General Terms and Conditions

General Terms and Conditions

V 15/2016

General

The following Terms of Sale and Delivery apply to all business relations between Nouvag AG and its customers. By placing an order the customer accepts these Terms as binding. Differing, contrary or supplementary General Terms of Business, even if notified, shall not be part of the contract unless their validity is expressly approved in writing. Any conditions stipulated in writing in the contract that deviate from these Terms of Sale and Delivery shall take precedence.

Offer, Prices

All Nouvag AG’s prices are ex works inclusive of packing but exclusive of shipping expenses. Value-added tax shall be charged separately according to the statutory regulations in force on the date of delivery or performance. Nouvag AG reserves the right to change prices, including without notice. The right to make technical and other modifications to a reasonable extent is reserved.

Dispatch, Delivery

Goods are always shipped uninsured and in all cases at the customer’s expense and risk. This also applies in case of delivery carriage paid and irrespective of the means of transport used or who selects the means of transport. Transit insurance is arranged only at the customer’s express request. Expenses thereby arising shall be to the customer’s account exclusively. Unless otherwise agreed in writing the price risk passes to the customer upon dispatch of the goods or, if the customer defaults in accepting delivery of the goods, upon notification of readiness for dispatch by Nouvag AG. Unless otherwise agreed in writing the place of consignment, the route and the means of transport shall be chosen by Nouvag AG to the best of its judgment, without undertaking liability for the cheapest and fastest transport. Stated delivery and unloading times are not binding unless expressly otherwise stipulated in writing. If the customer provides the means of transport it shall be the customer’s responsibility to have it ready on time. Nouvag AG shall be promptly notified of any delays. Expenses thus arising shall be borne by the customer.

Notification of Defects

The customer shall inspect goods delivered straight away for possible defects. Incomplete or incorrect deliveries and complaints about apparent defects shall be notified to Nouvag AG in writing within five days from receipt of the goods; hidden defects and errors shall be notified immediately upon discovery. The nature and extent of the alleged defect must be clearly stated in the defect notification. If defects and errors are not notified within the stipulated time the delivery shall be deemed accepted and no warranty claim may be made.

Warranty

In the case of justified, timely defect notifications Nouvag AG shall, taking appropriate account of the customer’s interests, fulfil the warranty by correction, granting a price reduction or substitute delivery (replacement) or take back the goods and refund the purchase price. Nouvag AG reserves the right to choose the warranty remedy in each case. Other claims of any kind whatsoever against Nouvag AG, in particular claims for compensation for a direct loss or consequential loss, are expressly excluded insofar as legally permissible. Discharge of a justified warranty obligation shall not affect any guarantee undertakings given to third parties and shall not, therefore, have the effect of extending the time limit of either the warranty or the guarantee. To ensure the effectiveness of the subsequent consumer warranty the customer shall store the products in the correct manner for not more than three years after purchase. If the product is sold to the consumer or a reseller after that time, NOUVAG AG may charge any warranties to the customer

Um die spätere Garantie beim Endverbraucher sicherzustellen, darf der Kunde die Produkte maximal 3 Jahre nach dem Kauf ordnungsgemäß lagern. Erfolgt der Verkauf des Produkts nach dieser Frist an den Endverbraucher oder einen Wiederverkäufer, so kann die NOUVAG AG allfällige Garantieleistungen dem Kunden verrechnen.

Return of Goods

Return of goods delivered requires the prior consent of Nouvag AG. If goods are nevertheless sent back Nouvag AG shall be reimbursed for all expenses arising in consequence. The customer shall not derive any claims or other legal consequences from the acceptance of returned goods. In the case of agreed return of goods Nouvag AG reserves the right to apply a handling charge in respect of the expenses arising from return and to make a deduction commensurate with the age and condition of the goods when issuing a credit note for their value. The amount of the deduction shall be determined by Nouvag AG. Sterile goods are nonreturnable on principle.

Exclusion of Liability

Liability for breaches of duty due to ordinary negligence by Nouvag AG and Nouvag AG’s vicarious agents shall be excluded. The above limitations of liability shall not concern customer’s claims based on product liability or any guarantees given. The limitations of liability shall also not apply to customer’s personal injury, health impairment or loss of life attributable to Nouvag AG.

