Conditions générales d'affaires
SIGVARIS AG, Switzerland ("SIGVARIS")
1.1 A contract for the sale and supply of SIGVARIS products ("Sales Contract") entered by and between SIGVARIS and the SIGVARIS' customer ("Purchaser") in a separate document shall be deemed binding upon receipt by Purchaser of SIGVARIS' written order confirmation stating its acceptance of the Purchaser's order if not mutually agreed otherwise in writing by the contracting parties.
1.2 These general terms and conditions of sale and supply ("Terms & Conditions") shall apply and be binding between the contracting parties ("Parties") if declared applicable in SIGVARIS' quotation, or order confirmation, or invoice. Any conditions stipulated by Purchaser in its request for quotation or purchase order which are in contradiction to these Terms & Conditions shall only be valid if expressly accepted by SIGVARIS in writing.
1.3 All agreements and legally relevant declarations of the Parties must be in writing to be valid. Declarations in text form transmitted by electronic media will be construed as declarations in writing if Purchaser does not expressly stipulate anything to the contrary in writing and SIGVARIS agreed.
2. Compliance with Laws
2.1 Purchaser shall comply with all laws and regulations applicable in its sales territory.
2.2 SIGVARIS is under the regulatory obligation for medical products to observe the markets where its products are sold. Purchaser shall actively support SIGVARIS in observing its market and shall promptly report any relevant incidence with respect to the SIGVARIS products. Any communication with the authorities and/or the public marketplace related thereto shall be made under SIGVARIS' exclusive control and the active cooperation of Purchaser.
3. Prices, Terms of Payment
3.1 SIGVARIS shall sell the SIGVARIS products at its list prices applicable at the time of the receipt of Purchaser's request for quotation or purchase order and confirmed in SIGVARIS' order confirmation (“List Prices”). SIGVARIS shall make the price list available to Purchaser upon request ("Price List").
3.2 SIGVARIS shall be entitled to change its List Prices at any time.
3.3 Purchaser shall be free and unrestricted to fix the retail prices of the SIGVARIS products to its customers. Notwithstanding the foregoing, SIGVARIS may set out recommended retail prices that are only indicative for Purchaser.
3.4 The following terms of payment and delivery shall apply:
- All of SIGVARIS' prices are in Swiss Francs (CHF) and are exclusive of any applicable value-added tax incumbent on SIGVARIS and apply in accordance with the INCOTERMS 2020 specified in the Price List. Purchaser shall bear all import duties and taxes for importing the SIGVARIS products into its territory. The INCOTERMS applicable to delivery of the SIGVARIS products shall be identical to the INCOTERMS applicable to the payment terms set out in the Price List.
- Invoices of SIGVARIS shall be due for payment either on a prepayment basis or on an open account basis, as decided by SIGVARIS in its unfettered discretion, net of any deductions and bank charges which are to be borne by Purchaser within the number of days indicated in the invoice to the SIGVARIS bank account. Payments shall not be deemed to have been made until SIGVARIS is able to dispose of such amount on its bank account.
- In case of breach of the payment terms set out in Section 22.214.171.124.2, Purchaser shall be deemed immediately in default without any further notice. SIGVARIS shall be entitled to charge late interest in the amount of 5 % p.a.
- Purchaser shall not be entitled to retain payments to SIGVARIS or to set off any counterclaims against amounts due to SIGVARIS unless SIGVARIS has accepted such retention of funds or counterclaims in writing.
4. Supply of SIGVARIS Products
4.1 SIGVARIS shall be entitled to reject Purchaser's purchase orders for justified reasons only. Justified reasons shall mean, without limitation, the order cannot be handled due to internal or external production difficulties, change of production methods, bottlenecks due to unexpectedly high demand or any other reasonably unforeseeable events.
4.2 Once SIGVARIS has confirmed Purchaser's orders, it shall only be released from its delivery obligation in the event of unforeseeable circumstances beyond its reasonable control (force majeure) and which occur after confirmation of the order.
