General Terms and Conditions of Business and Delivery (hereinafter referred to as “GTC”) of SDS Swiss Dental Solutions AG with registered office in Kreuzlingen/TG (hereinafter referred to as “SDS”)

1. Validity / contractual partner

SDS provides its products and services only to business customers (regardless of their legal form) or public corporations and enters into a relationship with them exclusively on the basis of the present GTC. SDS shall not accept any other contractual terms and conditions originating from customers, even if these can be assumed to be known. 
SDS may only enter into a relationship with consumers as a reseller of food supplements and non-medical products from third-party manufacturers, and on the basis of the present GTC.

2. Quotes and conclusion of contracts / right of modification / reservation of all rights

a) Any quotes submitted by SDS, whether via the website www.swissdentalsolutions.com or in catalogue form, by telephone or via any other medium, are non-binding. SDS expressly reserves the right to modify the quality, design, function and materials used in products manufactured or distributed by SDS at any time.
b) Orders made via the website www.swissdentalsolutions.com may only be placed by registered professionals (dentists, dental technicians, etc.) using a non-transferable login and password. SDS reserves the right to block or delete this access in the event of misuse or late payment.
c) A contract (including ancillary agreements) between SDS and the customer is only concluded upon written confirmation of the customer's order or the fulfilment of the order by SDS. Customer orders (whether by telephone, in writing or via the website) are binding. Changes to orders of any kind are only valid if they have been confirmed in writing by SDS.
d) SDS expressly reserves all rights to all documents provided to customers (quotes, training documents, calculations, sketches, documentation material, images, etc.) and their contents. With the purchase of an SDS product, no intellectual property or licence or rights of use are transferred to the customer in any form whatsoever. SDS remains the exclusive owner of these rights.

3. Delivery / dispatch / transfer of risk / default of acceptance

a) Partial deliveries and the invoicing of partial deliveries by SDS are always permitted.
b) Delivery dates are only binding once confirmed in writing by SDS. If a delivery period has been confirmed in writing, it will commence on the day following the written order and delivery date confirmation by SDS. The delivery deadline is met if the delivery has been handed over to the carrier by the agreed date. At this point in time, the risk of accidental loss and accidental deterioration of the products passes to the customer.
c) If the customer does explicitly choose a particular type of dispatch when placing the order, SDS shall choose the type of dispatch and the carrier. In any case, the dispatch (and also any customs duties, levies, insurance costs and taxes) is at the customer's expense and – from the time the products (including partial deliveries) are handed over to the carrier – at the customer's risk. The customer may only assert claims for damages resulting from transport against the forwarding agent.
d) If SDS is in default of delivery, the purchaser shall be entitled to demand delivery by means of a written reminder to SDS or to withdraw from the contract after a reasonable grace period (at least 14 working days) has expired. Liability for any damage caused by delay is excluded (see section 6 below). 
e) Force majeure, operational disruptions, strikes, delivery delays or cancellations by SDS suppliers or other obstacles for which SDS is not responsible shall release SDS from its delivery obligation for the duration of the disruption and its effects. If SDS is already in default of delivery, the default shall not be extended by the occurrence of any of the aforementioned circumstances.
f) If the purchaser is in default of acceptance of the delivery items, SDS may withdraw from the contract and/or claim damages in lieu of performance after the fruitless expiry of a reasonable grace period set by SDS.

4. Payment

a) The prices quoted by SDS are in Swiss francs, euros or British pounds and apply – unless otherwise agreed in writing – ex works SDS (EXW, ex works, Incoterms 2010) plus statutory VAT, packaging and shipping costs as well as any additional charges, insurance costs and customs duties. Prices may be adjusted by SDS at any time. The price listed in the written order confirmation from SDS is binding.
b) SDS is entitled to demand immediate advance payment of the invoice amount at any time and without stating a reason. Otherwise, the invoice amount is due without deduction within 30 days of the invoice date and must be paid in the specified amount to the account provided by SDS.

5. Product inspection / notification of defects / material warranty

a) The customer must inspect the products received for defects without delay. Only products that deviate significantly from the specifications in the catalogue or in the offer at the time of the transfer of risk shall be deemed to be defective. There are no warranty rights for defects that arise because of improper or careless use or handling. If no written notice of defects (date of postmark) is sent to SDS within 5 working days of the delivery date, the product is deemed to have been accepted. Hidden defects discovered later must be reported to SDS within 5 working days of discovery (date of postmark).
b) SDS excludes any liability or warranty for third-party products resold by SDS. In the event of a defect, the claims for defects against the third-party manufacturer – if any – shall be ceded to the customer. The customer may only assert claims against the third-party manufacturer. This applies in particular to all orders placed by consumers.
c) In general, SDS is only liable for damages resulting from defective delivery within the scope of the subsequent section 6.
d) In the event of a case of material warranty, SDS may offer the following alternative options at its own discretion:
i) elimination or rectification of the defect in the product by SDS or a third party commissioned by SDS (right of rectification);
ii) replacement of the defective product by SDS, after its return by the customer to SDS. The incurred transport costs (from the customer's domicile to SDS and back as per order details) shall be borne by SDS in both cases.
e) If SDS is unable to rectify or eliminate the defect or supply a replacement within two months of delivery of the defective product, or if SDS is unable to rectify the defect/provide a replacement, the customer shall be entitled to a price reduction or allowed to withdraw from the contract. Further warranty claims are excluded. Claims for damages are also excluded (see section 6 below).
f) The limitation period for any claims for material defects – unless these are excluded in accordance with section 5 b. above – is six months from the transfer of risk.

