GTB

1 – General information

These General Terms and Conditions of Sale and Delivery of Novasina AG, Lachen/SZ, Switzerland, hereinafter referred to as “Novasina”, apply to the entire Novasina product range and form an integral part of all purchase contracts concluded with the Purchaser. Any terms and conditions of the Purchaser that deviate from these shall only be valid if they have been expressly accepted by Novasina in writing.

• “Products” refers to all devices, sensors, spare parts, accessories, and consumables supplied by Novasina.
• “Software” refers to all programs, firmware, applications, cloud-based services, updates, and extensions provided by Novasina.
• “Services” refers to maintenance, repair, calibration, training, and support services.
• “Consumables” refers in particular, but not exclusively, to measuring cells, filters, calibration standards, and other items.
• “Digital Content” refers to documentation, videos, training materials, and other electronic content.
• “Purchaser” refers to the natural or legal person who purchases products or software directly from Novasina.
• “End Customer” refers to the natural or legal person who uses products or software, regardless of whether these were purchased directly or indirectly through a distribution partner.

2 – Contract conclusion

The contract shall be deemed concluded when Novasina has confirmed acceptance of an order in writing after receipt of the order, by means of an order confirmation. Novasina reserves the right to reject orders without giving reasons.

Offers made by Novasina are non-binding unless they are expressly designated as binding. Information on prices, products, delivery times, and technical data is subject to errors and changes.

3 – Scope of delivery

3.1 The order confirmation shall be decisive for the scope and execution of deliveries and services. Materials or services not included therein shall be charged additionally.

3.2 Novasina may make changes to the order confirmation provided that such changes result in an improvement in quality or functionality.

3.3 Novasina is entitled to make changes to products provided that these are equivalent or functionally improved. Software updates, product revisions, or changes to the user interface shall not constitute a defect.

4 – Prices

4.1 Novasina sells its products at the prices specified in the price lists valid at the time the order is received.

4.2 Unless otherwise agreed, all prices are quoted net FCA Novasina Works Lachen, Incoterms® 2020, in Swiss francs, including standard packaging.

4.3 The Purchaser shall bear the costs of transport, insurance, any sales tax or other taxes, duties for export, transit, and import, and other permits, as well as costs for assembly, installation, commissioning, and maintenance.

4.4 Novasina reserves the right to change prices at any time. Price increases shall apply to orders placed on or after the date specified for the increase.

4.5 Unless otherwise agreed, invoices shall be issued in Swiss francs.

Any exchange rate differences, customs duties, local taxes, and levies shall be borne by the Purchaser.

5 – Terms of payment

5.1 Unless otherwise agreed, invoices from Novasina are payable in Swiss francs within 30 days from the invoice date.

5.2 Payments shall be made by the Purchaser at Novasina’s domicile to a bank designated by Novasina, without deduction of any cash discount, expenses, taxes, or fees of any kind.

5.3 In the event of late payment, Novasina is entitled to charge default interest at a rate of 6% p.a. In addition, without prejudice to its statutory rights, Novasina is entitled to withhold planned deliveries or to make them only against advance payment, cash on delivery, or the provision of other securities.

5.4 The customer is not entitled to make partial payments or to offset counterclaims, unless otherwise contractually agreed. In the event of complaints, the customer is not entitled to withhold payment.

5.5 For software, the respective End Customer shall receive a simple, non-exclusive, non-transferable license upon full payment. The license entitles the End Customer to use the software exclusively in connection with the corresponding Novasina products and in accordance with the intended purpose. No ownership of the software, source code, algorithms, or underlying data structures shall be transferred. The resale of software licenses is permitted exclusively through authorized Novasina distribution partners. Any further transfer or sublicensing by the End Customer is excluded. Novasina reserves the right to change, adapt, or further develop the scope of services, functionalities, and technical specifications of the software at any time, provided that this does not significantly impair its intended use. There shall be no entitlement to specific functions, updates, or extensions unless these have been expressly agreed in writing.

