SomnoMed is a private-sector, impartial international manufacturer of medical devices. The company’s activities are monitored and certified worldwide by international certification bodies. This obliges SomnoMed to grant the competent authorities access for the purpose of monitoring its business operations as well as to align its operations with recognized standards and regulations. In the absence of such standards or regulations, SomnoMed will define its own guidelines.
2. Parties to the contract
The parties to the contract are the customer (meaning distributor, health insurer, dentist) and the branch office of SomnoMed signing the contract.
3. Basis of contract
The contract (meaning distribution agreement, Lab Sheet, license agreement, order form, form) with SomnoMed is based on the information provided.The contract for the purchase of the contractual item shall be regarded as having entered into after SomnoMed has received the fully completed form.
4. Obligations Obligations of SomnoMed
SomnoMed shall assume the following obligations:
- to execute the contract according to the defined guidelines and inform the customer accordingly
- to unconditionally observe the directives of appropriate monitoring bodies when executing the contract and inform the customer accordingly
- to execute the contract in a fair manner and to report findings objectively – if required after clearance with the customer
- to protect and treat as confidential the information, data, documents and records received from the customer.
Obligations of the customer
The customer shall assume the following obligations within the outline of the contract and the execution thereof, even if this may cause additional costs:
- to verify the basis of contract and to inform SomnoMed of any conditions which may challenge the basis of contract
- to follow the instructions of SomnoMed in conjunction with the execution of the contract
- to supply all documentation and information required for the execution of the contract
- to keep records about complaints and product defects and to inform SomnoMed appropriately about this to treat all documentation and information with confidentiality and to protect them.
5. Delivery / Delivery time / Delivery costs / Customs
- Events of force majeure, strike, lock-out and delivery, operational and transportation disturbances beyond the responsibility of SomnoMed release SomnoMed from the duty to deliver for the duration of these effects and to the extent of their impact. If the delays in delivery caused by force majeure or by reasons beyond the responsibility of SomnoMed exceed reasonable limits for a party to the contract, said party may, by notice in writing, withdraw from the contract in whole or in part; a delay in delivery of 6 months shall automatically result in the right of withdrawal.
- Any delivery time shall be subject to agreement. The delivery time shall only be binding after clarification of all technical and administrative details. If an act of collaboration is required from the customer to perform the piece of work, the term of delivery shall only commence after the customer has fulfilled the required act in its entirety. A binding delivery deadline is exclusively valid only after the delivery deadline has been confirmed as binding in writing to the customer.
- If a binding delivery deadline is exceeded, the customer shall grant an appropriate extension in time, which, in principal, shall not be less than 4 weeks.
- If the customer is in default with payment of an earlier delivery, SomnoMed is entitled to withhold deliveries or withdraw from the contract if a grace period set for payment expires ineffectively without being liable for compensation of any damages incurred as a result of such action.
- If after conclusion of the contract it is shown that SomnoMed’s claim for payment may be at risk, SomnoMed shall have the right, after setting a reasonable period of grace, to make the delivery dependent on advance payment or provision of appropriate collaterals.
- If SomnoMed claims compensation – for whatever legal reasons – the amount of compensation shall be 20% of the purchase price (exclusive of value added tax); statutory value added tax will apply in addition. We shall be entitled to increase the amount of compensation if we can provide evidence of a larger loss. The customer shall be entitled, however, to demonstrate to us that no loss or a far smaller loss was incurred.
- SomnoMed will bear the freight charges.
- SomnoMed will handle all custom formalities. The customer undertakes to collaborate in completing the customs formalities if such collaboration accelerates or facilitates the handling of such documentation.
6. Warranty / Repairs
The customer shall check the work for accuracy and completeness immediately after receipt. Complaints shall be made in writing promptly after the delivery. The customer shall supply the necessary working models for reworking or replacement delivery. In the case of inaccurate fit, the complaint must be filed no later than 10 working days after receipt of the item and include the original models; new models or impressions shall be enclosed or subsequently submitted without delay. These provisions apply to obvious defects only.SomnoMed shall be responsible for material defects (but not for damage caused by the end user) for the warranty period in force in the country of the end user. The warranty given by SomnoMed is described in detail in the User Guide which is provided together with the contractual item.SomnoMed will instruct the authorized laboratory to remedy the defect (repair) subject to SomnoMed’s warranty obligation. If subsequent improvement of a defect is not possible or unreasonable, SomnoMed shall reserve the right to decide whether to replace the defective contractual item.The customer shall be responsible for repairs outside the statutory warranty or repairs which have become necessary due to damage caused by the end user or a third party. SomnoMed shall reserve the right to decide at its own discretion whether it will cover the repair costs in part or in whole as a gesture of goodwill. The customer shall have no claim against SomnoMed for costs.
7. Payment terms
SomnoMed shall issue an invoice for the contractual item ordered. The invoice shall be payable without discount within 30 days after the invoice date by the party to the contract.
8. Applicable law / Place of jurisdiction
The contract and all disputes that may arise from the contractual relationship shall be exclusively subject to Swiss law with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes on and arising from the contractual relationship shall be Zug, Switzerland. This shall also apply to foreign contracts.
9. Final provisions
The General Terms and Conditions (GTCs) form an integral part of the contract concluded between the parties. By signing the contract, the parties to the contract confirm that they have read and understood all of the terms and conditions contained herein. They expressly declare to have accepted the GTCs in their entirety.Where this document is translated into local languages for foreign customers, the German version shall always apply in the case of alternative possibilities of interpretation or translation mistakes.SomnoMed reserves the right to modify these GTCs at any time. General terms and conditions are provided to the customer in hard copy as enclosure to the contract or electronically to be downloaded from the homepage www.somnomed.eu.