1. Scope of application of the general terms and conditions
These General Terms and Conditions shall apply to the area of Bonebridge AG's own medical products as amended at the time of conclusion of the contract and to the business relations between Bonebridge AG and its customers. Sales activities of products of Bonebridge AG between Bonebridge AG and a customer are subject to these General Terms and Conditions regardless of local or country-specific regulations.
These General Terms and Conditions apply exclusively. Conflicting or deviating terms and conditions of the customer shall not be recognised unless Bonebridge AG has expressly agreed to them in writing in individual cases and or have beensigned in a separate agreement by the customer and Bonebridge AG in mutual agreement.
2. Conclusion of the contract
- The presentation of the Bonebridge AG product range on Internet pages or presentations does not constitute an offer. It is not binding.
- The prices published by Bonebridge AG can be found in the current price sheets and are valid for the corresponding period (month/year). Price lists or other representations of the products alone do not represent a legally binding offer. We reserve the right to make price adjustments. In case of uncertainty, Bonebridge AG will submit a written offer to you on request at any time.
- By sending a written order to Bonebridge AG, you apply for the conclusion of a sales contract with Bonebridge AG. With a written order the customer accepts the sales offer of Bonebridge AG.
- Every order must be addressed to Bonebridge AG in written form. The purchase agreement shall come into effect when Bonebridge AG has explicitly accepted your order by delivering the goods or by accepting the order (order confirmation).
- Confirmed orders cannot be cancelled without Bonebridge AG's consent. Bonebridge AG reserves the right to accept or reject orders.
- All prices are net prices without exception and refer to a delivery ex works (according to Incoterms 2010, DDP excluding VAT and customs clearance). They are always understood without VAT and are valid for the period mentioned in the offer. In addition, they are subject to change and non-binding. All other costs such as transport, packaging, etc. can be found in the respective offer.
- Bonebridge AG reserves the right to adjust prices with appropriate justification due to drastic cost increases (wages, materials, tools...) which occur between order confirmation and delivery.
- For orders placed with delivery addresses outside Switzerland, the delivery prices and transmission flat rates must be considered country-specifically. Please contact Bonebridge AG for further information.
- Delivery periods and costs: Bonebridge AG delivers the ordered goods to the delivery address provided by the customer at the time of the order. The delivery can also be made in partial deliveries, provided that these are reasonable for the customer. If partial deliveries are made at the request of Bonebridge AG, Bonebridge AG shall bear the resulting additional costs.
- The delivery period begins with the conclusion of the purchase contract (transmission of the order confirmation to the customer), the availability of all necessary formalities, payments on account according to the order confirmation and clarification of all technical details. The delivery period may be extended by delayed or incomplete delivery of required information or material and / or by the effects of force majeure.
- The goods shall be delivered within the specified delivery periods in accordance with the order confirmation or agreement. Exceptions for which Bonebridge AG cannot be held responsible or which are due to the nature of the customer are excluded. Unless expressly agreed otherwise in writing, late delivery shall not entitle the customer to cancel an order or to any compensation whatsoever. Bonebridge AG rejects any liability for damages resulting from delayed delivery.
- Benefit and risk are transferred to the customer as soon as the goods arrive at the customer (according to Incoterms 2010, DDP excluding VAT and customs clearance).
- It is assumed that the buyer has received the goods in good condition. Any complaints must be reported in writing to the causer within 14 days of receipt of the goods, otherwise any legal claims for replacement or compensation shall lapse.
- The goods remain the property of Bonebridge AG until the purchase price has been paid in full. The latter shall be entitled, at the purchaser's expense, to have the claim entered in the register of retention of title if it considers its claim to be at risk. Missed payment periods may result in Bonebridge AG demanding the return of the goods.
- Quality assurance and recording: Bonebridge AG works according to the regulations of ISO 13485. Controls are carried out and recorded according to the internal test instructions. All Bonebridge AG medical devices must be actively monitored on the market in accordance with MDD 93/42/EEC. Bonebridge AG will therefore contact customers who have purchased medical devices from Bonebridge AG in order to obtain the required feedback on the performance of the respective medical device. They thus make an active contribution to the quality assurance of our products on the market.
5. Terms of payment
- The invoice shall be issued by Bonebridge AG upon delivery of the goods and shall be due net, without any deduction, for payment in accordance with the agreed payment period. If no payment period has been agreed in the offer or delivery contract, the invoice is due for payment within 30 days.
- Bonebridge AG reserves the right to demand payment in cash, in advance or on account for customers who did not respect Bonebridge AG's GTC in previous transactions. The payment on account is deducted from the invoice amount. A possible demand for a payment on account does not authorize the customer to withdraw from the contract.
- Invoices which have not been paid in full or in part and which are outstanding after expiry of the agreed payment period shall automatically and without further reminders lead directly to a default interest of 5% of the amount owed, plus all costs causally connected with the default. Failure to pay an invoice shall result in the immediate due date of further outstanding invoices. In this case Bonebridge AG reserves the right to cancel further current orders.
- Bonebridge AG grants a quality guarantee of 2 years on its products from the date of delivery ex works. The warranty only covers material and manufacturing defects. Normal wear and tear of parts, damage due to incorrect operation or handling, neglect, improper use or storage or any other reasons for which Bonebridge AG cannot be held responsible are excluded from the scope of the warranty.
- Complaints must be made in writing within 14 days of receipt of the goods. Any defects that become apparent during the warranty period must be reported as soon as they are discovered.
- Bonebridge AG shall remedy defects free of charge within the scope of the warranty if it does not prefer to replace the defect with goods free of defects. Further claims are excluded.
Maintenance and servicing of the products: As a rule, Bonebridge AG products do not require any special maintenance. However, Bonebridge AG draws attention to the product-specific operating instructions, in which any product-specific maintenance and servicing work is described.
8. Return of goods
In principle, there is no right of return. In the case of unused goods, which are in their original packaging, Bonebridge AG shall decide whether to take the goods back or not. The customer receives a credit note on his customer account if the goods are returned in their original packaging and unused. Used goods are generally not taken back.
The copyright to the products, the Internet site and its contents such as texts and graphics, product documentation (non-exhaustive list) lies entirely with Bonebridge AG. Without prior written permission from Bonebridge AG, it is prohibited to copy, download or otherwise use parts of it for your own purposes. Furthermore, Bonebridge AG points out that the products are protected by patents and trademarks and that the reproduction, copying or other use of our products, including their name designations, will be prosecuted under criminal law.
- The liability of Bonebridge AG is limited exclusively to the replacement of defective parts in accordance with Article 8 of the General Terms and Conditions. Claims for damages of the buyer for consequential damages which do not arise on the purchased item itself are excluded.
- The customer has no right to cancel orders or outstanding (partial) deliveries due to pending warranty services. In the event of damage or complaint, both parties undertake primarily to seek direct contact or to make full use of all other mediation options prior to recourse to a court.
11. Jurisdiction and applicable law
- In the event of a legal dispute, the Zug Commercial Court shall have exclusive jurisdiction. These general terms and conditions are subject to Swiss law.
- The customer only has the right to offset counterclaims if these have been legally established or if we have confirmed them in writing.
- Collateral agreements, amendments and supplements must be made in writing. This also applies to the written form requirement itself.
- If individual provisions of these GTC should be or become invalid, this shall not affect the legal validity of the remaining provisions. The same applies to any gaps in the contract.