General terms and conditions of business (GTC)
INNOVAL Pharma AG
Alter Postplatz 2
CH-6370 Stans
For legal matters and for the interpretation of the GTC, the German version of the current version of the GTC is exclusively authoritative.
§1 Validity of the conditions
The offers, deliveries, services and invoices of INNOVAL PHARMA AG, hereinafter referred to as IPAG, are made exclusively on the basis of these General Terms and Conditions, hereinafter referred to as GTC. The GTC do not have to be agreed again when ordering / providing services. With the order of the goods or services, the GTC are considered accepted and not contested in any point.
Own or general terms and conditions of business of legal or private persons, hereinafter referred to as customers, are not and will not be recognized by IPAG, they will not become part of a purchase of goods and/or services / purchase contract with IPAG and are in any case ineffective. The customer expressly agrees to this.
Deviations from these GTC are only effective if IPAG confirms them contractually in writing with two currently valid signatures of the management.
The GTC can be viewed online at any time at www.innoval.ch.
§2 Offer and conclusion of contract
Public offers made by IPAG such as flyers, advertisements, price lists etc. are subject to change and non-binding. Printed representations of products and/or services and/or the presentation of such in online stores of IPAG or on other online facilities do not constitute legally binding offers, but are merely a non-binding catalog advertisement.
By placing a written order by e-mail and / or letter and / or by clicking on the "Order now" / "Order" button, the customer places a legally binding order for the items and / or services specified or a legally binding online order for the items in the shopping cart (goods and / or services), recognizing these GTC.
IPAG may confirm customer orders by sending an order confirmation, hereinafter referred to as AB, or accept them by delivering the goods within a practically applicable delivery period from receipt of the order (contract acceptance). The contract thus concluded is stored electronically by IPAG.
Customers shall receive a representation of the contents of the contract either within the framework of an AB in text form by e-mail or in printed form by letter. In addition, the delivery of the goods is accompanied by a delivery bill, hereinafter referred to as LS, with the presentation of the contents of the delivery.
§3 Prices, terms of payment
The prices stated in the GTC shall apply. These are fixed for goods in stock at the time of the order. In the event of delivery bottlenecks and domestic and foreign orders, the current prices of the relevant items and/or services on the day of the order shall apply. Prices are inclusive of VAT and exclusive of transportation costs. Deliveries can be made free of transportation costs if the quantity of goods to be delivered is agreed in writing. This must in any case be confirmed in writing by IPAG to the customer as exempt from transportation costs.
If a customer exceeds its credit limit by placing an order, IPAG may at any time demand full advance payment or partial advance payment. If a customer fails to make the advance payment of any nature required by IPAG, or makes it only in part, IPAG is completely released from any delivery of the goods or provision of the services and from any claims for compensation of any nature.
The terms of payment can be agreed individually. In the absence of a special agreement, 20 (twenty) days net without deductions shall apply. The default interest rate for outstanding payments is 5 (five) percent p.a.
§4 Delivery and performance time
IPAG shall endeavor to meet deadlines and delivery periods. However, deadlines and delivery periods are non-binding unless expressly agreed otherwise in writing. In order to be binding, binding deadlines and delivery periods must bear two currently valid signatures of the management, otherwise the deadlines and delivery periods shall remain non-binding. The binding specification of certain delivery periods and delivery dates agreed in writing by IPAG is also in such cases without exception subject to the correct and timely delivery / inspection of IPAG by suppliers, manufacturers, logisticians, customs, etc. IPAG is not responsible for any delays in delivery. IPAG shall be completely released from any liability for compensation in the event of delays in delivery of any dimension.
If the customer refuses to accept the delivery items or services after the expiry of a grace period set for him or declares that he does not wish to accept the goods and/or services, IPAG may withdraw from the fulfillment of the contract and demand compensation. IPAG is entitled to demand either a lump sum of twenty-five percent of the agreed purchase price or compensation from the customer for the actual loss incurred plus the additional administrative costs.
§6 Delivery, transport, insurance
IPAG may submit a transport proposal to the customer. The purchase transaction is to be understood as an "ex factory" service in terms of price and operation, the choice of logistics company, transport costs and transport insurance are the choice and responsibility of the customer.
Upon delivery, accessibility for delivery of the goods to the delivery address must be ensured by the customer. Upon delivery, an immediate and mandatory check must be carried out by the customer. Visible differences in quantity must be reported to IPAG in writing immediately upon receipt of the goods, hidden differences in quantity within two working days of receipt of the goods and must be reported to the logistics company. Complaints regarding damage, delay, loss or damaged/destroyed packaging must be reported to the logistics company in writing and, if necessary, with photographic documentation immediately before completion of the delivery process.
In the case of postal delivery, the customer can choose before completing the payment process whether to instruct the postal logistics company, currently SwissPost, to "Deposit in the drop box or at the front door". However, the customer bears the risk of damage and/or loss. IPAG is not liable for the consequences of these processes, not even in part.
In the case of postal consignments, IPAG sends the ordered items by A Mail; consignments are insured up to the insurance benefit amount published by SwissPost and valid at the time.
The risk shall pass to the customer as soon as the consignment has been handed over by IPAG to the company/person carrying out the transportation. If transportation is delayed or becomes impossible through no fault of IPAG, IPAG shall not be liable after the goods have been handed over. IPAG's liability ends when the goods are handed over to the logistics company. The risk is then transferred to the customer. Any assumption of transportation costs by IPAG agreed in writing in individual cases has no influence on this transfer of risk.
§8 Warranty, time limits
The warranty period begins on the date of dispatch to the customer. The warranty period is limited and applies at most until the expiry date specified by the manufacturer and/or supplier, unless otherwise agreed in writing.
