1. validity
The deliveries, services and offers of our company are made exclusively on the basis of these GTC, irrespective of the type of legal transaction. All our declarations of intent under private law are to be understood on the basis of these GTC. We shall only recognize deviating terms and conditions if we have expressly agreed to them in writing. In this respect, acts of contract fulfillment on our part shall not be deemed as consent to contractual conditions deviating from our GTC. These GTC shall also apply as a framework agreement for all further legal transactions between the contracting parties.
2. conclusion of contract (order)
A contract or order is concluded when we have received a written order confirmation from the customer. The order shall be deemed confirmed when the customer has sent or handed over our offer or the order (in the case of telephone orders) to us in a legally binding manner by fax, post, e-mail or in person.
Sending or handing over the ordered goods to the customer also results in the valid conclusion of the contract or a binding order placed with us. A binding order placed with us is irrevocable. Withdrawal from the contract is only possible for important reasons. We are only obliged to deliver or perform in accordance with the order if the customer has fulfilled his obligations.
3. withdrawal from the contract
In the event of default of acceptance, default of payment, opening of bankruptcy proceedings against the customer’s assets or rejection of a bankruptcy petition for lack of assets to cover costs or other important reasons in accordance with statutory provisions, we shall be entitled either to insist on fulfillment of the contract or to withdraw from the contract and sell the goods elsewhere.
4. prices
Our prices are ex warehouse (according to INCOTERMS) excluding value added tax (VAT). The actual costs in connection with the shipment of the goods will be charged additionally.
The prices agreed at the time the order is placed shall apply until the agreed delivery date. If acceptance of the ordered delivery or service is delayed by the customer or if the customer requests a later delivery date than agreed, we shall be entitled to adjust the price agreed in the order to the new price in the event of a price increase in the meantime.
All discounts and concessions on products that can be prescribed in Switzerland must be passed on to the patient or the insurer in accordance with Art. 56 KVG. Prevedo GmbH expressly refers to this legal provision. The passing on of discounts is the responsibility of the purchaser.
5. terms of payment
Unless otherwise agreed, our invoices must be paid no later than 30 days after the invoice date.
In the event of default in payment, default interest in the amount of 5% plus all other costs incurred in the collection of our claim (fees, etc.) shall become due. In the event of default in payment, we shall be released from all further performance and delivery obligations and shall be entitled to withhold any outstanding deliveries and services.
Offsetting against counterclaims is only permitted in consultation with us.
6. reservation of title
The delivered goods remain the property of the seller until the agreed purchase price has been paid in full.
The customer shall bear the full risk for the reserved goods, in particular for the risk of loss, damage or deterioration.
If we take back or reclaim the goods subject to retention of title, this shall only constitute a withdrawal from the contract if this has been expressly agreed. If goods are taken back, we shall be entitled to charge the customer for any transportation and handling costs incurred.
7 Delivery, transportation, shipping
If delivery delays occur due to force majeure, strike, lockout or other delays for which we are not responsible, e.g. late delivery of the goods by our supplier, the agreed delivery date shall be postponed accordingly. However, if the delay in delivery lasts for more than six weeks, the customer shall be entitled to withdraw from the contract without a cancellation fee. However, claims for damages against us are excluded in this case. Shipment or collection of the goods by the customer shall be at the customer’s risk and expense. The same applies to the disposal of the packaging material in accordance with statutory provisions.
Notwithstanding the statutory provisions, the risk of accidental loss or accidental deterioration shall in any case pass to the customer upon handover to the carrier – even in the case of delivery free to destination. At the express request of the customer, we shall take out transport insurance at the customer’s expense.
8. transfer of benefit and risk
Benefit and risk shall pass to the customer at the latest upon dispatch of the delivery from our works. If dispatch is delayed at the request of the customer or for other reasons for which we are not responsible, the risk shall pass to the customer at the time originally intended for delivery from our works. From this point in time, the delivery shall be stored and insured at the expense and risk of the customer.
9. testing and acceptance
The delivery will be inspected by us before dispatch. The performance of a special acceptance test and the determination of the conditions applicable thereto shall require a separate agreement.
The customer must inspect the goods and services within 8 days of receipt and notify us immediately in writing of any defects. If he fails to do so, the delivery and services shall be deemed approved – subject to any hidden defects.
10. guarantee / liability for hidden defects
10.1. Unless expressly agreed otherwise, the warranty period for the delivery item is 24 months. It begins with the dispatch of the delivery from our factory. If shipment is delayed for reasons for which we are not responsible, the warranty period shall end no later than 30 months after notification of readiness for shipment. For replaced or repaired parts of the delivery item, the warranty period shall be 6 months from their replacement or completion of the repair, if the warranty period for the delivery item expires earlier.
10.2. The warranty shall expire prematurely if the customer or third parties carry out modifications or repairs without our prior written consent or if, in the event of a defect, the customer does not immediately take all appropriate measures to minimize the damage and give us the opportunity to remedy the defect.
10.3. We undertake, at the written request of the customer, to repair or replace as quickly as possible, at our discretion, all parts of the delivery item which are demonstrably defective or unusable as a result of poor material, faulty design or poor workmanship before the expiry of the warranty period. The defective parts shall be sent to us on request. If defective parts are replaced, the replaced defective parts shall become our property.
10.4. Excluded from the guarantee and liability are damages which cannot be proven to have arisen as a result of poor material, faulty design or poor workmanship, e.g. as a result of natural wear and tear, poor maintenance, failure to observe operating instructions, excessive strain, unsuitable operating materials, chemical or electrolytic influences, assembly work not carried out by us, and as a result of other reasons for which we are not responsible.
10.5. The prerequisite for warranty services arising from defective software programs is that the error can be reproduced in the unmodified original version of the software program in question and is also documented in as much detail as possible. In the event of loss of or damage to data and/or data carrier material, the warranty does not cover the cost of recovering lost data.
11 Liability and compensation
Claims of the customer other than those expressly stated in these terms of delivery, irrespective of the legal grounds on which they are based, are excluded.
Under no circumstances shall the customer be entitled to claim compensation for damage that has not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damage. This exclusion of liability shall not apply in cases of gross negligence or unlawful intent or insofar as it is contrary to mandatory law.
12 Applicable law and place of jurisdiction
The contractual relationship is governed exclusively by Swiss law.
The place of jurisdiction for all disputes arising from the contract is Zurich. The seller is also entitled to sue the buyer at the buyer’s domicile.
13. final provisions
If a provision of our GTC is or becomes invalid, the remaining provisions shall remain valid.
The customer is obliged to notify us immediately in writing of any changes to his delivery address. If the customer does not comply with this obligation, legal declarations on our part shall nevertheless be deemed to have been delivered to the customer on time and with legal effect.
Plans, sketches, concepts or other documents prepared by us as well as samples, catalogs, brochures, illustrations and the like shall remain our intellectual property. Unless expressly agreed in writing, the customer shall have no rights of use or exploitation in this respect.
