Terms and Conditions of Sale

OplaBio SA (UglyFruits)

Moosgasse 34 - 3210 Kerzers (operational headquarters)

Avenue du Mail 18, 2000 Neuchâtel (registered office, migration in progress)

VAT no.: CHE-140.486.678

pro@uglyfruits.ch | pro.uglyfruits.ch

Publisher

The pro.uglyfruits.ch site is owned and operated by OplaBio SA (hereinafter “UglyFruits”), registered with the Commercial Register under number CHE-140.486.678. Operational headquarters: Moosgasse 34 - 3210 Kerzers, Switzerland. Contact: pro@uglyfruits.ch

Host

The site is hosted by Hetzner Online GmbH, Industriestr. 25, 91710 Gunzenhausen, Germany. Servers are located in Germany/EU and ISO 27001 certified.

Liability

Despite all the care taken in creating and updating the site, errors may remain. UglyFruits cannot be held liable for any direct or indirect damage resulting from access to the site or use of its content. UglyFruits may, at any time and without notice, modify the information and services described.

Hyperlinks

Links from pro.uglyfruits.ch to third-party sites do not engage UglyFruits’ liability for the content of those sites. These links are provided for convenience only.

OplaBio SA (hereinafter “UglyFruits” or “we”) offers, through uglyfruits.ch and pro.uglyfruits.ch, a recurring Subscription service of organic fruit and vegetable Baskets sourced from surplus or unsold produce from partner producers, delivered to businesses in Switzerland.

These Terms and Conditions govern all relations between UglyFruits and any legal entity (hereinafter “the Client”) subscribing to a B2B, business-to-business offer. By placing an order, the Client confirms that they’ve read, understood, and unreservedly accepted these Terms and Conditions.

1.1. Data controller: OplaBio SA, Avenue du Mail 18, 2000 Neuchâtel.

1.2. For details on data processing, please consult our Privacy Policy available at pro.uglyfruits.ch.

UglyFruits offers Baskets of fresh fruit and vegetables in S/M/L/XL formats, delivered on a weekly Subscription basis.

The composition varies by season and availability. UglyFruits commits to maintaining the agreed volume and value. If a product is unavailable, it’ll be replaced with an item of similar value and nature. Photos and descriptions on the site are for guidance only and not contractual.

Subscriptions are taken out via the Site or by written exchange. The contract is concluded when the order confirmation is clicked on the UglyFruits site. The first delivery constitutes definitive acceptance of these Terms and Conditions. A confirmation email summarizes the details for each new Subscription.

If the Client isn’t satisfied with their first delivery, they can request a refund under the following conditions:

• Request sent by email to pro@uglyfruits.ch within 30 days of the first delivery

• Refund capped at CHF 44.– (value of the Small Basket, or the smallest format offered on our site)

• Valid once per Client (legal entity), only for a first Subscription

• Not combinable with other offers or discounts

5.1. All prices are in CHF, excluding VAT.

5.2. Invoicing at the end of the month, sent by email. Payment terms: 30 days net from the date of issue.

5.3. Late payment. Failing payment within the period set out in art. 5.2, the Client is in default by operation of law, with no prior formal notice required (art. 102 para. 2 CO). Default interest at the rate of 5% per year (art. 104 CO) is due from the first day of delay. Flat-rate reminder fees of CHF 25.– are charged from the second reminder. UglyFruits reserves the right to suspend any current or future delivery and to initiate debt collection proceedings under the Swiss Federal Act on Debt Collection (LP) without further notice; collection and enforcement costs are borne by the Client.

5.4. Retention of title. Goods delivered remain the property of UglyFruits until full payment of the sale price (art. 715 CC).

5.5. Price revision: any change to the rate of an ongoing Subscription is notified by email at least 15 days before it takes effect. The Client may cancel before it applies (art. 9). Otherwise, the new rate applies at the next billing cycle.

6.1. UglyFruits delivers to the agreed addresses in French-speaking Switzerland, according to the schedule defined at the time of order, through its network of logistics partners (cargo bike or carrier). Deliveries within Switzerland are made via Swiss Post.

6.2. Once the goods are effectively dropped off, responsibility for preserving the products rests solely with the Client.

6.3. Transport crates and bins remain the property of UglyFruits and are collected at each delivery. Cardboard boxes and single-use packaging, on the other hand, are provided permanently and aren’t collected; sorting and recycling them is the Client’s responsibility. In the event of repeated loss or damage, UglyFruits may charge for replacement.

6.4. If a delivery falls on a public holiday, UglyFruits reserves the right to postpone the delivery to another date or cancel the next scheduled delivery, with prior notice to the Client.

In the event of a missing, damaged, or non-compliant product, the Client must notify UglyFruits by email (pro@uglyfruits.ch), with a photo as proof, within 36 hours of receipt. After this period, the delivery is deemed compliant.

UglyFruits will offer, as appropriate: replacement at the next delivery or a credit note. UglyFruits’ liability is limited to the value of the products recognized as defective.

Any change or cancellation of a delivery must be communicated through the customer portal, no later than Friday at 12 p.m. (Swiss time) the week before the delivery concerned.

Any request received after this deadline is processed for the following delivery. UglyFruits may charge for the delivery if the cancellation is past the deadline.

9.1. Suspension: the Client may temporarily suspend their Subscription (e.g., company closure) through the customer portal or by email, respecting the deadline in Article 8.

9.2. Termination: the Client may terminate at any time, free of charge, respecting the notice period in Article 8. Termination takes effect after the last confirmed delivery.

9.3. UglyFruits may terminate the Subscription in the event of non-payment or breach of the Terms and Conditions, after a formal notice has remained without effect.

UglyFruits’ liability can’t be engaged in cases of force majeure (strikes, breakdowns, bad weather, transport disruptions, etc.) or for indirect damage. In any event, it is limited to the value of the products in the delivery concerned.

All elements of the pro.uglyfruits.ch site (text, images, logos, videos, etc.) are the exclusive property of OplaBio SA. Any reproduction or use, even partial, without prior written agreement is prohibited.

UglyFruits may modify these Terms and Conditions at any time. Substantial changes are notified by email at least 14 days before they take effect. Continuing the Subscription after notification constitutes acceptance of the new Terms and Conditions.

These Terms and Conditions are subject to Swiss law. In the event of a dispute, the parties undertake to seek an amicable solution before any judicial proceedings. Failing that, the courts of the Canton of Fribourg (Switzerland) have sole jurisdiction, subject to appeal to the Swiss Federal Supreme Court.