General Terms and Conditions of Sale Bien-Air Dental SA
1. Validity
Unless otherwise agreed in writing, these General Terms and Conditions of Sale shall apply to all transactions between Bien-Air Dental SA and the buyer. In placing an order, the buyer is deemed to have accepted these General Terms and Conditions of Sale. Any condition put forward by the buyer that contradicts these General Terms and Conditions shall only apply if Bien-Air Dental SA accepts it, expressly and in writing. Local Terms and Conditions of sale, warranty and delivery are available from Bien-Air Dental SA subsidiaries.
2. Offers and orders
Our written offers are valid for three (3) months from the issue date, unless the offer itself contains another validity period. After receiving the order, Bien-Air Dental SA will send an order confirmation to the customer. The order confirmation does not need to be signed and can also be sent by e-mail.
3. Prices
Our prices are net, ex works and exclusive of tax. All ancillary costs for packaging, shipment, establishing certificates or notarized documents and any other similar costs are invoiced to the customer. A CHF 20 surcharge may be invoiced if the invoice amount is less then CHF 100. Bien-Air Dental SA reserves the right to modify prices without notice.
4. Risks and costs (for dealers only)
The buyer shall be responsible for the goods as soon as they leave the factory (EXW), unless other provisions are contained in the contract (Incoterms 2010).
5. Regulatory authorization (for dealers only)
It is also the buyer's responsibility to obtain regulatory authorization for products in the relevant territory. Depending on Bien-Air Dental's decision and documentation, the buyer agrees to apply for, obtain and keep up to date all licenses, approvals and certificates of registration on behalf of Bien-Air Dental for the purposes of importing products in accordance with the laws applicable in the territory. Proof of approval should be kept by the buyer at item level. All proof of approval (certificates, databases) should be sent to Bien-Air Dental when received from the local authorities.
Each communication relating to Bien-Air Dental products must be sent to Bien-Air Dental, which will manage all correspondence.
6. Delivery time
Delivery times shall be complied with insofar as possible, provided that the buyer supplies all the documents necessary for shipment, within the deadlines required by Bien-Air Dental SA. Cases of force majeure shall discharge Bien-Air Dental SA of all obligations. Any claim for damages shall be excluded in the event of a delivery delay unless there is serious negligence on the part of Bien-Air Dental SA.
7. Reservation of ownership
The goods delivered shall remain the property of Bien-Air Dental SA until full payment of the corresponding invoice.
8. Receiving and checking goods
The buyer is obliged to check the goods received within 8 days following their receipt. If the goods are not checked within the period mentioned above, the customer shall be deemed to have accepted the goods, barring hidden defects. The defect notice must be received in writing by Bien-Air Dental SA within the aforementioned period and must contain the customer's name, the date of purchase, and the product reference and serial number.
In the event of complaints, Bien-Air Dental SA or its authorized representative shall repair or replace the product free of charge, after analyzing whether the complaint is justified. All other complaints of any kind whatsoever, particularly claims for damages, are excluded, except in the case of intent or gross negligence.
9. Storing products (for dealers only)
The buyer agrees to employ the most up-to-date methods for storing and distributing medical devices, including during transport, to ensure that
10. Traceability (for dealers only)
The buyer must retain complete, accurate and up-to-date documentation for product sales and related transactions for sixteen (16) years from the delivery date to guarantee the permanent traceability of each product in the supply chain. The document file must contain at least:
11. Terms of payment
Based on a written agreement in the quote or the confirmation of order. In the event of late payment, interest on arrears will be invoiced in accordance with the rate of prevailing interest as published by Swiss banks. If the payment date agreed by the parties is not adhered to, the customer will automatically receive formal notice.
12. Payment by credit card
Direct payment is accepted with Visa, Eurocard, Mastercard and American Express credit cards. Credit card company commission is invoiced separately.
13. Order cancellation
All order cancellations (prior to delivery) must be approved by Bien-Air Dental SA.
14. Returning goods
Bien-Air Dental SA only accepts returns in good condition and in the original packaging accompanied by the invoice. Returns are not accepted without prior notice.
15. Liability
Bien-Air Dental SA may only be held liable in accordance with these General Terms and Conditions of Sale, and under the terms of the legal provisions concerning product liability and as a "manufacturer" within the meaning of Dir. 93/42/EEC covering medical devices and "manufacturer" within the meaning of Machinery Directive 2006/42/EC.
