General Terms and Conditions of Niveus Pharma GmbH
1. Scope of application
These General Terms and Conditions (“GTC”) apply to the entire business area of Niveus Pharma GmbH (hereinafter referred to as the “Company”). The purpose of the Company is to trade in drug products, medical devices and raw materials as well as products in the field of dietary supplements, nutrition, health care and cosmetics as well as the provision of related consulting services.
2. Orders, conclusion of contract
Orders are to be placed in writing, by e-mail to the Company’s order acceptance department. Orders are considered binding and can be canceled only with the consent of the Company.
The contract is concluded by the Company’s confirmation of the agreement concerning the purchase of products and/or services by the Customer.
The contract is concluded in any case when the Customer buys the products offered by the Company or uses services.
3. Prices
Subject to other offers, all prices are quoted in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT).
The prices are exclusive of delivery costs and any other possibly applicable costs and taxes.
The Company reserves the right to change prices at any time. The prices valid at the time the contract is concluded shall apply in accordance with the order confirmation.
4. Payment
The company offers the customer the following payment options: Bank transaction, Invoice, credit cards and prepayment.
The customer is obliged to pay the invoiced amount within 30 (thirty) days of the invoice date. If the invoice is not paid within the aforementioned payment period, the customer is automatically in default. Reminder charges and any further charges will be invoiced to the customer.
If the Company also offers products for purchase or other use via an online platform, it may also demand payment by electronic means as part of the ordering process (Bank transaction, credit cards, or other payment systems).
Offsetting the invoiced amount against any claim the customer may have against the company is not permitted.
In the case of a large order amount, the Company may demand a down payment or payment in advance from the Customer without stating any further reasons.
The Company shall have the right to refuse delivery or provision of services in the event of default in payment.
5. Delivery restrictions
The products from the Company can only be delivered to customers who have the appropriate authorization according to the regulations applicable to the product in question. The Company will verify the Customer’s eligibility and may request proof of eligibility if necessary. The Company reserves the right to refuse an order if the Customer does not have or can not prove the necessary authorization to obtain a product.
6. Obligations of the Company
6.1 Delivery / Delivery Dates
The Company does not guarantee that the products ordered by the Customer will be available in the desired quantity and at the desired time.
The delivery of the ordered products usually takes place within 1-5 working days after order confirmation by the Company. However, information about the delivery time is not binding, unless a delivery date has been explicitly promised as an exception. If a timely delivery is not possible, the customer will be informed by the company immediately and the new delivery date will be communicated. Claims for compensation due to delays in delivery and delivery shortages are excluded.
For products requiring refrigeration, the special delivery periods and acceptance obligations of the suppliers apply.
Unless otherwise agreed, the place of performance shall be the registered office of the Company. The Company fulfills by handing over the ordered products to the carrier chosen by the Company.
6.2 Export
The Company shall deliver the ordered products CPT (carriage paid to) with the carrier chosen by it in accordance with the legal provisions and guidelines. Benefit and risk shall pass to the customer upon delivery of the products at the customer’s destination airport.
6.3 Provision of services
Unless otherwise agreed, the Company shall fulfill its obligation by providing the agreed service.
Unless otherwise agreed, the place of performance shall be the registered office of the Company.
6.4 Auxiliary persons
The Company shall have the express right to call in assistants to perform its contractual obligations. It shall ensure that the auxiliary person is called in compliance with all mandatory statutory provisions and any collective labour agreements.
7. Obligations of the Customer
7.1. Precautions
The Customer is obliged to make all arrangements necessary for the provision of the delivery and service by the Company immediately. The customer has to make the arrangements at the agreed place at the agreed time and to the agreed extent. Depending on the circumstances, this may also include the provision of suitable information and documentation for the Company.
7.2 Inspection / Complaints
The Customer shall inspect each delivery immediately upon receipt and report any defects and deviations from the order to the Company in writing without delay and in any case no later than within five working days from receipt of the delivery. Defective products and incorrect deliveries shall be returned in accordance with the Company’s instructions, but within 30 days at the latest. If no complaint is made within this period, the products delivered shall be deemed to have been accepted. After the expiration of the thirty-day period for return, the Company will not accept any return.
The Company is ready to provide replacements or refund payments already made for defective products and wrong deliveries (wrong products or wrong quantity) if notified in time, provided that the wrong or too much delivered products are returned in perfect condition and in their original packaging, i.e. neither soiled, damaged nor opened.
The customer has to bear the costs for the return.
Otherwise, returns are governed by the provisions of the law.
7.3 Prohibition of alteration
The delivered products may only be handed over and resold in their original packaging and unchanged. The customer is not entitled to make any changes to the products.
7.4 Storage
The customer undertakes to store the products in accordance with the regulations. Products that are not stored in accordance with the regulations or that have expired may not be sold or resold.
8. Transfer of benefit and risk
Benefit and risk shall pass to the customer upon delivery of the products to the customer or at the time of the customer’s default in acceptance.
In the case of export transactions, the benefit and risk shall pass to the customer upon delivery of the products at the customer’s destination airport.
9. Returns
The Customer shall inspect each delivery immediately upon receipt and shall notify the Company in writing of any defects and deviations from the order without delay and in any case no later than within five working days from receipt of the delivery. Defective products and incorrect deliveries shall be returned in accordance with the Company’s instructions, but within 30 days at the latest. If no complaint is made within this period, the products delivered shall be deemed to have been accepted. After the expiration of the thirty-day period for return, the Company will not accept any return.
