AGB | Borer Chemie AG

Version 2.0 | Gültig ab 1. Mai 2026

1. General

1.1 The Buyer accepts the present General Terms and Conditions of Sale of Borer Chemie AG as an integral part of the contract on which his orders at Borer Chemie AG, CHE-107.882.721, Gewerbestrasse 13, 4528 Zuchwil, Switzerland (hereinafter «Supplier») are based on as well as an integral part of each individual order.

1.2 The present General Terms and Conditions of Sale are binding if declared applicable in the offer, an agreement, or the acceptance of the order. They apply exclusively and indefinitely, as long as they are not modified by written agreement. They also apply if Supplier delivers the goods to Buyer without reservation and in knowledge of contradictory or deviating terms and conditions of Buyer. Deviating terms and conditions of Buyer are not part of the contract, even if Supplier does not expressly object to them. Deviating terms and conditions of Buyer apply only, if and as far as they have been expressly accepted by Supplier in writing.

1.3 Should any provision of the present General Terms and Conditions of Sale be or become invalid or contain a loophole, the validity of the remaining provisions shall remain unaffected. Any invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose intended by the parties. The same shall apply in case of a loophole.

2. Offer by Supplier

Offers by Supplier, including those made in writing, by telephone, in personal conversations, by fax, or by email, are deemed to be non-binding and without obligation, if and insofar as they are not explicitly and demonstrably designated as «binding» and (cumulatively) do not contain a deadline for acceptance. Price lists of Supplier in particular shall not be binding unless otherwise agreed upon.

3. Order by Buyer

3.1 The acceptance of non-binding offers of Supplier by Buyer does not constitute a binding contract, but is deemed to be a binding order subject to acceptance. By placing an order, the Buyer accepts the present General Terms and Conditions of Sale.

3.2 Should a query by Buyer be qualified as an offer, it is deemed being an order subject to acceptance.

4. Acceptance by Supplier

4.1 The contract shall be concluded upon issuance of Supplier’s written confirmation of acceptance of the order (Acceptance of Order). Delivery itself is deemed to be an Acceptance of Order as well.

4.2 Should Buyer consider the written Acceptance of Order as diverging in substance, Buyer shall notify so in writing immediately (but no later than two business days) after receipt of Acceptance of Order.

4.3 After issuance of Acceptance of Order, no more changes to or cancellations of the order will be accepted. An increase in the order quantity requested by the Buyer after issuance of Acceptance of Order will be processed as a separate order with separate delivery. The Supplier is under no obligation to accept any change in the method of transport requested by the Buyer after the issuance of the Acceptance of Order. However, should the Supplier agree to such a change, it shall be granted solely at the Supplier’s discretion and only against reimbursement of all additional costs incurred, including but not limited to materials and labour, calculated at an hourly rate of CHF 120.

4.4 Section 4.3 applies equally to volume contracts , with the Buyer bearing the risk for any changes following pre-production for call-of orders or scheduled delivery, even if pre-production was not explicitly approved by the Buyer.

5. Prices and Payment

5.1 All prices are - unless otherwise agreed upon - in Swiss francs (CHF), including packaging, however not including surcharges (particularly small quantity surcharges), value added tax (VAT), volatile organic compounds (VOC) tax, transport, customs duties and insurance. For orders of less than CHF 1’000, the Supplier invoices a small quantity surcharge of CHF 150. Prices are to be paid within 30 days from date of invoice unless otherwise agreed upon.

5.2 All increases of rates and fees such as transportation, insurance costs, customs duties, etc. that occur after conclusion of the contract shall be borne by the Buyer, even if Supplied has arranged for transport, insurance, customs clearance etc. for the Buyer. Discounts shall be credited to the Buyer. Modification of the prices, which are due to price increases by suppliers, change of exchange rates, delays, wage changes or other events, are expressly reserved. An appropriate price adjustment occurs particularly if the delivery time is extended ex post due to a reason listed in Section 8 (Delivery, Delivery Time, and Delivery Delay) or if the documentation supplied by Buyer was in-complete or did not correspond to the actual circumstances.

5.3 Supplier invoices for packaging at cost and has no obligation to accept returned packaging.

5.4 Should packaging have been designated as property of Supplier, Buyer shall return such packaging following the Supplier’s instructions, carriage paid by Supplier. If Buyer fails to return such packaging in time, Buyer will be charged for the costs of such packaging plus a flat fee. This applies in particular (but not exhaustively) to the «Drumtainer» used with some of Supplier’s products. If Buyer fails to return a «Drumtainer» in time and in accordance with the Supplier’s instructions, Buyer will be charged CHF 650.

