General Terms & Conditions
Coltène/Whaledent AG, 9450 Altstätten / Switzerland1. Generally
These Standard Conditions of Sale and Supply (hereinafter referred to as „Standard Con¬ditions“) apply to all goods supplied by Coltène/Whaledent AG. Acceptance of goods ordered from and supplied by Coltène shall be deemed to signify customer’s acceptance of these Standard Conditions irrespecitve of customer’s previous rejection thereof.
Goods supplied by Coltène/Whaledent AG shall be used strictly in accordance with instructions and/or recommendations issued by Coltène/Whaledent AG and with any rest¬rictions imposed by law and/or other official instruments having the force of law applicable to the user of such goods at the place of use.
All prices are quoted in Swiss currency net ex works Altstätten, excluding packing for transport, subject to prior sale and to change without notice, unless expressly agreed otherwise and in writing.
3. Delivery periods
Delivery periods stated are approximate and non-binding. Delays shall not entitle cus¬tomer to claim or receive damages for non-performance or breach of contract, nor to withdraw from the contract of sale. In the event of force majeure as defined hereunder, Coltène/Whaledent AG shall incur no liability for non-performance or breach of contract on account of its inability to supply the goods within the delivery period or at theprice stated and shall have the right to withdraw wholly or partly from the contract of sale, nor shall customer have any right to claim such damages. For the purposes hereof, „force majeure“ shall include (but shall not be limited to) events such as the following affecting Coltène/Whaledent AG, its sub-contractors, and/or suppliers: Acts of God, fire, flood, tempest, earthquake, riots, civil disturbance; acts of war, accidents, traffic breakdowns or delays, strikes, lockouts; shortages of manpower, energy, or raw materials; the application or promulgation of laws of other official instruments having the force of law; and failure by sub-contractors and/or suppliers to deliver on time.
4. Packing, transport
Net prices include only direct sales packaging; packing for transport is separately in¬voiced.
Coltène/Whaledent AG shall have full discretion in arranging for dispatch and transport of goods ordered and shall not be held liable for failing to obtain the lowest rate therefor. All goods are dispatched at customer’s charge and shall be at customer’s use and risk not later than from the time of their dispatch ex works, irrespective of the conditions of supply, such as c.i.f., f.o.b., or others. Unless customer expressly issues other instructions, Coltène/Whaledent AG shall arrange for transport insurance on customer’s behalf and customer shall reimburse Coltène/Whaledent AG therefor.
Coltène/Whaledent AG shall have the right to supply up to 10% more or less than the total quantity of goods ordered.
5. Terms and conditions of payment
Unless otherwise agreed in writing, the terms of payment shall be 30 (thirty) days net from date of invoice. The cost of cashing cheques, drafts, bills of exchange, letters of credit, money transfers, etc. shall be at payer’s charge. If customer fails to observe the agreed terms of payment, Coltène/Whaledent AG shall be entitled to charge interest and costs from the date on which payment was due until the date of receipt of payment, and shall not be required to give formal notice of default. In the event of customer’s default of payment, Coltène/Whaledent AG shall have the right to lodge such further claims as it may see fit.
6. Vendor’s lien
Until receipt of payment in full for the goods and all incidental expenses and charges, Col¬tène/Whaledent AG shall retain full title to the goods sold. By the act of ordering the goods,customer shall be deemed to have granted Coltène/Whaledent AG irrevocable and unreserved permission to arrange for the registration of its lien in the relevant register of ownership with the authorities having jurisdiction at customer’s place of business or residence.
All goods supplied subject to vendor’s lien shall be marked by customer in such a way as to allow them to be readily identified at any time as Coltène/Whaledent AG`s property.
Coltène/Whaledent AG warrants the quality of its products in accordance with the terms of these Standard Conditions. The period and date of expiry of its warranty vary according to product and are as stated on packages, in instructions for use, and/or in advertising material.
Guidance on application techniques, whether oral, in writing, or by demonstration, is based on the best available knowledge of the current state of dental techniques.It shall not be deemed to constitute binding instructions nor as granting any legal rights to third parties, nor release the user from his/her duty of personally satisfying himself/herself of the product’s suitability for his/her intended purposes and methods. In particular (but not exclusively), this applies to use in procedures not expressly recommended. The applica¬tion, use, and processing of the product are outside the control of Coltène/Whaledent AG and remain exclusively the user’s responsibility.
Notice in writing of any complaints shall be sent to Coltène/Whaledent AG within ten days after receipt of goods at their destination; in the case of hidden defects such notice shall be sent within ten days of discovery.
Unless the defects that give rise to a complaint of faulty goods are due to transport da¬mage and provided that such complaint is found justified, Coltène/Whaledent AG shall at its sole discretion either replace the faulty goods free of charge or issue a credit note for their value. As far as possible, Coltène/Whaledent AG shall replace and effect subsequent delivery of any missing quantities of goods or issue a credit not in lieu thereof.
Coltène/Whaledent AG’s liability shall be strictly limited to replacement or issue of a credit note as stated above. No claim shall be entertainded, valid, or enforceable in respect of (but not limited to) any of the following: reimbursement of transport costs, direct or indirect loss or damage, loss of profit, interest charges, consequential damages, etc.
9. Retention of payment
Customer shall not be entitled to retain or offset any monies due to Coltène/Whaledent AG against any claim whatsoever.
Place of performance shall be Altstätten in the canton of St. Gallen (Switzerland). The laws and courts with jurisdiction at the registered offices of Coltène/Whaledent AG shall have jurisdiction in all matters arising out of the contract of sale, but Coltène/Whaledent AG shall also have the right at its sole discretion to elect as applicable the laws and courts having jurisdiction at customer’s place of business or residence.
If any part or the whole of any provision of these Standard Conditions is found to be or becomes unenforceable, this shall not affect the validity of the remaining provisions.