Terms and Conditions

1. Legal validity
   Unless otherwise agreed in writing, these General Terms and Conditions shall apply for all transactions between BPR Swiss GmbH and the buyer/customer. By submitting an order, the buyer agrees to these General Terms and Conditions and confirms that they have received and read said General Terms and Conditions. Any of the buyer's terms and conditions that contravene these General Terms and Conditions shall only apply if BPR Swiss GmbH agrees to them expressly and in writing.
2. Quotations and orders
   Written quotations from BPR Swiss GmbH are valid for a period of 3 months from the date they are issued, unless the quotation itself specifies a different validity period. After receiving the order, BPR Swiss GmbH shall send the customer an order confirmation. The order confirmation does not have to be signed and may also be sent by e-mail.
3. Prices
   The prices quoted by BPR Swiss GmbH are net ex works prices and do not include taxes. All additional costs, such as costs for packaging, shipping, issuing of certificates or notarial documents and similar costs, shall be charged to the customer. BPR Swiss GmbH reserves the right to change the prices without prior notice.
4. Risks and hazards
   The buyer shall, in general, be liable for the goods from the time they leave the factory (EXW). Differing Incoterms can be agreed in the invoice, the purchase agreement or the order confirmation.
5. Delivery period
   The delivery periods agreed in the order confirmation shall be complied with as far as possible, provided that the buyer provides all the documents required for dispatch within the time frames specified by BPR Swiss GmbH and, if applicable, has made the agreed advance payment. Force majeure and unforeseeable events shall release BPR Swiss GmbH from all obligations. In the event of a delay in delivery without serious error on the part of BPR Swiss GmbH, no claims for damages may be submitted.
6. Regulatory approval (for resellers only)
   Obtaining regulatory approval for the products in the territory concerned shall also be the responsibility of the buyer. Based on BPR Swiss GmbH's decision and documentation, the buyer undertakes to submit, acquire and ensure the validity of all licenses, approvals and registration records on behalf of BPR Swiss GmbH for the purpose of importing the products in accordance with the laws of the territory. The approval records must be kept by the buyer on an article-by-article basis. All evidence of approvals (certificates, databases) must be submitted to BPR Swiss GmbH, as soon as they have been received from the local authorities. Any notification related to BPR Swiss GmbH’s products must be forwarded to BPR Swiss GmbH.
7. Acceptance and inspection of goods
   The buyer is obliged to inspect the delivered goods within 7 days of receipt and to notify BPR Swiss GmbH of any defects. If the goods are not inspected within the aforementioned period and defects are reported to BPR Swiss GmbH, the goods shall be considered as having been accepted subject to hidden defects. The notification of a defect must reach BPR Swiss GmbH in writing within the aforementioned time frame, and must contain the name of the customer, the purchase date, and the article and serial number of the products.

In the event of a complaint, BPR Swiss GmbH or its authorised representative, after confirming that the complaint is justified, shall ensure that the product is repaired or replaced free of charge. In the event of a defect, the buyer initially only has the right to demand repair of the defect (right to repair) from BPR Swiss GmbH. If BPR Swiss GmbH does not repair the defect, the buyer has the right have a replacement product delivered. All other claims of any kind, in particular for a reduction in price, cancellation of the order and claims for damages are, insofar as legally permitted, excluded.

8. Storage of products (for resellers only)
   The buyer undertakes to use the most modern storage and distribution procedures for medical devices, including during their transport, to ensure:

• That saleable products are stored in their original packaging in safe and appropriately secured locations so as to avoid contamination of other, and by other, products, and that the products are stored in accordance with any special instructions issued by BPR Swiss GmbH;
• That the products are not exposed to risks associated with extreme weather conditions, pests or organic impurities across the entire buyer-controlled distribution system;
• That all returned products, particularly those likely to have been used in patients and that, therefore, have to be disinfected before any further use, are correctly separated from saleable products.