5.5 Payments shall be made at the domicile of Supplier without any deductions, expenses, taxes, levies, fees, duties and/or the like. Buyer is not entitled to set-off any counter-claims against claims of Supplier. Buyer shall not assign claims against Supplier. Payments are due and to be paid despite a possible notice of defect or a possible counter-claim. Buyer is not entitled to retain any payment. Supplier is entitled to refuse to remedy possible defects as long as Buyer has not complied with its payment obligations. The purchase price is due for payment, even if Buyer is in default of acceptance.

6. Delay in Payment

6.1 To assess the timeliness of payment, the date of receipt of payment at Supplier’s is decisive. In case of failure to comply with the payment deadline, Buyer shall be in default without further notice. Buyer in default of payment shall owe a default interest of 6% of the invoice amount per annum. Additionally, collection expenses in the amount of CHF 20.00 can be charged for every reminder.

6.2 In case of any delay in payment or in case of liquidity problems of Buyer, Supplier is entitled to request full advance payment for further deliveries and is entitled to deliver against advance payment even if other payment terms have been agreed upon at the conclusion of contract and this without being in default itself.

6.3 Upon Buyer’s delay in payment, any and all claims of Supplier become due immediately. Buyer’s non-compliance with payment terms shall authorise Supplier to rescind the contract and to claim damages. Supplier is also entitled to rescind the contract and to recover the products from Buyer, if Buyer already took possession of the products before full payment of the purchase price. Buyer does not have a lien on the products.

6.4 If, after the conclusion of contract, Supplier becomes aware of circumstances, which question the creditworthiness of Buyer, or should there be a significant threat to Suppliers claim for payment due to financial collapse of Buyer, or should there be a delay in payment by Buyer, Supplier shall be entitled to claim advance payment or security within reasonable time and to refuse to deliver until such demands are fulfilled. In case of refusal of Buyer or in case of lapse of the time set by Supplier, Supplier shall be entitled to terminate the contract in whole or in part without being in default itself and to claim damages for non-performance.

7. Place of Performance and Transfer of Benefits and Risks

7.1 Deliveries within Switzerland will be made DAP to the location specified by the Buyer (Incoterms 2020), deliveries abroad will be made DDP to the location specified by the Buyer (Incoterms 2020), unless otherwise agreed upon. Place of performance for any services under the contract shall be at Supplier’s main registered office. Benefits and risks shall pass on Buyer at the time of shipment at the latest. Shipment shall be at the sole expense and risk of Buyer. Insurance of goods and delivery against loss or damage shall be the sole responsibility of Buyer.

7.2 Should the shipment be delayed at Buyer’s request or for other reasons, which Supplier is not responsible for, the risk shall pass on Buyer at the originally intended time of delivery. From this point on, the products shall be stored on account and risk of Buyer and – upon Buyer’s request – be insured at Buyer’s costs.

8. Delivery terms

8.1 The delivery period starts as soon as the contract has been concluded and all the product requirements and technical issues have been resolved. The delivery deadline is met if, before its expiration, the readiness for dispatch notice has been sent to Buyer.

8.2 Statements on the deliverability made before issuance of the Acceptance of Order are non-binding unless stated otherwise. Supplier makes every effort to deliver the agreed products to Buyer at the dates specified in the Acceptance of Order.

8.3 The delivery period shall be extended appropriately if:

a) the information necessary for the fulfilment of the contract is not received by Supplier in time, or if Buyer subsequentlychanges an existing order causing delays in deliveries or services.

b) hindrances occur which Supplier cannot avert despite due care, regardless of whether they arise in the person of Supplier of Buyer or of a third party. Such hindrances include without limitation epidemics, pandemics, mobilization, war or war preparations, sabotage, riots, governmental orders, significant business interruptions, disruptions to the Supplier’s or its deliverer’s plants, accidents, labour conflicts, late or defective supply of necessary raw materials or semi-finished or finished products, waste, regulatory actions or omissions, natural events; or

c) Buyer defaults in its contractual obligations, in particular if Buyer fails to comply with the terms of payment.

8.4 Damages caused by late delivery shall be limited to the value of the order. Expressly excluded are any consequential damages caused by delay, costs for covering purchases, lost profits and damages resulting from business interruption. Buyer shall not be entitled to withdraw from contract due to late delivery.