Payment

Invoices for goods delivered shall be paid in accordance with the respective agreements made. In the absence of written agreement between the parties about the time allowed for payment then invoice amounts shall be due without deduction immediately upon receipt of the invoice. At Nouvag AG’s request payment may be changed to collect on delivery. Bills of exchange or cheques will be accepted only by special written agreement and always only on account of payment. Discount and bill charges are to the customer’s account and are due immediately. In case of delay in payment default interest at the rate of 8% above the base interest rate shall be payable. Set-off by the customer shall be excluded save in the case of debts that have been acknowledged in writing by Nouvag AG or that are non-appealable. If the customer ceases the proper conduct of its business, measures of execution are taken against it, a cheque or bill protest takes place or temporary delay of payments or suspension of payments occurs or if the customer applies for judicial or extrajudicial compensation or if an administrator is appointed to realise and distribute its assets or a bankruptcy petition is refused because of insufficient assets to cover the costs, then Nouvag AG shall be entitled to make all debts arising from the business relationship due immediately, even if bills or cheques have been accepted or payment by instalments has been agreed. The same shall apply if the customer is in default of payment or if other circumstances become known that cast doubt upon its credit worthiness. In such a case Nouvag AG shall also be entitled to demand payment in advance or furnishing of security, to realise securities furnished and to withdraw from the contract and claim damages for nonperformance. Assignment of customer’s claims against Nouvag AG to third parties and transfer of rights and obligations arising from the contract of sale concluded shall not be permissible without Nouvag AG’s prior written consent.

Retention of Title

Goods delivered remain the property of Nouvag AG until full discharge of the customer’s obligations, in particular payment of the purchase price together with all incidental expenses and interest, charges, expenses, etc. If the goods are resold the customer shall assign the claims arising from sale of the conditional goods to Nouvag AG. The customer shall indicate the assignment by making notes to that effect in its books and upon request by Nouvag AG shall provide the name of the purchase price debtors and full details of the claims assigned in figures. Nouvag AG hereby accepts assignment. The customer shall bear any charges or taxes connected with assignment and shall indemnify and hold harmless Nouvag AG in this respect.  Nouvag AG shall be entitled at any time to disclose the assignment and to collect the claims assigned. The customer shall always adequately insure the conditional goods against the usual risks such as loss through natural hazard and shall produce proof of insurance to Nouvag AG on request. The customer hereby assigns any insurance claims to Nouvag AG. The customer shall also store the goods in accordance with Nouvag AG’s instructions and the state of the art. While the retention of title is in force the customer shall treat the goods with care. Any maintenance and servicing necessary shall be regularly carried out by the customer at its own expense.

Medical Devices

The customer hereby confirms that it is familiar with the relevant national, European and international regulations in connection with the sale of medical devices, such as the Medical Devices Act or the Guidelines on a Medical Device Vigilance System, and undertakes to comply with them. The customer also confirms that it is qualified and authorised to deal in, store and purchase medical devices pursuant to the applicable national European and international regulations.

Intellectual Property

Offers and projects and the associated drawings, dimension drawings and descriptions are the intellectual property of Nouvag AG and shall not be copied or made accessible to third parties without the consent of Nouvag AG.

Export Clause

Re-exports by the customer shall in all cases require the prior written consent of Nouvag AG.

Packaging

If Nouvag AG is obliged by law to take back transit packaging and external packaging then the customer shall bear the expenses of sending back the used packaging.

Force Majeur

In case of force majeure affecting Nouvag AG or one of its suppliers Nouvag AG shall be entitled to suspend deliveries for the duration of the impediment and an appropriate start-up period or, according to its impact, to withdraw wholly or partly from the contract.  Examples of force majeure include, but are not limited to: All effects of forces of nature, such as earthquake, lightning strike, frost, storm, flooding; also war, legislation, official intervention, seizure, transport disruptions, export, import and transit prohibitions, international payment restrictions, raw material and energy shortages; also operating disruptions such as explosion, fire, strikes, sabotage and all other events only preventable at disproportionate expense and using economically unacceptable means.

Consent under Data Protection Law

The customer expressly consents that personal data supplied by the customer now or in future may be collected, processed and used by Nouvag AG for marketing purposes, including creating a customer file. The customer may at any time cancel this consent with future effect.

Final Provisions

Business relations shall be governed by Swiss law excluding the conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising indirectly or directly from the contract shall be the court in Rorschach, Switzerland competent as regards the subject matter. The place of performance for delivery and payment shall be Nouvag AG’s registered office. Should individual provisions of the contract or these Terms of Business be or become wholly or partly ineffective this shall not affect the validity of the other provisions. The wholly or partly ineffective provision shall be deemed to be replaced by a provision coming as close as possible to its economic intent. All amendments and additions to contracts between Nouvag AG and the customer shall be set down in writing. This shall also apply to waiver of the written form stipulation.

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