General Terms and Conditions (GTC)
Hycann Health SA, Route de la Corniche 4, 1066 Epalinges, Vaud, Switzerland
1. Parties
The parties to these General Terms and Conditions are Hycann Health SA (“Seller”) and the buyer (“Buyer”) whose address is indicated on the order form.
2. Conclusion of the contract
By placing an order with the Seller, the Buyer accepts these General Terms and Conditions (“GTC”) as part of the contract between the parties, together with the Buyer's order, if duly accepted in writing by the Seller, even if the Buyer has not signed the GTC. If the Seller decides to accept the Buyer's order, it shall send the Buyer a written confirmation, the terms of which shall be deemed accepted by the Parties. The accepted order and the GTC applicable thereto may only be amended by a document signed by an authorized representative of both parties. Any general terms and conditions of the Buyer shall not apply.
3. Future services
These General Terms and Conditions shall apply to the sale and delivery of the Seller's products to the Buyer as well as to all future services, deliveries or offers, even if they are not expressly agreed again.
4. Prices
The prices in CHF valid on the day of delivery apply to the sales products. The prices are ex-factory, excl. VAT and excl. transportation costs.
5. Changes
Except for orders accepted by the Seller, the Seller reserves the right to change the price and terms and conditions of sale of its goods at any time and without notice. Prices are exclusive of VAT and without rebates or discounts, unless the parties agree otherwise in writing and signed.
6. Electronic route
The buyer agrees to communicate with the seller by unencrypted electronic means.
7. Payment terms
7.1. Unless otherwise agreed in writing, invoices are payable as follows:
7.1.1. Bank transfer to the following address:
Company: Hycann Health SA
IBAN: CH30 0900 0000 1650 0417 2
Bank: PostFinance
BIC: POFICHBEXXX
7.1.2. Payment terms: 21 days net.
7.1.3. The Seller may demand advance payment of part or all of the order amount.
7.2. In the event of late payment, the Seller shall be entitled to charge reminder fees and interest on arrears at a rate of five percent (5%) per annum. The delivered goods remain the property of the seller until full payment has been made and the buyer undertakes to mark them as such in his stocks.
7.3. The Buyer shall raise any objections to the invoice no later than thirty (30) days after its issue. After expiry of this period, the invoice shall be deemed accepted.
8. Offsetting is excluded
The Buyer shall not be entitled to set off any claims it may have against the Seller against claims the Seller may have against the Buyer.
9. Delivery
9.1. Prior to delivery, the Buyer shall provide the Seller with the documents proving that the Buyer is authorized to operate a pharmacy and to possess the goods and make the corresponding magistral preparations. The Buyer shall inform the Seller immediately in writing of any changes to these authorizations. If the Seller does not receive these documents, it may postpone delivery or terminate the contract by giving ten (10) days' written notice.
9.2. The Seller shall use reasonable endeavors to deliver the Goods within the agreed delivery period but does not guarantee the delivery date and quantity of each delivery.
9.3. The Buyer is entitled to return the goods to the Seller within a period of five (5) days from receipt, which are undamaged and which he has stored in accordance with the applicable requirements, against credit of the purchase price (excluding transportation and handling charges). In this case, the buyer shall inform the seller in writing in advance and the parties shall agree on the modalities. In this case, the buyer promises that the goods are undamaged, comply with the conditions of this article and have been stored in accordance with the storage conditions stated on the product label.
9.4. The Seller shall remain the sole owner of any transport containers and other reusable packaging used for the delivery and the Buyer shall return them to the Seller without delay.
10. Force Majeure
10.1. Non-liability of the Seller: The Seller shall not be liable for the non-fulfillment of any of its obligations under these GTC if the non-fulfillment is the result of an obstacle that is beyond its control or that was not foreseeable at the time the contract was concluded (hereinafter referred to as “force majeure”). This may include events such as: War, sabotage, terrorism, insurrection, riots or other acts of civil disobedience, acts or demands of governmental authorities, court orders, strikes, boycotts, epidemics, fire, explosions, floods, storms, earthquakes or other natural disasters, delivery difficulties, breakdowns, late or incomplete deliveries, shortage of labor or raw materials, difficulties in obtaining permits from authorities or other circumstances beyond the party's control affecting the seller or its suppliers.