8.5 Should Buyer be in default of acceptance or of any other obligation to co-operate, Supplier shall be entitled to prioritise orders of third parties and to adequately extend the delivery period. Without prejudice to any further claims, Sup-plier shall be entitled to claim for compensation of the damages suffered, including any additional expenses.

8.6 Partial deliveries are permitted, provided that they do not result in disadvantages for the use.

9. Acceptance of Delivery, Shipping, Transportation, Insurance

9.1 Should Buyer refuse acceptance of delivery, the purchase price shall be due immediately, regardless of whether the products were already transferred to Buyer or not. Supplier is not obliged to proceed to a deposit of the products. Supplier may refrain from executing the order instead and claim a contractual penalty in the amount of the purchase price from Buyer. The right to claim further damages remains reserved.

9.2 Buyer shall inform Supplier within the order at the latest as to special requests regarding shipping, transport and insurance. Transport is at the expense and risk of Buyer.

9.3 Insurance against damages of any kind is the sole responsibility of Buyer.

10. Inspection and Notice of Defects

10.1 Supplier will perform an ordinary inspection of the products before shipment. In case Buyer should request more detailed inspections, they shall be especially agreed upon and executed at Buyer’s costs.

10.2 Buyer shall inspect the products or services in detail upon delivery and certainly at the latest before use or processing. Buyer shall notify Supplier any default and/or complaints regarding the weight, quantity or nature of the products within 8 days after delivery. Such obligation to inspect and notify shall not be limited to externally visible defects. Notice of defects shall be in writing and contain detailed specifications as to any and all alleged defects and possible evidence shall be attached thereto. If notice of defects is provided within the notice period, the products are deemed to be free of defects in all their functions and the delivery shall be considered as accepted.

10.3 Buyer has no rights and claims out of defective products or services other than those explicitly mentioned in sections 10 and 11 (Warranty, Liability for Defects).

11. Representations, Warranty, Liability for Defects

11.1 Subject to the following provisions, the statutory warranty regulations shall apply.

11.2 Any and all warranty claims shall be subject to a timely and valid notice of defects in accordance with Section 10 (Inspection and Notice of Defects) and shall become statute-barred upon expiry of the minimum durability date of the product concerned or within one year after transfer of use and risk (whichever date occurs earlier).

11.3 Warranted characteristics are only those which are specified on the product label or on the corresponding product data sheet. Information given verbally or via e-mail by an employee of Supplier who is not authorised to sign on behalf of the Supplier does not constitute an express warranty of specifications of the goods for a specific use. Buyer may not hold Supplier liable for such information.

11.4 Supplier’s warranty and liability shall not extend to damages which have not verifiably occurred due to poor materials, faulty design, or poor workmanship, e.g. due to natural wear, improper transport, improper storage, failure to comply with operating or other instructions, chemical or electrolytic influences, excessive strain, unsuitable equipment, improper maintenance construction or installation work not executed by Supplier, as well as due to other reasons beyond Supplier’s control. Supplier does not provide any warranty for any products or semi-finished products supplied by third parties or for the compliance of the products with provisions of public, union and private law at the place of delivery or place of destination.

11.5 Should a product turn out to be defective and Supplier become liable under warranty according to the abovementioned conditions, Supplier shall be entitled to choose either to replace the defective products, respectively to deliver products free of defaults, to issue a credit note in the value of the defective products, to accept the reduced value of the defective products, or to repair the defective products. Any additional claims of Buyer resulting from defective products, in particular claims for damages, consequential damages and withdrawal from the contract are excluded. Also excluded is an execution by substitution through a third party at the expenses of Supplier.

11.6 Should Supplier want to inspect notified defects or choose to repair defective products; Buyer shall give Supplier the opportunity to do so. At Supplier’s request and only with Supplier’s consent, defective parts shall be returned to Supplier at Supplier’s expenses and in the state of delivery, preferably in their original packaging. The Supplier may also instruct the Buyer to dispose of the defective products at the Supplier›s expense.

12. Exclusion of further Liability of Supplier

12.1 Supplier is only liable for intentional misconduct and gross negligence. Supplier shall not be liable in any way for damages that did not occur to the delivered product itself, such as loss of profit, incidental damages, indirect damages, special damages, consequential damages or other similar types of damages.

