Updated on 1 January 2024
Preamble
Essencia, Aetherische Oele AG (“Essencia AG”) is a Swiss company registered under number CHE-101.293.118. Essencia AG operates the Website www.essencia.ch (“Website”). Our main establishment is located at Stäffelistrasse 8, 8409 Winterthur, Switzerland.
These general terms and conditions (“General Terms and Conditions”) provide you with information about us and establish the legal conditions that govern the sale and performance of Essencia AG’s Products and Services (as defined below).
These General Terms and Conditions will apply to any contract between Essencia AG and you regarding the supply of any Products and/or Services by us to you as our client (“Client”). Please read these General Terms and Conditions carefully and ensure that you understand them before ordering any Products and/or Services from us.
You should understand that by ordering one of our Products and/or Services, you agree to be bound by these General Terms and Conditions. If you refuse to accept these General Terms and Conditions, you will not be able to order our Products and/or Services with us.
These General Terms and Conditions do not apply if you purchase Essencia AG Products from one of our authorised distributors. Distributors have their own general terms and conditions that apply when you purchase Essencia AG Products from them (and you should make sure you understand and agree to those terms).
1.1 Understanding these General Terms and Conditions
1.1.1 When certain terms and expressions are used in these General Terms and Conditions, they have a certain meaning (“Defined Terms”). You can identify these Defined Terms because they begin with a capital letter (even if they are not at the beginning of a sentence). When a Defined Term is used, it has the meaning given to it in the section of these General Terms and Conditions where it is defined (you can find these meanings by looking for the phrase where the Defined Term is indicated in parentheses and quotation marks and bold letters).
1.1.2 When we refer to “we,” “our,” or “us,” we are referring to Essencia AG. When we refer to “you,” “your,” “yours,” or the “Client” we are referring to you as the professional person ordering a Product and/or Service from us.
1.1.3 By “Product(s)” we mean the manufacturing and delivery of raw materials, fragrance formulas, finished products or packaging materials for a Client of Essencia AG. Together with our Products we also offer tailored services to our Clients (“Service(s)”).
1.1.4 We have used headings to help you understand these General Terms and Conditions and find specific information easily. These General Terms and Conditions and any contract between you and us, are only available in English and German. We reserve the right to update or change these General Terms and Conditions at any time and you should check these General Terms and Conditions periodically. Your continued use of our Products after we post any modifications to the General Terms and Conditions on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified General Terms and Conditions. If we make any material changes to these General Terms and Conditions, we will notify you either through the email address you have provided us, or by placing a prominent notice on our Website.
1.2 About us
1.2.1 Essencia AG has the purpose of importing, trading essential oils and raw materials, and manufacturing natural and synthetic fragrances in Switzerland for the Swiss market and abroad.
1.2.2 If you wish to contact us, please use the form provided on the Contact Us page on our Website (available at Contact Us). Our customer service team will be happy to assist you.
1.3 Scope
1.3.1 General: These General Terms and Conditions exclusively apply to the manufacturing, delivery and sale of Products and/or any associated Services, thereby excluding any other terms provided by the Client, unless Essencia AG has expressly consented to these terms in writing.
1.3.2 Deviating conditions: Deviating conditions apply only if they have been approved in writing by Essencia AG. Confirmed deviations only apply in individual cases for specific contracts and will not necessarily apply to subsequent contracts with the same party.
1.4 Offer and contract conclusion
1.4.1 Offer: Essencia AG offers Products and/or Services to the Client in the form of written or verbal offers or through the publication of items and price lists. These offers are not binding.
1.4.2 Order: The Client orders Products and/or Services from Essencia AG in writing or verbally.
1.4.3 Entitlements: Essencia AG delivers certain Products and/or Services only if the Client can prove that they hold a valid permit (e.g. for controlled substances). Essencia AG has the right and is legally obliged to refuse deliveries if necessary.
1.4.4 Order confirmation: Essencia AG confirms the Client’s order by means of a written order confirmation. The delivery contract is issued if the Client does not respond with an objection before the end of the following business day. A non-objection means implicit acceptance.
1.5 Right of withdrawal
1.5.1 Exemption from the obligation to deliver: Essencia AG is exempt from the obligation to deliver any ordered Products or Services, meaning Essencia AG has a right of withdrawal, in the case of:
1.5.1.1 Force majeure;
1.5.1.2 Circumstances that are unforeseeable or not the fault of Essencia AG and that prevent or block the delivery (such as refusal to import by the customs authorities);
1.5.1.3 In case of breach of contract by the Client, including but not limited to, non-compliance with an agreed pre-payment schedule.
1.5.2 Client’s right of withdrawal: The Client has the right to withdraw from the sale agreement if there is a material defect in the Product pursuant to the Warranty (as defined below) and Essencia AG is not able to remedy said defect within a reasonable period, e.g. by delivering a new Product batch.
