Terms and Conditions

1 Applicability of the General Terms and Conditions

1.1 These General Terms and Conditions („GTC“) apply to all offers made by Bitmedical AG („Bitmedical“, „we“) and to all claims arising between Bitmedical and the customer.
1.2 Terms and conditions of the customer, in particular purchasing conditions, shall not apply unless we have explicitly agreed to their validity in text form. Our general terms and conditions shall also apply if we execute delivery to the customer without reservation while being aware of conflicting terms and conditions of the customer.

2 Quotes

2.1 Our offers are to be understood only as an invitation to submit an offer by the customer. A contract is only concluded upon our order confirmation in text form or execution of the delivery.

3 Delivery dates and delivery periods

3.1 Any delivery dates and delivery periods stated are provided without guarantee and are non-binding, unless they are explicitly marked as „binding“.

4 Shelf life of the delivered items

4.1 We guarantee a shelf life of consumables of at least 6 months at the time of shipment. Shorter shelf lives will only be delivered with the customer's written confirmation and are excluded from return.

5 prices

5.1 The prices are determined by the prices of Bitmedical valid at the time of the order and are, unless otherwise agreed, inclusive of the costs for packaging and shipping and exclusive of statutory VAT.
5.2 Bitmedical generally does not charge small-quantity surcharges. However, in the event of frequent small orders (net order value < 250.00 CHF), we reserve the right to charge a small-quantity surcharge of 5% on top of the net order value.
5.3 Insofar as discounts or other benefits are granted, these must be taken into account by the customer in billing, in particular with regard to health insurance funds and patients, and, if applicable, passed on in accordance with statutory requirements. The customer bears sole responsibility for this.
5.4 If a customer does not order an item for a period of more than 24 months, Bitmedical is entitled to mark this item as «inactive» in the customer account. With this deactivation, the last agreed or invoiced price loses its validity. In the event of a re-order, Bitmedical will create a new quotation based on the conditions valid at the time of the order. Since this is not a general price adjustment, but rather the reactivation of an item previously marked as inactive, Bitmedical is not obligated to inform the customer separately about the deactivation or the price adjustment after the 24-month period has expired.
5.5 Price changes are expressly reserved at any time.

6 Delivery

6.1 We reserve the right to choose the method of shipment and the routing.
6.2 Risk and benefit shall pass to the customer upon dispatch of the goods from our warehouse at the latest.
6.3 Circumstances or events for which we are not responsible, in particular force majeure, which delay delivery, make it impossible or unreasonably difficult, such as operational or traffic disruptions, raw material or energy shortages, strikes, lawful lockouts, improper or delayed delivery by our suppliers, epidemics, pandemics, natural disasters, wars, etc., release us from our obligations under the contract. Insofar as these are temporary obstacles, this shall apply only for the duration of the obstacle plus a reasonable period after the obstacle has ceased to exist.
6.4 The customer is entitled to withdraw from the contract by giving immediate written notice to us if it is unreasonable for them to accept the delivery due to the delay. However, claims for damages by the customer against us in this regard are excluded.

7 Payment

7.1 Every invoice from us is payable to the account specified on the invoice. Amounts are payable within 30 days of the invoice date and without deduction, barring any other written agreements.
7.2 The customer shall be in default upon expiration of the payment deadline, even without a written notice of default. The default interest rate is 5 %. The customer is entitled to set off amounts only if the customer’s counterclaim in question has been legally established, is undisputed, or has been acknowledged by us.

