General Terms and Conditions of Contract for H.P. Braem AG

The current General Terms and Conditions for Business and Deliveries (hereinafter referred to as “GTC”) govern the contractual relationship between H.P. Braem AG (hereinafter “Braem”) and its customers.
The customer acknowledges the validity of the GTC with every placement of an order or any other contractual agreement with Braem. Amendments or additions to the GTC are only valid if they are agreed upon in written form (in writing, by fax, e-mail, etc., hereinafter “written”).
Braem reserves the right to change the GTC at any time. The GTC stated at the time of the order shall be decisive for the legal relationship between Braem and the customer.

The product prices stated by Braem are net prices. Any value-added tax, packaging and dispatch charges are not included in the price and will be invoiced separately.
Deviations from an offer made by Braem or other special agreements shall only be valid if confirmed by Braem in writing.

Terms of payment
The invoice amounts shall be payable, in the currency as stated on the invoice, within 30 days from the date of the invoice without any deduction, unless other payment conditions are stated on the invoice or agreed in writing. After expiry of the deadline for payment, interest on arrears will be 5% p.a..
Braem charges CHF 10 for each reminder plus shipping costs for partial coverage of your reminder and collection charges.

The delivered goods remain the property of Braem until payment has been received in full. Braem reserves the right to register the reservation of property rights.

Terms of delivery
Braem supplies all products based on the delivery periods specified in the contractual terms, unless otherwise specified. In exceptional cases, if this is not possible, the customer will receive the goods from Braem as soon as the products are available. Exceeding the delivery date does not entitle the customer to withdraw from the order.
Braem reserves the right to make changes to product prices in its catalogues and price lists, as well as for maintenance or services.
Braem shall decide on the the shipping method, unless otherwise regulated. A flat fee will be charged to the customer for postage and packaging for shipments. These shipments are insured against all transport risks up to CHF 20,000.
Braem will only charge the shipping costs once if an order is divided into several shipments for technical or logistical reasons (for example backlog).

Instructions for use and cleaning
The customer is responsible for ensuring that the instructions for use enclosed with the product and any cleaning instructions are followed, resp. is forwarded to the corresponding end customer.

The customer is responsible for obtaining all export/import licenses, permits required for import into the customer’s or end user’s country.
Deliveries of products are made exclusively to specialist dealers and medical professionals (doctors/clinics) in countries where the CE certificate is valid or other official authorization has been granted.
Shipments to countries where an authorization deviating from the CE mark is required are subject to prior investigation by Braem. Braem reserves the right to reject deliveries to countries where no official authorization has been granted without further justification.

The customer shall operate, during the lifecycle of the product and thereafter, a system that secures traceability of all Braem Products sold by Distributor or any of its Affiliates.

The customer shall document and notify Braem of any complaint of end-users or health care providers concerning the safety and efficacy of the Products. Documentation shall include Product model and serial or lot number, Customer contact information and available details about the nature of the complaint. Customer shall forward any report of significant bodily injury or death resulting from use of Products as soon as possible but at latest within two (2) working days and any other complaint within four (4) working days to Braem.
In addition, the customer is responsible for ensuring that the affected product is returned to Braem for investigation as soon as possible and that additional damage is avoided.

The customer is under the obligation to examine the goods immediately upon receipt and to report any defects in writing within 7 calendar days of receipt.
The goods are deemed to be approved once this period has expired.
Braem provides a guarantee based on the instructions in the user manual (usually 12 months or number of applications) for any defects in the delivered products, as long as the defects can be shown to be due to substandard material, faulty fabrication or packaging.

However, based on your preference, Braem’s liability is limited to the replacement or repair of defective items or to the payment of the invoice value of the non-replaced items.
Any further liability is rejected, namely, for direct or indirect damages (including profit loss and claims of third parties) which is directly or indirectly caused by the delivered items themselves, their use or their deficiency. Modifications or repair work that have not been carried out by Braem, as well as non-compliance with operating conditions, shall abrogate the warranty liability.
Braem’s liability for damages – irrespective of the legal basis, in particular for breach of duty arising from contractual obligations or unauthorized action, especially for claims arising from producer liability – is excluded, unless claims are expressly granted in these conditions or on the part of Braem. This provision does not apply to claims pursuant to the Product Liability Act, in cases of intent and gross negligence. The same shall apply in the case of initial inability or impossibility of representation. Insofar as the liability of Braem is excluded or limited, this also applies to the personal liability of the employees, workers, personnel and representatives of Braem.

By special agreement, customers can return items that have been delivered to Braem within 10 days, stating the reason for return, provided that the goods are in their original packaging, in perfect condition and resalable.
Braem shall decide on the definitive return at its sole discretion. In the case of a positive decision, a goods voucher will be issued to the customer for the returned goods. The cost of returning the goods is borne by the customer.
A return of sterile products is not possible for quality and safety reasons.
Braem charges the standard fee levied by disposal companies in the sector for the disposal of medical devices.
When returning clinically used medical devices, proof of cleaning, disinfection and sterilisation is required in accordance with ADR (European Agreement on the International Carriage of Dangerous Goods). The form available on, or a comparable proof, should be used for this purpose. In the absence of proof, transport in compliance with ADR 2017 Chapter 4.1 is expected and any costs for subsequent reprocessing will be invoiced.

The limitation of the claims between the customer and Braem shall be governed by the statutory limitation period.
This does not apply to claims for unauthorized action that are not derived from the defectiveness of the delivery item or the service.

Applicable law
All legal relationships between Braem and the customer are exclusively subject to Swiss law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Purchasing Convention). The legal domicile and place of performance is at the headquarters of Braem (St. Gallen, CH). For customers domiciled abroad, the place of performance shall also be deemed to be the place of prosecution. Braem reserves the right to prosecute the customer at the court of its registered office or at any other competent court.

Bronschhofen, December 10th 2019