1. Scope, Terms, Exclusivity
1.1 These General Terms and Conditions (hereinafter: GTC) shall apply to all offers, sales, deliveries, services, etc. of swissestetic AG, CH-6340 Baar (hereinafter: swissestetic) in dealings with business customers (hereinafter: Customer). The GTC shall apply exclusively and also to all future business relations between swissestetic and the Customer. The current version of the GTC is published at www.swissestetic.ch/agb.
1.2 swissestetic supplies only designated, trained and qualified medical-cosmetic partners such as medical practices, clinics, cosmetic institutes, professional schools, day spas and hotel spas on the basis of the official price list (selective distribution system). If there are doubts about the qualification of a customer, swissestetic may refuse an order partially or completely without the customer being able to claim damages.
1.3 General terms and conditions of the Customer are not applicable and do not apply even if the Customer has based his order or other declaration on them.
2. Offer and conclusion of the contract
2.1 Our offer is subject to confirmation, unless it has been designated as binding in writing. Therefore, an effective sales contract shall only be concluded upon swissestetic's order confirmation or delivery of the goods.
2.2 Dimensions, weights, illustrations, drawings and other documents that are part of our non-binding offers remain our property and are only approximate. They can only become a binding part of the contract if confirmed by us in writing.
2.3 An order is binding for the customer as soon as the customer has sent us his order by mail, telephone, fax or e-mail or the order has been noted as an order by our field staff.
3. Prices and shipping costs
3.1 All prices are exclusive of the value added tax valid on the day of invoicing. The prices valid on the day of invoicing shall apply, which always refer to the currently valid price lists.
3.2 Shipping costs are generally not included in the price (see point 4.5).
3.3 If we reduce, adjust or change prices or purchasing conditions of certain articles due to promotions and limited in time, the Buyer cannot retroactively claim a price reduction or adjustment for articles already ordered or delivered or recurrently claim these conditions for future orders outside the promotion period fixed by us.
3.4 The start, duration, type and scope of possible sales promotions and associated price or condition changes are determined solely by swissestetic and communicated accordingly.
4. Delivery time and delivery conditions
4.1 All stated delivery dates are non-binding and approximate, unless they have been expressly designated by us as binding. In case of non-binding delivery dates, a delivery within 2 working days after the stated delivery date shall in any case still be considered on time.
4.2 In the event that swissestetic's performance is temporarily impossible or considerably impeded due to force majeure or other extraordinary circumstances beyond its control (e.g. epidemic or pandemic situation, official orders), the delivery time shall be extended by the duration of the impediment. The same shall apply to a statutory deadline or a deadline set by the customer for the performance of services, in particular to grace periods in the event of default.
4.3 In the event of any delay in delivery, insofar as this is not due to intent or gross negligence, claims for damages of any kind shall be excluded.
4.4 Our contractual and delivery obligations shall be suspended as long as the customer is in arrears or default with an obligation towards us.
4.5 The delivery from a value of goods of CHF 500.- (incl. VAT) is always free of packaging and shipping costs, excluding desired express or special delivery charges.
4.6 swissestetic may charge an express surcharge of CHF 20.00 for express deliveries and processing. For requested special deliveries, e.g. dispatch via the post office counter, etc., an additional expense allowance in the amount of CHF 10.- may be charged.
5.1 Shipment shall be made for the account of the customer or, in the case of an initial order, by advance payment. The risk shall pass to the customer upon shipment of the goods, even if the delivery is made freight prepaid. Without an explicit separate agreement, swissestetic is not obliged to take out a transport insurance for the shipment.
5.2 It is the Customer's responsibility to personally accept the goods ordered and shipped to him on the delivery date. In case the Customer is not able to receive the goods personally, swissestetic shall not be liable for the delivery to so-called third parties or for the delivery to storage locations that are not protected against unauthorized access (e.g. milk crate, mailbox, etc.). In order to exclude any shipping risks and costs for the customer, we offer the possibility of self-collection of the ordered goods at the company location.
