General Terms & Conditions

 

VetWelding Terms & Conditions

  1. Scope of application

1.1. VetWelding AG (hereinafter: “VETWELDING”) is a company limited by shares with its registered office in Muehlenbach 2, CH-6362 Stansstad/NW (CHE-331.872.121), and offers its customers a wide range of services and products, mainly in the fields of veterinary medicine.

1.2. These General Terms and Conditions (hereinafter: “GTC”) govern the conclusion, content and execution of individual contracts (hereinafter: «Contract») between customers (hereinafter: «Customer») and VETWELDING. The GTC form an integral part of all offers and Contracts between the Customer and VETWELDING.

1.3. Deviations from these GTC shall be effective only if explicitly agreed in the specific Contract between VETWELDING and the Customer.

1.4. These GTCs shall apply exclusively. Contradictory terms and conditions, namely those of the Customer, are only valid if, and to the extent, they have been accepted by VETWELDING expressly and in writing.

  1. Offer and conclusion of the Contract

2.1. Unless otherwise expressly agreed, all offers made by VETWELDING are not binding on VETWELDING and are subject to change.

2.2. The products of VETWELDING can be ordered online via contact form (https://www.vetwelding.com/contact/), by e-mail or by telephone. In any case, an ordering form has to be filled out by the Customer or – if an order is placed by telephone – by the sales person of VETWELDING during the ordering process. The Customer remains bound to its order for a period of 30 days.

2.3. VETWELDING accepts the Customer’s order by sending an order-confirmation by e-mail (containing tracking details and invoice) and/or by delivering the respective goods (conclusion of the Contract). The contractual object is therefore specified in the confirmation by VETWELDING.

  1. Delivery of products

3.1. Unless otherwise agreed, the delivery period specified by VETWELDING in the order confirmation is only approximate and not binding. However, if VETWELDING does not meet this approximate delivery period and also fails to deliver within an extra period of at least 30 days to be granted by the Customer upon dunning, the Customer has the right to terminate the Contract with immediate effect.

3.2. If a binding delivery date has been expressly agreed between the parties in the Contract, the deadline is met by VETWELDING as soon as the delivery has been handed over for transport and/or the readiness for dispatch has been established and notified.

3.3. If VETWELDING is not able to deliver the entire order at the same time, it shall be entitled to make partial deliveries and/or provide partial services. The additional postage costs shall be borne by VETWELDING.

  1. Prices

4.1. Goods and services will be invoiced at the price valid on the date of conclusion of the Contract. However, VETWELDING reserves the right to make any price changes. If such a price change takes place after receipt of the Customer’s order and is communicated e.g. in the order-confirmation, this shall constitute a rejection of the Customer’s binding offer and the submission of a binding counter-offer, which would have to be accepted by the Customer.

4.2. All prices called up by VETWELDING are net prices in Swiss Francs (CHF); in addition, the applicable value added tax is owed. Other additional costs (e.g. shipping costs, packaging costs, surcharge for small quantities and services) will be charged additionally and must be paid by the Customer. Such additional costs will be shown separately to the Customer.

4.3. If a price is indicated in a foreign currency, that price shall be deemed an estimate. The estimate is to be understood as the foreign-currency equivalent of VETWELDING’s price in Swiss Francs (CHF). The binding applicable exchange rate and the effective foreign-currency amount payable by the Customer shall be determined by VETWELDING on the date of invoicing.

  1. Terms of payment

5.1. Customers of VETWELDING are supplied exclusively on account and/or against advance payment. Invoices are payable within 30 days from the date of the invoice. If the payment deadline is not met, default interest of 5% per annum will be automatically charged. Additional reminder fees of CHF 20 will be charged per reminder.

5.2. The Customer is generally not entitled to withhold payments to VETWELDING and to raise the defense of set-off in the event of alleged counterclaims, provided that such counterclaims have neither been expressly recognized by VETWELDING nor have been established by a court.

5.4. In case of imminent insolvency and/or significant deterioration of the financial circumstances of the Customer, VETWELDING shall be entitled to demand further securities from the Customer.

  1. Transfer of ownership

The goods delivered to the Customer remain the property of VETWELDING until full payment of the invoice.

  1. Warranty procedure

7.1. The Customer has no general right to return or exchange goods. The delivery note or the corresponding invoice shall be deemed to be the warranty certificate for the Customer and must therefore be kept carefully.

7.2. Upon receipt of the goods delivered by VETWELDING, the Customer shall examine them for correctness, completeness and external intactness (especially the intactness of the original packaging). Obvious defects shall be notified without delay, but no later than within 5 business days of receipt of the goods. Such notification of defects must be in writing and shall precisely specify the type and extent of the defect. The Customer is obliged to keep the original packaging of the damaged goods until VETWELDING informs the Customer in writing about the further procedure.

7.3. If the Customer does not report back to VETWELDING within the time limit according to clause 7.2, the delivery is considered accepted. The right to assert claims for hidden defects is reserved. The warranty period is defined in the product description but does in any case not exceed two years from the delivery date.

7.4. The Customer shall initially only have the right to replacement delivery or repair delivery – to be decided by VETWELDING. This replacement/repair warranty applies only to non-perishable instruments or powering equipment (excl. drill bits and sonotrodes). If a replacement delivery is not possible, or if a repair has failed twice, the Customer has the right to either demand a price reduction or to withdraw from the Contract.