The seller undertakes the following:
10.1.1. To inform the Buyer in writing as soon as possible of the occurrence of a force majeure event.
10.1.2. To provide one or more proofs of force majeure within a reasonable period of time at the Buyer's request.
10.1.3. To resume performance of its obligations under these GTC as soon as possible after the end of the force majeure.
10.2. In the event of a force majeure event, the dates and periods for the fulfillment of the obligations under these GTC shall be adjusted by mutual agreement between the parties. If no agreement is reached, the dates and periods shall be extended by a period corresponding to the duration of the force majeure, plus a reasonable period for the party to resume performance of its obligations.
10.3. The parties shall not owe any compensation, such as interest on arrears, for damages caused by the occurrence of a force majeure event.
10.4. If the force majeure events last or are reasonably expected to last longer than thirty (30) days, one of the parties may declare the termination of the contract and in this case must inform the other party in writing ten (10) days in advance.
11. Incorrect delivery or obvious defect
The Buyer may submit a claim at Hycann Health SA's expense for incorrect delivery or obvious defects, provided that the claim is received by the Seller no later than five (5) days after receipt of the goods and provided that the Buyer has stored the goods to be claimed in accordance with the applicable requirements.
12. Non-compliant goods
12.1. If the delivered goods are not in conformity with the contract, the Buyer may, at the Seller's option, require the Seller to:
12.1.1. Remedy the non-conformity of the goods by making changes at its own expense, without the Buyer suffering unreasonable disadvantages as a result.
12.1.2. Supply a replacement product.
12.2. The Buyer shall set the Seller a deadline of at least thirty (30) days to fulfill this obligation.
12.3. If the Seller fails to fulfill its obligation to remedy the non-conformity of the goods within the time limit set, the Buyer shall have the right to terminate the contract of sale by written notice to the Seller and any damages payable by the Seller for the loss suffered as a result of the non-conformity of the goods shall be dealt with in accordance with the provisions of Article 13.
12.4. The Buyer shall lose the right to invoke a lack of conformity if it fails to notify the Seller of the lack of conformity within ten (10) days of the date on which it discovered or should have discovered the lack of conformity, specifying the nature of the lack of conformity, provided that the Buyer shall inspect the goods as soon as possible after their arrival at their destination.
12.5. In any event, the Buyer's right to rely on any lack of conformity of the Goods shall lapse if it does not give notice of such lack of conformity within forty-five (45) days of the date on which the Goods are actually delivered to it.
12.6. If the Seller considers that the Buyer's notice of non-conformity is not detailed enough to decide on the appropriate action, such as inspecting the goods itself, repairing the goods or supplying replacement goods, it shall notify the Buyer in writing within ten (10) days of receipt of the Buyer's notice of non-conformity.
13. Liability of the vendor
13.1. The Seller's liability for damages, on whatever legal grounds, including but not limited to impossibility, delay, defective or incorrect delivery, breach of contract, non-performance of obligations in case of breach of contract and tort, shall be subject to the limitations set forth in this Article 13. The Buyer shall not assert any claims against any party other than the Seller or seek any remedy to claim damages in this respect.
13.2. The Seller shall not be liable for ordinary negligence on the part of its executive bodies, legal representatives, employees or other vicarious agents, unless there is a breach of contractual obligations. Contractual obligations include all obligations to deliver the goods on time, to deliver the goods free from defects and material defects that impair their functionality or usability, as well as any obligations to provide advice, protection and due care that are intended to enable the customer to use the delivered goods in accordance with the contract or that are intended to protect the life and limb of the buyer's employees or its customers or to protect its property from material damage.
13.3. Insofar as the seller is liable for damages in accordance with Article 13.2, this liability is limited to damages that the seller could have foreseen as a possible consequence of a breach of contract when the contract was concluded or that could have been foreseen if due care had been exercised. Damage caused by defects in the delivered goods shall only be eligible for compensation to the extent that such damage is typically foreseeable when the delivered goods are used as intended.