The customer has sole liability for choosing products and services which meet his needs. As a professional, the customer must check the conditions of use of the products, in particular the use intended by Bien-Air Dental SA, contra-indications or warnings and, where necessary, expiry dates.
Otherwise, and except in case of intent or gross negligence, Bien-Air Dental SA shall not be held liable. In particular, the company cannot be held liable for damage or injury and the consequences thereof, resulting from:
The buyer is not permitted to modify any product in any way whatsoever, under any circumstances. The buyer agrees only to sell products to customers in their original packaging as supplied by Bien-Air Dental. Any breach of this article shall invalidate the warranty and Bien-Air Dental's regulatory liability concerning the modified product.
16. Warranty
Only proven material or manufacturing defects on the goods supplied shall be categorized as defects. The warranty periods are valid from the invoice date.
The warranty periods are indicated in the products' instructions for use.
In any case, the warranty becomes null and void if the product is not properly serviced or is modified by third parties not authorized by Bien-Air Dental SA. In case of dispute as to whether or not the defect exists, it shall be incumbent on the customer to prove the existence of the defect. Warranty claims shall be taken into consideration only upon presentation, with the product, of a copy of the invoice or delivery note, which should clearly indicate the date of purchase and the product reference and serial number.
In addition to the standard Bien-Air warranty, Bien-Air's full cover insurance programs (hereinafter referred to as CASCO) cover wear parts and any material damage caused to products (e.g. product accidentally dropped on the floor). Bien-Air reserves the right not to honor the warranty in case of misuse. Full cover programs do not cover damage resulting from excessive or improper use, failure to follow the operating, assembly or maintenance instructions, unusual chemical, electrical or electrolytic influences, incorrect air, water or electrical connections, or any other use outside the intended use for the dental sector. Full cover programs are valid from the date the program was purchased. Registration for the "CASCO" program must be completed within 10 days of the product purchase date. The receipt for the product covered by "CASCO" must be retained as proof of purchase and to validate the cover.
"CASCO" programs are only available for Turbine and Contra-Angle families. Bien-Air micromotors are not included in this program.
17. Post-market surveillance
Reporting incidents: the buyer must immediately report any incident which has caused or is likely to cause harm to a patient, user, or third party linked to Bien-Air Dental SA. As a manufacturer of medical devices, Bien-Air Dental SA is responsible in the last instance for notifying the competent authorities with regard to issues arising in connection with product safety.
In the event of complaints concerning claimed product malfunctions or defects, the buyer or his representative/agent agrees not to issue any declaration as to the cause without the prior consent of Bien-Air Dental and in the absence of formal analysis by Bien-Air Dental with regard to the claimed product malfunctions or defects. In any case, the buyer or his representative/agent agrees not to issue any declaration whose content differs from or supplements the conclusions of Bien-Air Dental.
18. Corrective actions concerning safety in the field
Bien-Air Dental has the exclusive right, and shall be solely responsible for implementing and coordinating corrective actions relating to safety in the field or any other corrective action concerning the products. Upon receipt of a notification for corrective action from Bien-Air Dental, the buyer agrees to uphold and follow Bien-Air Dental's instructions in order to comply with the applicable regulations. These instructions may include, without being limited to, freezing of existing stock of affected products, communication with customers, organizing collection of affected products and their disposal or dispatch to Bien-Air Dental.
If notification of an incident to the competent authorities and/or a corrective action concerning safety in the field (including, but not limited to: product recalls, modifications relating to the product's instructions for use, software updates, etc.) is/are required by the law applicable in the territory concerned, the buyer agrees to assist Bien-Air Dental in all necessary actions relating to local compliance and the provision of proof. There may be legal implications if the buyer fails to meet the relevant obligations concerning post-market surveillance for the territory concerned.
19. Partial invalidity
Should one of the provisions of these General Terms and Conditions prove invalid, the other provisions will remain valid. The parties agree to replace the invalid provision with a valid provision equivalent to the economic value of the original provision.
20. Applicable law – Jurisdiction
This version of the General Terms and Condition supersedes all previous versions.
Swiss law (Code of Obligations) shall be applicable in addition to the general terms and particular agreements between the customer and Bien-Air Dental SA. Jurisdiction: 2504 Bienne, Switzerland.
Bienne, July 2018
SU 721-270 Rev. 0002 – 10.07.18 [AC]