1. Scope
The Standard Terms and Conditions set forth below regulate the contractual relationship between Arnold Bott AG (hereinafter referred to as “Arnold Bott”) and its customers.
Terms or conditions that differ from these STCs are only binding if Arnold Bott has acknowledged them expressly and in writing.
By concluding a contract (e.g., by transmitting an order through any type of channel), the customer expressly accepts Arnold Bott’s terms and conditions as an integral component of the contract. Therefore, the STCs published on the website www.arnoldbottag.ch at the time of ordering are binding on the legal relationships between Arnold Bott and its customer, and these STCs take precedence over all contrary provisions of the customer.
Even multiple divergent oral or written agreements in the past shall not lead to lapse or amendment of these STCs for future transactions.
2. Arnold Bott Services Overview
Arnold Bott is a service company for all health care facility needs and engages in wholesale trade in products primarily from the healthcare market.
Arnold Bott’s products, logistics services and other services are described informatively in brochures, flyers, catalogs, and on the website (www.arnoldbottag.ch) and may be changed by Arnold Bott at any time.
Arnold Bott guarantees to its customers provision of the agreed upon services with due care and in accordance with the contract.
2.1 Sales Models
“Warehouse shipments” are orders for delivery of products that are in Arnold Bott’s warehouse. The following types of deliveries are differentiated:
- Delivery to the customer by Arnold Bott
- Delivery by third parties
- Express deliveries
- Customer picks up the products at Arnold Bott
“Procurement orders” are orders for procurement of products that are not in Arnold Bott’s warehouse.
“Direct deliveries” are orders that are handled by the supplier/manufacturer directly to the customer, but where Arnold Bott carries out the invoicing.
2.2 Services
“Services” are services that Arnold Bott provides for its customers at the terms and conditions applicable at any time.
3. Delivery Service
3.1 General Delivery Periods
Deliveries shall be made exclusively within Switzerland and the Principality of Liechtenstein.
The type of delivery shall be selected at Arnold Bott’s option, taking into account the customer’s wishes.
Insofar as delivery by the Arnold Bott Delivery Service was selected for the ordered products and/or services, they will normally be delivered with the next available delivery run. If a product and/or a service is not available at the time of ordering, the customer will be informed to the extent possible.
Arnold Bott may make partial deliveries.
Missing the delivery date or making partial deliveries does not entitle the customer either to withdrawal from the contract or damages or other benefits (e.g., contractual penalties).
Additional delivery time must be expected in case of procurement items, medical technology products, and furniture
3.2 Delivery Periods for Medical Technology Products
For delivery of medical technology products, only deadlines guaranteed in writing are binding. Additional delivery time must be expected. These deadlines will shift, in particular:
- When the customer does not provide information in a timely manner that Arnold Bott needs to carry out the order, or when the customer subsequently changes the information;
- When the customer is delayed in carrying out work that it must perform or is in arrears in performing its contractual obligations, particularly when the customer does not comply with the payment terms;
- When obstacles arise that are beyond Arnold Bott’s responsibility, such as natural phenomena, mobilization, war, riot, epidemics, accidents and illness, significant interruption of operations, labor disputes, delayed or incorrect deliveries, and measures by government authorities.
3.3 Reservation of Title
The delivered products remain the property of Arnold Bott until payment is complete and are not permitted to be sold or pledged until this time. Arnold Bott is entitled to have its reservation of title recorded in the relevant reservation of title registry. The customer is obligated to cooperate in measures to protect Arnold Bott’s property.
3.4 Delivery Note
The customer will receive a product delivery note with each delivery that provides information on the delivered goods and the quantity.
3.5 Delivery Acceptance
The customer shall check delivered products and/or services immediately after receipt for their completeness and any defects (see also 4.1).
3.6 Batch and Expiration Dates, Product Characteristics
Insofar as Arnold Bott provides the customer with batch and expiration dates, Arnold Bott assumes no liability whatsoever for the completeness and correctness of this information. In all cases, the specific information from the manufacturer on the individual package shall be exclusively decisive.
Likewise, no liability whatsoever is assumed for the completeness and correctness of any product characteristics provided.
In all cases, the manufacturer’s specific information shall be decisive (in the package insert, for instance, or in the operating manual).
3.7 Expiration During Customer Absence
In case of a pending delivery, the customer shall proactively communicate when it cannot accept the goods due to absence. In case of customer absence at the time of delivery, Arnold Bott can in no case be held responsible for improper storage of the product. In such a case, the customer expressly bears the risk of product expiration (the goods are considered accepted).
