GENERAL TERMS AND CONDITIONS OF INNOVATION SUISSE SANTÉ LLC
Article 1: Scope of Application
1.1 These General Terms and Conditions of Sale (hereinafter referred to as the “General Terms and Conditions” or “GTC”) exclusively govern the commercial relationship between INNOVATION SUISSE SANTÉ LLC (hereinafter the “Company”), CHE-410.635.395, located at Dorfmatte 609, 3113 Rubigen, and its professional customers (hereinafter referred to as “Professional Customers” or “B2B Customers”).
1.2 The Company specializes in the sale of sanitary products, in particular hydroalcoholic gel and standard surgical masks, exclusively intended for companies, organizations, institutions, or any other professional entity.
1.3 These General Terms and Conditions apply to all commercial transactions carried out by the Company, including sales made via its website, its resellers, as well as orders placed by telephone, email, oral declaration, or any other voluntary manifestation on the part of Professional Customers.
1.4 Access to and use of the Company’s website by the Professional Customer, in particular for purchasing the Company’s products, implies full and unreserved acceptance of these General Terms and Conditions, which the Professional Customer declares to have read and accepted.
1.5 The Company reserves the right to amend these General Terms and Conditions at any time, at its sole discretion. It is the Professional Customer’s responsibility to consult them regularly in order to be informed of any changes. The applicable terms are those in force at the time the contract is concluded by the Professional Customer, unless the latter expressly and in writing accepts different provisions.
Article 2: Conclusion of the Contract
2.1 The contract between INNOVATION SUISSE SANTÉ LLC and the Professional Customer is concluded at the time the Professional Customer explicitly accepts the commercial offer made by the Company. Such acceptance may be expressed by confirmation of an order placed via the Company’s website, by written correspondence, by verbal agreement, or by any other means agreed between the parties.
2.2 The order confirmation sent by the Company to the Professional Customer constitutes formal acceptance of the order and marks the entry into force of the contract. The contract is also deemed concluded when the Professional Customer uses the services or receives the ordered products.
2.3 The Company’s offers are intended exclusively for a professional audience. By accepting an offer from the Company, the Professional Customer declares and warrants that they are acting in a professional capacity and not for personal purposes.
2.4 Any addition, modification, or additional condition proposed by the Professional Customer forms part of the contract only if and to the extent that the Company has expressly accepted it in writing.
2.5 The Company reserves the right to refuse any order from a new customer or an existing customer in the event of non-compliance with previous payment terms, or for any other legitimate reason related to the customer’s creditworthiness or payment behavior.
Article 3: Prices
3.1 Unless otherwise specified, all prices are indicated in Swiss francs (CHF). The Company reserves the right to indicate prices in other currencies, adapted to international markets where its products are sold.
3.2 The prices offered to Professional Customers include amounts related to value-added tax (VAT), where applicable. The VAT rate is determined in accordance with the laws in force in the countries of destination of the products.
3.3 The prices indicated do not include any taxes, customs duties, or other additional fees that may apply depending on the Professional Customer’s jurisdiction.
3.4 Shipping, packaging, and other logistics costs are not included in the indicated prices and will be invoiced separately, unless otherwise stated or specifically agreed with the Professional Customer.
3.5 The Company reserves the right to change its prices at any time. The applicable prices are those in force at the time the contract is concluded, unless otherwise agreed in writing between the Company and the Professional Customer.
3.6 In the context of B2B commercial relationships, preferential prices or discounts may be granted depending on order volume, order frequency, or other criteria defined by the Company.
Article 4: Payment
4.1 The Company offers Professional Customers various payment methods, including payment by invoice, credit card, or bank transfer. Specific terms may be negotiated and set out in individual contractual agreements.
4.2 As a general rule, the purchase price must be paid in full by the Professional Customer upon conclusion of the contract, unless otherwise agreed. Ordered products will be dispatched upon receipt of full payment by the Company.
4.3 In certain cases, the Company may, at its sole discretion, grant the Professional Customer deferred payment. In this case, an invoice will be issued and the products may be shipped before full payment is received. The Professional Customer undertakes to pay the invoice within 30 (thirty) days of its issue date.
4.4 In the event of late payment, the Professional Customer will be served with a formal notice. Late-payment interest at a rate of 5% per year will be applied from the first formal notice.
4.5 The Company reserves the right to require an advance payment for any order, at its discretion and without the need for justification.
4.6 For orders placed via an online platform, payment must be made electronically during the ordering process (credit card, PayPal, or other electronic payment systems).
4.7 The Professional Customer is not permitted to offset an amount due with other claims against the Company, unless the Company has agreed to this in writing.
