§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.

IPAG does not and will not recognize any terms and conditions—whether specific to the customer or general—of legal entities or private individuals (hereinafter referred to as “customers” and/or “clients”); such terms and conditions do not form part of any purchase agreement or contract for goods and/or services with IPAG and are in any case null and void. The customer hereby 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 Terms and Conditions can be viewed online atinnoval.

§2 Offer and conclusion of contract

Publicly available offers from IPAG, such as flyers, advertisements, price lists, etc., are subject to change and non-binding. Printed representations of products and/or services, as well as their presentation in IPAG’s online stores or on other online platforms, do not constitute legally binding offers but are merely non-binding catalog listings.

By placing a written order via email and/or letter and/or by clicking the “Order Now”/“Order” button or similar, the customer submits a legally binding order for the specified items and/or services, or a legally binding online order for the items (goods and/or services) in the shopping cart, thereby accepting these Terms and Conditions.

IPAG may confirm customer orders by sending an order confirmation (hereinafter referred to as “OC”) or by accepting the order through delivery of the goods within a reasonable delivery period following receipt of the order (acceptance of the contract). The resulting contract 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 and Terms of Payment

If a customer’s order exceeds the credit limit of CHF 500 (five hundred), IPAG may require a partial or full prepayment. Delivery will be made once the prepayment has been received in the required amount.

If the client fails to make the required advance payment in full or makes only a partial payment within 20 (twenty) calendar days, a reminder notice will be sent to the client free of charge after the payment deadline has expired. If payment is not made within the specified period, a second reminder (see below) will be sent to the client. Once the deadline specified therein has expired without action on the part of the client, IPAG is fully released from the obligation to deliver the goods and/or provide the services.

Payment terms may be agreed upon individually. Unless otherwise agreed, payment is due within 20 (twenty) calendar days, strictly net without any deductions.

The first payment reminder, sent after the 20 (twenty) calendar-day payment period has expired, is free of charge. Any second and third reminders will be sent by registered mail and will be charged at CHF 75.00 (seventy-five) and CHF 125.00 (one hundred twenty-five), respectively, including VAT. The late payment interest rate for outstanding payments as of the invoice date plus 20 calendar days is 5.0 (five) percent per annum. The customer expressly agrees to these terms.

§4 Minimum order value, small-quantity surcharge 

The minimum order value (invoice amount) including VAT for deliveries to the customer by a logistics company is CHF 150 (one hundred fifty) to be exempt from the small-quantity surcharge. If the minimum order value (invoice amount) is less than CHF 150.00 including VAT, a small-quantity surcharge of CHF 15.00 (fifteen) including VAT will be charged. The customer expressly acknowledges this.

IPAG makes every effort to meet deadlines and delivery dates. However, deadlines and delivery dates are non-binding unless otherwise agreed in writing. To be binding, deadlines and delivery dates must bear two current, valid signatures from management; otherwise, they remain non-binding. However, even in such cases, IPAG’s written specification of specific delivery periods and dates is, without exception, subject to the condition that IPAG receives correct and timely deliveries from suppliers, manufacturers, logistics providers, customs authorities, etc. IPAG is fully exempt from any liability for compensation of any kind in the event of delivery delays of any magnitude, even in such cases.

If, after the expiration of two (2) grace periods granted to the customer, the customer refuses to accept the delivered goods or the performance of the services, or declares that it does not wish to accept the goods and/or services, IPAG may withdraw from the contract and claim damages. IPAG is entitled to claim, at its discretion, either a lump-sum amount of 25% (twenty-five percent) of the agreed purchase price or compensation for the actual damage incurred, plus additional administrative expenses, from the customer.

§7 Delivery, Shipping, and Insurance

IPAG may provide the customer with a shipping proposal. In terms of pricing and operations, the purchase process is to be understood as an “ex factory” service. This means that goods can be picked up at IPAG or, upon payment, shipped to the delivery address via a freight forwarder arranged by IPAG. The choice of logistics provider, shipping costs, and shipping insurance are at the customer’s discretion and are the customer’s sole responsibility.

Upon delivery, the customer must ensure that the delivery address is accessible for the delivery of the goods. The customer must inspect the goods immediately and without fail upon delivery. Visible discrepancies in quantity must be reported to IPAG in writing immediately upon receipt of the goods; hidden discrepancies in quantity must be reported to IPAG in writing within two business days of receipt of the goods, and must also be reported to the logistics company. Complaints regarding damage, delays, loss, and/or damaged or destroyed packaging must be reported to the logistics company in writing—and, if necessary, with photographic evidence—immediately before the delivery process is completed.