4. Complaints/Returns
4.1 Complaints
Complaints must be made to Arnold Bott in writing within 5 days after receipt of the goods. When this period has passed unused, the goods shall be considered accepted.
4.2 Returns
By special written arrangement, customers may return delivered surgical instruments, medical devices, and consumable materials to Arnold Bott within 30 days, specifying the reasons, insofar as the goods are in their original packaging in perfect and resalable condition. Arnold Bott shall decide at its own discretion on the definitive take-back. If the decision is positive, the customer will be issued a merchandise credit for the returned goods. Payment in cash is excluded. The customer shall pay the costs for returning the goods.
Procurement orders as well as devices and furniture may not be taken back. Taking back cooled products or sterile products is not possible for reasons of quality and safety.
Credits are excluded in such cases.
Arnold Bott is entitled to define an individual return policy for specific items at any time.
4.3 Disposal
For disposal of medical devices, Arnold Bott charges the customary fees of the recognized disposal companies.
5. Ordering System and Price System
5.1 Ordering System
Orders can be placed with Arnold Bott either by telephone or in writing (letter, e-mail, or fax).
Arnold Bott has no obligation to accept orders on a case-by-case basis. Arnold Bott can reject customers and orders at any time without providing justification.
5.2 Price Setting
All prices are understood to be in Swiss francs exclusive of value-added tax and additional compulsory payments as well as without any deductions.
Invoicing occurs at the prices current at the time of ordering. The customer can request current prices from Arnold Bott at any time. Published catalogs, flyers, and other products (print, Internet, etc.) are for information purposes and do not represent any binding offers. If prices must be specified with value-added tax in individual cases, this will be specially indicated.
Construction measures (e.g., connections for water, electricity, installation work, structural modifications, etc.) with regard to medical technology products are not included in the prices and must be ordered by the customer on site. No deductions from invoiced amounts are permitted to be made unless something different was explicitly agreed upon in writing. Unjustified deductions will be demanded in addition.
5.3 Delivery Costs
The delivery costs are not included in the prices and may be invoiced in addition.
For shipments under CHF 200.00 in net value of the goods, the customer will be charged a flat rate of CHF 15.00. For net values of goods less than CHF 50.00, we additionally charge a small quantity surcharge of CHF 10.00.
In case of ex-works deliveries (“direct deliveries”), the delivery costs will be charged regardless of the order value.
Delivery costs for furniture will be passed on based on cost.
If an order is subdivided into multiple shipments by Arnold Bott for technical or logistical reasons (e.g., as a result of back-orders), Arnold Bott will only charge the shipping costs once.
Arnold Bott retains the right to ship goods for cash on delivery or for advance payment.
5.4 Price Changes
Arnold Bott can change its prices and terms for products and services at any time and without prior notice.
5.5 Cancellation
Canceling orders requires Arnold Bott’s written consent. Costs that have accrued in connection with the order will be invoiced to the customer.
6. Invoicing System and Payment System
6.1 Invoicing
Arnold Bott prepares invoices for all delivered products as well as the provided services at least once per month unless there is a different written agreement with the customer.
The customer can assert justified objections to the invoice within 10 days If the customer fails to do so, the invoice shall be considered accepted. Upon termination of the contract, all outstanding amounts and those not yet already due shall be due and payable immediately.
6.2 Terms of Payment
The invoiced amounts shall be paid within the specified payment periods. In case of delayed payment, interest on arrears of 5% per annum may be invoiced.
Arnold Bott charges CHF 10.00 plus shipping costs for each dunning notice to partially cover its dunning and collection costs.
By placing an order, the customer expressly accepts Arnold Bott’s pricing and agrees to settle the issued invoices with any additional costs (delivery costs, for example) in full within the payment period.
6.3 Consequences of Delayed Payment
If the customer has neither paid the invoice nor raised justified objections to it in writing by the due date, Arnold Bott can interrupt provision of all services immediately without further notice pursuant to No. 5.1 and/or demand return of goods already delivered, take additional steps to avert increasing damage, demand collateral such as bank guarantees or debtor assignments, reject orders from the customer, and/or dissolve the contract without notice and without compensation.
The customer shall bear all costs accruing to Arnold Bott due to the default of payment, being specifically administrative fees and dunning charges, interest on arrears, attorney fees and court costs.
In case of default of payment, Arnold Bott is entitled to have collections carried out by a third party at the customer’s expense.
6.4 Exclusion of Offsetting
The customer cannot offset counterclaims against claims by Arnold Bott without Arnold Bott’s written consent. In addition, notifications of defects or counterclaims do not grant entitlement to postponement or reduction in payment. Likewise, warranty retentions are not permitted.