12.2 In the event that Supplier is held liable for a slightly negligent breach of an essential contractual obligation, liability shall be limited to the foreseeable damage typically suffered in such a contract, excluding liability for lost profit, incidental damage, indirect damage, special damage, consequential damage or other similar types of damage. Supplier shall not be liable for Buyer’s measures of damage prevention (e.g. product recalls) respectively only to the extent provided by mandatory law. Supplier’s liability shall be excluded where Buyer has effectively limited its own liability towards its customers or where Buyer could have limited it but refrained from doing so. Any limitation of liability towards third parties of Buyer shall also cover Supplier as far as legally admissible. Product liability of Supplier is excluded to the extent permitted by law.

12.3 In cases of initial impossibility, Supplier shall only be liable if it was aware of the impediment to performance or if the lack of knowledge is due to gross negligence.

12.4 The above exclusions of liability do not apply in the case of fraudulent concealment of defects.

11.5 Claims of the Buyer are excluded to the extent that the damage is attributable to violations of operating, maintenance and installation instructions attributable to the Buyer, unsuitable or improper use, faulty or negligent handling, natural wear and tear or faulty repair.

12.6 The Buyer shall inform and consult Supplier immediately and comprehensively in the event that he wishes to make a claim. He shall give Supplier the opportunity to investigate the claim.

12.7 Any exclusions and limitations of liability of Supplier provided for in these General Terms and Conditions of Sale shall also apply to the personal liability of Supplier’s employees, workers, representatives, assignees and vicarious agents.

12.8 With the exception of claims arising from tort, claims for damages by the Buyer for which liability is limited under this clause shall become statute-barred after one year calculated from the statutory commencement of the limitation period.

12.9 All cases of breach of contract and their legal consequences as well as claims of the customer, irrespective of the legal basis on which they are made, are conclusively regulated in these General Terms and Conditions of Sale. Mandatory provisions of Swiss law remain unaffected.

13. Retention of Title

13.1 Supplier shall retain title on any and all products delivered until their full payment. Supplier shall be entitled to reclaim products already delivered and Buyer shall be obliged to hand over such products. Supplier shall not loose title on products that have been processed or resold by Buyer, but establish joint title in the value of the outstanding amount. Buyer shall maintain joint title in the name of Supplier. Buyer shall at its own expenses insure and maintain the products until full payment of the purchase price. In addition, Buyer shall take any and all measures to ensure that Supplier’s title is neither impaired nor repealed.

13.2 With the conclusion of the contract Buyer assigns to Supplier any claims against its customers resulting from the resale of the products. Buyer shall be entitled to enforce such claims after they have been assigned. Supplier’s entitlement to enforce such claims itself remains unaffected, but Supplier shall not enforce such claims as long as Buyer complies with its payment obligations and without being in delay in payment. Should Buyer not comply, Supplier shall be entitled to claim from Buyer all and any information as to the claims assigned and its corresponding debtors as well as any and all information necessary for enforcement of such claims, to hand over the relevant documents and to inform the debtors about the assignment.

13.3 Buyer shall contribute to taking the measures necessary to protect the property of Supplier. With the conclusion of the contract Buyer particularly, but without limitation, agrees to and grants Supplier the right to register the retention of title with the relevant registry.

11.4 Buyer shall neither pledge nor transfer by way of security the products delivered. In case of distraint, forfeiture or other disposal by third parties, Buyer shall immediately notify Supplier and provide it with all information and documents necessary to protect its rights. Debt enforcement officials or third parties shall be informed of Supplier’s retention of title.

14. Amendments to the General Terms and Conditions of Sale

The Supplier reserves the right to amend these General Terms and Conditions of Sale at any time. Amendments shall take effect from the date specified by the Supplier and shall apply to all contracts concluded thereafter. For on-going contracts, amendments will become binding provided the Buyer does not object in writing within 30 (thirty) days of receipt of the amended General Terms and Conditions of Sale. In the event of an objection, the Supplier reserves the right to terminate the contract with reasonable notice. The latest version of the General Terms and Conditions of Sale is available upon request.

15. Place of Jurisdiction and Applicable Law

15.1 Any dispute shall at first be settled by mutual agreement among the contractual partners.

15.2 Exclusive place of jurisdiction shall be the competent courts at Supplier’s main registered office (currently 4528 Zuchwil, Switzerland). Supplier only shall additionally have the right to prosecute Buyer at its registered office or at any other ordinary jurisdiction.

15.3 The contract shall be governed exclusively by the substantive laws of Switzerland excluding the provisions of international private law (to the exception of Art. 116 PILA, which allows such an express choice of law) and the United Nation convention on contracts for the international sale of goods CISG.