9. Traceability (for resellers only)
   The buyer must keep complete, precise and up-to-date documentation regarding all product sales and the associated transactions for twelve (12) years from the date of issue in order to ensure the traceability of all products in the supply chain at all times. The document folder must contain at least:

• The name, address, telephone number and email address of the customer;
• The product name, serial number (SN) and delivery quantity.

All documents regarding traceability must be submitted to BPR Swiss GmbH and/or the relevant authorities on request.

10. Payment terms
    As per the written agreement in the quotation or order confirmation. If there is a delay in payment, interest on arrears of 5% shall be charged. If the payment deadline agreed between the parties is not met, the customer will automatically be in arrears.
11. Liability
    Unless claims are expressly permitted in special agreements, such as specific order confirmations and these General Terms and Conditions, or must be permitted by law, any liability of BPR Swiss GmbH towards the buyer is excluded. In particular, BPR Swiss GmbH is not liable for damages, injuries and the consequences resulting from the following in particular:

• Excessive wear and tear.
• Improper use.
• Non-compliance with the operating, assembly and maintenance instructions.
• Unusual chemical, electrical or electrolytic influences.
• Incorrect connections for air, water or electricity supplies.

The customer is fully liable for the choice of the products and services tailored to their needs. As a professional user, the customer must check the conditions for the use of the products, in particular the use intended by BPR Swiss GmbH as well as any contraindications, precautions and expiry dates, where applicable.

Under no circumstances may the buyer modify a product in any way. The buyer is prohibited from selling products to customers without the original packaging supplied by BPR Swiss GmbH. Any breach of this clause will void the warranty and legal liability of BPR Swiss GmbH with respect to the modified product.

12. Warranty
    Only proven material or manufacturing defects in the delivered goods shall be considered defects. The warranty periods apply from the date of invoice. The warranty includes spare parts, but not the work involved in repairs. The warranty refers to the device as a whole, excluding any wear and tear parts. The warranty period starts at the time of delivery from the BPR Swiss factory. If a spare part is replaced after delivery of the device as a whole, the warranty for this spare part is not renewed. The warranty periods specified in the order confirmations and invoices shall apply.

In all cases, the warranty expires in the case of improper use, use of non-original BPR Swiss spare parts or modifications to the product by third parties not authorised by BPR Swiss GmbH. In the event of a dispute as to whether there is a defect or not, it is the customer's responsibility to establish the existence of a defect. The specified warranty is only valid as long as the preventive maintenance of the units is carried out according to the recommendations of BPR Swiss GmbH. Devices with a warranty period of 24 months in general require initial preventive annual maintenance in the first 12 months after purchase. If the devices are not maintained in accordance with the recommendations of BPR Swiss GmbH, the warranty expires.

Warranty claims shall only be considered if the product is submitted together with a copy of the invoice or delivery note stating the purchase date, and the article and serial number of the product.

13. Services (for resellers only)
    The buyer shall be responsible for services. The buyer is obliged to perform services according to the specifications of BPR Swiss GmbH. Service documentation / documents and, if required, service training can be obtained from BPR Swiss GmbH. A deviating regulation can be agreed in the invoice, the purchase contract or the order confirmation.
14. Intellectual property
    Quotations and projects, as well as the associated drawings, dimensions and descriptions, are the intellectual property of BPR Swiss GmbH, and may not be reproduced or made accessible to third parties without the consent of BPR Swiss GmbH.
15. Partial invalidity
    If a provision of these General Terms and Conditions proves to be null and void, the remaining provisions shall remain valid. In such a case, the invalid provision shall be replaced by another provision that comes as close as possible to the economic purpose of the original provision.
16. Final provisions
    The General Terms and Conditions (GTC) are available in several languages. If the case of contradictions in the General Terms and Conditions, the German version applies.
17. Applicable law - place of jurisdiction
    This version of the General Terms and Conditions (GTC) replaces all previous versions.

These General Terms and Conditions and the special agreements, in particularly order confirmations, between the customer and BPR Swiss GmbH are subject exclusively to Swiss law, with the express exclusion of international conflict of law provisions and the Vienna Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Bern, Switzerland.

Oberdiessbach, December 2022
Rev. 6 – 02/12/22, MMC