INNOVATIVE MEDTECH DISTRIBUTION & ACADEMY SA
General Terms and Conditions of Sale
Part A — General Provisions
1. Identity of the Seller
These General Terms and Conditions of Sale (“GTC”) are issued by:
Innovative MedTech Distribution & Academy SA (« IMDA »)
Pas de l'Ours, 3963 Crans-Montana, Suisse
Commercial Register of the Canton of Valais: CH-626.3.022.601-1
UID / VAT No.: CHE-475.398.272 VAT
Email: order@imda.swiss · Telephone: +41 79 927 08 48
2. Scope and Definitions
These GTC apply to all orders placed with IMDA, in particular via its website. Any deviating terms and conditions of the customer shall apply only if IMDA has accepted them in writing.
For the purposes of these GTC:
- Private Customer: any natural person who places an order for predominantly private purposes unrelated to any professional or commercial activity.
- Professional Customer: any natural or legal person who places an order in the course of their professional activity, in particular physicians, clinics, medical practices, beauty institutes, beauticians and resellers.
Part A applies to all customers. Parts B and C set out the rules specific to Private Customers and Professional Customers respectively. In the event of any inconsistency, Parts B and C shall prevail over Part A.
3. Acceptance and Amendment of the GTC
The customer accepts these GTC by ticking the box provided for this purpose before submitting the order. The GTC may be viewed, downloaded and printed at any time on the website; they are also attached to the order confirmation.
IMDA may amend these GTC at any time. The applicable version is the one in force on the date of the order.
4. Products and Product Information
IMDA markets medical devices, cosmetic products, equipment and related accessories.
The essential characteristics of the products (composition, indications, intended purpose, contraindications, storage conditions) are those stated by the manufacturer on the labelling and in the instructions for use. Photographs and illustrations on the website are not contractually binding; slight differences in colour or packaging may occur.
Offers are valid while stocks last.
5. Products Reserved for Professionals
Certain products, in particular medical devices and products intended for use in medical practices or beauty institutes, are reserved for Professional Customers in accordance with applicable legislation, in particular the Medical Devices Ordinance (MedDO). They can only be viewed and ordered from the professional area of the website once the account has been approved.
To open a professional account, the customer shall provide the supporting documents requested by IMDA (e.g. GLN number, ZSR/RCC number, UID number, diploma or licence to practise). The customer undertakes to ensure that this information is accurate and up to date and to notify IMDA of any change.
IMDA may refuse, suspend or cancel an order or an account where professional status has not been demonstrated or where the intended purpose of the product is not respected.
6. Orders and Conclusion of the Contract
The presentation of products on the website does not constitute a binding offer. The ordering process comprises the following steps:
a) selection of products and adding them to the shopping cart;
b) login or creation of a customer account;
c) choice of delivery method and payment method;
d) order summary, allowing the customer to check and correct any input errors;
e)acceptance of the GTC and submission of the order with an obligation to pay.
Upon submission, the customer receives an acknowledgement of receipt by email. This acknowledgement does not constitute acceptance of the order. The contract is concluded when IMDA confirms acceptance of the order by email or, at the latest, upon dispatch of the products.
IMDA may refuse an order, in particular in the event of products being out of stock, an obvious error in price or description, suspected fraud, previous non-payment or non-compliance with Article 5. Any amount already paid will then be refunded in full.
7. Prices
Prices are stated in Swiss francs (CHF). The rules on price display (including or excluding VAT) are set out in Parts B and C. Delivery charges are shown separately before the order is submitted.
The applicable price is the price displayed at the time of the order. In the event of an obvious pricing error, IMDA shall not be bound and shall inform the customer, who may either confirm the order at the correct price or cancel it free of charge.
8. Payment
The available payment methods are indicated during the ordering process. IMDA may make the performance of an order conditional upon advance payment.
The products remain the property of IMDA until the price has been paid in full. In the event of late payment, IMDA may, after granting the customer an additional period for performance, withdraw from the contract and demand the return of the products (Art. 214 CO).
