1. Scope

These General Terms and Conditions of Sale and Delivery ("GTC") apply to all products ("Products") sold by Yeastup AG, Badenerstrasse 13, 5200 Brugg, Switzerland ("Yeastup"). They form an integral part of every purchase contract concluded with the customer ("Buyer"). Divergent or supplementary terms shall apply only if and to the extent that Yeastup has expressly agreed to them in writing.

2. Written Form

Electronic communications that allow permanent recording of the agreement are deemed equivalent to the written form.

3. Conclusion of Contract and Contractual Scope

Catalogues, price lists and other sales documents issued by Yeastup do not constitute binding offers to enter into a purchase contract and are non‑binding. A purchase contract becomes effective when Yeastup accepts the Buyer’s offer by issuing a written order confirmation. The scope of the contract is determined exclusively by Yeastup’s order confirmation.

4. Delivery Terms

4.1 Scope of Delivery

Yeastup shall, where reasonably possible, deliver the entire order. The Buyer agrees to accept partial deliveries unless the Buyer expressly excludes them in its order. Quantity deviations of up to 5 % are permissible.

4.2 Delivery Times

Yeastup shall use reasonable efforts to meet any delivery dates specified by it in writing or orally. The Buyer may withdraw from the contract only if delivery still has not occurred after expiry of a reasonable grace period set in writing. Claims for damages are excluded. Yeastup is released from delivery date obligations if the Buyer is in default of its contractual obligations or subsequently requests changes.

4.3 Force Majeure

In all cases of force majeure—including, without limitation, unforeseen events in manufacturing or distribution such as delayed supplies, boycotts, lock‑outs, strikes (at Yeastup, suppliers or carriers), acts of war or terrorism, mobilisation, epidemics and pandemics—Yeastup is released from any delivery obligations without the Buyer being entitled to withdraw from the contract and/or claim damages.

4.4 Place of Performance, Transfer of Risk and Shipping Instructions

Delivery is EXW Lyss, Switzerland (Incoterms 2020). Yeastup’s delivery obligation is fully discharged upon availability of the Products at the Lyss facility. Risk and benefit pass to the Buyer at that moment. Unless agreed otherwise, Yeastup will, on behalf and at the Buyer’s risk, arrange shipment of the Products. Insurance against usual transport risks shall be taken out by Yeastup at the Buyer’s expense. Returnable packaging shall be returned to Yeastup carriage paid after use.

5. Prices and Price Adjustments

5.1 Prices

Products are sold at the prices specified in Yeastup’s order confirmations. Unless agreed otherwise, prices are stated in Swiss francs (CHF), net EXW Brugg, Switzerland (Incoterms 2020). All additional costs—particularly for packaging, freight, insurance, export, transit and import formalities, permits, notarisation, taxes, duties, fees and customs charges—shall be borne by the Buyer.

5.2 Price Indexation

Yeastup may unilaterally adjust agreed prices to reflect inflation and increased production costs. Adjustments are calculated using the Swiss Producer and Import Price Index (PPI/IPI, base December 2015 = 100). The index in force at the time the contract is concluded serves as the base index.

6. Payment Terms

6.1 Payments

Payment terms are as stipulated in Yeastup’s order confirmations. Payments shall be made by the Buyer without any deduction (e.g. cash discount, rebates, expenses, taxes or fees) in CHF or the agreed currency to the bank account designated by Yeastup. The Buyer may not withhold payments due to complaints or other claims. Set‑off by the Buyer is excluded unless counter‑claims are expressly acknowledged by Yeastup in writing.

6.2 Default in Payment

Upon expiry of the agreed payment period the Buyer is automatically in default, and all consequential costs plus default interest at 5 % above the Swiss National Bank discount rate shall accrue. In case of default or justified concerns regarding the Buyer’s solvency, Yeastup may demand advance payment or an irrevocable letter of credit and may withhold further deliveries.

6.3 Credit Information

Yeastup reserves the right to obtain credit information prior to shipment.

7. Retention of Title

Products remain Yeastup’s property until receipt of full payment of the purchase price and all ancillary claims. Where retention of title is not enforceable under the Buyer’s local law, Yeastup may invoke any other available rights in its deliveries. Until full payment, the Products may not be pledged, transferred for security or otherwise encumbered, and may only be resold in the ordinary course of business.

Prior to transfer of ownership, the Buyer shall, at its own expense, properly maintain and sufficiently insure the Products against loss (theft, spoilage, fire, water, etc.) and shall provide proof of such insurance upon request. The Buyer hereby assigns its claims against the insurer to Yeastup.

The Buyer shall assist in all measures necessary to protect Yeastup’s property, in particular to secure and register the retention of title where required.

8. Framework Contracts

Unless the Buyer specifies a different term, framework contracts run for 12 months from order date. After expiry, Yeastup may deliver and invoice any remaining quantities.

9. Warranty and Liability

9.1 Duty to Inspect and Notify

Obvious defects must be notified in writing within seven (7) calendar days of receipt of the Products, specifying the nature of the defects. Damage or loss during transport must be reported to Yeastup immediately upon receipt. In the event of transport damage the instructions of the insurer must be followed: visible damage or irregularities must be recorded and certified in writing by the carrier; the shipment shall be refused if such certification is not made. For damage discovered during unpacking (which must occur immediately after delivery), the Products shall remain in their condition and packaging, and the carrier must be requested orally and in writing (registered letter) to assess the damage. Claims for incorrect delivery or shortfall shall be made immediately upon discovery but no later than one month after invoice date.

9.2 Scope of Warranty

Yeastup warrants that the Products are manufactured in accordance with current food safety standards, including but not limited to HACCP, and all relevant national and international regulations. Subject to timely notification under clause 9.1, Yeastup shall, upon written request, repair or replace Products or parts thereof that demonstrably fail to meet the usual quality within their stated shelf life. Replaced Products shall be returned to Yeastup or disposed of in an environmentally sound manner as instructed; Yeastup shall bear the associated costs. Warranty is excluded for premature spoilage or quality loss caused by improper storage or handling by the Buyer.

9.3 Liability

Yeastup’s liability is limited to fulfilment of its warranty obligations. Any liability for direct or indirect damage—including lost profits or third‑party claims—arising from non‑performance or from operation or downtime of Products supplied by Yeastup is expressly excluded. Liability for consequential damages is likewise excluded. These exclusions do not apply in cases of gross negligence or wilful misconduct by Yeastup, nor where mandatory law provides otherwise.

10. Technical Changes / Product Development

Should technical changes be necessary, or should Products be improved, adapted or redeveloped in future, the then‑current version of the Products shall be deemed the contractual subject matter.

11. Suspension of Deliveries

In the event of cessation of payments, initiation of composition or bankruptcy proceedings, business closure or transfer of business on the Buyer’s side, Yeastup may, without prejudice to further rights, discontinue deliveries irrespective of outstanding orders.

12. Data Protection / Customer Data

Yeastup collects, stores and processes only data required to perform services, manage and maintain customer relationships, ensure high service quality, safeguard security and issue invoices. The Buyer consents to such data processing for the aforementioned purposes.

13. Intellectual Property Rights / Confidentiality

Yeastup retains all intellectual property rights and know‑how; no licences are granted. Yeastup and the Buyer mutually undertake to keep confidential all exchanged and acquired information. All such information shall, upon termination of the contract, be returned or destroyed.

14. Governing Law and Jurisdiction

These GTC are governed by Swiss substantive law, to the exclusion of its conflict‑of‑laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive place of jurisdiction for both parties is the registered seat of Yeastup. Yeastup may alternatively bring action before the competent court at the Buyer’s domicile.