General Terms and Conditions of compliant concept AG, valid from May 20th 2016
I. GENERAL PROVISIONS
1. Unless otherwise provided, the rules stated under this number I. are valid for all purchase contracts, lease contracts, multiple delivery contracts and service and maintenance contracts.
2. Area of application
2.1 All agreements and offers are based on these General Terms and Conditions of compliant concept AG (hereinafter referred to as GTC).
2.2 If the GTC are referred to in a framework contract, these GTC are also valid for individual agreements based on this framework contract. The GTC are then considered as an integral part of the respective contracts.
2.3 Provisions which differ from these GTC or other general terms and conditions to which the customer refers are only valid if compliant concept AG expressly accepts them in written form. The GTC are also valid if compliant concept AG provides the customer with the services without reservation and in the knowledge of conditions which are opposed to or differ from the provisions.
2.4 Agreements which are made between compliant concept AG and the customer and which differ from the GTC are only valid in written form.
2.5 If the general provisions of the GTC differ from the special provisions of the GTC (with regard to purchase (number II), rent (number III) and service and maintenance (number IV)), the latter shall prevail.
3.1 Unless otherwise agreed, the offers of compliant concept AG are subject to change. compliant concept AG is entitled to revoke the offers at any time. The offers automatically expire after 30 days unless agreed upon differently in writing.
3.2 compliant concept AG delivers the products according to the respective product specifications. However, all specifications, dimensions and efficiency data are only approximate values. compliant concept AG reserves the right to deviations.
4. Prices and Terms of payment
4.1 The prices are generally exclusive of the legally valid VAT, possible insurance costs and packaging and change requests of the customer. The VAT is shown separately on the invoice.
4.2 compliant concept AG is entitled to modify the price list at any time. In the case of a continuing obligation, the customer has an exceptional right of termination. The customer shall exercise this right within six weeks after receipt of notification of the price increase.
4.3 In the absence of another written agreement, no discount is granted.
4.4 compliant concept AG is entitled to make the delivery of products dependent on securities and preliminary payments. Preliminary payments and securities are not interest-bearing.
4.5 Unless otherwise agreed, the payment owed is to be paid within 30 days after the invoice date without any deduction.
4.6 In the event of a default in payment, the customer is to pay late payment interests of 5% p.a.. Furthermore, possible reminder charges and collecting charges are at the customer’s expense. compliant concept AG reserves the right to file other claims.
4.7 compliant concept AG is entitled to suspend the service and/or to withdraw from the agreement giving a deadline or to terminate it if the customer does not comply with their payment obligations within the due period.
4.8 If compliant concept AG has several open or due claims against the customer, compliant concept AG is entitled to assign the payments made in a timely manner corresponding to the order of the deliveries made and/or the concluded contracts, irrespective of the redemption terms of the customer.
5. Force Majeure
If compliant concept AG cannot fulfill their contractual obligations due to force majeure such as natural disasters, war, riots, strikes, lockouts, import or export bans, official measures, operational disruptions, other unforeseeable circumstances etc., the fulfillment of the contract is suspended as long as the event of force majeure lasts. In such a case, compliant concept AG cannot be made liable.
6. Duties of the customer
6.1 The customer is obliged to study and to adhere with all relevant documentation and information, especially instruction manuals, safety instructions and all relevant provisions of the health authorities and to make sure that the products are used in accordance with these documents and this information.
6.2 If the customer sells or leases the products to third parties or makes them available to them in another way, he is obliged to provide those third parties with all relevant documentation or information, especially instruction manuals, safety instructions and all relevant provisions of the health authorities and to point out to them that the documents and the information are to be studied prior to the initial operation of the products and that the products are to be used in accordance with these documents and this information.
7. Limitation of liability
Every liability of compliant concept AG is excluded to the extent permitted by law (especially for direct and indirect damage and the liability for auxiliary persons).
8. Intangible property rights
8.1 All intangible property rights on goods, sales documents, tender documentation of compliant concept AG, including the know-how of systems, concepts etc, which are developed or provided within the framework of the contractual relationship and/or provision of services, remain the exclusive rights of compliant concept AG.
8.2 The customer is not entitled to change or to remove logos or other references to intangible property rights of compliant concept AG which are attached to products of compliant concept AG or are labeled in another way in the context of the provision of services.
9.1 Continuing obligations can be terminated during the contract period with a notice period of 3 months to the end of a month.
9.2 compliant concept AG reserves the right to terminate continuing obligations immediately for good cause. Good cause is especially defined as: A major breach of contract which was not corrected within thirty (30) days after receipt of the notification of the breach of contract, the official declaration of bankruptcy or the moratorium of a party.
compliant concept AG does not render any patient-related services or counseling. Therapy suggestions of compliant concept AG are bon-binding. The responsible doctor has the exclusive right to make decisions regarding the therapy. Required repositioning of patients are to be carried out by the care staff of the customer. The customer is exclusively responsible for these measures.