5.3 Unless otherwise agreed in writing, swissestetic may deliver orders in partial shipments. This does not entitle the customer to cancel the order partially or completely. The deadlines mentioned under point §4 as well as the corresponding handling shall be deemed to be agreed.
6. Payment modalities
6.1 Invoices from swissestetic are payable within 30 days from the invoice date without any deductions. Possible exceptions are regulated under point 6.3.
6.2 Invoice deductions made arbitrarily by the Customer and not previously agreed upon in writing will generally be treated as a payment default and reminded accordingly, which may result in additional costs for the Customer. Irrespective of this, swissestetic's obligation to deliver further orders shall be suspended until full settlement has been made.
6.3 If payment terms other than those mentioned in clause 6.1 are agreed upon with the Customer, they shall always be agreed upon in writing by both parties. There shall be no obligation for swissestetic to deliver as long as the Customer has not sent the separate payment agreement signed.
6.4 As long as a separate payment agreement with the Customer exists, further deliveries shall only be made against advance payment. If, after the conclusion of the contract, swissestetic becomes aware of circumstances that give rise to doubts about the Customer's ability to pay, swissestetic may demand payment in advance. swissestetic may set a reasonable deadline for the Customer to make the advance payment and may withdraw from the contract if the advance payment is not received in time. If the goods have already been delivered, the purchase price shall be due immediately without deduction, regardless of any agreed payment terms. If the customer (for whatever reason) defaults on a due payment, all his payment obligations from the existing business relationship with us shall become due immediately. In this case, swissestetic is entitled to charge interest at the rate of 5% per annum from the date in question.
6.5 For administrative expenses we charge CHF 15.- for the 1st reminder and CHF 25.- for the 2nd reminder. swissestetic reserves the right to claim higher damages.
6.6 Bills of exchange, cheques and other goods in kind will not be accepted for payment of the purchase price.
6.7 For special reasons (esp. increased risk assessment), swissestetic may insist on a partial or full prepayment of the Buyer for orders.
6.8 The Customer shall only be entitled to set-off, even if notice of defects or counterclaims are asserted, if the counterclaims have been legally established, acknowledged by swissestetic or are undisputed. The Customer shall only be entitled to exercise a right of retention if his counterclaim is based on the same order.
7. Obligations of the Customer
7.1 With reference to Clause 1.2, swissestetic shall exclusively supply qualified customers in a selective distribution system in order to ensure the most competent, high-quality and high-value support and treatment of the end customers.
7.2 The customer is obligated to complete appropriate basic and advanced training for proper product application and customer advice and support.
7.3 The customer undertakes to carefully and professionally clarify the needs and findings of the end customer, in particular incompatibilities and allergies, and is responsible for correct product advice and application.
7.4 The data sheets and safety data sheets belonging to the products distributed by swissestetic will be provided upon request.
8. Warranty and Liability
8.1 The customer shall immediately inspect the received goods for completeness, transport damage, recognizable defects, condition and their properties. Recognizable transport damages are to be claimed immediately upon delivery to the delivering forwarding agent / parcel service provider. The customer must notify us in writing of any visible material defects within 3 working days (72 hours) of delivery of the goods.
8.2 swissestetic shall not be obliged to provide warranty if the Customer has not notified swissestetic in writing of an obvious defect in due time. If swissestetic is responsible for a defect of the goods and the Customer has notified swissestetic in due time, swissestetic shall be obliged to remedy the defect, excluding the Customer's rights to withdraw from the contract or to reduce the purchase price, unless swissestetic is entitled to refuse remedy on the basis of the statutory provisions. The Customer shall grant a reasonable period of time for subsequent performance for each defect.