4.8 In the event of non-compliance with payment terms, the Company reserves the right to suspend deliveries or services until the situation has been regularized.
4.9 terms.mfgroup.ch/agbfiles/Endkundeninformationen_AGB_fr.pdf
4.10 terms.mfgroup.ch/agbfiles/Endkundeninformationen_Checkouthinweis_fr.pd
Article 5: Company Obligations
5.1 The Company undertakes to deliver the ordered products within 10 (ten) to 20 (twenty) business days for deliveries in Switzerland, and within timeframes agreed for international sales. These timeframes may be adjusted according to the specific requirements of Professional Customers.
5.2 If delivery within the agreed timeframe is not possible, the Company will inform the Professional Customer of any delay and the new expected delivery date within 5 (five) business days after becoming aware of the delay.
5.3 In the event of force majeure affecting the Company’s ability to deliver (for example, natural disasters, strikes, political unrest), the Company is released from its delivery obligations for the duration of such events. If the delay exceeds 30 (thirty) days, the Professional Customer or the Company may cancel the order, with a full refund of any amounts already paid.
5.4 Unless otherwise provided, the place of performance for delivery of the products is the Company’s registered office.
5.5 The risk of loss of or damage to the products is transferred to the Professional Customer at the time the products are handed over to the carrier.
5.6 Orders may be cancelled free of additional charge if the cancellation request is received at least 48 (forty-eight) hours before the scheduled delivery date. If the products have already been shipped, the Professional Customer must return them at their own expense in order to obtain a refund. The products must be returned in their original packaging, unopened.
5.7 The Company may use assistants/third parties to fulfill its contractual obligations. The liability of such assistants towards the Professional Customer is limited in accordance with these General Terms and Conditions.
Article 6: Exchange
6.1 As a matter of principle, exchanges of delivered products are excluded. Products are sold “as is” and no exchange request will be processed, except in the cases specified below.
6.2 An exchange is possible only in the event of a manufacturing defect or proven non-conformity of the product with the order specifications. In such a case, the Professional Customer must notify the Company within 5 (five) business days following receipt of the product.
6.3 To initiate an exchange procedure, the Professional Customer must provide proof of the defect or non-conformity and return the product in its original condition, with its original packaging. Return costs shall be borne by the Professional Customer, unless otherwise agreed in writing by the Company.
6.4 Upon receipt of the returned product, the Company will assess the exchange request and, if deemed valid, will exchange the product or provide a suitable alternative solution.
6.5 Custom-made, personalized, or specially adapted products are not eligible for exchange, except in the event of non-conformity with the agreed specifications.
Article 7: Warranty
7.1 The Company excludes any warranty as to the quality or durability of the products beyond what is expressly stipulated in individual contractual agreements with Professional Customers.
7.2 Where a warranty is explicitly granted, it is limited to a warranty against manufacturing and material defects for a period specifically agreed in the contract.
7.3 The warranty does not cover damage resulting from misuse, negligence, improper storage, or modifications made by the Professional Customer or third parties.
7.4 The Professional Customer is required to inspect the products immediately upon delivery and notify the Company in writing of any defect within 5 (five) business days. Failing such notification, the products shall be deemed accepted, except for defects that were not visible during the initial inspection.
7.5 In the event of a proven defect covered by the warranty, the Company may choose to repair or replace the defective product, or offer a price reduction, as deemed appropriate by the Company.
7.6 Any warranty undertaking takes effect on the delivery date of the product and is limited to a duration that will be specified in the individual contract.
7.7 This warranty clause is exhaustive. Any other claim by the Professional Customer for defects or non-conformities of the products is excluded, unless explicitly provided otherwise in the contract.
Article 8: Liability
8.1 The Company shall only be liable for direct damages caused by its gross negligence or willful misconduct. Any liability for indirect or consequential damages, such as loss of profit, business interruption, or loss of data, is expressly excluded.
8.2 In any event, the Company’s liability towards the Professional Customer is limited to the amount of the sale price of the products or services concerned. This limitation does not apply in the event of gross negligence or proven willful misconduct by the Company.
8.3 The Professional Customer must inform the Company without delay of any damage for which they intend to hold the Company liable. Failure to notify within a reasonable time may result in a waiver of any claim against the Company.
8.4 The Company’s liability for the acts of its assistants, to the extent it is engaged, is limited on the same terms as its own liability.
8.5 The Company shall not be liable for failures to perform its contractual obligations if such failures are due to circumstances beyond its reasonable control, such as natural disasters, strikes, armed conflicts, interventions by authorities, or other force majeure events.
8.6 Any claim against the Company must be made within one year from the date on which the Professional Customer became aware, or should have become aware, of the damage.
