Legal Notice

Binding Nature of Offers

All offers are non-binding.

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Delivery

Delivery dates will be met to the best of MEDENA’s ability. If delivery is delayed for reasons beyond MEDENA’s control (force majeure, import or transport difficulties, delays by third-party suppliers, changes subsequently requested by the customer, etc.), the delivery date will be postponed accordingly. MEDENA may, at its discretion, withdraw from the contract in whole or in part without any obligation to pay compensation. Exceeding the delivery deadline does not entitle the customer to withdraw from the contract, refuse acceptance and/or claim damages. If delivery is delayed for reasons attributable to the customer, the supplier is entitled to charge the customer the resulting storage costs and, after expiry of a deadline communicated to the customer, to dispose of the goods concerned elsewhere. Delivery deadlines must be agreed individually for each order. Follow-up orders must be collected within one year of the contract date.

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If the delivery of customer-supplied materials (raw materials and/or packaging) is changed within two weeks before production, a no-show fee (minimum CHF 1,000 or 2% of the order value) will be charged.

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Delivery Quantities

We reserve the right to deliver up to 10% more or less than the quantity ordered. If the customer orders a smaller quantity of goods than MEDENA itself is required to purchase, the customer must, if the remaining quantity (raw materials, packaging materials and residual bulk after production) is not sold within the agreed period, either purchase that remaining quantity or bear the costs of its return and/or disposal. Materials supplied by customers will be returned after production of the remaining quantity, unless otherwise agreed. Unavoidable material losses during manufacturing are borne by the customer. Storage of packaging materials, raw materials, finished products and customer-supplied components will be charged at CHF 25 per pallet per month if they remain in MEDENA’s warehouse for more than 30 days.

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Payment Terms

Payment must be made in full within 30 days, without deduction of cash discounts or other discounts, in Swiss francs. MEDENA may request advance payment at its discretion. If the agreed payment dates are not met, the customer owes default interest from the due date at a rate of 5% above the customary bank current-account interest rate. The absence of minor parts of an order or warranty claims against MEDENA does not entitle the customer to defer payments that are due. If the customer is in arrears on payment for an earlier delivery, MEDENA is not obliged to make any further deliveries.

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Transport and Packaging​

Sales prices are ex works Affoltern am Albis. Goods are transported at the customer’s expense and risk. Packaging will not be taken back, even if it has been invoiced.

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Notification of Defects

The recipient must inspect a delivery immediately upon receipt and notify MEDENA in writing of any defects within 14 days. After this period, or if the goods are used or resold, the delivery is deemed accepted. If defects result from faulty work by suppliers, MEDENA is liable only for proven material loss and only for one year after filling, provided the product has been stored and handled properly. If losses resulting from such defects amount to less than 5% by quantity, MEDENA is not obliged to provide compensation. If losses exceed 2% of the total order by quantity and MEDENA is solely at fault, MEDENA will provide replacement goods or an equivalent credit note in the amount of the price invoiced by MEDENA. All further claims, particularly claims for damages of any kind (including consequential losses such as loss of business and similar losses), are excluded.

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Warranty

MEDENA undertakes to carry out manufacturing and filling with all due care. Liability for defects does not extend to damage occurring after the transfer of risk as a result of external influences, improper handling or use other than as intended. A warranty is provided for one year. Any further liability, particularly for direct or indirect damage, including consequential damage, is excluded to the extent permitted by mandatory law. For defects attributable to packaging materials, raw materials or other causes involving our upstream suppliers, we accept liability only to the extent that we can pursue corresponding claims against those suppliers.

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Retention of Title

The delivered goods remain the property of MEDENA until the final payment owed has been received. The customer authorises MEDENA to register this retention of title.

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Insurance

Costs not covered by product liability insurance for recalling products, determining the loss suffered by MEDENA and any disposal of those products are the responsibility of the customer.

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Severability

If a provision of these terms and conditions or the underlying contract is invalid, the validity of the remaining agreements is unaffected. The parties undertake to replace the invalid provision with one that reflects the economic purpose of the transaction.

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Order Confirmation Following Our Own Quotation

The terms enclosed with the quotation apply exclusively to all quotations and sales transactions, including future transactions. Other or conflicting terms and conditions are binding only insofar as they have been expressly agreed in writing with reference to these terms of sale. Accordingly, any purchasing terms are superseded upon the customer’s receipt of this confirmation. The place of performance and jurisdiction is Affoltern am Albis; the legal relationship is governed by Swiss law.

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Conduct of Audits

MEDENA AG advises that the work involved in audits carried out by customers or third parties will be charged. Due to the considerable additional workload, CHF 3,000 will be charged for each working day or part thereof.

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Please also note that audits may only take place during the regular working hours of the site being audited.

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08.12.21