that the Customer’s claim has been finally established by a court of law, is undisputed or is based on the same contractual relationship.
Reservation of title
5.1 The goods will remain our property until fully paid. We are entitled to register our title at the competent property register. If the Customer acts in breach of contract, in particular fails to pay the due purchase price, we are entitled in accordance with the applicable statutory regulations to rescind the contract and/or to demand return of the Goods on the basis of reservation of title. The demand for return of the goods does not at the same time include any declaration of rescission; rather, we are entitled to only demand return of the goods and to reserve the right to rescind the contract. If the Customer fails to pay the due purchase price, we may only assert these rights if we have previously set the Customer an appropriate deadline without success or such setting of a deadline can be dispensed with in accordance with the applicable statutory regulations.
5.2 If the Customer resells the goods subject to reservation of title during the normal course of business, the following provisions apply in addition: As security, the Customer hereby already assigns to us the claims against third parties arising from the resale of the goods or the product. We accept this assignment. The Customer, besides us, remains authorised to collect the claim until revocation of this authorisation. If the realisable value of all collateral exceeds our claims by more than 10%, we will release the collateral of our choice at the Customer’s request.
Rights in the event of defects
6.1 Unless otherwise provided below, the applicable statutory provisions apply to the Customer’s rights in the event of material defects or defects in title (including incorrect or short delivery).
6.2 The basis of our liability for defects is above all the agreement on the quality of the goods. The product specifications in the Online Shop are deemed agreements on the quality of the goods. We do not, however, assume any liability for public statements made by third parties (e.g. advertising claims), unless the Customer has informed us that these statements of the manufacturer or third party are decisive for the Customer for the purchase. Insofar as the assessment of the defectiveness depends on compliance with public-law requirements including product-related obligations, only the relevant regulations applicable to the marketability of the goods within Switzerland apply as a standard. Any deviating requirements abroad – including the product’s destination country – are relevant only if this has been expressly agreed in the individual case.
6.3 The Customer’s rights in the event of defects require that the Customer has met its statutory inspection and defect notification obligations. The Customer or a third party designated by the Customer must carefully inspect the goods without undue delay after delivery. With respect to obvious defects or other defects which would have been recognisable in a careful inspection without undue delay after delivery (including incorrect and short deliveries), the goods are deemed to have been approved by the Customer if we do not receive written notification of defects within 10 (ten) business days of delivery. With regard to other defects, the goods are deemed to have been approved by the Customer if we do not receive notification of defects within 10 (ten) business days of the point in time when the defect became apparent; however, if the defect was already obvious at an earlier point in time during normal use, such earlier time is decisive for the commencement of the period for giving notification of defects.
6.4 If the item delivered is defective, we can first of all choose whether we provide subsequent performance by rectifying the defect (repair) or by delivering an item free of defects (replacement delivery). Our right to refuse subsequent performance subject to the applicable statutory requirements remains unaffected.
6.5 If subsequent performance has failed or if a reasonable deadline for subsequent performance to be set by the Customer has expired without any result or can be dispensed with in accordance with the applicable statutory regulations, the Customer can rescind the purchase agreement or reduce the purchase price. No right of rescission exists, however, in the case of insignificant defects.
6.6 The Customer’s claims to damages or reimbursement of futile expenses also exist for defects only in accordance with clause 7 and are otherwise excluded.
7.1 Unless these Terms including the following provisions state otherwise, we are liable in the event of any breach of contractual and non-contractual obligations in accordance with the applicable statutory provisions.
7.2 We are liable for damages – based on whatever legal grounds – in the event of fault caused by willful intent or gross negligence. In the event of simple negligence, we are only liable
7.2.1 for damage based on injury to life, limb or health,
7.2.2 for damage based on a not insignificant breach of a material contractual obligation (obligation whose performance makes the proper execution of the contract possible in the first place and on the performance of which the other party usually relies and may rely); in this case, however, our liability is limited to compensation for foreseeable damage which typically occurs.
7.3 The limitations of liability resulting from clause 7.2 also apply to breaches of duty by or in favour of persons for whose fault we are responsible pursuant to the applicable statutory regulations. They do not apply where we have fraudulently concealed a defect or assumed a guarantee for the quality of the goods and to any claims of the Customer under the Swiss Product Liability Act.
7.4 The Customer can rescind or terminate the contract due to any breach of duty other than a defect only if we are responsible for such breach. The Customer has no right to terminate the contract for convenience. In all other respects, the statutory requirements and legal consequences apply.
8.1 In deviation from Section 210 para. 4 Swiss Code of Obligations, the general limitation period for claims due to material defects or defects in title is 1 (one) year commencing upon delivery.
8.2 However, any damage claims which the Customer may have under clause 7.2 sentence 1 or clause 7.2.1 or under the Swiss Product Liability Act, become statute-barred only in accordance with the statutory limitation periods.
Choice of law and jurisdiction
9.1 Swiss law applies to the exclusion of any conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The statutory provisions restricting the choice of law and the application of mandatory provisions remain unaffected. The requirements and effects of the reservation of title are governed by the law applicable at the place where the relevant item is located.
9.2 All disputes arising out or in connection with this Agreement shall be settled by the court having jurisdiction of WM Global Resource Solutions GmbH’s place of business. We shall also be entitled to sue you before any court having jurisdiction over the latter. Further, we are also entitled in all cases to file legal action at the place of performance as defined in these Terms or in an individual agreement taking precedence or with the courts which have general jurisdiction for the Customer. Statutory regulations which take precedence, in particular with respect to exclusive jurisdiction, remain unaffected.