II. SPECIAL PURCHASE PROVISIONS
1. Object of the contract
1.1. When purchasing a compliant concept AG product, the following services are provided by compliant concept AG:
– Delivery of products to the stated delivery address.
1.2 Costs for the installation of the PC software are not included in the purchase price.
2. Passing of risk, delivery
2.1 Deliveries of products are at the risk and at the expense of the customer. The risk shall be transferred to the customer as soon as the products have left the warehouse or the works of compliant concept AG.
2.2 compliant concept AG aims to adhere to the stated delivery periods. However, the delivery periods are only approximate values.
2.3 If the customer is in default of acceptance or if he violates his duty to cooperate, compliant concept AG is entitled to store the products properly at the customer’s expense and to claim compensation for the loss suffered. In this case, the risk of an accidental loss or an accidental deterioration of the purchase item shall be transferred to the customer at the moment in which he falls into default of acceptance.
3. Title retention
3.1 The products remain the property of compliant concept AG until all claims of compliant concept AG against the customer are fulfilled. Compliant concept AG is entitled to have the title retention entered into the title retention register at the customer’s expense.
3.2 The customer is obliged to treat the products carefully during the duration of the title retention and to unambiguously document the ownership position of compliant concept AG.
3.3 The customer is not allowed to carry out a pledging or a security transfer of the products that were delivered under reservation of title. The customer is to inform compliant concept AG without delay about any impairment of the property rights of compliant concept AG caused by third parties.
4.1 Immediately after receipt of the products, the products are to be checked whether they correspond to the order in terms of quantity and quality and whether they show any other defects. Obvious defects are to be reported in written form to compliant concept AG without delay, however 5 days after receipt of the products at the latest. Hidden defects are also to be reported in written form to compliant concept AG without delay, however 5 days after receipt of the products at the latest.
4.2 Outstanding deliveries are to be reported to compliant concept AG within 14 days after invoicing or after the agreed delivery date, the event that occurs first being decisive.
4.3 If a defect is reported in due time, the customer is entitled to correction or a replacement delivery. compliant concept AG is entitled to eliminate defects at their own option either by correction or a replacement delivery.
4.4 If the correction or the replacement delivery fails, the customer is entitled to either withdraw from the contract or to demand a reduction of payment.
4.5 If the defect complaint is not carried out in due time, the purchased product is considered as accepted.
4.6 Claims for defects lapse after two years following delivery of the purchased products. The customer shall be billed for reparations which are carried out by compliant concept AG outside this period.
4.7 There are no claims for defects if the defects are to be attributed to the violation of operating instructions and maintenance instructions, unsuitable or improper use or storage or to interventions on the products made by the customer or by third parties. The customer shall be charged separately for such reparations and replacements, depending on the effort and the costs.
4.8 If the claims are justified, compliant concept AG will reimburse the transport costs for the return of the products.
4.9 If the claims are not justified, compliant concept AG reserves the right to charge the customer for the transport costs and the costs involved in carrying out the inspection.
4.10 The duration of the guarantee / warranty is maximum 24 months after delivery of the concerning products.
III SPECIAL PROVISIONS REGARDING RENT/SAMPLES
1. Objective of the contract
When renting a compliant concept AG product, the following services are provided:
– Delivery of a processed and controlled product;
– Assembly and installation at the location agreed with the customer. This does not include the installation of the PC software which the customer carries out independently with the help of the PC software manual or alternatively instructs a third party to install the software.
– Reparations and spare parts when using the products properly; and
– Required non-recurring instructions on the usage of the leased products.
2. Contractual period
2.1 Unless otherwise agreed, the lease contracts are concluded for an unlimited period of time.
2.2 The minimum lease period is one month. Incomplete months are considered as complete leasing months. This also applies to the months of delivery and pickup.
3. Delivery, installation, pickup
3.1 Unless required by law or expressly agreed, the costs for the delivery, installation and pickup are not included in the leasing price. They are based on the respective applicable price list for delivery, installation and pickup during the normal business hours. compliant concept AG is entitled to charge additional fees for delivery, installation and pickup outside the normal business hours.
3.2 Costs for the installation of the PC software are not included in the rental price.
3.3 By signing the delivery note, the customer acknowledges that he received the product in an utilisable condition.
3.4 When picking up the product, its condition is to be the same as at the point of delivery, the usual wear and tear considered.
3.5. If parts of the product are missing or damaged when picking it up, compliant concept AG charges the customer with the original price.
3.6 Unless otherwise agreed, the sampling period is 5 days. After this period, the products are to be returned to compliant concept AG in an undamaged condition. The customer is liable for damages of the systems that occurred during the sampling period.
4. Duties of the customer
4.1 Unless otherwise agreed, the customer may use the product at the installation site only. The operational site of the product is to be properly documented by the customer. This excludes customers in the ambulatory sector when using a mobile system. They are to inform compliant concept AG prior to leaving Switzerland with the systems or, if requested by compliant concept AG, about the whereabouts of the system without delay.