8.3 The supplementary performance may be carried out by removal of the defect or delivery of new goods at the Customer's option. We shall be entitled to refuse the type of subsequent performance chosen by the customer if it is only associated with disproportionate costs. During the subsequent performance, the reduction of the purchase price or the withdrawal from the contract by the customer shall be excluded.A subsequent improvement shall be deemed to have failed with the second unsuccessful attempt. If the supplementary performance has failed or if swissestetic has refused the supplementary performance altogether, the customer may, at his option, demand a reduction of the purchase price or declare his withdrawal from the contract.
8.4 The Customer may only assert claims for damages under the following conditions due to the defect if the supplementary performance has failed or if swissestetic has refused the supplementary performance. The Customer's right to assert further claims for damages under the following conditions shall remain unaffected.
8.5 For intentional or grossly negligent breaches of duty as well as for damages resulting from injury to life, body or health, swissestetic shall be liable without limitation according to the statutory provisions. Apart from that, swissestetic shall only be liable if the breached contractual obligation is recognizably essential for the achievement of the purpose of the contract and only limited to the amount of the typically foreseeable damage.
8.6 The limitation of liability according to 8.5 shall apply accordingly to claims for damages other than contractual claims, in particular claims in tort, with the exception of claims under the Product Liability Act. Furthermore, it shall also apply with respect to our employees, workers, staff and representatives.
8.7 As far as swissestetic has given a quality and/or durability warranty with respect to the goods or parts thereof, swissestetic shall also be liable within the scope of such warranty. However, swissestetic shall only be liable for damages caused by the lack of the guaranteed quality or durability, but not directly affecting the goods, if the risk of such damage is obviously covered by the guarantee of quality and durability.
8.8 Any further liability shall be excluded regardless of the legal nature of the asserted claim. As far as swissestetic's liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, collaborators and representatives.
9. Retention of title
9.1 Ownership of the goods shall not pass to the customer upon handover or delivery, but only after receipt of all payments under the purchase contract. The delivered goods shall not become the property of the Customer until the Customer has fulfilled all its obligations arising from the business relationship, including ancillary claims and claims for damages. swissestetic shall be entitled to have the retention of title registered with the competent debt collection office.
9.2 The Customer shall immediately notify swissestetic in writing of any third party seizure of the goods, in particular of any execution measures or other impairments. He shall compensate swissestetic for all damages and costs resulting from a breach of this obligation and from necessary measures to protect against access by third parties.
9.3 If the Customer does not comply with his payment obligation in spite of a reminder, swissestetic shall be entitled to demand the surrender of the Reserved Goods in his possession without setting a deadline in advance. The customer shall bear the transport costs incurred in this case. The seizure of the reserved goods by swissestetic shall always constitute a rescission of the contract. After retention of the reserved goods, we shall be entitled to dispose of them. The proceeds of the utilization shall be set off against our outstanding claims. swissestetic shall not be obliged to take back the goods at the full sales price and shall not be entitled to resell the goods as new.
10. Place of fulfillment
10.1 The place of fulfillment for payments and for our deliveries of goods is the registered office of swissestetic.
11. Data processing and data protection
11.1 The customer agrees that we may process, in particular store or transfer to a credit protection organization, the data received about the customer in connection with the business relationship in compliance with the Data Protection Act for the fulfillment of our own business purposes. This is subject to the condition that the further processing is carried out within the scope of the purpose of the contract or is necessary to protect our legitimate interests and that there is no reason to assume that the interest of the Buyer worthy of protection in the exclusion of the processing, in particular the transmission, of this data prevails.
12. Jurisdiction and applicable law
12.1 Swiss law is exclusively applicable, under exclusion of international private law as well as under exclusion of the Vienna Convention on Contracts for the International Sale of Goods.
12.2 The customer is not entitled to assign any claims in part or in full arising from the purchase contract without swissestetic's consent.
12.3 The place of jurisdiction for both parties shall be the registered office of swissestetic. However, swissestetic shall be entitled to sue the Customer at the Customer's general place of jurisdiction or at the Customer's place of business.