§1 Validity of the conditions

The offers, deliveries, services and invoices of INNOVAL PHARMA AG, hereinafter referred to as IPAG, are made exclusively on the basis of these General Terms and Conditions, hereinafter referred to as GTC. The GTC do not have to be agreed again when ordering/service. With the order of the goods or services, the GTC are considered accepted and not contested in any point.

Own or general terms and conditions of legal or private persons, hereinafter referred to as customers, are not and will not be recognized by IPAG, they do not become part of a goods and/or services purchase agreement/purchase contract with IPAG and are in any case ineffective. The customer expressly agrees to this.

Deviations from these GTC are only effective if IPAG confirms them contractually in writing with two currently valid signatures of the management.

The GTC can be viewed online at any time at www.innoval.ch.

§2 Offer and conclusion of contract

Publicly made offers of IPAG such as flyers, advertisements, price lists, etc. are subject to change and are non-binding. Printed representations of products and/or services and/or the presentation of such in online stores of IPAG or on other online facilities do not constitute legally binding offers, but are merely non-binding catalog advertisements.

By placing a written order by email and/or letter and/or by clicking on the button "Order now" / "Order", the customer places a legally binding order for his named articles and/or services or a legally binding online order for the articles (goods and/or services) in the shopping cart, acknowledging these GTC.

IPAG may confirm customer orders by sending an order confirmation, hereinafter referred to as AB, or accept them by delivering the goods within a practically applicable delivery period from receipt of the order (contract acceptance). The contract thus concluded is stored electronically by IPAG.

Customers receive a representation of the contract content either in the context of a AB in text form by e-mail or in printed form by letter. In addition, the delivery of the goods is accompanied by a delivery bill, hereinafter referred to as LS, with the presentation of the delivery content.

§3 Prices, terms of payment

The prices stated in the AB are decisive. These are fixed for goods in stock at the time of the order. In the event of delivery bottlenecks and domestic and foreign procurement, the daily prices of the relevant articles and/or services on the day of the order shall apply. The prices are inclusive of statutory value added tax and exclusive of transport costs. From a quantity of the goods to be delivered to be agreed in writing, deliveries can be made free of transport costs. This must in any case be confirmed in writing by IPAG to the customer as exempt from transport costs.

If a customer exceeds its credit limit by placing an order, IPAG may at any time require full or partial prepayment. If a customer does not make the advance payment of any kind required by IPAG, or makes it only in part, IPAG is completely released from any delivery of the goods or provision of the services and from any claims for compensation of any kind.

The terms of payment can be agreed individually. In the absence of a special agreement, twenty days shall apply strictly net without deductions. The interest on arrears for outstanding payments is five percent.

§4 Delivery and performance time

IPAG endeavors to meet deadlines and delivery periods. However, dates and delivery periods are not binding unless expressly agreed otherwise in writing. In order to be binding, binding dates and delivery periods must bear two currently valid signatures of the management, otherwise the dates and delivery periods remain non-binding. Even in such cases, the binding specification of specific delivery periods and delivery dates by IPAG agreed in writing is without exception subject to the correct and timely delivery/inspection of IPAG by suppliers, manufacturers, logisticians, customs, etc. The delivery periods and delivery dates are not binding. IPAG is completely exempt from compensation of any kind in the event of delivery delays of any dimension.

§5 Default of acceptance

If, after expiry of a period of grace granted to the customer, the customer refuses to accept the goods or services or declares that he does not wish to accept the goods and/or services, IPAG may refuse to perform the contract and claim damages for non-performance. IPAG is entitled to demand either a flat rate of twenty-five percent of the agreed purchase price or compensation from the customer for the actual damage incurred.

§6 Delivery, transport, insurance

IPAG may submit a transport proposal to the customer. The purchase transaction is to be understood as an "ex factory" service in terms of price and operation, the choice of logistics company, transport costs and transport insurance are the choice and responsibility of the customer.