If the storage and handling instructions are not followed, any warranty on the part of the manufacturer / supplier and / or on the part of IPAG shall lapse. This also applies if the defect complained of is due to improper use and / or in the case of applications for areas other than those intended by the manufacturer / supplier.
Insignificant deviations from the warranted characteristics of the goods shall not give rise to any warranty rights/obligations. Liability for normal wear and tear, including of protective packaging, is excluded. Warranty claims against IPAG are only available to the direct purchaser and are not assignable or transferable, not even in part.
§9 Returns
Delivered items are generally not taken back. The customer expressly agrees to this. In cases of articles damaged during transport, the customer will handle the issues and solutions regarding liability, replacement delivery and financial compensation directly with the chosen logistics company itself.
A return of items by the customer to IPAG requires the prior consent of IPAG and is carried out at the expense and risk of the customer. Any justified warranty on the part of IPAG is limited exclusively to the replacement of the delivery items, provided that the manufacturer / supplier as the origin of the delivery items gives its written consent and bears the corresponding costs in full.
§10 Purchase contract, retention of title, goods subject to retention of title
The delivered goods (goods subject to retention of title) shall remain the property of IPAG until full payment of all claims arising from the purchase agreement / purchase contract. On the day following full payment of all claims in accordance with a valid credit note from IPAG's bank, the goods subject to retention of title shall become the property of the customer.
As long as ownership has not yet been transferred to him, the customer undertakes to treat the reserved goods with care and to insure them adequately at his own expense against fire, water and theft damage and other possible damage at the relevant location at replacement value.
If the goods subject to retention of title are seized or are subject to other interventions by third parties, the customer is obliged, as long as ownership has not yet been transferred to him, to inform the third party of IPAG's ownership rights in writing and in a binding manner and to notify IPAG immediately in writing so that IPAG can enforce its ownership rights to the goods subject to retention of title. The customer shall be liable to IPAG for any judicial or extrajudicial costs incurred in this connection, unless the third party is able to reimburse these costs to IPAG in good time (payment deadlines for court costs and extrajudicial costs incurred).
The customer expressly agrees to this.
Payments can only be made by bank transfer or credit card. As soon as the responsible bank and / or credit institution has authorized the payment transaction or the partial payment transaction and has notified IPAG of the authorization or the credit note, IPAG will initiate the internal order, setup and delivery processes.
The customer is not entitled to set off claims of any kind asserted by him in whole or in part against outstanding claims of IPAG or its contractors. Any settlement by offsetting is therefore excluded. The customer expressly agrees to this.
If the provision of materials and / or services by IPAG or its contractors due to force majeure such as epidemics, pandemics, riots, war, natural disasters and similar events and / or due to the failure of third-party services and / or due to the failure of the hardware or software of IPAGor its contractors is disrupted, impaired, impeded, delayed or rendered impossible, the obligation to provide services by IPAG or its contractors shall be suspended.
Disruptions of this kind do not entitle customers to claim compensation for any services already paid for or beyond. The IPAG will, in such a case, refund payments already made for services and/or material deliveries that cannot be provided within a reasonable period of time, but within a maximum of three months, without interest.
In the case of online transactions, the refund is limited to a single payment transaction in the event of failures of this kind. The customer is required not to make any further attempts if the payment transaction fails and to notify IPAG in writing of the failed payment transaction.
If the postal requirements are not met, such as incorrect delivery address, insufficient accessibility, etc., the resulting direct and indirect damages and disadvantages shall be borne in full by the customer.
Claims for damages arising from impossibility of performance, breach of contract, culpa in contrahendo and tort are excluded both against IPAG and against IPAG's agents, except in cases of wilful misconduct or gross negligence. IPAG accepts no liability for consequential damage arising from the use of the products. The customer expressly agrees to clarify any liability claims asserted directly with the manufacturer (origin of goods).
Copyright and trademark rights remain the full property of the current legal owners in all cases and for every payment and/or delivery transaction.
In the case of contracts with legal entities, IPAG retains title to the goods until all existing or subsequently arising claims from an ongoing business relationship have been settled.
In the case of contracts with private persons (consumers), IPAG retains ownership of the goods until the purchase price has been paid in full. The consumer is obliged to handle the goods with care and to notify IPAG immediately of any access to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods.
Pledging or transfer of ownership by way of security is not permitted. If IPAG
demands the return of the goods with reference to the reservation of title, the customer's right to further use of the goods expires.
Every customer / person is entitled to privacy protection and protection against misuse of their personal data (DPA). The completely revised Data Protection Act (DSG) and the implementing provisions in the new Data Protection Ordinance (DSV) and the new Ordinance on Data Protection Certifications (VDSZ) came into force on September 1, 2023. IPAG complies with these provisions in full and without reservation. Personal data is therefore treated as strictly confidential and is neither sold nor passed on to third parties.
The following data is stored during online transactions and access to IPAG's websites: IP address, date, time, browser request and general transmitted information about the operating system or browser. This usage data forms the basis for anonymous statistical evaluations, which serve to improve the content offered. IPAG works with its hosting providers to protect the data as best as technically possible against unauthorized access, loss, misuse or falsification.
Swiss law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and to the exclusion of European law. The legal relationship shall be governed exclusively by Swiss law.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is CH 6370 Stans (NW), to the exclusion of the customer's place of jurisdiction.
Should individual provisions of these GTC be or become invalid or contestable in whole or in part, this shall not affect the validity of all other provisions or agreements. In place of an invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the purpose of the contract. This applies accordingly to gaps requiring supplementation.