1.6 Safety labelling
1.6.1 Relevant labelling: The relevant safety labelling is described on the safety data sheets issued by Essencia AG. The information printed on the packaging labels is not necessarily complete (due to lack of space).
1.7 Good Manufacturing Practice (“GMP”) and Good Distribution Practice (“GDP”)
1.7.1 GMP: Analysis certificates for pharmaceuticals (GMP items) contain a GMP statement. Deliveries with analysis certificates but without a GMP statement are not classified by Essencia AG as pharmaceuticals.
1.7.2 GDP client declaration: Raw materials from Essencia AG’s pharmaceutical range are generally shipped in accordance with EU Guidelines of 5 November 2013 on GDP of medicinal products for human use (“GDP Guidelines”). The Client can waive GDP shipments by means of a (long-term) customer declaration. The decision as to whether this agrees with the intended use lies with the Client. If required, the Client is likewise responsible for revoking a signed long-term declaration in good time, i.e. before delivery by Essencia AG.
1.7.3 GDP Statements: GDP statements can be requested from Essencia AG. Essencia AG reserves the right to invoice any costs (such as for temperature recordings) to the Client.
1.8 Delivery
1.8.1 General: The delivery conditions apply in accordance with the order confirmation (see 1.4.4 Order Confirmation).
1.8.2 Collection: Essencia AG does not refund delivery costs if the Client collects the Product themselves.
1.8.3 Transfer of ownership and risks to the Products: Ownership and risk is transferred to the Client upon:
For deliveries within Switzerland:
1.8.3.1 The handing over of the Products from the transport company instructed by Essencia AG to the Client.
For deliveries outside of Switzerland:
1.8.3.2 The handing over of the Products by Essencia AG to a transportation company instructed by the Client. This term also applies when Essencia AG covers the transport costs; or
1.8.3.3 The release of the Product by Essencia AG in order for the Client or any third party instructed by the Client to pick up the Product, meaning the Client collects the Product in person or is given access to them to arrange collection by an instructed third party.
1.8.4 Transport damage: Essencia AG waives any liability for any damage to the Product taking place during its transport. The Client is exclusively responsible for arranging insurance against damage of any kind.
1.8.5 Upon the transfer of ownership and risks the Client is responsible for complying with legal and governmental regulations on import, transport, storage, sales, and use of the Product. The safety data sheet takes precedence and not necessarily the hazard and warning information on the labelling which may be incomplete due to lack of space.
1.8.6 Delivery delays: Essencia AG accepts no responsibility for on-time delivery or liability for delivery delays.
1.9 Use
1.9.1 Client’s responsibility: Following the transfer of ownership and risks the Client is exclusively responsible to comply with all applicable legal requirements.
1.9.2 Organic certified items for USA: Essencia AG organic items are not intended for use in food or food applications in the USA (for customs reasons).
1.9.3 Delivery of samples: Samples delivered by Essencia AG are for testing purposes and not intended for sale. Sample deliveries are not subject to compliance with the GDP directives in accordance with 1.7.3. GDP Statements.
1.10 Limitation of Essencia AG’s liability and Client’s remedies
1.10.1 General: All claims made by the Client relating to the Products on whatever legal grounds must be brought within 12 months of the date of receipt of the Product by the Client and are limited to the amount of the purchase price for the relevant Product, subject to Art. 1.10.8 of the General Terms and Conditions. Any claims for a defective Product or a delayed delivery of Product are solely governed by Art. 1.10.2 to 1.10.11 of the General Terms and Conditions.
1.10.2 Services: Essencia AG shall use its best efforts to perform the Services with care and skill and act with the utmost professionalism. Essencia AG excludes all liability for the performance of its Services to the extent allowed by applicable law. In the event the Client decides to implement strategies or make business decisions based on any opinions, advice or assistance of Essencia AG, the Client does so at their own risk and without any recourse against Essencia AG for any opinions, advice or assistance given.
1.10.3 Sealed packaging. If sampling is not required to determine the defect, the Client must not open the packaging to be entitled to a replacement of the Product under the Warranty.
1.10.4 Liability claims: Except as expressly set forth herein, Essencia AG makes no representation or warranty of any kind, whether express, implied, or statutory, as to any matter whatsoever. All other express or implied conditions, representations and warranties not expressly provided for in these General Terms and Conditions are hereby excluded to the extent allowed by applicable law, including all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title and non-infringement of third-party rights. Notwithstanding this Article 1.10.4, Essencia AG undertakes that the Product is compliant with Swiss law (“Warranty”). For each manufactured and delivered Product, Essencia AG will keep a Product sample for the period of the Product’s best before date (“Sample”). The Client acknowledges and agrees that the Sample will be the basis of any claim filed against Essencia AG and that Essencia AG may not be held liable for any discrepancies between the Sample and the delivered Product.