Upon delivery, the accessibility for delivery of the goods to the delivery address must be ensured by the customer. Upon delivery, an immediate and mandatory check by the customer must take place. Visible quantity differences must be reported to IPAG in writing immediately upon receipt of the goods, hidden quantity differences must be reported to the logistics company within two working days of receipt of the goods. Complaints regarding damage, delay, loss or damaged/destroyed packaging must be reported to the logistics company in writing and, if necessary, with photographic documentation immediately before completion of the delivery process.

In the case of postal delivery, the customer can choose before completing the payment process whether to instruct the postal logistics company, currently SwissPost, to "deposit in the drop box or at the front entrance". However, the risk of damage and/or loss is borne by the customer. IPAG is not liable for the consequences of these operations, even partially.

In the case of postal shipments, IPAG sends the ordered items by A Mail, shipments are insured up to the insurance benefit amount declared by SwissPost and valid at that time. Customers can insure their shipments higher at their own request, the desired insurance amount must be notified to IPAG when placing the order.

§7 Transfer of risk

The risk shall pass to the customer as soon as the consignment has been handed over by IPAG to the company/person carrying out the transport. If the transport is delayed or becomes impossible through no fault of IPAG, IPAG shall not be liable after the goods have been handed over. IPAG's liability ends when the goods are handed over to the logistics company. The risk is then transferred to the customer. Any assumption of transport costs by IPAG agreed in individual cases does not affect this transfer of risk.

§8 Warranty, time limits

The warranty period begins with the date of shipment to the customer. The warranty period is limited and applies at most until the expiry date specified by the manufacturer and/or supplier, unless otherwise agreed in writing.

If the storage and handling instructions are not followed, any warranty on the part of the manufacturer/supplier and/or on the part of IPAG shall lapse. This also applies if the reported defect is due to improper use and / or in the case of applications for areas other than those intended by the manufacturer / supplier.

Insignificant deviations from warranted characteristics of the goods shall not trigger any warranty rights/obligations. Liability for normal wear and tear, including protective packaging, is excluded. Only the direct purchaser is entitled to warranty claims against IPAG and these are not assignable and not transferable, not even in partial areas.

§9 Returns

Delivered items are generally not taken back. The customer expressly agrees to this. In cases of articles damaged during transport, the customer will handle the issues and solutions regarding liability, replacement delivery and financial compensation directly with the chosen logistics company itself.

Any return of items by the customer to IPAG requires the prior consent of IPAG and is at the customer's expense and risk in terms of transport. Any justified warranty on the part of IPAG is limited exclusively to the replacement of the delivered items, provided that the manufacturer / supplier as the origin of the delivered items gives its written consent and bears the corresponding costs.

§10 Purchase contract, retention of title, goods subject to retention of title

The delivered goods (goods subject to retention of title) remain the property of IPAG until full payment of all claims arising from the purchase agreement. On the day following full payment of all claims in accordance with a valid credit note issued by IPAG's bank, the goods subject to retention of title become the property of the customer.

The customer undertakes, as long as ownership has not yet passed to him, to treat the goods subject to retention of title with care and to insure them at his own expense against fire, water and theft damage and other possible damage at the relevant location sufficiently at replacement value, insurance deductibles to be borne by the customer.

If the goods subject to retention of title are seized or if they are subject to other interventions by third parties, the customer is obliged, as long as ownership has not yet passed to him, to notify the third party in writing and in a binding manner of the seller's ownership rights and to notify IPAG immediately in writing so that IPAG can enforce its ownership rights to the goods subject to retention of title. The customer is liable to IPAG for any court or out-of-court costs incurred in this connection, unless the third party is able to reimburse IPAG for these costs within the time limit (payment deadlines for court costs and out-of-court costs).

The customer expressly agrees to this.