4.3 Purchaser shall not be entitled under any circumstance to claim compensation for damages, losses and costs incurred as a consequence of the non-delivery or late delivery pursuant to Sections 4.1 and 4.2.
5. Product Warranty, Liability and Damages
5.1 SIGVARIS shall be liable to Purchaser:
- for damages caused to Purchaser intentionally or by gross negligence by SIGVARIS' directors, officers, employees and/or agents;
- for defects in workmanship and material causing the loss of the medical effectiveness of the compression effect of the SIGVARIS products as further set out in Section 5.2 below;
- pursuant to the provisions of any product liability law applicable in each case.
5.2 Limited Express Product Warranty to Purchaser
- SIGVARIS hereby warrants to Purchaser that the SIGVARIS products are free from defects in workmanship and material causing the loss of functionality / the medical effectiveness of the compression effect during the warranty period of various lengths indicated in the Instructions for Use (IFU) of thw SIGVARIS product (e.g. 6 months for SIGVARIS compression products according to RAL-standard) starting with the date of purchase by the end user of the SIGVARIS products, provided, however, that such date of sale does not exceed the expiration date of the SIGVARIS product indicated on the packaging of the SIGVARIS product, which may vary for each SIGVARIS product, failing which the warranty claim shall be rejected. Not covered by this product warranty are defects due to normal wear and tear, incorrect handling, or any intentional or negligent damaging of the SIGVARIS products.
- Purchaser shall notify SIGVARIS promptly in writing of any defect and in no event later than eight (8) days after Purchaser obtaining knowledge of such defect. Such notice shall contain a detailed description of the defect.
- In case of any defect, SIGVARIS shall at its sole discretion either replace SIGVARIS products or refund its price (“Limited Express Warranty”). Any remedies other than the Limited Express Warranty are hereby expressly excluded including, without limitation, any right to claim for compensation for direct, indirect, consequential and/or any other damage under any characterization other than the damage to the SIGVARIS product itself.
- SIGVARIS shall be released of any warranty obligation if the SIGVARIS products are used by Purchaser and/or any end user for applications other than the intended use (off label use) or if they have been modified.
5.3 General Limitation of Liability: Within the limitations of applicable law, SIGVARIS' liability for direct, indirect, consequential and/or any other damage under any characterization shall be excluded save in case of gross negligence or wilful misconduct on the part of SIGVARIS. SIGVARIS' liability shall be capped to the sales price charged to Purchaser of the SIGVARIS product.
6. Trade Names, Trademarks
6.1 Purchaser acknowledges and accepts the sole beneficial ownership by SIGVARIS of its trade names, and trademarks “SIGVARIS” as well as of the designations of the SIGVARIS products or any other existing and/or future trade names, or trademarks, or designation to be notified by SIGVARIS, irrespective of whether or not such trade names or trademarks are registered in Purchaser's territory.
6.2 The registration and use by Purchaser of the SIGVARIS trademark as a domain name is strictly prohibited.
7. Final Provisions
7.1 A Sales Contract including by reference these Terms & Conditions shall remain in force and effect for the duration of the sale's transaction until full payment of the SIGVARIS invoice by Purchaser whereafter it shall lapse with the exception of the Sections 5, 6, 7, and 8 which shall survive.
7.2 The general terms and conditions of purchase of the Purchaser shall be expressly excluded for all Sales Contracts entered under these Terms & Conditions.
7.3 If one or several provisions of these Terms & Conditions are found to be invalid, illegal, or unenforceable for whatever reason, the validity and enforceability of the remaining provisions shall remain unaffected. Any invalid, illegal, unenforceable, or incomplete provision shall be replaced by such valid, legal, and enforceable provision as comes closest to the original intentions of the Parties. Same shall apply if there is a need of closing a gap in these Terms & Conditions.
8. Applicable Law, Venue
8.1 The laws of Switzerland with the exclusion of its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG) shall be applicable to the Terms & Conditions and any sales contract concluded hereunder.
8.2 The ordinary courts at the seat of SIGVARIS shall be competent.
St. Gallen January 2021