1.10.5 Delivery delay: Any liability for damage resulting from or in connection with a delay in the delivery of the Product and/or the performance of the Services is excluded to the fullest extent permitted by law.
1.10.6 Consequential damages: Any liability for consequential damages or other damages that may result directly or indirectly from the use or processing of a purchased Product and/or Service are expressly excluded to the fullest extent permitted by law.
1.10.7 Replacement Products: The exclusion of liability in accordance with Article 1.10 of the General Terms and Conditions also expressly applies to any Product that is delivered as a replacement for a defective Product.
1.10.8 Inspection of incoming Product: The Client must inspect the condition of the purchased Product immediately upon delivery or receipt and, if the Client discovers defects for which Essencia AG is liable under the Warranty, notify Essencia AG without delay. Any information contained in the certificate of analysis by Essencia AG does not release the Client from their obligation to inspect the Product at the time of receipt. If the Client fails to inspect received Product immediately, the Product is considered accepted.
1.10.9 Upstream suppliers: Insofar as a defective Product involves a Product that Essencia AG obtained in whole or in part from a third party, the Warranty does not apply and Essencia AG is entitled to assign its rights to defect claims against the upstream supplier to the Client, and to refer the Client to their recourse rights against the upstream supplier. In this case, the Client may only file a claim under the Warranty against Essencia AG if all claims against the upstream supplier were unsuccessfully brought against the upstream supplier for lack of passive procedural legitimacy.
1.10.10 Returns: The Client may return defective Products to Essencia AG insofar as (1) the Warranty applies and (2) the defect occurred before the transfer of Ownership and Risks. In doing so, the Client must make arrangements with Essencia AG with regard, for example, to scheduling and selecting appropriate transportation for the Products to be returned. Essencia AG may replace the returned Product, cancel the invoice, or issue a credit.
1.10.11 Goodwill: In exceptional cases Essencia AG is willing to take back a non-defective Product (e.g. in the case of orders made in error). The goodwill gesture only applies in an individual case and will not necessarily apply to subsequent contracts with the same Client. Essencia AG may invoice any reasonable expenses incurred in accepting a returned Product (such as analytical activities). Essencia AG normally does not grant goodwill in the following cases:
1.10.11.1 A Product custom-made or manufactured especially for the Client.
1.10.11.2 A Product on or past its expiry date.
1.10.11.3 A pharmaceutical Product that was sent to the Client without complying with the GDP directives or that has been opened.
1.11 Prices
1.11.1 General: Prices that are not specified in the order confirmation (but available in the quotations) are not binding and merely represent a reference value.
1.11.2 Value-added tax: Prices are always quoted exclusive of VAT. No VAT is included in export prices and no VAT is levied on export shipments.
1.11.3 VOC: Prices are always quoted exclusive of VOC taxes.
1.11.4 Shipping costs: Unless indicated otherwise on the order confirmation, shipping costs are not included in the price. This applies in particular when the shipment is carried out in compliance with the GDP directives (see also 1.7.3 GDP Statements).
1.11.5 Minimum order amount: Essencia AG invoices a small quantity surcharge for orders under the minimum order amount. This is clearly indicated on the order confirmation Essencia AG sends to the Client.
1.12 Payment terms
1.12.1 General: Unless otherwise agreed, payment terms are 30 days net from the invoice date without deduction of any discount, expenses, taxes, charges, fees, duties and the like. Off-setting of the purchase price owed against any claim against Essencia AG is forbidden.
1.12.2 Default: In accordance with art. 1.12.1 above, the Client is in default if payment is not received by the due date. No additional reminders or notifications will be issued. Default interest of 7% p.a. will be invoiced to the Client as from the first day after the due date.
1.12.3 Payment in advance: For a new Client or if the Client has questionable creditworthiness or a poor payment history, Essencia AG may require payment in advance without giving any reason prior to accepting an order for a Product and/or Service.
1.12.4 Partial payment in advance: For large orders, Essencia AG may make the delivery dependent on partial payment in advance of the purchase price and related costs.
1.13 Partial invalidity
1.13.1 Should any provision in these General Terms and Conditions be or become invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part of a provision shall be deemed deleted. Any modification to or deletion of a provision or part of a provision under this clause shall not affect the validity and enforceability of the rest of these General Terms and Conditions.
1.14 Applicable law and court of jurisdiction
1.14.1 Legal Relationship: These General Terms and Conditions shall be governed by the laws of Switzerland, excluding the provision of the United Nations Conventions for the International Sale of Goods (CISG). Any express provisions providing otherwise in a written agreement binding Essencia AG and the Client are reserved.
1.14.2 Jurisdiction: Any dispute or claim arising out of or in connection with these General Terms and Conditions or its subject matter or formation shall be subject to the jurisdiction of the courts of the city of the headquarters of Essencia AG, subject to an appeal before the Swiss Federal Court.