General Terms and Conditions of Sale and Delivery
I. General Provisions
1. These general terms and conditions form an integral part of all submitted quotations and concluded sales contracts for supply of goods or rendered services by arcomed. Any deviating agreements and business terms of the buyer will only be deemed as binding from our part, if we acknowledge same in writing.
2. We reserve all proprietary rights for exploitation of our cost estimates, technical drawings and documentation paperwork whatsoever. Those documents may not be made accessible to third parties prior to our explicit consent.
II. Conclusion of Contract, Prices, Packaging
1. All offers, prices, delivery periods and any other promises are subject to change without notice, except as otherwise explicitly provided.
2. Our prices, unless otherwise provided, are on principle based on deliveries “ex works” (place of dispatch). For orders with an order value of less than € 200.00 we shall invoice proportionate handling charges.
3. All empties and return consignments travel at the consignor’s risk and expense.
4. Return consignments shall not be accepted prior to out consent. Customized products, opened packages and no longer saleable products are excluded from any taking back. Any accrued expenditure shall be invoiced.
III. Delivery, Passing of the Risk
1. We reserve the right – bearing in mind our customers’ interests – to effect partial shipments. Each partial shipment will be handled as a specific order on the basis of these sales conditions.
2. We do not undertake to pay contractual penalty and/or damage compensation in case of delayed delivery.
3. We reserve the right to add to the consignment manufactured excess-pieces of non- standard devices or makes according to customers’ specifications.
4. We reserve the right to reject a delivery in certain occasions. For instance certain of our material is not available for some specific markets
5. All shipments are expedited at the buyer’s risk and expense. The risk passes to the buyer not later than at the time of dispatch. This also applies for carriage-paid deliveries and for setting-up and assembly performed by us. Unless otherwise provided we shall determine shipping route and shipping means. Upon the buyer’s request the seller shall take out insurance for the consignment against the buyer’s expense.
IV. Acceptance of Delivery, Deficiency Claim, Warranty
1. The buyer is obliged to examine the goods immediately after receipt.
2. If the buyer does not notify a defect such as wrong shipments, quantity shortages or other deficiencies within 10 days after receipt of goods i.e. invoice, the delivery is deemed as executed in accordance with the contractual stipulations, provided that the deemed as executed in accordance with the contractual stipulations, provided that the customer is a merchant possessing full commercial capacity.
3. Proprietary deviations from quality, colour, measurement and weight do not constitute any claim for damage.
a) In case the delivery item is faulty or misses specified product features or becomes defective due to manufacture or material shortcomings within the warranty period, the seller shall deliver at his own discretion, exempting any other warranty claims of the buyer, a replacement or remedies the defect. Repeated subsequent improvements are admissible.
b) The warranty period comprises 12 months and commences with the delivery date.
c) The seller must be immediately notified in writing of any evident defects, but not later than within 2 weeks after delivery. The defective goods have to be made available for the seller’s inspection in the same faulty condition. Any infringement of above- mentioned obligations exempts the seller from any warranty claims.
d) Damages due to transport and delivery are not subject of any warranty claims against the seller.
4. Further claims, in particular damage claims resulting from delayed delivery as well as from any other real and legal reason are – as far as legally admissible – excluded. In any case damage claims whatsoever are restricted to events which result from wrongful intent and gross negligence. We reserve the right to inspect, examine and test the claimed merchandise.
The seller must concede us an appropriate period of time and opportunity for implementing necessary alterations as well as replacement deliveries, comprising products or parts thereof. If the buyer refuses to do so, we are exempt the buyer from his own obligation to examine our goods with a view to their suitability for the intended purposes. We shall only undertake to indemnify damage claims in cases of gross negligence or intent.
V. Retention of Title
1. Gaining knowledge about facts, which may seriously doubt the buyer’s creditworthiness or if the buyer refuses to fulfil the contract by means of step by step performance or security deposit, will entitle us to withdraw from the contract. The consignment may be dispatched to buyers, who are unknown to us, on the basis of advance payment or cash on delivery.
The goods shall remain our property until funds are received, which the seller owes us within the course of the existing business relation. The same applies if the buyer has paid the purchase price for specific customized supplies, since our retention of title shall serve as security provision against your debit balance.
1. Unless otherwise agreed goods to be settled within 10 days from date of invoice without any deduction at our indicated accounts. Any deduction of discounts is only admissible if explicitly noted on the invoice. Settlement of the due amount is effected on the day of receipt of funds or credit entry to one of our bank accounts.
2. Payments will be used for covering the cost and interest and for discharging the oldest due entries.
3. The seller reserves the right to levy a surcharge on unpaid accounts which is 0.03% per day for the amount overdue.
4. The transfer of bills of exchange and cheques is to be deemed as conditional payment. Bills of exchange will only be honoured according to special provisions. Their maturity term should not exceed 3 months. All accruing ban, discount and collecting expenses are to be borne by the buyer. We accept no responsibility for timely presentation and protestation. If a draft enters a protest for non-payment, all pending invoices – this applies even for those amounts, which are covered by drafts – will become due immediately.
5. Our claims may only be set off or retained, provided that we have acknowledged the counter-claim or same is legally stipulated.
VII. Place of Performance and Jurisdiction
The sole place of jurisdiction for all disputes arising from the contractual relation
directly or indirectly is Zurich. The contractual relationship shall be governed by Swiss Law.
VIII. Contractual Obligation
The contract will remain effective despite single invalid provisions in its remaining conditions. This shall not apply, if any adherence to the contract would represent an unacceptable hardship for one party.
IX. Data Processing Clause
We shall herewith inform the buyer that personal data is processed for the purpose of the established commercial relationship and that data – as far as legally admissible – will be utilized and transferred.