General Terms and Conditions (GTC) of INUS Medical Devices AG (IMD AG)
For delivery, use IN 300 and INUS concept as well as participation in the International INUSpheresis® Network of INUS Medical Devices AG.
1. general
The present General Terms and Conditions ("GTC") are binding in the relationship between INUS Medical Devices AG (hereinafter also "IMD AG") and the customer. Other terms and conditions of the customer shall only be valid if they have been expressly accepted in writing by IMD AG with reference to the present GTC, for example in a partnership or purchase agreement.
2. offers and orders
IMD AG shall be bound by its offers for 30 days from the date of the offer. A contract is only concluded if IMD AG confirms an order in writing or fulfills such an order without reservation by delivering the ordered goods or performing the ordered service. The sending of the invoice is considered as written order confirmation. If after written order confirmation and before delivery of the ordered goods or performance of the ordered services a substantial deterioration of the customer's financial and/or liquidity situation occurs, or if such circumstances already existing at the time of conclusion of the contract become known only afterwards, IMD AG reserves the right to withdraw from the contract and to claim damages if the customer is not prepared to perform concurrently, to provide security or to make an advance payment, at IMD AG's discretion. Orders of the customer will be executed at the net price, which results from the price list valid on the day of receipt of the order. The respective prices are exclusive of VAT and possible fees. If required by law, these shall be invoiced additionally accordingly. Deliveries within the EU to customers with a valid VAT ID are carried out tax-free according to §4 No. 1a UstG (Reverse Charge). Export deliveries to countries outside the EU are carried out without VAT and the customer is responsible for the import, import VAT and any customs clearance and compliance with regulatory requirements themselves and bears the associated costs.
3. shipping and transfer of risk
The delivery of goods, including packaging, is generally carried out as quickly as possible after order confirmation, or in cases of advance payment after receipt of payment, from a warehouse of IMD AG according to information in the order confirmation. The shipping costs are to be borne by the customer, unless otherwise agreed. The delivery time will be confirmed by IMD AG for each order. Partial deliveries or substitute deliveries reasonable to the customer remain reserved. The customer may request IMD AG in writing 14 days after order confirmation to deliver within a reasonable period. With this reminder IMD AG is in default.
Upon request, express deliveries and special requests regarding packaging or transport route are possible against reimbursement of the additional costs and with extension of any delivery periods.
Unless otherwise agreed, Incoterms 2020 Ex Works (EXW) shall apply to all deliveries. Upon request, IMD AG can take care of the export customs clearance at the customer's expense. In cases where the customer carries out the export customs clearance himself, he has to hand over or make available to IMD AG a proof of export satisfactory to IMD AG. The initial commissioning of the equipment at the customer's place of business or at its destination is carried out by a technician commissioned by IMD AG against signature of the acceptance protocol by the customer.
4. payment
The invoices of IMD AG are due and payable net within 10 days from the invoice date. After expiry of the payment period the customer falls into arrears without the necessity of a reminder from IMD AG. Deliveries outside Germany and Switzerland have to be paid in advance. All payments of the customer are considered to be made on the oldest outstanding debt and will be set off against it. Repayment regulations of the customer deviating from this are inadmissible. The customer may only offset against undisputed or legally established claims. If the customer defaults on a due payment, all outstanding invoices shall become due immediately. In addition, default interest at the statutory rate will be charged on the amount for which the customer is in default. In the event of default of payment, IMD AG is entitled to postpone the delivery of further ordered goods and the provision of further ordered services until all outstanding invoices have been paid in full, or, at its discretion, to withdraw from the contract. Claims for damages are expressly reserved for this case.
5. retention of title
The goods remain the property of IMD AG until the purchase price has been paid in full, insofar as this is permissible under the law in whose area the goods are located. IMD AG is entitled to have the retention of title entered in the relevant registers if this is necessary in the country concerned for the validity of the retention of title. If the law in whose area the goods are located does not permit a retention of title, but allows the seller to reserve other rights to the goods, IMD AG may exercise all rights of this kind. The customer undertakes to cooperate in all these measures of IMD AG to secure credit and in particular also to conclude corresponding supplementary agreements.
