1. General provisions/scope of application
The purpose of these General Terms and Conditions of Sale and Delivery (hereinafter referred to as the T&Cs) is to govern the commercial relationship between the Customer and Univerre Pro Uva SA.
They form an integral part of all offers and shall apply for the entire duration of the contractual relationship with the Customer, even if not expressly referred to.
They are published and can be viewed on our website. As such, they are deemed to be known and expressly and unconditionally accepted by the Customer when placing an order. The Customer further unconditionally accepts the standard terms and conditions of the glass-making industry, which also apply to its contractual relationship with Univerre Pro Uva SA (see point 11(b) below in particular).
These T&Cs take precedence over the provisions of the Swiss Code of Obligations to the fullest extent permitted by law. They also take precedence over any other divergent, conflicting or complementary terms and conditions, even if known. Where applicable, the Customer agrees to waive its own general terms and conditions in favour of these T&Cs. Any deviation from these T&Cs shall only be valid if expressly accepted by Univerre Pro Uva SA, in writing, prior to concluding the contract.
Univerre Pro Uva SA reserves the right to amend these T&Cs at any time without notifying the Customer in advance. Any amendments will enter into force on publication of the new T&Cs on the website. The version of the T&C’s applicable to the contract is the one published on the website at the time the contract is concluded.
2. Offer/conclusion of contract
All offers in our catalogues and brochures, on our website or similar are neither binding nor restrictive. The information and prices published through our communication and advertising channels are purely indicative and cannot be guaranteed. The product range may be changed at any time and without prior notice, and Univerre Pro Uva SA is under no obligation to stock all the products presented in its catalogues, brochures, website, etc.
By placing an order, the Customer expressly declares that it wishes to purchase the goods ordered. Unless otherwise agreed in writing by Univerre Pro Uva SA, the Customer’s offer is, upon receipt, fixed and irrevocable. Univerre Pro Uva SA has two weeks from receipt to accept the Customer’s offer. The Customer may be informed that its offer has been accepted either in writing or by email.
3. Termination of contract
Univerre Pro Uva SA expressly reserves the right to withdraw from the contract at any time. Termination of the contract shall not entitle the Customer to any compensation.
4. Prices/transport costs
a. Prices
Catalogue prices (online or on paper) are not binding and cannot be guaranteed. They are listed in CHF (Swiss francs) and are exclusive of VAT and any other levies (prepaid disposal fees, etc.).
The price shall be deemed fixed on acceptance of the Customer’s offer. However, the Customer grants Univerre Pro Uva SA the right to make price adjustments unilaterally and without prior notice in the event of any unforeseen increases in costs (in particular energy costs, etc.) encountered by Univerre Pro Uva SA after conclusion of the contract, no matter what the cause thereof.
b. Transport costs
Unless expressly agreed otherwise, for deliveries of six pallets or fewer prices quoted are net ex-works. The Customer will be charged in addition for the actual delivery costs, including the heavy goods vehicle charge and other statutory levies.
For deliveries of six pallets or more within Switzerland there is no charge for delivery, with the exception of the heavy goods vehicle charge and other statutory levies.
Shipping costs for deliveries outside Switzerland are always charged. Deliveries outside Switzerland may also be subject to additional taxes, fees, levies and customs duties. These are not included in the price and must be paid directly by the Customer.
5. Delivery
a. Delivery times
Univerre Pro Uva SA will make every effort to uphold and meet the agreed delivery deadlines and dates; these apply from the time the order is confirmed, provided the Customer has supplied all the information required for delivery. Nonetheless, delivery times do not represent a contractual commitment, nor are they binding. Unless expressly agreed in writing in deviation from these T&Cs, failure to meet delivery times shall not entitle the Customer to terminate the contract, claim damages and interest or make any other claims of any kind.
The Customer will, however, be informed if delivery times are extended. Wherever viable, priority will be given to partial deliveries.