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 entrance". However, the risk regarding damage and/or loss is borne by the customer. IPAG is not liable for any consequences arising from these transactions, not even in part.

For mail shipments, IPAG regularly sends the ordered items via A-Post; shipments are insured up to the insurance coverage amount published by SwissPost and in effect at that time. The customer may notify IPAG in writing of any shortfall in coverage prior to shipment and may request additional insurance from IPAG in writing, subject to an additional charge. 

Risk passes to the customer as soon as IPAG has handed over the shipment to the company or person responsible for transport. Transport is therefore at the customer’s expense and risk. IPAG’s liability for the goods ends upon handover of the goods to the logistics company. If transport is delayed or becomes impossible through no fault of IPAG, IPAG shall not be liable after the goods have been handed over. Risk for the entire transport process passes to the customer at the moment the goods are handed over to the logistics company. Any agreement in writing, made on a case-by-case basis, for IPAG to assume the transport costs has no effect on this transfer of risk. The customer hereby expressly agrees to this.

§10 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.

Any return of items by the customer to IPAG requires IPAG’s prior consent and is to be shipped at the customer’s expense and risk. Any justified warranty claim on the part of IPAG is limited exclusively to the replacement of the delivered items, provided that the manufacturer/supplier, as the source of the delivered items, gives its written consent and bears the full cost thereof.

§11 Sales Contract, Retention of Title, Goods Subject to Retention of Title

The delivered goods (hereinafter referred to as “goods subject to retention of title”) remain the property of IPAG until all claims arising from the respective purchase agreement have been paid in full. Ownership of the goods subject to retention of title is transferred to the customer only upon the unconditional crediting of all payments due to IPAG’s account.

Until ownership has been transferred to the customer, the customer agrees to handle the goods subject to retention of title with due care and to insure them at their own expense against fire, water damage, theft, and other common risks at their replacement value.

The customer is not authorized to pledge the goods subject to retention of title or to assign them to third parties as security without IPAG’s prior written consent.

If IPAG demands the return of the goods subject to retention of title by invoking its right of retention, the customer’s right to continue using the goods shall expire.

In the event of seizures or other interventions by third parties, the customer must, as long as ownership has not yet been transferred to the customer, immediately notify the third party in writing of IPAG’s ownership rights and immediately inform IPAG of this in writing. The customer must assist IPAG in enforcing its ownership rights.

If the third party is unable to reimburse IPAG for the judicial or extrajudicial costs of legal action, the customer shall be liable for the loss incurred by IPAG.

The customer further agrees to notify IPAG immediately of any damage to, destruction of, or loss of the goods subject to retention of title.

By entering into the purchase agreement, the customer expressly agrees to these terms and conditions.

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 mailing requirements are not met—such as an incorrect delivery address, insufficient access to the delivery address, etc.—the customer shall be fully liable for any resulting direct and indirect damages and losses.

Claims for damages arising from the impossibility of performance, breach of contract, fault in the conclusion of the contract, or tort are excluded both against IPAG and against IPAG’s agents or representatives, unless such claims result from intentional or grossly negligent conduct. IPAG disclaims all liability for consequential damages arising from the use of the products. The customer expressly agrees to settle any liability claims directly with the manufacturer (source of the goods).

Copyrights and trademarks remain in any case and in any payment and/or delivery transaction the full property of the currently legal owners.

Every customer and individual has the right to privacy and to protection against the misuse of their personal data (DSG). 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) entered into force on September 1, 2023. IPAG complies fully and without reservation with these provisions. Personal data is therefore treated as strictly confidential and is neither sold nor disclosed to third parties.

When conducting online business and accessing IPAG’s websites, the following data is stored: IP address, date, time, browser request, and general information transmitted regarding the operating system or browser. This usage data forms the basis for anonymous statistical analyses, which are used to improve the content offered. IPAG works with its hosting providers to protect the data as effectively 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.

If any provision of these Terms and Conditions is or becomes invalid or voidable, in whole or in part, this shall not affect the validity of any other provisions or agreements. An invalid provision shall be deemed replaced by a valid provision that most closely reflects the intent of the contract. This shall apply mutatis mutandis to any gaps that need to be filled.