4.2 The customer may not let others use the product or sublease it.
4.3 The customer is to grant compliant concept AG access to the product.
5.1 Defects on the product are to be reported to compliant concept AG without delay. Subject to compulsory law, the customer is not entitled to repair the leased products or to have them repaired.
5.2 Compliant concept AG can repair or replace the product.
6. Maintenance and care
6.1 The Mobility Monitor provides specific and differentiated sensor based measurements which are intended to be used as a basis for care plan decisions. According to requirements established in compliant concept AG’s quality system and in order to maintain compliance with legal safety regulations an annual maintenance and check-up is necessary to ensure the correct calibration and error-free operation of the device.
6.2 To maintain compliance with legal safety regulations, for maximum performance reliability and durability of the AMS device, a technical inspection and function test must be performed on the device regularly but at least every 12 months.
6.3 It is the customer’s responsibility to secure a maintenance service contract. The customer holds compliant concept free from liability in the event of claims where the device has not been maintained according to the correct procedure and within the recommended frequency of once per year. The maintenance and care is subject to a separate maintenance and service contract.
IV: SPECIAL PROVISIONS REGARDING MAINTENANCE &
1. Object of the contract
The extent and the object of the maintenance and service provisions are determined in the maintenance and service contract.
Unless otherwise agreed, compliant concept AG can terminate the maintenance and service contract with immediate effect, also to the day of the transfer if the customer makes the product available to a third person or gives it to a third person.
3.1 The maintenance and service prices are calculated separately for each product.
3.2 The prices are binding until the end of the year in which the maintenance and service contract was concluded and can be adapted afterwards.
4. Extent of the provision of maintenance and services
4.1 All maintenance and service provisions are carried out at compliant concept AG and at another location after consulting compliant concept AG.
4.2 compliant concept AG aims to provide maintenance and services as much as possible in compliance with the stated period of time. If the customer informs compliant concept AG about the fact that he cannot accept the service provisions in compliance with the agreed period of time, compliant concept AG aims to provide the services at a later point in time.
4.3 compliant concept AG is not obliged to provide maintenance and services for products that were not delivered by compliant concept AG.
4.4 compliant concept AG is not obliged to conclude a maintenance and service contract at a later point in time if the customer does not conclude a maintenance and service contract when concluding the purchase or lease contract.
4.5 If the product was delivered to a location without appropriately consulting compliant concept AG, then compliant concept AG is entitled to check the condition of the product at the customer’s expense in order to determine possible damage caused by the transport.
4.6 compliant concept AG is entitled to entrust third parties with the fulfillment of the maintenance and service provisions.
4.7 compliant concept AG does not guarantee that the product is free of damage or that all damages can be removed or corrected.
4.8 compliant concept AG is exempted from providing maintenance and services if:
– defects were caused by faulty or improper use of the products;
– defects were caused by modifications, interventions or maintenance carried out by customers or third persons;
– defects were caused by the customer, e.g. due to improper or irregular cleaning or use;
– the product is damaged on the outside, e.g. damaged paint or plastic material;
– damage was caused by power failure or voltage fluctuations or
– damage or faults were caused by improper use of the products.
4.9 The customer is to inform compliant consent AG about defective products without delay. Upon receipt of the notification, compliant consent AG aims to remove the defects by repairing them. In doing so, compliant concept AG is entitled to offer interim emergency solutions such as the replacement of the product or to order the limitation of use in order to prevent a recurrence.
5. Duties of the customer
The customer is obliged to follow the instructions of compliant concept AG with regard to maintenance and service of the products carefully. If the customer fails to adhere to these instructions, compliant concept AG is entitled to stop the provision of maintenance and services.
V. GENERAL FINAL PROVISIONS
1. Reporting of claims
The customer is to report claims to the hotline +41 44 552 15 00 . Unless otherwise agreed, claims that are reported before 12:00 noon are dealt with on the same working day (if possible). Claims that are reported after 12:00 noon are dealt with on the following working day (if possible).
2. Transfer of rights and duties
2.1 The transfer of claims of the customer against compliant concept AG to third parties requires the written permission of compliant concept AG.
2.2 compliant concept AG is entitled to transfer this contract or separate rights and duties thereof to affiliated companies without permission of the customer being necessary.
3. Partial invalidity, goodwill
3.1 If one or several provisions of these GTC are or become invalid, the validity of the remaining provisions shall not be affected.
3.2 Goodwill or non-assertion of a right of compliant concept AG resulting from these GTC does not constitute an ultimate disclaimer of compliant concept AG.
4. Place of fulfillment
Unless otherwise agreed, the exclusive place of fulfillment is the registered office of compliant concept AG
5. Applicable law
All contracts with compliant concept AG are subject to Swiss law, excluding the international private law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
6. Place of jurisdiction
The place of jurisdiction for all disputes is the registered office of compliant concept AG, unless mandatory law provides for otherwise.