In the event of refusal to accept delivery, the Customer shall bear all costs arising therefrom.
b. Customised products
In the case of contracts for customised products, delivery is agreed to be on demand. The Customer undertakes to request delivery within the agreed deadlines. If no time limit is agreed, the on-demand delivery period shall run for a maximum of six months from the date of conclusion of the contract. If the Customer fails to observe the deadline, Univerre Pro Uva SA shall be entitled to demand that the contract be fulfilled with immediate effect and reserves the right to invoice the Customer for the remaining balance of any undelivered items plus the costs of storage, logistics and disposal of the customised products. If Univerre Pro Uva SA’s suppliers increase their prices before the Customer places a (partial) delivery order, these price increases shall apply to any remaining (partial) deliveries.
c. Packaging
Deliveries are made on pallets. An equivalent number of standard pallets must be returned in perfect condition in exchange for each delivery. Any pallets not returned will be invoiced to the Customer. Until payment is made, these pallets shall remain the full property of Univerre Pro Uva SA and constitute a loan to the Customer.
A list of the packaging materials to be returned to Univerre Pro Uva SA will be drawn up (euro pallets, industrial pallets, spacers, frames, etc.) and these materials must be returned to Univerre Pro Uva SA within 90 days of delivery free of charge. After 90 days, the Customer will be invoiced for these materials at the purchase price.
d. Unloading
Deliveries will be made to the address indicated by the Customer, which must be easily accessible for transport vehicles. In the absence of a delivery address, the place of delivery will be the Customer’s registered office.
If, after notification, neither the Customer nor a representative is present at the place of delivery, unloading shall be deemed to constitute proper delivery of the goods.
6. Force majeure
In the event of a force majeure event, including, but not limited to, strikes, mass redundancies, cessation of activity, fires, unforeseeable production downtimes, lockdowns due to pandemics or epidemics, war, civil war, sabotage, military mobilisation, disruption to operations or the transport network, or any other unforeseeable event beyond its control which impacts on Univerre Pro Uva SA or one or more of its suppliers of raw materials, energy, etc., Univerre Pro Uva SA shall be released from its price and delivery commitments, and even its entire obligation to perform the contract in cases where delivery is not possible, without any need to pay compensation of any kind.
7. Framework contracts (annual agreements)
For framework contracts (annual agreements), delivery is agreed to be on demand. Unless agreed otherwise, delivery must be requested within the calendar year in which the contract is concluded. At the end of this period, Univerre Pro Uva SA is entitled to demand that the contract be fulfilled with immediate effect and, in particular, to demand full payment for the order. It also reserves the right to charge storage fees and, where applicable, recover any costs associated with the disposal of goods.
The Customer grants Univerre Pro Uva SA the right to make price adjustments unilaterally and without prior notice in the event of any unforeseen increases in costs encountered by Univerre Pro Uva SA after the conclusion of the contract, no matter what the cause thereof.
If the quantity of goods actually delivered is less than the annual order amount, Univerre Pro Uva SA reserves the right to adjust the agreed price in line with the quantity actually delivered.
The Customer permits Univerre Pro Uva SA to manufacture and deliver the entire order at one time.
Univerre Pro Uva SA assumes no liability in the event that it proves impossible to deliver the requested order volumes, regardless of the reason for this.
8. Transfer of risks and rewards
a. Packaging
The Customer must adapt its packaging to prevent any damage to glass products (in particular ensuring there is no contact between glass products).
b. Transport risks
Where delivery is made free of charge, transfer of risks and rewards occurs on unloading of the goods at the address indicated by the Customer, in accordance with the provisions set out in point 5(d) above.
In all other cases risks and rewards are transferred to the Customer on dispatch of the delivery, and goods are transported at the Customer’s risk.
This is without prejudice to any specific mandatory provisions to the contrary prescribed in law.
9. Payment
a. Payment term
The Customer agrees to receive invoices, credit notes and reminders in electronic or paper format.
The payment term is 30 days net from the date of invoice. Depending on circumstances, Univerre Pro Uva SA may request payment in cash, a down payment, a guarantee or payment in full before the end of the payment term.