  1. Other services

8.1. VETWELDING offers certain consulting services in connection with the products it supplies. The Customer acknowledges and expressly agrees that VETWELDING may provide supportive product consultation, but in no case a medical consultation, regardless of the context in which such consultation takes place. VETWELDING assumes no responsibility or liability for the completeness and accuracy of any such consultation. The responsibility for the correct use of the products rests with the medical staff of the Customer using the products.

8.2. The details of any such consulting services and the costs thereof shall be specified in the respective Contract.

  1. Liability

9.1. VETWELDING shall in principle only be liable for intentional or grossly negligent breach of its contractual obligations. Liability for slight negligence is excluded, as far as legally permissible. This also applies to the liability of employees, third parties, vicarious agents and subcontractors involved by VETWELDING.

9.2. The Customer is aware that the use of VETWELDING’s goods and services is reserved to licensed veterinary medical professionals and practices that have completed VETWELDING training and remained current with the training concerning VETWELDING’s goods and services. If the Customer does not meet these requirements, VETWELDING’s warranties and liability shall be excluded as far as permitted by law.

9.3. VETWELDING shall not be liable for damages resulting from, and no warranty shall apply for, (i) the non-observance of VETWELDING’s assembly and/or installation instructions and/or instructions for use, (ii) unsuitable or improper storage, (iii) faulty assembly or installation, (iv) incorrect or improper use of the products (especially use against the instructions of use of the contractual products) and/or use contrary to the Contract (own-fault or third-party fault of the Customer or their employees, third parties called in by Customer, subcontractors and vicarious agents), (v) faulty commissioning by the Customer or third parties, (vi) natural wear and tear, (vii) faulty or negligent handling by the Customer, (viii) non-achievement of a particular medical outcome, (ix) damage caused by unsuitable operating materials or replacement materials, chemical, electrochemical, electrical, weather and other unforeseeable influences, unless the damages are predominantly attributable to the fault of VETWELDING.

9.4. The responsibility for the correct use of VETWELDING’s goods and services lies with the medical staff of the Customer using the products. VETWELDING is not responsible for the surgical outcome.

9.5. VETWELDING shall neither be liable to the Customer nor be deemed to be in breach of the Contract (delay in delivery, failure to perform, etc.) if the delay or failure is due to force majeure and/or any cause beyond VETWELDING’s control.

9.6. In no case, VETWELDING shall be liable for any indirect, incidental, consequential damage and/or any loss of profit. Rather, the Customer will indemnify VETWELDING and hold VETWELDING harmless from and against any third-party claim resulting from or related to the Customer’s (or Customer’s officers’, agents’ or employees’) (i) non-observance of VETWELDING’s assembly and/or installation instructions and/or instructions for use, (ii) unsuitable or improper storage, (iii) faulty assembly or installation, (iv) incorrect or improper use of the products, (v) faulty commissioning, or (vi) negligent breach of a third party’s rights, or (vii) delivery of VETWELDING’s products to another country.

  1. Confidentiality

The Customer undertakes to keep all information about VETWELDING (business, operational and technical information, trade secrets, price lists, etc.) confidential. This also applies beyond the Contract and for as long as and insofar as the information is not publicly disclosed by VETWELDING or generally accessible in any other sense. In case of doubt, all information of VETWELDING is considered confidential. VETWELDING may release the Customer from the obligation of secrecy in writing.

  1. Intellectual property

11.1. All intellectual property rights (in particular: patents, designs, trademarks, copyrights and related rights as well as the prospective entitlement to such rights) pertaining of the results of the contractual object lie in full with VETWELDING and/or its licensors. With the conclusion of a Contract with VETWELDING, no ownership rights, interest or title in the intellectual property of VETWELDING is granted or conveyed to Customer.

11.2. VETWELDING has – at the point of time of the conclusion of the Contract – no knowledge that its goods and services infringe the intellectual property rights of a third party. Beyond that, VETWELDING does not provide any warranty in this respect.

  1. Data protection

The latest version of our Privacy Policy applies to the storage and processing of personal data. It can be found at [https://www.vetwelding.com/privacy-policy/].

  1. Final provisions

13.1. VETWELDING reserves the right to change these General Terms and Conditions at any time. In each case, the version in force at the time of the concrete order is decisive.

13.2. The Customer shall neither assign nor pledge any of its rights and obligations from the Contract concluded with VETWELDING to third parties without the prior written consent of VETWELDING.

13.3. If any provision of these GTCs is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from these GTCs and the remaining provisions of this GTCs shall continue in full force.

13.4. In the event of discrepancies, the terms of the Contract shall prevail over the GTC.

13.5. Subsequent amendments and additions to the Contract require the written consent of both parties.

  1. Place of jurisdiction applicable law

14.1. Substantive Swiss law shall be exclusively applicable. The provisions of the United Nations Convention on the International Sale of Goods of 11 April 1980 (Vienna Sales Conventions) shall not apply.

14.2. Place of jurisdiction is Stansstad, Switzerland. VETWELDING is entitled to take action against the Customer at Customer’s place of business.

 

Stansstad, February 25th, 2021