9. Delivery
IMDA delivers within Switzerland and Liechtenstein. Deliveries abroad are possible on request; in that case, customs duties, taxes and import formalities shall be borne by the customer, who shall ensure that the products may lawfully be imported into and used in the country of destination.
Delivery times are provided for information purposes only. In the event of a significant delay, IMDA will inform the customer. If the delay exceeds 30 days beyond the announced delivery time, the customer may cancel the order and obtain a refund of the amounts paid.
Products requiring special storage conditions (temperature, protection from light) are shipped in suitable packaging. The customer shall ensure that they are able to take receipt of the delivery and shall comply with the storage conditions from the moment of receipt.
10. Inspection upon Receipt
The customer shall check the condition of the packaging in the presence of the carrier and, where applicable, notify the carrier of any reservations. The customer shall then inspect the contents of the parcel and notify IMDA by email, with supporting photographs, of any damage, missing products or incorrect delivery within the time limits set out in Parts B and C.
11. Commercial Right of Return (30 Days)
Swiss law does not provide for a general right of withdrawal for online purchases. However, IMDA voluntarily grants its customers a 30-day right of return from receipt of the products, subject to the following conditions:
- the return is notified in advance by email to IMDA, which will provide a return number and the return address;
- the products are returned in their original packaging, unopened, unused and complete, with their seals, instructions for use and accessories, together with a copy of the invoice;
- the products are returned within 30 days of receipt (the date of dispatch of the return being decisive).
The following are excluded from the right of return, unless there is a defect or a delivery error attributable to IMDA:
- products whose packaging, seal or sterile packaging has been opened or damaged, for reasons of hygiene and safety;
- products requiring refrigerated storage or storage under controlled temperature conditions;
- equipment and devices that have been put into service;
- products specially ordered or customised at the customer's request.
Return shipping costs shall be borne by the customer. After receiving and inspecting the products, IMDA will refund the price of the returned products within 14 days, using the payment method used for the order. The original delivery charges are not refunded. If the returned products do not meet the above conditions, IMDA may refuse the return or deduct from the refund an amount corresponding to the loss in value.
Products purchased as part of a bundle or promotional offer may only be returned together with the entire bundle.
12. Warranty: General Principles
IMDA warrants that the products conform to their description and are free from defects at the time of delivery, in accordance with Articles 197 et seq. of the Swiss Code of Obligations (CO). The warranty period and the time limits for notification of defects are set out in Parts B and C.
The warranty does not cover defects resulting from use not in accordance with the intended purpose or the instructions for use, improper storage, accident, modification, unauthorised intervention or normal wear and tear. The expiry of the use-by date or of the period of use after opening does not constitute a defect.
Any commercial warranties offered by the manufacturer are in addition to, and do not limit, the customer's statutory rights.
13. Use of Medical Devices and Cosmetic Products
The products must be used in accordance with their intended purpose, their instructions for use and the manufacturer's recommendations. Professional Customers are solely responsible for the indication, the information provided to and the consent obtained from their patients or clients, and for compliance with the rules of their profession.
Results obtained with cosmetic or aesthetic products vary from person to person and cannot be guaranteed. Any serious incident involving a medical device must be reported to IMDA without delay so that the materiovigilance obligations can be complied with.
14. Liability: General Principles
IMDA shall be liable without limitation in cases of wilful misconduct or gross negligence, in cases of injury to life, body or health, as well as under the Federal Act on Product Liability (PLA) and any other mandatory statutory provision.
In all other cases, IMDA's liability is limited in accordance with Parts B and C, to the extent permitted by law.
15. Force Majeure
IMDA shall not be liable for any non-performance or delay in the performance of its obligations resulting from an event beyond its control, in particular natural disasters, epidemics, decisions of public authorities, customs blockages, strikes, or the failure of a supplier or carrier. If the impediment lasts more than 60 days, either party may terminate the order concerned; amounts already paid for services not performed shall be refunded.
16. Specific Contracts
The rental, leasing and provision of equipment, as well as distribution agreements, are governed by separate contracts, which shall prevail over these GTC. Training courses offered by IMDA Academy are governed by their own terms of participation.