13.4. In any case, the compensation to be paid by the Seller for the loss suffered by the Buyer due to the non-conformity of the Goods shall not exceed one hundred percent (100%) of the price of the non-conforming Goods.
13.5. Seller's maximum liability: Notwithstanding anything to the contrary in these GTC, the order and its acceptance, the Seller shall not be liable to the Buyer for damages exceeding one hundred percent (100%) of the agreed purchase price to the extent permitted by applicable law.
13.6. To the extent applicable, the exclusions and limitations of liability of these GTC shall also apply to members of management, directors, shareholders, legal representatives, employees, consultants and other representatives of the Seller.
13.7. The limitations provided for in this Article 13 shall not apply to the Seller's liability based on willful misconduct, relating to injury to life, body or health or under mandatory law on liability for defective products.
13.8. Notwithstanding any other provision of this Agreement excluding or limiting Seller's or Buyer's liability, Seller and Buyer shall not be liable for any consequential damages (such as loss of profits or opportunity to contract) suffered by the other party as a result of any breach of this Agreement to the extent permitted by applicable law.
13.9. No claim for liability arising from delivery of Goods which are non-conforming may be made after the expiry of one hundred and eighty (180) days from the date on which the Buyer actually received the Goods, except in cases of death or personal injury, gross negligence or willful misconduct.
14. Confidentiality
The Seller and the Buyer undertake not to pass on or disclose to third parties any information concerning the terms and conditions of the contract, orders and their acceptance, prices, sketches, all written documents relating thereto and other business secrets brought to the Seller's knowledge in connection with the conclusion and execution of the order, unless the relevant information was already in the public domain when the order was concluded or this is done at the request of an authorized authority and on condition that the Seller is notified in writing in advance so that, if it so wishes, it has the opportunity to contest this request.
15. Intellectual property
15.1. The intellectual property rights to the goods shall remain the sole property of the Seller.
15.2. The Buyer is not entitled to identify the Seller, use its name or logo or provide any other information about the Seller, except in the following cases:
15.2.1. To the extent required by applicable law, in particular, if necessary, to designate him as a provider vis-à-vis the competent authorities.
15.2.2. With the prior written and signed consent of the Seller.
16. Authorization
The seller may transfer the fulfillment of his obligations in whole or in part to an authorized representative.
17. Retail and wholesale
The buyer is entitled to resell the goods at retail provided this is done in accordance with the law. The buyer is not entitled to resell the goods wholesale or export them from Switzerland without prior agreement with the seller.
18. Notifications
Notices required in connection with these GTC or the law applicable to them shall be given in writing to the party to whom they are owed. They shall either:
18.1. Hand delivered to the recipient.
18.2. Sent by registered letter with acknowledgement of receipt.
18.3. Transmitted by e-mail (in these cases, receipt must be confirmed in writing).
19. Duration
The terms calculated in days are given in calendar days and not in working days, unless explicitly defined otherwise. A due date that falls on a public holiday is postponed to the next non-public holiday.
20. Non-enforceable provision
If any provision of these Terms and Conditions and the Order is declared invalid or unenforceable by a court or competent governmental authority:
20.1. If the parties undertake to negotiate in good faith (bona fides) in order to adapt the provision in question and/or its application and/or to make it valid and enforceable in such a way that it closely and practically corresponds to the original intention of the parties.
20.2. The other contractual provisions shall in no way be affected or diminished in their effectiveness.
21. Miscellaneous
The contract consisting of these GTC and the order constitutes the entire agreement between the parties in relation to the order. It supersedes and cancels all previous oral or written agreements between the parties on this subject. In the event of any ambiguity or inconsistency between these GTC and the Purchase Order, the express terms of the Purchase Order that differ from these GTC shall prevail.
22. Applicable law and obligations
The parties undertake to comply with applicable law and to take the appropriate measures in relation to integrity and transparency, the setting of the sales price and the granting of benefits to healthcare professionals, and the Buyer undertakes to inform the Seller of the obligations that would apply to it in these areas.
23. Governing law
This contract shall be governed by Swiss law and the competent Swiss courts shall have exclusive jurisdiction over it.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