Article 9: Intellectual Property Rights
9.1 All intellectual property rights relating to the products, services, trademarks, logos, documents, content, and other elements provided or used by the Company, including on its website, belong exclusively to the Company or its licensors. Access to or use of the Company’s services and products does not imply any transfer of these rights to the Professional Customer.
9.2 The Professional Customer undertakes not to reproduce, copy, distribute, sell, rent, or otherwise use any material owned by the Company for purposes other than those expressly authorized by the contract or without the Company’s prior written consent.
9.3 The Professional Customer must ensure that, when using the Company’s products or services, it does not infringe the intellectual property rights of third parties. In the event of an alleged infringement, the Professional Customer undertakes to inform the Company immediately and to cooperate fully to resolve the situation.
9.4 The Professional Customer undertakes to indemnify and hold the Company harmless from any liability in the event of third-party claims resulting from an infringement of intellectual property rights related to the Customer’s use of the Company’s products or services.
9.5 Any use of data and content provided by the Company, in particular for promotional or advertising purposes, requires the Company’s prior written consent.
Article 10: Data Protection
10.1 The Company undertakes to collect and use the personal data provided by the Professional Customer only for the performance of the contract, order management, service delivery, communication with the Customer, and for direct marketing purposes, unless the Customer objects.
10.2 The processing of personal data by the Company will be carried out in accordance with applicable data protection laws and regulations.
10.3 The Company takes all necessary measures to ensure the security and confidentiality of the personal data collected.
10.4 The Company may share the Professional Customer’s personal data with third parties, such as service providers or business partners, in the context of performing the contract. In such case, these third parties will be bound by confidentiality and data security obligations similar to those of the Company.
10.5 The Professional Customer has the right to access their personal data held by the Company, request rectification, deletion, or restriction of processing, and the right to object to processing, within the limits provided by law.
10.6 In the event of a personal data security breach that could affect the Professional Customer, the Company undertakes to notify the Customer without undue delay, in accordance with legal requirements.
10.7 Personal data will be retained by the Company for as long as necessary to perform the contract and in accordance with the retention periods required by law.
Article 11: Entire Agreement
11.1 These General Terms and Conditions, as well as any individual contract concluded between the Company and the Professional Customer, constitute the entire agreement between the parties concerning the subject matter of the contract. They replace and cancel all prior statements, negotiations, commitments, and written or oral communications relating to the subject matter of the contract.
11.2 Any modification or adjustment to these General Terms and Conditions or to individual contracts must be made in writing and signed by both parties. No modification shall be deemed valid unless documented and approved in this manner.
11.3 In the event of any inconsistency between the provisions of these General Terms and Conditions and those of an individual contract, the provisions of the individual contract shall prevail.
11.4 By accepting these General Terms and Conditions and any individual contract, each party acknowledges that it has read, understood, and accepted the terms and conditions set out herein, and affirms that these documents represent a true and complete expression of their agreement.
Article 12: Severability
12.1 If any provision of these General Terms and Conditions or of an individual contract is or becomes unlawful, invalid, or unenforceable, this shall not affect the validity or enforceability of the other provisions.
12.2 In the event a provision is null or invalid, the parties will endeavor to replace the provision concerned with a valid provision that best corresponds to the original intent and the parties’ economic interests as expressed in the invalid provision.
12.3 If a gap is identified in these General Terms and Conditions or in an individual contract, the parties will agree on a provision that corresponds to what they would reasonably have agreed in accordance with the spirit and purpose of these documents had the gap been known.
Article 13: Confidentiality
13.1 The Professional Customer, the Company, and their assistants undertake to keep strictly confidential all information exchanged or acquired in the performance of services or the supply of products. This obligation includes, without limitation, commercial, technical, financial, and other sensitive information.
13.2 The confidentiality obligation remains in force throughout the contractual relationship and continues after its termination.
13.3 Information is not considered confidential if it is or becomes publicly known without breach of this confidentiality obligation, or if it must be disclosed by law or by order of a court or competent authority.
Article 14: Applicable Law and Jurisdiction
14.1 These General Terms and Conditions and all individual contracts concluded between the Company and the Professional Customer are governed by Swiss law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
14.2 For any dispute arising out of or in connection with these General Terms and Conditions or the individual contracts, the exclusive place of jurisdiction shall be the Company’s registered office, unless mandatory provisions of law provide otherwise.
14.3 Notwithstanding clause 14.2, the Company is entitled to bring legal action at the domicile or registered office of the Professional Customer.
Article 15: Contact
For any questions, requests for information, or need for assistance regarding these General Terms and Conditions, the Company’s products or services, Professional Customers may contact the Company at the following email address: info@dispositifmedical.ch.