minimalistKonzept logo - Premium cosmetic ingredients supplier
minimalistKonzept - cosmetic solutions

MinimalistKonzept GmbH – General Terms & Conditions

1 General Terms and Conditions

minimalistKonzept GmbH (hereinafter referred to as “minimalistKonzept” or “we”)

As of: September 1, 2025

Part A – General Terms and Conditions of Sale and Delivery

§ 1 Scope

  1. These terms and conditions of sale and delivery (“Terms and Conditions”) apply to all – including future – contracts for the sale and delivery of goods and other services by minimalistKonzept to entrepreneurs (§ 14 BGB/German Civil Code (UGB)), legal entities under public law or special funds under public law with their registered office or branch in Switzerland, Germany, or Austria (hereinafter collectively referred to as “Buyer”).
  2. Conflicting, deviating, or supplementary terms and conditions of purchase of the Buyer shall not become part of the contract, even if they are known, unless minimalistKonzept expressly agrees to their validity in writing.
  3. INCOTERMS® 2020 shall be authoritative for the interpretation of internationally recognized trade clauses.

§ 2 Offer and conclusion of contract

  1. Our offers are subject to change. A contract is only concluded when we confirm the purchaser's order in writing (including by email) or begin execution.
  2. Verbal commitments, information, and guarantees made by our employees are only binding if they are confirmed in writing by the management or persons authorized to sign. The same applies to any waiver of this written form requirement.
  3. Additions such as “approx.”, “as before,” or similar in our offers refer exclusively to quality or quantity, not to price. Our quantity specifications are understood to be within customary tolerances; for deliveries in tank or silo vehicles, a deviation of ± 10% is considered contractual.

§ 3 Prices and payment

  1. Our prices are strictly net ex works/warehouse (EXW), plus statutory taxes, customs duties, fees, and packaging, unless otherwise agreed.
  2. Invoices are due immediately net without deduction, unless the order confirmation provides otherwise. Discounts require an express written agreement.
  3. If the payment deadline is exceeded, we charge default interest at a rate of 9 percentage points p.a. above the respective base rate (CH: SNB-SARON + 9 PP; DE/AT: Bundesbank + 9 PP). We reserve the right to claim further damages. A reminder is not required for default to occur.
  4. All standard bank transaction fees shall be borne by the buyer.
  5. If, between the conclusion of the contract and delivery, public charges (e.g., import duties) or our procurement costs increase by more than 10% for unforeseeable reasons (force majeure, war, pandemics, official measures, etc.), we shall be entitled to adjust the price in the same proportion.

§ 4 Delivery, delivery period, and transfer of risk

  1. Delivery and service periods are non-binding unless expressly agreed as “fixed.”
  2. We are entitled to make partial deliveries to a reasonable extent. Each partial delivery may be invoiced separately.
  3. The risk shall pass to the buyer upon provision of the goods in accordance with the agreed INCOTERM clause, or, in the absence of an agreement, upon handover to the first carrier.
  4. In the event of delivery obstacles for which we are not responsible (force majeure, transport delays, official interventions, labor disputes, epidemics, etc.), the delivery period shall be extended by the duration of the obstacle plus a reasonable start-up period. If the obstacle lasts longer than six months, both parties are entitled to withdraw from the contract.
  5. After order confirmation by minimalistKonzept SUISSE GmbH, the contract is considered legally binding. If the buyer nevertheless withdraws from the contract, minimalistKonzept reserves the right to claim a flat-rate expense allowance of EUR 200 net. Further claims for damages remain unaffected.

§ 5 Retention of title

  1. We retain title to all delivered goods until full payment of all claims arising from the current business relationship (current account reservation).
  2. The buyer is entitled to resell the reserved goods in the ordinary course of business; however, he hereby assigns to us in full the claims arising from this as security.
  3. Processing and treatment of the goods subject to retention of title shall be carried out for minimalistKonzept as manufacturer within the meaning of Art. 950 BGB (German Civil Code); we shall acquire ownership of the newly created products in proportion to the invoice value of the goods subject to retention of title to the value of the new item.
  4. If the realizable value of the securities exceeds our claims by more than 50%, we shall release securities of our choice upon request.
  5. If third parties access the goods subject to retention of title, the buyer must indicate our ownership and notify us immediately.

§ 6 Liability for material defects (warranty)

  1. The quality of the goods is determined exclusively by the agreed specification. Public statements, samples, or specimens do not constitute a guarantee of quality.
  2. The goods must be inspected immediately after delivery (§ 377 HGB/ UGB). Obvious defects must be reported in writing within 7 working days, hidden defects within 7 working days after discovery.
  3. In the event of a justified complaint, we shall, at our discretion, either repair or replace the goods. If the subsequent performance fails twice or is unreasonable, the purchaser may reduce the price or withdraw from the contract.
  4. Claims for damages and reimbursement of expenses are governed by § 7.