8 Warranty

8.1 The customer's rights in the event of material defects or defects of title of delivery items shall be determined exclusively by the statutory provisions and these GTC. Quality guarantees shall in any case require our express, written declaration.
8.2 The customer must carefully inspect the delivered items immediately upon delivery. Significant deviations, in particular defects, transport damage, or deliveries of a quantity or items other than those ordered (collectively the „delivery deviations“), must be reported in writing within 3 calendar days of delivery. In the case of hidden defects, the period is 3 calendar days after discovery of the defect or from the day on which the defect was recognizable. The notice of defect must be made in text form.
8.3 The customer may only return objected-to delivery items with our explicit, written, and prior consent. Returns without prior written consent are excluded from any form of credit note, replacement, or exchange.
8.4 If we have given our consent, the rejected delivery items are to be sent back to us. The customer shall bear the costs of returning the rejected delivery items.
8.5 In the event of immaterial deviations, the customer's rights with regard to defects of quality or title are excluded.
8.6 In the event of a justified and timely notice of defects regarding «delivery deviations,» we are entitled, at our discretion, to rework the delivery items objected to or to provide replacements free of charge. In this case, Bitmedical shall bear the costs for any return shipping.
8.7 If the subsequent improvement or replacement delivery fails, i. e., in the event of impossibility, unreasonableness, refusal, or undue delay of the subsequent improvement or replacement delivery, the customer is entitled, at their discretion, to either appropriately reduce the purchase price or withdraw from the contract.
8.8 Unless otherwise agreed in writing, the warranty period for newly manufactured delivery items is 12 months and for used delivery items 6 months, calculated from delivery to the customer. This warranty obligation applies exclusively to capital goods or medical hardware and not to consumables.
8.9 The warranty shall be void to the extent that the defect is attributable to the customer using the delivery item for a purpose other than that agreed upon in the contract, contrary to statutory provisions, or contrary to the guidelines issued by the manufacturer, or otherwise handling, operating, or treating it improperly, incorrectly, or negligently. The customer is obliged to hold us harmless from all third-party claims arising from misconduct on the part of the customer.

9 Return

9.1 A right of return for the customer exists only in cases prescribed by mandatory law or expressly regulated in these GTC. Otherwise, the return of goods by us is made as a gesture of goodwill and at our sole discretion on a case-by-case basis, without prejudice and without recognition of a legal obligation.
9.2 The customer is only entitled to return ordered goods with our express written consent.
9.3 The return of items purchased through a supplier other than Bitmedical is excluded, even if Bitmedical carries this item in its own product range.
9.4 The returned goods must be unused, in their original packaging, and accompanied by a return slip stating the reason for the return, the name of our employee who approved the return, a confirmation that the goods were stored correctly, and our delivery note or invoice number. Used, opened, damaged, labeled, or incorrectly stored goods will not be credited.
9.5 In the event of a complaint, the replacement of the goods or a refund will only take place once the manufacturer has examined the rejected goods and it is established that the defect is not due to user error by the end customer.
9.6 Excluded from return are mandatorily, but not exclusively, any form of cannulae, connectors, and oxygenators for surgical or perfusion use, as well as items explicitly produced on behalf of and for the customer, such as BTO or BTS products.

10 Complaint & Product Recall

For all items obtained via Bitmedical, the processing of a complaint or a manufacturer recall is included.
10.2 For items that are part of the Bitmedical portfolio but are obtained by the customer through another channel (e.g. parallel imports), the personnel, time and administrative expenses for processing will be invoiced to the customer. The costs are based on the applicable tariffs of Bitmedical for carrying out work in connection with items obtained via third-party suppliers.
10.3 In such a case, the customer is not entitled to a credit note or a free replacement of the affected item via Bitmedical.
10.4 Unless otherwise agreed in writing, Bitmedical bills for its expenses on a monthly basis.
10.5 The company Bitmedical only invoices for its own expenses. It is up to the manufacturer to invoice the end customer separately for its own expenses.

11 Service & Repair

11.1 For on-site repair, maintenance, or other service assignments at the customer's premises (hereinafter „Service Assignments“), the following special conditions shall apply in addition to the other terms and conditions of these GTC, provided that an individually concluded contract for maintenance or repair services with the customer (hereinafter „Framework Agreement“) does not stipulate otherwise.
11.2 Service calls are billed based on time and effort according to the rates in our general price list applicable at the time the order is placed, or as agreed individually. This also applies if it turns out during the service call that an on-site repair is not possible.
11.3 On-site inspections of delivery items at the customer's premises for the purpose of preparing cost estimates for work on the delivery item („Inspections“) shall be charged on a time-and-material basis at our service rates set forth in the general price list valid at the time the order is placed, or in accordance with a separate individual agreement.
11.4 Master agreements are concluded for the term specified in the master agreement. Unless otherwise stipulated in the master agreement, master agreements with a term of at least 1 year shall be extended by 1 year from year to year upon expiration of the contract term, unless terminated by either party by giving 3 months' notice to the expiration date or an anniversary thereof. The right of both parties to terminate for good cause without notice shall remain reserved.

12 Liability for damages

12.1 To the extent permitted by law, our liability is limited to intent and gross negligence, and any liability for our vicarious agents is completely excluded.
12.2 The place of jurisdiction is the ordinary courts at the legal headquarters of Bitmedical AG.