General terms and conditions
General terms and conditions
1. general
1.1 The following terms and conditions shall apply to all business relations between Medaxis AG and its business customers, unless expressly agreed otherwise. Any general terms and conditions of business of customers are hereby expressly excluded.
2. conclusion of contract
2.1 The contract between Medaxis and the customer shall come into effect on the date of written confirmation by Medaxis.
3. delivery item
3.1 The object of delivery shall be described in the confirmation of Medaxis (and / or in other documents to which the confirmation refers). Additional deliveries and services by Medaxis that are not described in the confirmation but are nevertheless requested by the customer shall be invoiced additionally to the customer.
4. prices
4.1 Unless otherwise agreed, prices are net, ex works Medaxis (Ex Works according to INCOTERMS 2010), excluding VAT, in Swiss francs or euros. Shipping costs (postage, handling and packaging) and the costs of packaging exceeding the standard shall be borne by the customer.
5. terms of payment
5.1 Medaxis invoices shall be due for payment without deductions within 30 days of the invoice date. After expiry of the payment period, the customer shall be in default without a reminder.
5.2 If the customer defaults on payment of invoices issued by Medaxis, he shall owe Medaxis interest on arrears at a rate of 5 % p.a.
6. retention of title
6.1 Ownership of the delivery items sold to the customer shall not pass to the customer until the price has been paid in full. Until that time, he may not dispose of it, in particular sell, rent or pledge it. The customer shall be obliged to take all necessary measures to protect and preserve the property of Medaxis.
6.2 Medaxis shall be entitled to have the retention of title entered in the relevant register.
7. delivery time
7.1 Agreed delivery periods shall commence upon conclusion of the contract.
7.2 Delivery periods shall be reasonably extended and delivery dates shall be reasonably postponed, namely if one of the following circumstances occurs:
- 7.2.1 if the customer fails to provide Medaxis with required information in a timely manner or changes such information at short notice;
- 7.2.2 if the customer does not comply with the agreed terms of payment, does not open the letter of credit in time or does not arrange for any import permits in time;
- 7.2.3 in the event of force majeure.
8. delay in delivery
8.1 If Medaxis is in default with its deliveries, the customer shall be obliged to grant Medaxis a reasonable grace period. After this period of grace has expired unused, the customer shall be entitled either to continue the performance by Medaxis (and to set a further period of grace) or to waive the performance in accordance with the statutory provisions or to withdraw from the contract.
8.2 Medaxis shall be liable to the customer for any damage caused by delay insofar as it is guilty of intent or gross negligence.
9. delivery modality
9.1 Unless the parties expressly agree otherwise, deliveries shall be made ex works Medaxis (Ex Works, INCOTERMS 2010).
10. inspection of the delivery items and notices of defects
10.1 The customer undertakes to inspect the delivery items within 10 days of receipt and to give notice of any visible defects without delay. If the customer fails to inspect the goods and/or give notice of defects, the customer shall be deemed to have approved the delivered goods with regard to visible defects.
11. warranty and repairs
11.1 Medaxis shall guarantee the flawless quality and workmanship of all delivery items from the date of delivery to the user (guarantee periods can be found in the individual instructions for use). Defective delivery items shall be repaired or replaced free of charge during this period, provided there has been no improper handling on the part of the customer.
11.2 Claims that go beyond the described scope of warranty, in particular liability for consequential harm caused by a defect, are excluded. The right to free replacement of defective parts is also void if the device has been tampered with by unauthorized persons. In order to claim warranty service, the device must be handed over to a Medaxis service center. Repair costs outside the warranty will be quoted in advance.
12. data protection
12.1 Medaxis points out that the data recorded in the course of concluding the contract shall be collected, processed and used for the purpose of fulfilling the obligation arising from the purchase contract. The data required for the provision of services and fulfillment of the contract may also be passed on to commissioned service partners (e.g. logistics companies, service partners, collection companies), including abroad in countries which may not have equivalent data protection. By agreeing to these GTC, the customer agrees to this use of data.
13 Applicable law and place of jurisdiction
13.1 Contracts to which these General Terms and Conditions apply shall be governed by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
13.2 For disputes arising from or in connection with contracts to which these General Terms and Conditions apply, the parties agree that the ordinary courts at the registered office of Medaxis shall have jurisdiction.