Once the payment term has expired, the Customer will be formally notified of this fact without any additional warning. Univerre Pro Uva SA shall then be entitled to demand payment of default interest at 15% p.a. Any reminder fees and costs of legal proceedings shall be borne by the Customer.
If the Customer is in default, Univerre Pro Uva SA may suspend future deliveries until the amount owing has been paid in full or require guarantees for any remaining order volumes. Failing this, it may withdraw from the contract. This is without prejudice to the right to claim additional damages and interest.
b. Retention of title
All goods shall remain the property of Univerre Pro Uva SA until payment is made in full. In particular, the parties expressly agree to a retention of title clause applicable to all contracts concluded between them to the effect that the Customer does not acquire ownership of goods upon transfer into its possession, but only upon full payment of the price agreed. Univerre Pro Uva SA is therefore authorised, unilaterally and at its own expense, to register this reservation of title clause within the meaning of Article 715f of the Swiss Civil Code with the competent authority. Once payment has been made in full, Univerre Pro Uva SA undertakes to have this retention of title removed.
10. Intellectual property
a. Plans and preliminary studies
Univerre Pro Uva SA will invoice for any preliminary studies, plans, etc. it compiles. Any related intellectual property rights shall remain the property of Univerre Pro Uva SA, as shall the right to dispose of them.
b. Moulds, models, litho plates and tools
Any moulds, models and tools developed and manufactured by Univerre Pro Uva SA for the production and manufacture of glass packaging products in accordance with the Customer’s specifications, as well as the corresponding plans, shall, without exception, remain the full and complete property of Univerre Pro Uva SA. The Customer may not, under any circumstances, demand that ownership be transferred, even if it has contributed directly or indirectly to the manufacturing costs for these products. Moreover, it may not under any circumstances restrict the ability of Univerre Pro Uva SA to manufacture products for other Customers using the same tooling.
c. Intellectual property rights
Intellectual property rights held by Univerre Pro Uva SA in respect of information, documents, procedures, data, samples, items, plans, tools, etc. made available to the Customer are and shall remain the exclusive property of Univerre Pro Uva SA. No intellectual property rights shall be assigned by virtue of these T&Cs. Where these items and documents are subject to copyright, Univerre Pro Uva SA expressly retains this copyright.
11. Warranty for defects/liability
a. Defects
Univerre Pro Uva SA warrants that the goods have the promised qualities, are free from any defects that diminish their value or suitability for their intended use and meet the service requirements and other prescribed specifications. This is without prejudice to the provisions set out in points 11(b) and (c) below.
However, liability is excluded for any damage resulting from inappropriate use, careless handling, failure to comply with the instructions for use and maintenance, natural wear and tear, ageing of the equipment, improper use or any other reason beyond the control of Univerre Pro Uva SA.
b. Clauses specific to the glass industry
Quantities
With customised items, a surplus or shortfall of up to 10% of the order volume is permitted.
Manufacturing and quality.
Statutory and industry tolerances, and where applicable specific additional technical specifications, apply with regard to weight, content, dimensions and colour. The manufacturer’s tolerance values are final. Specific additional specifications may apply in the case of customised or decorative projects or cleaning services.
c. Decorated glass colours
Printing will be carried out in accordance with the model (printing, design and colour) approved and countersigned by the Customer. No complaints will be accepted if the printing results are within the usual tolerances. Univerre Pro Uva SA accepts no responsibility in the event of variations in colour and/or the printing results.
d. Use of products following delivery
The Customer is solely responsible for checking products following delivery. It agrees to take all necessary measures to ensure that the products supplied are used appropriately (in terms of storage, handling, quality assurance, usage monitoring, etc.).
The Customer is specifically reminded that single-use glass packaging is intended for one use only.
e. Reporting defects/complaints
The Customer or its appointed agent must inspect and check the condition of goods immediately upon receipt. Defects identified at the time of inspection must be reported to Univerre Pro Uva SA within 7 (seven) days of receipt of the goods. The Customer must describe the defect as precisely as possible and attach the pallet labels for the relevant delivery with its complaint; failure to do so shall result in the complaint being deemed null and void.
