Medena AG, 8910 Affoltern am Albis
HR CH – 020.3.924.700-4
02.05.2018 / MAW FO 05.02.02.004 A02
General Terms of Business
- Binding nature of offers
All offers are subject to change.
The delivery dates are kept to the best of our ability. If the delivery is delayed for reasons which are beyond the control of Medena (force majeure, import or transport difficulties, delay of third-party suppliers, changes requested subsequently by the Buyer etc.), the delivery date is postponed accordingly. Medena can choose to cancel the agreement in full or in part without an obligation to provide compensation. If the delivery date is exceeded, the Buyer is not entitled to withdrawn from the agreement, to refuse acceptance and/or to demand compensation for damages. If the delivery is delayed for reasons which are the fault of the Buyer, the supplier is entitled to collect the costs resulting from storage from the Buyer and after a period indicated to the Buyer expires the supplier is entitled to otherwise take possession of the delivered merchandise. Delivery dates are to be agreed upon individually for each order.
Subsequent orders must be acquired within the period of one year following the closing date.
- Delivery quantities
We reserve the right to deliver 10% more or less of the agreed upon delivered quantity. If a smaller quantity of an item is ordered which Medena itself must acquire, the Buyer is obligated to assume the costs for the remaining quantities (raw materials and packaging) for their return and/or destruction in the event that these residual quantities are not sold within the stipulated period of time. The materials provided by the customer are returned after production of the residual quantity if no other contradictory agreement has been made. Material losses which are unavoidable following production are at the expense of the customer. The storage of packaging material delivered by customer will be charged 15 CHF per pallet/month.
- Terms of payment
The payment must be made “in real terms” within 30 days without a deduction in the form of a discount or rebate and must be made in Swiss francs. Medena can require advance payment if it considers this to be appropriate. If the stipulated payment dates are not met, the Buyer owes interest on arrears in the amount of 5% above the regular bank current account interest rate without any special warning by Medena. The absence of minor parts from the order or the existences of warranty claims to Medena do not entitle the Buyer to delay payments which are due. In the event of payment arrears from an earlier delivery, Medena is not obligated to make any additional deliveries.
- Transport and packaging
The sales prices apply ex works from Affoltern am Albis. The merchandise travels on the account of and at the risk of the Buyer. The packaging is not taken back even if the invoice has been issued.
- Notification of defects
The recipient of a shipment must inspect this shipment immediately upon receipt and report any defects to Medena within 14 days. The shipment is considered accepted following this period or following use or resale of the merchandise. If defects can be attributed to the defect work of the suppliers, Medena is only liable for proven material losses and only within one year after the order is filled. Here proper storage and handling of the product is a prerequisite. If the losses due to these defects are less than 2% in terms of quantity of the order, Medena is not obligated to provide compensation. If the losses exceed 2% of the total order and the sole culpability lies with Medena, Medena shall provide a replacement or the corresponding credit in the amount of the price it has invoiced. All claims which go beyond this scope, particularly in terms of damages of any kind (including residual damages such as operating losses and similar losses) are precluded.
Medena is obligated to carry out production and order filling with the greatest care. Liability due to defects in no way refers to damages which occur after the transfer of risk due to external effects, improper handling or usage contrary to the intended purpose. A warranty is provided for one year. All liability which goes beyond this scope, particularly for direct and indirect damages, including subsequent damages, particularly for direct and indirect damages, are hereby waived, if no compulsory regulations contradict this provision. We only assume liability for defects which can be attributed to packaging and raw materials or other causes of our sub-suppliers to the extent that we can assign liability to our sub-suppliers for this.
- Retention of ownership
The delivered merchandise remains the property of Medena until the final payment owed is received. The Buyer authorises Medena to register the retention of ownership.
Costs for the recall of products, to determine the scope of damages incurred by Medena and any disposal of these products which are not covered by the product liability insurance are the responsibility of the Buyer.
- Partial invalidity
The invalidity of one provision of these terms of business and of the agreement upon which they are based does not affect the validity of the remaining provisions. The parties are obligated to replace the invalid provision with a provision which most closely approximates the financial purpose of the transaction.
- Order confirmation following own offer
The terms enclosed with the offer apply exclusively to all offers and sales transactions, including future ones. Other or contradictory terms of business are only binding if they are agreed upon explicitly and in written form and make specific reference to these terms of sale. Therefore, any existing purchase terms become invalid upon acceptance of this confirmation by the Buyer. The place of performance and jurisdiction is Affoltern am Albis; the legal relationship is subject to Swiss law.
- Conduct of audits
MEDENA AG emphasizes that arising expenses related to the conduct of audits by customers or third parties will be invoiced.
Due to considerable additional expenses, 3000 CHF (Swiss Francs) will be charged per commenced working day.
Please note that audits may only take place during regular work time of the audited site.