1. General:
These General Terms and Conditions (GTC) apply to all transactions between Medvisis Switzerland AG and customers, unless otherwise agreed in writing. By placing an order, the customer expressly acknowledges these GTC.
Deviating terms and conditions of the customer shall only apply if they have been expressly and in writing acknowledged by Medvisis Switzerland AG. Deviating individual agreements from these GTC must be in writing.
Medvisis Switzerland AG reserves the right to change these GTC at any time without prior notice. The current version can be accessed at www.medvisis.com. These GTC apply to Switzerland and Liechtenstein.
2. Prices:
Unless otherwise agreed, the basis for invoicing shall be the ex-factory prices. Price changes are reserved. The ex-factory prices are exclusive of VAT. The statutory VAT rates apply. Medvisis Switzerland AG generally assumes no responsibility for inventory value corrections in the event of price adjustments. The customer is obliged, where legally required, to pass on any discounts granted to the payer of the service.
Furthermore, Medvisis Switzerland AG is entitled, even for individually agreed prices not subject to government regulation, to change or increase the prices for the contractual products at its own discretion, especially to account for cost increases in production and distribution. Medvisis Switzerland AG will inform customers at least 30 days before the planned price adjustment.
3. Delivery Conditions:
Orders that do not correspond to the intended shipping units will automatically be rounded up to a full shipping unit. The customer is obliged to accept partial deliveries.
Unless otherwise agreed, shipping is at the customer's expense and risk, usually by postal packages (Priority) or courier. Faster shipping methods ("Express") requested by the client will be charged based on effort.
4. Delivery Times:
All delivery times are subject to the availability of the goods at Medvisis Switzerland AG.
Orders are generally handed over to the post or courier for shipping within 3 working days after receipt of the order.
In the event of delayed delivery, Medvisis Switzerland AG must be put in default by written reminder. If Medvisis Switzerland AG is in default, it is presumed that the customer insists on delivery unless he declares withdrawal from the order in writing immediately after the expiry of a reasonable grace period.
Medvisis Switzerland AG is only liable for delays in delivery if intentional or grossly negligent behavior can be proven.
5. Warranty / Inspection and Acceptance of Goods:
Medvisis Switzerland AG warrants that the delivered goods are complete and free of defects at the time of the transfer of risk. The customer must inspect the goods immediately upon receipt for completeness and obvious defects.
The customer's warranty rights expire 12 months after receipt of the goods.
Externally visible defects (transport damage, quantity deviations) must be noted on each delivery note and reported to Medvisis Switzerland AG immediately, but no later than 5 working days after delivery. In the case of transport damage, a damage report must also be requested from the carrier. Hidden defects must be reported immediately after discovery, but no later than the expiry of the warranty period. Medvisis Switzerland AG rejects any warranty and liability for defects reported later, to the extent permitted by law.
If the delivered goods are defective and the defect has been reported by the customer in accordance with the contract, the defective goods will be taken back and replaced or credited by Medvisis Switzerland AG. However, a return or replacement delivery is only possible if and to the extent that defect-free replacement goods are still available at Medvisis Switzerland AG. All other warranty claims of the customer are excluded to the extent permitted by law.
If the customer fails to inspect and report defects in time, the delivered goods are deemed approved.
If defects are due to improper or unsuitable handling or storage by the customer, any liability on the part of Medvisis Switzerland AG is excluded.
The customer is entitled to a replacement delivery if items with an expiration date of less than 6 months are delivered or if individual batches are recalled by Medvisis Switzerland AG or an authority, provided the return is made within one month of notification. Otherwise, all returns/replacements are excluded.
6. Payment Terms:
Payment terms: 30 days net from invoice date. Offsetting with claims against Medvisis Switzerland AG is excluded.
7. Default of Payment:
If the customer does not meet the payment deadline, he is in default without reminder after the deadline. In this case, Medvisis Switzerland AG is entitled to charge default interest of 5%.
In the event of payment default, Medvisis Switzerland AG is also entitled to suspend or withdraw from all delivery and credit obligations without setting a grace period. The same applies if the customer becomes insolvent.
8. Liability:
Medvisis Switzerland AG is only liable for damages caused to the customer by intentional or grossly negligent behavior. Any further liability is excluded to the extent permitted by law. In particular, Medvisis Switzerland AG is not liable for indirect or consequential damages such as lost profits, unrealized savings, loss of business opportunities, or third-party claims.
9. Force Majeure:
In cases of force majeure, Medvisis Switzerland AG is released from its contractual obligations for the duration and extent of the disruption. Any liability for damages caused by delivery delays due to force majeure is excluded. Force majeure includes natural disasters, acts of war, strikes, pandemics, official interventions, and all other production and distribution obstacles not attributable to Medvisis Switzerland AG.
10. Intellectual Property:
All intellectual property rights associated with the goods (patents, supplementary protection certificates, trademarks, copyrights, etc.) remain the exclusive property of Medvisis Switzerland AG or the manufacturer. Medvisis Switzerland AG disclaims any legal warranty in this regard to the extent permitted by law.
11. Vigilance:
The customer is obliged to immediately forward any known adverse effects/events related to a product sold by Medvisis Switzerland AG and to cooperate to the best of their ability to fulfill regulatory reporting obligations. The customer will also immediately inform Medvisis Switzerland AG of any defects or information indicating systematic product errors or product liability cases.
12. Severability Clause:
Should any provision of these General Terms and Conditions be wholly or partially invalid or should there be a gap, the validity of the remaining provisions shall not be affected. In the event of an invalid provision or a gap, it shall be replaced or filled with a provision that the parties would have agreed upon at the time of contract conclusion had they been aware of the gap.
13. Confidentiality:
Medvisis Switzerland AG and the customer undertake not to disclose any information regarding contract terms (including discounts) and business or trade secrets obtained through the processing of orders to third parties.
14. Compliance/Anti-Corruption:
The customer ensures that he and his staff will comply with all applicable anti-corruption regulations and industry standards in Switzerland throughout the contractual relationship – particularly the special regulations for the healthcare sector.
If Medvisis Switzerland AG becomes aware of a violation of anti-corruption regulations or other legal violations by the contracting party or its staff, or if there is a justified suspicion of such a violation, Medvisis Switzerland AG is entitled to terminate the business relationship without notice. In the event of termination, the customer has no compensation claims against Medvisis Switzerland AG. The contracting party is also liable for damages.
15. Data Protection:
Medvisis Switzerland AG collects master data (name and address), sales data (revenues, sold products, etc.), and visit reports (e.g., product demonstrations, support, training, or event participation) from the customer. The data is processed solely for contract execution and maintaining business relationships and is stored only as long as necessary for contract fulfillment and business interest.
Medvisis Switzerland AG uses both internal services and external third parties (e.g., hosting providers) for processing.
For inquiries, especially regarding access, correction, deletion, restriction of processing, or objection to the processing of personal data, the customer can contact: info@medvisis.com. The customer will not send or disclose any (end) customer or patient data in non-anonymized form or otherwise identifiable form without prior agreement.
16. Jurisdiction and Applicable Law:
The contract is subject to Swiss substantive law. The application of the United Nations Convention of April 11, 1980, on Contracts for the International Sale of Goods is excluded. The exclusive place of jurisdiction for all disputes arising from or in connection with these General Terms and Conditions or individual deliveries is Solothurn.
Medvisis Switzerland AG, Gaessli 18, 4614 Haegendorf, Switzerland