General Terms and Conditions
General Terms and Conditions of ActiMaris AG
1 Exclusive Application
a) The following terms and conditions apply to the entire business relationship between ActiMaris AG, Appenzell, Switzerland (hereinafter referred to as ActiMaris AG) and the contractual partner (hereinafter referred to as the Purchaser), even if no express reference is made to them again in individual offers, deliveries and services or in future business relationships.
b) Terms and conditions of the purchaser which are in contradiction of these terms and conditions or which deviate from a legal regulation to the detriment of ActiMaris AG shall only apply if this is expressly confirmed in writing by ActiMaris AG.
2 Contract conclusion
a) All offers made by ActiMaris AG are subject to confirmation and are non-binding. In order to be legally effective, declarations of acceptance and all orders must be confirmed in writing by ActiMaris AG. The same applies to additions, modifications and supplementary agreements.
b) Information in the descriptions of the scope of delivery, appearance, performance, dimensions and weights as well as illustrations and drawings, descriptions of quality and characteristics valid at the time the contract is concluded are to be considered as being approximate and not as being guaranteed characteristics unless this has been expressly agreed in writing. The same applies to a reference to DIN standards, design and form changes. The right to variations in dimensions, weight and appearance is reserved, provided that these changes are reasonable for the purchaser and do not significantly alter the subject matter of the contract.
c) The sales representatives of ActiMaris AG shall only act as agents and are not authorised to conclude contracts or deviate from the terms and conditions. Agreements and commitments of the field staff require written confirmation by ActiMaris AG.
d) If the purchaser wishes to use a separate pharmacode for ActiMaris AG products, or a country-specific identification key for the healthcare market that is the same as or similar to the Swiss pharmacode, for ActiMaris AG products, the prior written consent of ActiMaris AG is required.
All transactions become binding once they have been confirmed in writing or have been carried out by sending out the goods. In order to ensure prompt delivery and to avoid errors, the purchaser is requested to provide precise details of the article and/or code number and the designation of the product (product name, quantity, etc.).
By placing an order with ActiMaris AG, the purchaser simultaneously agrees to the General Terms and Conditions of ActiMaris AG. Any exceptions require the written consent of ActiMaris AG.
4 Preise
The prices valid on the day of delivery shall be definitive in calculating the prices. These prices are exclusive of statutory value-added tax and are non-binding.
When a new price list is issued, the previous offer ceases to be valid after 3 months. The prices are calculated in €/sFr/$/£ or in the respective local currency. All deliveries are subject to additional delivery and packaging charges.
5 Versand
Delivery is at the customer’s risk. The supplier reserves the right to select the most cost-effective method for dispatch. Special requests regarding the type of dispatch will be taken into consideration as far as possible and the additional costs will then be charged.
6 Packaging
ActiMaris AG supplies the goods in standardised packaging. Packaging material is not returnable. In the case of special packaging instructions / requests, the additional expense and packaging material will be subject to additional charges.
7 Delivery
All orders coming from foreign countries will only be delivered once prepayment at 100% has been received. In all other cases, the payment period is specified on the respective invoice. The delivery time for Switzerland and the EU is 5 – 20 working days. Delivery times outside these areas will be set on an individual basis.
Should ActiMaris AG be in breach of contract, it shall only be liable in the event of gross negligence or where there has been intent. In the event of gross negligence, the liability for damages shall be limited to an amount of 25% of the foreseeable damages. Further claims for damages shall only apply if the delay is due to intent. Compliance with the delivery obligation of ActiMaris AG requires the timely and proper fulfilment of the customer’s obligation.
8 Payment
This will be specified in writing for each invoice. If the agreed payment period is exceeded, default interest of 5% above the respective base interest rate of the European Central Bank will be charged. Reminder and collection costs shall be borne by the purchaser. In the case of paid work, the invoice amount is due immediately without any deduction. The purchaser shall only be entitled to offsetting rights if their counterclaims have been legally established or acknowledged by ActiMaris AG.
9 Complaints
Must be made within 30 days, including the test result, by an independent, internationally scientifically recognised testing institution. In addition, verifiable proof must be provided that the goods under complaint have been stored properly as specified by the manufacturer and have been treated with general care, to objectively rule out any fault on the part of the customer by ActiMaris AG. In principle, returns require the written consent of ActiMaris AG. ActiMaris AG reserves the right to destroy any unsolicited returned goods.
All returns must be made in original outer packaging. If ActiMaris AG accepts a notice of defects, ActiMaris AG has the choice of either providing replacement deliveries or of issuing credit notes. Further claims for compensation, in particular for damages and consequential damages which may arise in connection with the use of our articles, are excluded to the extent permitted by law.
10 Retention of title
The goods sold shall remain the property of ActiMaris AG until the receivables of ActiMaris AG from the business relationship with the customer have been paid in full. The customer is entitled to dispose of the purchased goods in the ordinary course of business. The customer hereby assigns to ActiMaris AG all receivables against third parties arising from the resale as security. The customer is authorised to collect these until cancellation or suspension of payment to ActiMaris AG for the account of ActiMaris AG. The customer is also not entitled to assign this claim for the purpose of collecting the claim by way of factoring, unless the factor is simultaneously obliged to pay the consideration directly to ActiMaris AG in the amount of the share of the claim as long as ActiMaris AG still has claims against the customer. ActiMaris AG must be notified immediately by the customer by registered letter of any access by third parties to goods and claims belonging to ActiMaris AG. The exercising of the retention of title does not imply withdrawal from the contract. The goods and the claims replacing them may not be pledged to third parties, transferred by way of security or assigned until ActiMaris AG has paid the claim in full. If the value of the securities exceeds the claims of ActiMaris AG by more than 20%, ActiMaris AG will release securities at the option of ActiMaris AG at the request of the customer.
11 Place of performance and jurisdiction; applicable law
Unless the customer is domiciled in Switzerland, the place of performance and exclusive place of jurisdiction for all types of proceedings and debt collection shall be Appenzell. However, ActiMaris AG also has the right to sue the customer at the competent court of his/her domicile or at any other competent court.
All rights and obligations are assessed in accordance with Swiss substantive law. The same law shall also apply for the assessment of the validity of the agreed place of performance and jurisdiction.
These terms and conditions apply exclusively to all sales.
Copyright by ActiMaris AG
ActiMaris AG
Sandgrube 29
9050 Appenzell – Switzerland
phone: ++41-(0) 71 505 75 25
fax: ++41-(0) 71 505 75 24
email: info@actimaris.com
web: www.actimaris.com