The Company is ready to provide replacements or refund payments already made for defective products and wrong deliveries (wrong products or wrong quantity) if notified in time, provided that the wrong or too much delivered products are returned in perfect condition and in their original packaging, i.e. neither soiled, damaged nor opened.
The customer has to bear the costs for the return.
Otherwise, returns are governed by the provisions of the law.
10. Withdrawal from the contract
Both parties may not withdraw from the contract after conclusion of the contract. If the customer withdraws after conclusion of the contract, the contractually agreed sum will be invoiced to him in full. Deviations from this regulation can be found in the offer or order confirmation.
If the timely fulfilment by the Company is impossible due to delay or withdrawal from the contract by an auxiliary person, the Company shall provide replacement within a reasonable period of time.
Claims for compensation due to delays in delivery and delivery shortages are excluded.
11. Warranty
The statutory warranty provisions apply.
The Company warrants the above for a maximum period of 24 (twenty-four) months.
Any defect must be reported to the Company immediately. The company is entitled to decide whether the defective product is to be repaired or replaced. Only if a replacement or repair is not possible, the customer is entitled to a reduction or refund of the purchase price. The claim for reimbursement of costs for external repairs is excluded. During the time of the repair the customer has no claim to a replacement product. The warranty for the repaired element begins anew, for the remaining elements of the product the original warranty period continues.
The Company warrants that the agreed services will be performed in the quality customary in the industry.
12. Liability
The liability for any indirect damages and consequential damages is completely excluded by the company.
The liability for direct damages is limited to the sales price of the product / service. This limitation of liability does not apply to direct damages caused by gross negligence or intent.
The customer is obliged to report any damage to the company immediately.
Any liability for auxiliary persons is completely excluded.
For damages caused by the customer, directly or indirectly as well as for consequential damages and damages caused by gross negligence or intent, the customer is fully liable.
13. Intellectual property rights
The company is entitled to all rights to the products, services and possible trademarks or is entitled to their use by the owner.
Neither these General Terms and Conditions nor the associated individual agreements contain the transfer of any intellectual property rights, unless this is explicitly mentioned.
In addition, any further use, publication and making accessible of information, images, texts or other material received by the customer in connection with these provisions is prohibited, unless explicitly approved by the Company.
If the customer uses in connection with the company contents, texts or pictorial material to which third parties have a property right, the customer must ensure that no property rights of third parties are violated.
14. Prohibition of enticement and employment
Without the express written consent of the Company, the Customer may not entice away or hire its employees or other assistants, either at its own expense or at the expense of a third party. Even after termination of the contractual relationship, the Customer shall not be permitted to employ employees or other auxiliary persons of the Company in any way, directly or indirectly. This prohibition shall apply until one year after termination of the contractual relationship and shall be limited to the area of activity of the respective employee or auxiliary.
15. Data protection
The company will process and use the data collected within the framework of the conclusion of the contract only for the purpose of fulfilling the obligations arising from the contract and will otherwise (as far as legally possible) undertake to maintain absolute secrecy. The company takes the measures necessary to secure the data in accordance with the statutory provisions. The customer agrees to the storage and contractual use of his data by the company in full and is aware that the company is obliged by order of courts or authorities and is entitled to disclose information from the customer to these or third parties. If the customer has not expressly prohibited it, the Company may use the data for marketing purposes. The data necessary for the performance of the service may also be passed on to commissioned service partners or other third parties.
Furthermore, the statutory data protection provisions shall apply.
16. Changes
These terms and conditions may be changed by the Company at any time.
The new version shall become effective upon publication on the website (www.niveuspharma.ch) by the Company. The version of the General Terms and Conditions which is in force at the time of the conclusion of the contract shall apply to the customers. Unless the customer has agreed to a newer version of the GTC.
17. Priority
These GTC take precedence over all older provisions and contracts. Only provisions from individual contracts which still specify the provisions of these GTC shall take precedence over these GTC.
18. Severability clause
Should a provision of this contract or a supplement to this contract be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall replace the invalid provision by a valid provision which comes as close as possible to the intended economic purpose of the invalid provision. The same shall also apply to any gaps in the contract.
19. Confidentiality
Both parties and their assistants undertake to treat all information submitted or appropriated in connection with the services as strictly confidential. This obligation shall remain in force even after termination of the contract.
20. Force majeure
If timely performance by the Company, its suppliers or third parties involved becomes impossible due to force majeure such as natural disasters, earthquakes, volcanic eruptions, avalanches, thunderstorms, storms, wars, riots, civil wars, revolutions and insurrections, terrorism, sabotage, strikes, nuclear accidents or reactor damage, the Company shall be released from its obligations during the period of force majeure and a reasonable start-up period after its end. If the force majeure lasts longer than 30 (thirty) days, the Company may withdraw from the contract. The Company shall reimburse the Customer in full for any remuneration already paid.
Any further claims, in particular claims for damages due to vis major, are excluded.
21. Applicable law / place of jurisdiction
These GTC are subject to Swiss law. As far as no mandatory legal regulations take precedence, the court at the seat of the company is responsible. The company is free to bring an action at the defendant’s domicile. The United Nations Convention on Contracts for the International Sale of Goods (UNSCR 0.221.211.1) is explicitly excluded.