Hidden defects discovered after delivery must be reported immediately upon detection.
If the Customer fails to report defects within the prescribed period or the goods have already been used by the Customer, they shall be deemed accepted.
f. Warranty cover
Upon proper notification of a defect and when warranty claims are well founded, Univerre Pro Uva SA may at its discretion replace or repair defective goods at its own expense or offer the Customer a price discount. The Customer acknowledges that it cannot take any redhibitory action against Univerre Pro Uva SA.
Any other claims, including compensation for direct damage to the goods delivered or indirect damage resulting from breach of contract (in particular reduced usefulness of the product, lost earnings, lost contents, reputational damage, etc. resulting from a defective delivery) is excluded. This is without prejudice to any mandatory provisions to the contrary prescribed in law.
Notification of defects and warranty claims shall not release the Customer from its obligation to comply with the agreed payment term.
g. Limitation of actions
The statutory warranty periods set out in Article 210 of the Swiss Code of Obligations apply and commence upon receipt of the goods by the Customer.
h. Limitation and exclusion of warranty
Breakage of glass/closures
Univerre Pro Uva SA accepts no liability in the event of glass breakage. However, glass breakage may be the subject of a complaint if it results from a defect inherent in the glass itself and affects a volume greater than five in every thousand of the total volume delivered.
Univerre Pro Uva SA must be notified immediately in writing of any defects to containers or closures that are discovered when filling the product sold. Failing this, the Customer shall bear the costs of any additional damage that could have been avoided.
Intellectual property
The Customer accepts all liability to third parties in connection with the infringement of intellectual property rights. Univerre Pro Uva SA is not obliged to verify the existence of any third-party intellectual property rights; the Customer releases Univerre Pro Uva SA from all liability and undertakes to fully indemnify Univerre Pro Uva SA for any loss it may incur as a result.
Cleaning services for glass packaging
In the case of cleaning services for bottles/containers (used for wine and other beverages), any liability on the part of Univerre Pro Uva SA shall be limited to damage caused to contents, not to the container itself; said liability must also be confirmed through an analysis by the cantonal laboratory for the canton of Valais and must result from improper performance of cleaning services. Compensation shall not exceed the cost price of the damaged contents.
Prohibition of transfer
Rights or claims against Univerre Pro Uva SA (particularly those arising from defective delivery or infringement of contractual obligations) may under no circumstances be transferred or assigned, in part or in full, to third parties without its express written consent.
Prohibition of offsetting
The Customer is not authorised to offset its own claims against those of Univerre Pro Uva SA. This is without prejudice to claims recognised in a decision which is enforceable, uncontested or accepted by Univerre Pro Uva SA.
12. Data protection
a. Data protection
Univerre Pro Uva SA processes the Customer’s personal data in accordance with the applicable legal regulations, in particular the Swiss Federal Act on Data Protection. The Customer consents to the storage, processing and transmission of personal data where this is necessary for proper performance of the contract.
b. Advertising
The Customer expressly authorises Univerre Pro Uva SA to use the Customer’s name, logo and projects as a reference for its own purposes (on its website and in catalogues and brochures).
13. Place of performance/jurisdiction/applicable law
The place of performance for payments is the registered office of Univerre Pro Uva SA.
These T&Cs and any contractual relationship with the Customer shall be subject solely to Swiss substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
In the event of disputes, the sole place of jurisdiction shall be the ordinary courts of the registered office of Univerre Pro Uva SA, in Sierre in the Canton of Valais. The parties waive any personal or commercial jurisdiction.
14. Final provisions
Should any specific provisions of these T&Cs be declared partially or entirely invalid, null or void, this shall be without prejudice to the validity of the remaining provisions.
In the event of divergent interpretations of these T&Cs, the French version alone shall be authoritative.
Revised April 2023