1.1 These general terms and conditions (GTCs) apply to all offers, orders, sales, deliveries and other services provided by Orthotec Ltd to customers. The customer has been informed of these GTCs, in partic-ular of where they can be found. These GTCs are accepted by the customer with each order or purchase order.
1.2 Any provisions deviating from the GTCs shall be expressly designated as such and shall require the written consent of both contracting parties in order to be valid.
2. ORDER AND CONCLUSION OF THE CONTRACT
The contractual relationship between the customer and Orthotec Ltd comes into being when Orthotec Ltd accepts an order from the customer. Orders may be placed verbally, in writing, via email or via the Inter-net. Orthotec Ltd shall accept the order/purchase order either by issuing the customer with an order confirmation (Vehicle Adaptation only) (email or post) or by providing the goods. The products and prices in the catalogue constitute an offer. However, this offer is always subject to the condition of termination of the contract if delivery is not possible or the price is incorrect. The purchase contract comes into effect once the customer has submitted its purchase order to Orthotec Ltd in person, over the telephone or via email.
3. DELIVERY/DELIVERY TIMES/SHIPPING COSTS
3.1 The ordered products may only be delivered to an address in Switzerland, Liechtenstein, Germany, Austria, Italy or France. Special arrangements may be made for delivery to other EU countries and countries outside the EU. If the products are in stock, they shall be delivered to the address provided by the customer. Orthotec Ltd Vehicle Adaptation reserves the right to arrange a handover location with the customer that differs from the customer’s address. If the goods are not in stock, the expected delivery time will be noted in the order confirmation mentioned under item 2. However, expected delivery times are not guaranteed and are to be understood merely as a guide.
3.2 Orthotec Ltd shall only be liable for adherence to a delivery time if this has been expressly agreed with the customer and confirmed in writing by Orthotec Ltd.
3.3 Deliveries are made at the customer’s own risk from Orthotec Ltd’s warehouse. The customer shall not be charged for the effective postage and packaging costs. This provision does not apply to special deliveries (for rehabilitation technology items, sport and leisure devices, and vehicles) or to any express surcharges, international shipping costs, or delivery costs for rental items or personal delivery by a Cus-tomer Advisor or installer. The customer shall be informed of the costs and the delivery/handover details in advance.
3.4 Ordered products shall be packaged in a manner that ensures their optimum protection. However, we give no guarantee of damage-free delivery. If the delivered goods are damaged during transport, the customer must report the damage to the transport company immediately after opening the packaging, and must document the damage as well as the report they have made.
3.5 If an ordered product is no longer available at the time of delivery, Orthotec Ltd reserves the right to provide the customer with an equivalent product in place of the original one.
3.6 Clarification documents created within the scope of the contractual relationship, such as dimension sheets, order forms, etc. are the property of Orthotec Ltd and are not passed on to third parties or external institutions.
4. PRODUCT CHARACTERISTICS
All information about the goods that the customer receives as part of the order process is non-binding. In particular, goods are subject to design and technology changes that improve their functionality. Likewise, errors in the description, illustration and price are reserved. All technical information about the individual goods is based on the manufacturer’s information. If Orthotec Ltd is not the manufacturer of the product, changes to the product on the part of the manufacturer in the interests of technical progress are reserved.
All prices are quoted in Swiss francs and include value-added tax (VAT) but exclude shipping costs. In cost estimates, prices excluding VAT and the VAT are shown separately. The prices refer exclusively to the services ordered in accordance with the order confirmation. Additional expenses caused by the customer as a result of subsequent changes will be charged in addition at cost.
6. PAYMENT TERMS AND LATE PAYMENT
6.1 The invoiced amount is due within 30 days after the invoice date, unless otherwise stipulated in writing. If the pending amount is not paid on time, Orthotec Ltd reserves the right, without prior issuing of a reminder, to declare the customer in default and to charge interest on arrears in accordance with Art. 104 et seq. of the Swiss Code of Obligations (OR) of 5%.
6.2 In the event of late payment, Orthotec Ltd reserves the right to fully or partly suspend further deliveries to the customer until all outstanding claims have been settled. The customer shall be notified of the suspension of deliveries in writing or verbally. The customer shall bear any consequences resulting from the suspension of deliveries. Furthermore, Orthotec Ltd reserves the right to definitively withdraw from any further order relationships. The customer shall be informed of this withdrawal in writing. Orthotec Ltd reserves the right to take further legal steps.
6.3 In the event of default, Orthotec Ltd shall be entitled to charge the defaulting customer for the additional costs incurred.
