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General Terms And Conditions
- Validity / contractual partner
SDS only offers its products and services to commercially active customers (regardless
of the legal form) or public corporations and enters into a relationship with them exclusively on the basis of these General Terms and Conditions. SDS does not recognize any other contractual conditions originating from customers, even if they can be assumed to be known.
SDS only deals with consumers as a reseller of food supplements and non-medical products from third-party manufacturers on the basis of these General Terms and Conditions.
2. Offer and conclusion of contract / right to make changes / reservation of all rights
- a) All offers from SDS, whether via the website www.swissdentalsolutions.com
or in catalog form, by telephone or via any other medium, are non-binding in any case. We expressly reserve the right to change the nature, construction, function and materials used in products manufactured or sold by SDS at any time.
b) Orders via the website www.swissdentalsolutions.com can only be made by registered professionals (dentists, dental technicians, etc.) using a non-transferable login and password. SDS reserves the right to block or delete this access in the event of misuse or late payment by the customer.
c) A contract (including ancillary agreements) between SDS and the customer only comes into existence when the customer's order is confirmed in writing or the order is executed by SDS. Customer orders (whether by telephone, in writing or via the website) are binding. Order changes of any kind are only valid if they have been confirmed in writing by SDS.
d) SDS expressly reserves all rights to all documents provided to the customer
(offers, training documents, calculations, sketches, documentation material, images, etc.) and their content. With the purchase of SDS products, no intellectual property, license or exploitation rights are transferred to the customer in any form. SDS remains the exclusive owner of these rights.
3. Delivery/dispatch/passing of risk/default of acceptance
- a) Partial deliveries and the offsetting of partial deliveries by SDS are always permitted.
b) Delivery dates are only binding if they
have been confirmed to the customer in writing by SDS. If a delivery period has been confirmed in writing, this begins on the day after
the written order and delivery date confirmation by SDS. The delivery period is met if the delivery has been handed over to the carrier by the agreed date. At this point, the risk of accidental loss and accidental deterioration of the products is transferred to the customer.
c) If the customer does not make an express choice when placing the order, SDS selects the type of shipment and the carrier. In any case, shipping (including any customs duties, levies, insurance costs and taxes) is on account and - from the time the products are handed over (also in the case of partial deliveries) to the carrier - at the risk of the customer. Claims for damage as a result of transport can only be asserted by the customer against the carrier.
Force majeure, operational disruptions, strikes, delivery delays or failures by
SDS suppliers or other obstacles for which SDS is not responsible release SDS
from the obligation to deliver
to the customer for the duration of the disruption and its effects. If SDS is already in default of delivery,
the default will not be extended by the occurrence of one of the aforementioned circumstances.
d.) If the buyer defaults in accepting the delivery items, SDS can withdraw from the contract and/or demand damages instead of performance after a reasonable period of grace set by SDS has expired without result.
Payment
- The prices quoted by SDS are in US Dollars and apply – unless otherwise agreed in writing – from the registered office of SDS) plus statutory tax, packaging and shipping costs and any additional charges, insurance costs and customs duties . Prices can be adjusted by SDS at any time. The price in the written order confirmation from SDS is binding for the customer.
- All products will be paid for in full at the time of shipment, unless otherwise agreed to by authorized representatives of SDS USA
- Inspection of the products/notice of defects/material warranty
- a) The customer must immediately check the received products for defects. Only the presence of products that deviate significantly from the specification in the catalog or in the offer at the time of the transfer of risk shall be deemed to be a defect. There are no warranty rights for defects that arise as a result of improper or careless use or treatment. If no written notice of defects (date of postmark) is sent to SDS within 5 working days after the delivery date, the product is deemed to have been approved. Hidden defects discovered later must be reported to SDS within 5 working days of discovery (date of postmark).
b) SDS excludes any liability or warranty for third-party products resold by SDS. In the event of a defect, the defect claims
against the third-party manufacturer - if any exist - are assigned to the customer.
The customer can only assert claims against the third-party manufacturer.
This applies in particular to all orders from consumers.
c) In general, SDS is only liable for damage from defective delivery within the scope of the following clause 6. d) If there is a case of a material warranty, SDS has the following alternative options
at its own discretion : i) Elimination or rectification of the defect in the product by SDS or one of
third party commissioned by SDS (right to rectification);
ii) replacement of the defective product by SDS, upon return of the same by the
customer to SDS.
The necessary transport costs (from the customer's domicile according to the order to
SDS and back) are borne by SDS in both cases. e) If SDS is unable to repair or remedy the defect or deliver a replacement
within two months of delivery of the defective product , or if SDS is unable to remedy the defect/replacement, the customer is entitled to reduce the price or withdraw from the contract . Further warranty claims are excluded. Claims for damages are also excluded
) The statute of limitations for any claims based on material defects – if these are not covered by clause
5 b. are waived above - is six months from the transfer of risk. - Liability
- a) The liability of SDS or its organs is limited to cases of intentional
or grossly negligent misconduct. Liability for slight negligence is excluded
(Art. 100 Para. 1 OR).
b) Liability for loss of profit, direct or indirect damage, consequential damage, special damage and all other types of damage is expressly excluded in any case.
c) Liability for assistants, employees and representatives (Art. 101 OR) is excluded.
d) The exclusion of liability or the limitation of liability applies to contractual and non-contractual liability.
e) The above exclusions of liability do not apply according to statutory regulations
fraudulent concealment of defects. Likewise, the limitation does not apply to
liability for claims based on the Product Liability Act and for bodily injury.
Product tracing
a) The customer shall immediately inform SDS in writing and comprehensively of all events that constitute an incident according to applicable medical law involving a product manufactured by SDS. The customer will support SDS and other involved parties in such cases to the best of its ability.
b) The customer must set up and maintain a traceability system. This system makes it possible to trace every product manufactured by SDS to the end customer/patient. Consequently, the customer must pass on the LOT number assigned by SDS to the respective product to his customer. Upon request, the customer must inform SDS immediately at any time about the type, scope and duration of its traceability system.
5. Final Provisions
- a) The instructions from SDS regarding the processing or use of the products must be strictly observed by the customer. Otherwise warranty claims will not be accepted.