§11 Payment

Payments are only possible by bank transfer or credit cards. As soon as the responsible bank and/or credit institution has authorized the payment transaction or the partial payment transaction and notified IPAG of the authorization or the credit note, the IPAG-internal triggering of the order, setup and delivery processes takes place.

§12 Ban on offsetting

The customer is not entitled to set off claims of any kind asserted by him in whole or in part against outstanding claims of IPAG or its contractors. Any settlement by offsetting is therefore excluded. The customer expressly agrees to this.

§13 Failure of the delivery performance and/or the services

If the provision of materials and/or services by the IPAG or its contractors due to force majeure such as epidemics, pandemics, riots, war, natural disasters and similar events and/or due to the failure of third-party services and/or due to the failure of the hardware or software of IPAG or its contractors is disrupted, impaired, impeded, delayed or rendered impossible, the obligation to provide services by IPAG or its contractors shall be suspended.

Disruptions of this kind do not entitle customers to claim damages for any services already paid for or beyond. The IPAG will in such a case refund any payments already made for services and/or material deliveries that cannot be provided in full within a reasonable period of time, but within a maximum of three months, without interest.

In the case of online transactions, the refund is limited to a single payment transaction in the event of failures of this kind. The customer is required not to make any further attempts if the payment transaction fails and to notify IPAG in writing of the failed payment transaction.

§14 Returns due to non-delivery

If the postal requirements are not met, such as incorrect delivery address, insufficient accessibility, etc., the resulting direct and indirect damages and disadvantages shall be borne in full by the customer.

§15 Limitation of liability

Claims for damages arising from impossibility of performance, breach of contract, culpa in contrahendo and tort are excluded both against IPAG and against IPAG's agents, except in cases of wilful misconduct or gross negligence. IPAG accepts no liability for consequential damage arising from the use of the products. The customer expressly agrees to clarify any liability claims asserted directly with the manufacturer (origin of goods).

§16 Copyright and trademark rights

Copyrights and trademarks remain in any case and in any payment and/or delivery transaction the full property of the currently legal owners.

§17 Retention of title

In the case of contracts with legal entities, IPAG retains title to the goods until all existing or subsequently arising claims from an ongoing business relationship have been settled.

In the case of contracts with private persons (consumers), IPAG retains ownership of the goods until the purchase price has been paid in full. The consumer is obliged to handle the goods with care and to notify IPAG immediately of any access to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods.

Pledging or transfer of ownership by way of security is not permitted. If IPAG
demands the return of the goods with reference to the reservation of title, the customer's right to further use the goods expires.

§18 Data protection

Every customer / person is entitled to privacy protection as well as protection against misuse of their personal data (DSG). The totally revised Data Protection Act (DSG) and the implementing provisions in the new Data Protection Ordinance (DSV) and the new Ordinance on Data Protection Certifications (VDSZ) come into force on 1 September 2023. IPAG complies with these provisions in full and without reservation. Personal data is thus treated as strictly confidential and is neither sold nor passed on to third parties.

The following data is stored during online transactions and access to IPAG's websites: IP address, date, time, browser request and general transmitted information about the operating system or browser. This usage data forms the basis for anonymous statistical evaluations, which serve to improve the content offered. IPAG works with its hosting providers to protect the data as best as technically possible against unauthorized access, loss, misuse or falsification.

§19 Law, place of jurisdiction

Swiss law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and to the exclusion of
European law. The legal relationship shall be governed exclusively by Swiss law.

The place of jurisdiction is exclusively CH 6310 Stans (NW) for all disputes arising directly or indirectly from the contractual relationship, to the exclusion of any jurisdiction of the customer.

§20 Final provisions

Should individual provisions of these GTC be or become invalid or contestable in whole or in part, this shall not affect the validity of all other provisions or agreements. In place of an invalid provision, a valid provision shall be deemed to have been agreed which comes as close as possible to the purpose of the contract. This shall apply mutatis mutandis to loopholes requiring supplementation.