§ 7 Liability

  1. We shall only be liable for damages – regardless of the legal basis – in cases of intent or gross negligence. In cases of slight negligence, we shall only be liable for damages resulting from the breach of essential contractual obligations (cardinal obligations); in which case liability is limited to the typically foreseeable damage.
  2. The aforementioned limitations of liability do not apply in the event of injury to life, limb, or health, for claims under the Product Liability Act, or insofar as liability is mandatory by law.

§ 8 Limitation period

Claims arising from material defects and defects of title shall become time-barred within 12 months of delivery, unless the law prescribes longer periods or a case under § 7 (2) applies.

§ 9 Final provisions

  1. The place of jurisdiction for all disputes shall be – at minimalistKonzept's discretion – our registered office (Zurich) or the buyer's registered office.
  2. Substantive Swiss law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  3. Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree on an effective replacement provision that comes closest to the economic purpose.
  4. All amendments, supplements, and subsidiary agreements must be made in writing; this also applies to any waiver of this formal requirement. Text form (e-mail, fax) is sufficient.

Part B – General Terms and Conditions of Purchase

§ 1 Scope

  1. These Terms and Conditions of Purchase apply to all orders – including future orders – for goods, services, and contract work by minimalistKonzept from entrepreneurs (§ 14 BGB/UGB), legal entities under public law, or special funds under public law based in Switzerland, Germany, or Austria (hereinafter “Supplier”).
  2. Deviating terms and conditions of the Supplier shall only apply if minimalistKonzept expressly agrees to their validity in writing.
  3. INCOTERMS® 2020 are an integral part of every delivery agreement.

§ 2 Prices

  1. The agreed prices are fixed prices and, unless otherwise agreed, are DDP destination (INCOTERMS® 2020) including packaging, insurance and all ancillary costs, plus statutory sales tax.
  2. The supplier may only deliver more or less than the agreed quantity with prior written approval.

§ 3 Terms of payment

  1. Unless otherwise agreed, we pay within 14 days with a 3% discount or 30 days net from proper receipt of the invoice and complete delivery/service.
  2. Payment does not constitute acceptance of the delivery as being in accordance with the contract.
  3. We are entitled to rights of set-off and retention to the extent permitted by law.

§ 4 Delivery and default

  1. Agreed delivery dates are fixed dates. In the event of imminent default, the supplier must inform us immediately in writing and propose suitable countermeasures.
  2. If the supplier is in default, we are entitled to demand a contractual penalty of 1% of the net value of the goods per week or part thereof, up to a maximum of 10%; further legal claims remain unaffected.

§ 5 Transfer of risk and documents

  1. The transfer of risk is based on the agreed INCOTERM clause; in the absence of an agreement, DDP destination.
  2. The supplier must enclose complete shipping and quality documents (e.g., certificates of analysis, proofs of origin) with each shipment. There must be a clear batch correlation between the goods and document details.

§ 6 Warranty and liability

  1. The supplier warrants that all deliveries comply with the agreed specifications, the legal requirements of Switzerland, Germany, and Austria, and—in the case of deliveries to the EU—in particular Regulations (EC) 1907/2006 (REACH) and 1272/2008 (CLP).
  2. We shall inspect the goods on a random basis. Notifications of defects shall be deemed timely if they are made within 10 days of discovery.
  3. In the event of defects, we shall be entitled to our statutory rights. Subsequent performance shall be deemed to have failed after the first unsuccessful attempt.
  4. The supplier shall indemnify minimalistKonzept upon first request against all claims by third parties arising from product liability, property rights infringements, or other legal grounds, insofar as the cause lies within its sphere of control and organization, and shall reimburse all expenses incurred as a result (including recall costs).

§ 7 Compliance and Code of Conduct

  1. The supplier undertakes to comply with all applicable laws, in particular those relating to the prevention of corruption, money laundering, and sanctions, minimum standards of labor law, and environmental regulations.
  2. MinimalistKonzept has published a code of conduct. The supplier undertakes to pass this on to its own supply chains, along with equivalent standards, and to provide evidence of compliance.

§ 8 Limitation period

Claims for defects shall become time-barred 12 months after the transfer of risk, unless mandatory statutory periods provide for longer terms.

§ 9 Final provisions

  1. The place of jurisdiction is the registered office of minimalistKonzept (Lucerne, Switzerland); however, we are entitled to sue the supplier at its general place of jurisdiction.
  2. Swiss law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  3. Should any provision be invalid, the validity of the remaining provisions shall remain unaffected; in place of the invalid provision, a provision shall be deemed to have been agreed that comes closest to the economic purpose.
  4. Amendments or additions to these Terms and Conditions of Purchase must be made in writing; text form is sufficient.