6.4 The offsetting of any counter-claims is excluded.
6.5 Orthotec Ltd reserves the right to make deliveries to customers exclusively after prepayment has been made.
7. CREDIT CHECK
Orthotec Ltd reserves the right to check the customer’s creditworthiness in the case of payment against invoice.
Goods must be returned undamaged, unused, functional, complete and in their original packaging. The customer shall bear the cost of returning the goods, as well as any repair costs. Goods must be returned within ten working days following delivery. Custom-made items produced at the customer’s request (e.g. wheelchairs, orthoses, prostheses, special shoes), non-stock items bought in specifically for the customer’s order, and opened consumables and hygiene products may not be returned.
9. INSPECTION OF GOODS/DEFECTS/WARRANTY
9.1 The customer must inspect the goods immediately after delivery/handover, and must notify Orthotec Ltd in writing of any defects or deviations from the order/purchase order immediately or no later than within ten working days following delivery. Otherwise, the delivery shall be deemed accepted. The customer may not use a faulty product. They must keep it in the condition they received it in and report the de-fect/discrepancy. Defects which are not apparent even upon proper inspection (hidden defects) are to be reported in writing immediately upon discovery.
9.2 Where possible, Orthotec Ltd shall remedy reported defects in due time and in the proper manner at its own expense (right of rectification). If rectification is not possible or involves disproportionate effort, Orthotec Ltd shall replace the faulty goods. If replacement is not possible, the customer may request a price reduction that is proportionate to the defect. Reimbursement shall be made to the payer.
9.3 For new goods, the statutory warranty period of two years applies in principle (for rechargeable batteries and batteries, a voluntary warranty of six months is granted). For new goods purchased from a third-party manufacturer, the warranty periods and the warranty provisions of the respective manufacturer/supplier apply if these periods are longer than the statutory minimum period of two years. However, these warranty periods do not release the customer from the obligation to inspect the goods immediately upon receipt and to submit a written notice of defects, if applicable. If the manufacturer/supplier of the defective goods does not acknowledge its warranty obligation, Orthotec Ltd reserves the right to charge the customer for the costs it incurs to remedy the defect.
9.4 When purchasing second-hand goods (e.g. second-hand wheelchairs), the warranty period is one year, based on Art. 210 para. 4 lit. a OR; for rechargeable batteries and batteries, a voluntary warranty of three months is granted. The period begins with delivery or handover of the goods (see form for shortening the warranty period). To the extent possible by law, this warranty period may be waived by mutual agreement and rescission and reduction may be excluded.
9.5 No case of warranty shall be deemed to exist if modifications (e.g. repairs, conversions) are made to the item without the written consent of Orthotec Ltd and the defect is attributable to such modification, if the product is not used for its intended purpose or is used improperly, or if the prescribed or customary maintenance and servicing work is not observed. Furthermore, Orthotec Ltd is not liable for ordinary wear and tear. Likewise, no case of warranty shall be deemed to exist if a self-installed part supplied by Orthotec Ltd is installed improperly by the customer and this results in defects in the installed part or in the item into which the part was installed. In this case, both reduction and rescission and the assumption of consequential damages are excluded.
9.6 In order to enable the warranty to be exercised, the goods must be sent with a copy of the original invoice or delivery note.
9.7 The assumption of any consequential damages from defects is excluded.
10. RETENTION OF OWNERSHIP
The goods shall remain the property of Orthotec Ltd until all open invoices have been paid in full. Orthotec Ltd is entitled to have the retention of ownership entered in the relevant registers. For as long as Orthotec Ltd asserts its retention of ownership, the customer is prohibited from selling, lending, renting or pledging the goods. In the event of seizure or other interventions by third parties in the ownership of the corresponding goods, Orthotec Ltd shall be notified without delay. Orthotec Ltd’s retention of ownership shall take precedence over any other agreements the customer may have with third parties.
11. CONFIDENTIALITY/DATA PROTECTION
12. INTELLECTUAL PROPERTY
The intellectual property rights to the documents, samples and models, etc. created in connection with the contractual relationship shall arise and remain with Orthotec Ltd. These may not be passed on to third parties without the prior written consent of Orthotec Ltd. The customer shall not acquire ownership of the aforementioned documents even after payment of the costs.
13. APPLICABLE LAW AND PLACE OF JURISDICTION
These GTCs and the contracts concluded on the basis of these GTCs (verbally, in writing or electronically) are subject to Swiss law. The place of jurisdiction is the registered office of Orthotec Ltd (Nottwil, Canton of Lucerne, Switzerland).
Nottwil, august of 2022
Guido A. Zäch Strasse 1 | CH-6207 Nottwil | T +41 41 939 56 06 | F +41 41 939 56 40 | email@example.com | www.orthotec.ch A company of the Swiss Paraplegic Foundation