17. Data Protection
IMDA processes its customers' personal data in accordance with the Federal Act on Data Protection (FADP) and its Privacy Policy, which is published on the website. Data required for the performance of the order is disclosed to the service providers concerned, in particular carriers, payment service providers and, where applicable, the receivables financing company referred to in Article 21.
18. Languages
These GTC are available in French, German, Italian and English. In the event of any discrepancy, the French version shall prevail.
19. Severability
If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the valid provision that comes closest to the intended purpose.
Part B — Private Customers
20. Rules Specific to Private Customers
Prices
Prices displayed to Private Customers are final prices, including Swiss VAT. Delivery charges are shown separately before the order is submitted.
Payment
Orders placed by Private Customers are payable in advance, at the time of ordering, by one of the payment methods offered on the website. The products are shipped after receipt of payment.
Transfer of Risk
The risk of loss of and damage to the products passes to the Private Customer upon handover of the products by the carrier.
Inspection and Warranty
The Private Customer shall notify any apparent damage, missing products and delivery errors within 10 days of receipt, and any hidden defects immediately upon their discovery.
The warranty period is two years from delivery (Art. 210 CO). In the event of a defect, the customer may demand replacement of the product or, in the case of equipment, its repair. If replacement or repair is impossible or fails, the customer may claim a price reduction or rescission of the sale.
Liability
Subject to Article 14, IMDA shall be liable to the Private Customer in accordance with the statutory provisions. Its liability for indirect damage caused by slight negligence is excluded to the extent permitted by law.
Place of Jurisdiction
The Private Customer may bring proceedings before the court of their place of domicile or of IMDA's registered office; IMDA shall bring proceedings before the court of the customer's place of domicile (Art. 32 CPC).
Part C — Professional Customers
21. Rules Specific to Professional Customers
Prices
Unless otherwise stated, prices displayed in the professional area are exclusive of VAT. VAT is invoiced in addition at the statutory rate. Special pricing terms agreed in writing shall prevail over the displayed prices.
Payment
Unless otherwise agreed, invoices are payable net within 30 days of the invoice date, without discount. From the due date, default interest of 5% per annum is payable (Art. 104 CO) without any prior reminder. IMDA may suspend pending deliveries for as long as any overdue invoice remains unpaid.
IMDA may assign its receivables to a third party, in particular to a receivables financing (factoring) company. In such case, only payment made to the account indicated on the invoice shall discharge the customer.
Transfer of Risk
Risk passes to the Professional Customer upon handover of the products to the carrier.
Inspection and Warranty
The Professional Customer shall inspect the products immediately upon receipt. Any apparent damage, missing products and delivery errors must be notified in writing within 5 working days of receipt, and any hidden defects immediately upon their discovery. Failing such notification, the products shall be deemed accepted (Art. 201 CO).
The warranty period is 12 months from delivery, unless a longer warranty is granted by the manufacturer. In the event of a duly notified defect, IMDA shall, at its option, replace or repair the product or refund its price. Any other warranty claims are excluded, subject to Article 14.
Liability
Subject to Article 14, IMDA's liability for slight negligence is excluded. In any event, IMDA shall not be liable for indirect or consequential damage, in particular loss of profit, business interruption or third-party claims, and its liability is limited to the amount invoiced for the order concerned.
The Professional Customer is responsible for complying with the obligations incumbent upon them as a user or reseller of medical devices and cosmetic products. The Professional Customer shall indemnify and hold IMDA harmless against any third-party claims arising from improper use of the products.
Resale
The resale of products to third parties requires IMDA's prior written consent. Products reserved for professionals may under no circumstances be resold to the general public.
Part D — Governing Law and Jurisdiction
22. Governing Law and Jurisdiction
These GTC and all contracts concluded with IMDA are governed exclusively by Swiss law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, CISG) is excluded.
For Professional Customers, the exclusive place of jurisdiction is Crans-Montana, at IMDA's registered office. IMDA may also bring proceedings at the customer's registered office or place of domicile. Mandatory places of jurisdiction provided for by law, in particular Article 32 CPC for Private Customers, are reserved.