7. Liability / Transfer of Benefits and Risks
7.1 Liability
Arnold Bott shall only be liable for damages accruing to the customer due to intentional or grossly negligent behavior by Arnold Bott.
In all cases, the liability is limited to reimbursement of the direct damages to a maximum amount of the customer’s payments arising from the corresponding contract.
All further liability (particularly indirect damages, consequential damages, lost output, and lost profit) is expressly excluded.
7.2 Transfer of Benefits and Risks
If the delivery is made by an external transportation company, use and risk transfer to the customer upon delivery to the external company.
If Arnold Bott delivers the products and/or services using its own delivery service or a delivery service in which Arnold Bott is invested, the use and risk shall transfer to the customer upon delivery to the customer.
8. Warranty for Technical Products
The existence, term, and content of the warranty for technical products (e.g., medical technology products) shall be governed exclusively by Arnold Bott’s warranty regulations unless a different agreement was expressly made.
Where Arnold Bott makes no other written statement, the warranty period is 1 year.
Further warranty claims are excluded, particularly also for consequential harm caused by a defect.
Damages shall be excluded from the warranty in all cases where they are attributable to natural wear and tear, improper use, and deficient or incorrect maintenance, and/or if the customer or third parties carry out incorrect procedures, modifications, or repairs, or if the customer does not inform Arnold Bott without delay when defects occur.
Warranty claims are likewise excluded if the products were not stored and handled according to manufacturer information.
Arnold Bott is particularly not liable for defects arising due to improper use (for example, use of consumable materials or expendable parts not compliant with Arnold Bott or not recommended and/or obtained from Arnold Bott
The warranty period begins when the delivery arrives at the agreed upon location. In the case of installation services, the warranty period begins at the time when a majority of the functionality of a system or product has been established.
Consumable materials (e.g., reagents) and expendable parts are excluded from the warranty.
9. Data Protection and Confidentiality
The customer consents to Arnold Bott collecting, storing, and processing data in connection with its business activity, and using it for marketing purposes.
Arnold Bott will only forward non-anonymized statistical data to third parties without the customer’s consent when this is required for processing contracts between the customer and the affected third party or when Arnold Bott is obligated to do so based on applicable law.
Information that Arnold Bott provides to the customer for the purpose of performing the contract is not permitted to be used for other customer purposes or made accessible to third parties.
10. Public Health Regulations
Specific Arnold Bott products are only permitted to be delivered to customers who hold a corresponding practice license, operating license, professional license, or another government license. The dispensing authorities and thus also the purchase of products are regulated using national and cantonal regulations.
Arnold Bott checks whether the necessary licenses are in place or inquires of the government agency when commencing the business relationship. The customer shall inform Arnold Bott without undue delay about any circumstance that impairs the customer’s practice license or operating license.
Each customer is itself responsible for complying with the requirements imposed on it for the delivery or use of the products it orders. Arnold Bott assumes no liability for this.
11. Safety-Related Checking of Medical Technology Products and Intended Use
11.1 Safety-Related Checking of Medical Technology Products
The customer bears sole responsibility for the duties arising in connection with the use of medical technology products according to the relevant laws and regulations (cf. inter alia maintenance, reporting of serious incidents, reprocessing and modification, etc.). Those cases in which Arnold Bott has contractually agreed to carry out maintenance and preventive maintenance shall remain excluded.
11.2 Intended Use
The products (specifically reagents) are intended exclusively for use at the customer’s location. The customer agrees not to provide products (specifically reagents) to third parties based on regulatory obligations (for example, compliance with the cold chain, traceability, and others) unless a written agreement with Arnold Bott is in place (in the case of a reseller).
12. Amendments of the Standard Terms and Conditions
Arnold Bott retains the right to amend the Standard Terms and Conditions at any time.
13. Severability Clause
If any provision of these STCs turns out to be invalid in whole or in part, the parties to the contract will replace this provision with a new agreement approximating its legal and economic purpose as closely as possible.
The other articles shall remain unaffected thereby.
14. Jurisdiction and Applicable Law
All legal relationships between Arnold Bott and the customer shall be exclusively subject to Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.
The courts of the place of Arnold Bott’s registered offices shall have exclusive jurisdiction and venue.
For customers with their domicile or registered offices abroad, Arnold Bott’s registered offices shall also be considered the place of enforcement. Arnold Bott reserves the right to also bring actions before the court of the customer’s domicile or registered offices and any other competent court.
Arnold Bott AG
Industriestrasse 59
8152 Glattbrugg
www.arnoldbottag.ch
31.01.2022