6. warranty and liability
Obvious defects must be reported to IMD AG in writing immediately after receipt of the goods or before initial commissioning by a technician, in the case of hidden defects immediately after their discovery. Return shipments always require the prior written consent of IMD AG. By signing the acceptance protocol after the initial commissioning by the technician, the customer approves the goods and the services in the condition recorded therein. For defects before the initial commissioning, which have arisen without the customer's intervention, the customer is only entitled to rectification or, where necessary, to delivery of spare parts and installation of the same, whereby IMD AG is liable for the costs of the rectification as well as the delivery and installation of the spare parts. If the rectification or the delivery or installation of spare parts is not possible or fails, the customer has the right to demand, at his choice, the reduction of the remuneration or, if not only insignificant defects exist, to withdraw from the contract.
For defects of ordered goods and services occurring after initial commissioning, IMD AG grants the customer a warranty of two years. The warranty is limited to the delivery of spare parts, whereby the costs for the delivery and the installation of the spare parts shall be borne by the customer. The reduction of the remuneration, the rescission of the contract and the conversion are expressly excluded.
The warranty period for spare parts supplied under warranty claims is six months. Warranty claims do not set a new warranty period in force. Defects or damage caused by improper use are not covered by the warranty. The prescribed safety inspections (hereinafter STK) as well as maintenance on the delivered equipment must be carried out or commissioned at the time intervals specified by IMD AG at the expense of the owner/user. Should the owner/user not be able to prove to IMD AG upon request that he has had the safety inspections and maintenance carried out properly, all warranty claims against IMD AG will expire.
Any further warranty or liability is excluded to the extent permitted by law, unless IMD AG, its legal representatives or vicarious agents are guilty of gross negligence or intent or IMD AG culpably violates essential contractual obligations. Liability in case of injury to life, limb or health as well as according to the mandatory applicable liability standards for medical devices or product liability remains unaffected.
7. change of the contracting party/ assignment
IMD AG is permitted to transfer its contractual rights and obligations to a third party with discharge of debt. The customer agrees to disposals of the rights of IMD AG arising from the business relationship.
8. resale and preservation of network integrity
The direct or indirect commercial resale of IMD AG's products is not permitted. Deviations from this require the express written consent of IMD AG. In the case of the IN 300 Inuspheresis devices and successor models, IMD AG has a fundamental right of repurchase in the event of closure of the site or sale of the practice or devices of the then current owner. This also applies to partial sales. A takeover by third parties requires the written consent of IMD AG in all cases. This also applies if a new practice partner is taken on. The use of the IN- 300 device always remains bound to the network contract and thus to the scientific findings of the INUS expert network as well as to the contractual partner of the network contract, in the case of corporations to the contracting party in persona. A breach of the guidelines of the network contract or the expert network also entitles IMD AG to repurchase the devices. The prices for the buyback are staggered as follows: In year 1 after purchase (order confirmation) a deduction of 50% from the purchase price, in years 2-4 after purchase a deduction p.a. of 15% each from the purchase price. In years 5-7 after purchase, the device still has a symbolic value of € 1200.00 when fully operational and € 500.00 thereafter.
9. data protection
IMD AG objects according to § 28 DSGVO and other respectively applicable data protection legislation to any commercial use and disclosure of its data. The customer gives his consent to the use of personal data within the framework of § 28 DSGVO or the respective applicable data protection legislation. Data may also be passed on to commissioned service partners (logistics partners) or other third parties.
10. severability clause
If any provision of these GTC is or becomes void, invalid or unenforceable, the remaining provisions of these GTC shall not be affected. The parties agree to replace the void, invalid or unenforceable provision by a valid and enforceable provision which, from the point of view of the parties, comes closest in economic terms to the objective which was associated with the void, invalid or unenforceable provision. In a corresponding manner, a gap in the GTC shall be closed.
11. miscellaneous and place of jurisdiction
INUS Medical Devices AG expressly reserves the right to change these GTC at any time and to put them into effect without notice. The current version will be sent to the customer together with the order confirmation and is available on the website of IMD AG (https://inus.health/MD/AGB) at any time.
In the event of any discrepancies between the German and English versions of these GTC, the German version shall prevail.
The legal relationship shall be governed exclusively by Swiss substantive law (excluding the conflict of laws rules, the United Nations Convention on Contracts for the International Sale of Goods and the Hague Sales Convention).
The place of jurisdiction is Zug, unless the law provides for mandatory places of jurisdiction.
12. contact
If you have any questions about these GTC, please contact
INUS Medical Devices AG
CH-6312 Steinhausen (Switzerland)
Web: www.inus.healh/md
Mail: info@inus.health
Phone: +41 41 766 88 99