General Terms and Conditions of Sale and Delivery

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1. General Points

1.1       These General Terms and Conditions of Sale and Delivery shall apply to all sales of products of Implantica Trading Ltd. By entering into the contract or ordering, the Customer accepts these General Terms and Conditions of Sale and Delivery.

1.2       The Customer’s contradictory purchase terms and conditions shall not apply, even if they are not expressly objected to.

1.3       Individual agreements, stipulations and/or amendments are possible, but in order to be effective they must be explicitly confirmed in writing by Implantica Trading Ltd.

2. Conclusion of the contract

2.1       The offers of Implantica Trading Ltd are subject to change without notice and not binding. Contractual relationships shall only be established once the order has been confirmed by Implantica Trading Ltd and/or performed by delivery of the product.

2.2       For the content of the contract, particularly for the scope of services, only the order confirmation from Implantica Trading Ltd is decisive. Amendments and supplements to these General Terms and Conditions of Sale and Delivery require the written approval of Implantica Trading Ltd.

2.3       The descriptions of the products and technical specifications contained in the product catalogues are not guaranteed properties. Changes without notice remain reserved.

3. Delivery

3.1       Deliveries are made from Laichingen (Germany). Implantica Trading Ltd assumes no responsibility for ensuring that the products ordered by the Customer are available in the desired quantity and at the desired time. Claims for compensatory damages due to delays in delivery and supply bottlenecks are excluded.

3.2       If Implantica Trading Ltd is prevented from performing its contractual obligations by force majeure such as war, terrorism, natural disasters, epidemics, pandemics, fire or other unforeseeable circumstances for which it is not responsible (e.g., governmental measures, strikes, operational or traffic disruptions, raw material procurement difficulties or lack of supply by suppliers), the delivery periods shall be extended by the period of the impediment plus an appropriate start-up period.

3.3       Inappropriate or erroneously ordered products shall be taken back by Implantica Trading Ltd at its sole discretion if the following conditions are met cumulatively:

• Returns within 60 days of the delivery date
• Products with undamaged packaging and labels: credit up to 98% of the selling price

3.4       Partial deliveries are permitted.

3.5       Benefits and risks shall pass to the Customer at the time of delivery at the place of destination.

4. Prices and payment terms

4.1       Prices are net prices without VAT. Rebates or discounts are excluded unless otherwise agreed in writing. The applicable currency and amount shall be as per the order confirmation.

4.2       Implantica Trading Ltd sells at the prices applicable on the day of delivery according to the price list. It reserves the right to change the prices at any time at its sole discretion and without prior notice.

4.3       Prices are generally inclusive of transport, packaging and customs duties; however, Implantica Trading Ltd reserves the right to make a different arrangement with the Customer on a case-by-case basis.

4.4       Unless agreed otherwise with the Customer, the invoice and its associated documents will be sent to the Customer by unencrypted e-mail without an electronic signature.

4.5       Unless otherwise agreed in writing, invoices are due thirty (30) days after the invoice date (expiry date). Upon expiry of the payment deadline, the Customer shall be in default without a reminder and shall pay interest on arrears in the amount of 5%. 

Implantica Trading Ltd reserves the right to defer or refuse further deliveries if the applicable payment deadline is exceeded.

5. Retention of title

5.1       Until payment in full has occurred, the delivered products remain the property of Implantica Trading Ltd, which is entitled to have its retention of title registered with the relevant register of retention of title.

6. Rights in the event of default, insolvency, etc.

6.1       In the event of late payment, discontinuation of payment, application for or initiation of insolvency proceedings, or in the event of any other deterioration of the Customer’s economic and financial situation, Implantica Trading Ltd shall be entitled at its option (i) to rescind the contract and demand surrender of the delivered products or (ii) to make payment immediately due or (iii) to make the delivery of the products ordered but not yet delivered conditional upon their prior payment.

7. Warranty

7.1       Implantica Trading Ltd warrants that its products have been certified and approved, respectively, by the competent authorities. Other warranties are excluded.

7.2       The products delivered must be inspected by the Customer for completeness and freedom from defects immediately upon receipt, but in any event no later than within 5 business days. Complaints must be made immediately in writing, indicating the delivery note and invoice number, failing which the product shall be deemed to have been approved.

7.3       Any warranty claim shall lapse if the Customer modifies the product or uses the product contrary to the instructions for use provided by Implantica Trading Ltd.

7.4       In the event of any defects, Implantica Trading Ltd shall, at its option, provide a replacement delivery or remedy the defect. Further claims, particularly damages, are excluded.

7.5       Implantica Trading Ltd is entitled to recall delivered products or cancel deliveries of ordered products if production errors or other defects become known that prevent the safe use of the products. In such a case, Implantica Trading Ltd shall, at its option, either refund any purchase price already paid to the Customer without being obliged to make additional delivery, or deliver substitute products. There shall be no further claims on the part of the Customer.

8. Warranty period

8.1       The warranty shall expire one year after delivery to the Customer.

8.2       If repairs were carried out by Implantica Trading Ltd, the warranty period for these repairs shall be 6 months after the repair has been carried out.

8.3       The Customer must provide proof that the warranty period has not expired by means of the delivery note or invoice.

9. Liability

9.1       Apart from the warranty rights pursuant to section 7.4, Implantica Trading Ltd shall be liable only for losses suffered by the Customer as a result of the intentional or grossly negligent conduct of Implantica Trading Ltd. Any further liability shall be excluded to the extent permitted by law.

10. Intellectual property

10.1     All intellectual property rights associated with the products (patents, trademarks and other rights) shall remain the exclusive property of Implantica Trading Ltd.

10.2.    In particular, the Customer is only permitted to advertise using the name of Implantica Trading Ltd or other affiliates, the name of the product or pictures of the product, with the written consent of Implantica Trading Ltd.

11. Data protection

11.1.    Personal data for the collection and processing of the Customer request shall be handled by Implantica Trading Ltd with due regard for data protection. Further information can be found in the Implantica Privacy Policy at https://www.implantica.com/about-implantica/legal-notices/data-privacy/.

12. Confidentiality

12.1     Implantica Trading Ltd and the Customer undertake not to disclose to third parties any non-public information regarding the contractual terms and conditions (including prices and discounts) as well as business and trade secrets that they become aware of when processing product orders.

13. Undesirable effects and events

13.1     Please contact the Regulatory Affairs Department of Implantica Trading Ltd at [email protected] to report adverse events and incidents as well as product defects.

14. Place of performance/place of jurisdiction/applicable law

14.1     The place of performance is the place of delivery of the goods. The place of performance for payment is CH-6300 Zug, Switzerland.

14.2     The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be CH-6300 Zug, Switzerland.

14.3     Substantive Swiss law shall govern the legal relationship between the Parties, excluding the applicability of the United Nations Vienna Convention on Contracts for the International Sales of Goods.

15. Final provisions

15.1     Amendments and supplements to these General Terms and Conditions of Sale and Delivery as well as any waiver of the written form requirement must be made in writing.

15.2     Implantica Trading Ltd reserves the right to amend the General Terms and Conditions at any time. For each purchase order, the version as amended from time to time at the time of conclusion of the contract shall apply. The latest and binding version of the General Terms and Conditions will be published on https://www.implantica.com/about-implantica/legal-notices/t-and-c/

15.3     Should individual provisions of these terms and conditions become legally invalid or unenforceable in whole or in part, this shall be without prejudice to the remaining provisions. The Parties undertake to replace an invalid or unenforceable provision with such an effective or enforceable provision that most closely approximates the economic purpose of the invalid or unenforceable provision. The same applies in the event of a contractual gap.