6. Right of return

a) Provided that the products and their original packaging are undamaged:
- right of return for returns with exchange form: three months from date of invoice without deductions against credit note.
- after three months, the products can be exchanged for an equivalent product up to 12 months before the expiry date, up to a maximum of five years after purchase.
- After this period, there shall be no right of return or exchange.
c) Customised medical products and special designs (e.g. SDSBOX) are excluded from the right of return.

7. Liability

a) The liability of SDS or its bodies is limited to cases of intentional or grossly negligent misconduct. Liability for slight negligence is excluded (Art. 100 para. 1 CO).
b) Liability for loss of profit, indirect damage, consequential damage, special damage and all other types of damage is expressly excluded in all cases.
c) Liability for auxiliary persons, employees and representatives (Art. 101 CO) is excluded.
d) The exclusion or limitation of liability applies in relation to contractual and non-contractual liability.
e) The above exclusions of liability do not apply in accordance with statutory provisions in the event of fraudulent concealment of defects. Likewise, the limitation does not apply to liability for claims based on the Product Liability Act or for bodily injury.

8. Product traceability

a) The customer shall immediately and comprehensively inform SDS in writing of all events that constitute an incident under applicable medical legislation involving a product manufactured by SDS. In such cases, the customer shall support SDS and other parties involved to the best of its ability.
b) The customer shall establish and maintain a traceability system. This system will permit to trace back each product manufactured by SDS to the end customer/patient. Consequently, the customer shall pass on to its customer the LOT number assigned by SDS to the respective product. The customer shall inform SDS immediately upon request at any time of the nature, scope and duration of the traceability system in place.

9. Continuous training courses

a) Registration for continuous training courses must be made in writing via online registration, e-mail or fax. By registering, the participant accepts SDS’ terms and conditions.
b) Once SDS has received a registration, it shall be binding for the participant. The participant will receive a confirmation of registration and the invoice by e-mail within 3–5 days. A registration shall only considered binding by SDS once payment has been received.
c) The stated course fee includes the applicable value added tax.
d) Invoices are sent out by e-mail. The invoice amount must be transferred to the specified account by the specified payment deadline (receipt by SDS) at the latest, stating the invoice, customer and debtor number.
e) Withdrawal and cancellation fees: Cancellation is free of charge up to 2 weeks before the first day of the event. Up to 7 days before the first day of the event, 20 per cent of the course fee is charged. From 7 days before the first day of the event, 50 per cent of the course fee is charged. From 2 days before the first day of the event, 100 per cent of the course fee is charged. In the event of non-attendance of the course, the course fee is forfeited without entitlement to a reduction or refund. The booked place can of course be transferred to a substitute participant.
f) If the event is underbooked or if the speaker cancels a continuous training courses at short notice, the participant will be informed at SDS’s earliest convenience. The participant is therefore requested to provide his/her private telephone number, e-mail address and ideally mobile phone number. SDS is not liable for any costs arising from the cancellation of a continuous training courses. Any invoice amount already paid will be refunded immediately.
g) The organisers expressly reserve the right to modify the programme schedule. SDS is also not liable for the content, organisation and other general conditions of a continuous training courses.
h) SDS takes video and photo recordings during congresses, workshops and continuous training courses. These are used, among other things, for reporting and for the advance announcement and marketing of future events in social networks, the press and in print products.
i) SDS reserves the right to use videos/photos taken at SDS sponsored events without the express written permission of those included in the videos/photos. SDS may use the video/photo in publications or other media material produced, used or contracted by SDS, including but not limited to: brochures, invitations, books, newspapers, magazines, television, websites, social media, etc. If a participant attending an SDS event does not notify SDS in writing that he/she does not want their photo/video to be used by SDS, he/she agrees to indemnify, defend and hold SDS harmless from any claims related to the use of their image or likeness.

10. Final provisions

a) The instructions of SDS regarding the processing or use of the products must be strictly adhered to by the customer. Otherwise, warranty claims will not be recognised.
b) Unless otherwise agreed in writing, the place of fulfilment is the registered office of SDS. 
c) The present GTC and the legal relationship between the customer and SDS is governed by Swiss substantive law to the exclusion of the Vienna UN Convention on Contracts for the International Sale of Goods of 1980 (CISG). 
d) The place of jurisdiction for all disputes between the customer and SDS will be at the registered office of SDS. However, SDS is at liberty to take legal action against customers at their registered office/place of business.

Version of: April 2024
SDS Swiss Dental Solutions AG, Kreuzlingen, Switzerland