6 – Proprietary Right

Novasina retains ownership of the delivered goods until they have been paid for in full. The Purchaser is obliged to take the necessary measures to protect Novasina’s ownership of the goods and, in particular, to insure them against theft, breakage, fire, water, and other risks. All rights to software, algorithms, data structures, and digital content shall remain with Novasina. The Purchaser and the End Customer are not entitled to decompile, modify, pass on, or use the software for purposes other than those contractually agreed.

7 – Delivery Time

7.1 The delivery period shall begin upon acceptance of the order by Novasina. If advance payment has been agreed, the delivery period shall begin upon receipt of payment.

7.2 Novasina shall, where possible, deliver the customer’s entire order at once. The Purchaser undertakes to accept partial deliveries.

7.3 The delivery period may be extended appropriately:

7.3a if payment arrangements are not complied with, letters of credit are opened too late, or required import licenses do not arrive at Novasina on time.

7.3b if obstacles arise that Novasina cannot avert despite exercising the required care, e.g. events of force majeure. Such obstacles include, among others, epidemics, mobilization, war, revolutions, serious operational disruptions, delayed or defective delivery of raw materials, semi-finished products, or finished products by subcontractors, and natural disasters.

7.4 Products may only be returned with the prior written consent of Novasina. Novasina reserves the right to charge a processing or restocking fee of 20%. Custom-made and customer-specific products are excluded from return.

7.5 Delivery periods are non-binding unless expressly agreed in writing as binding. A delay in delivery does not entitle the Purchaser to claim damages, withdraw from the contract, or reduce the purchase price.

8 – Delivery, Transport and Insurance

8.1 The products are carefully packaged by Novasina. Special packaging shall be provided at the request of the Purchaser and at the Purchaser’s expense.

8.2 Unless otherwise agreed, transport shall be at the cost and risk of the Purchaser in accordance with Incoterms® 2020 FCA Novasina Works Lachen.

Upon prior written agreement with Novasina, delivery may be made under a different Incoterms® 2020 clause, in particular CPT, CIP, or DAP delivery address of the consignee. In such case, the freight costs incurred shall be recharged to the Purchaser.

8.3 The transfer of risk to the Purchaser shall take place in accordance with the respectively agreed Incoterms® 2020.

8.4 Software and digital services are provided in their respective “as is” condition.

Novasina does not guarantee availability at all times or without interruption.

Novasina is entitled to change, expand, or discontinue software functions.

8.5 Services shall be provided exclusively on the basis of separate service or maintenance agreements.

Services do not extend or renew warranty periods unless expressly agreed.

8.6 The Purchaser is responsible for compliance with all applicable export, import, and customs regulations.

9 – Inspection and acceptance of delivery

The Purchaser must inspect the delivery within 5 days of receipt and notify Novasina immediately in writing of any defects. If the Purchaser fails to do so, the deliveries and services shall be deemed approved.

10 – Warranty and liability

10.1 Novasina warrants that the products supplied by it are free from manufacturing and material defects.

10.2 Unless otherwise agreed, the warranty period shall be 24 months from the delivery date. The delivery date shall be the date on which the product leaves Novasina’s works or warehouse. For wear parts such as measuring cells, protective filters, and calibration standards, the warranty shall only apply to defects resulting from material or production faults. Complaints arising as a result of improper use and/or handling are excluded from the warranty.

10.3 Products or parts that are proven to be defective shall, at the Purchaser’s option, be repaired, replaced, or taken back against credit of the invoice amount by Novasina or by a third party designated by Novasina. Novasina reserves the right to credit this invoice amount reduced by any depreciation in value. For replaced or repaired products or parts thereof, the warranty period shall restart and shall last for 6 months from the date of repair or replacement.

10.4 The warranty shall expire prematurely if the Purchaser or third parties carry out improper modifications or repairs, or if the Purchaser does not immediately take all measures to mitigate the damage and give Novasina the opportunity to remedy the defect.

10.5 In the event of defects in material, design, or workmanship, or in the absence of warranted characteristics, the Purchaser shall have no rights or claims other than those expressly stated in Articles 10.2 and 10.3.

10.6 All cases of breach of contract and their legal consequences, as well as all claims of the Purchaser, irrespective of the legal basis on which they are asserted, are conclusively regulated in these Terms and Conditions. In particular, all claims for damages, reduction, cancellation of the contract, or withdrawal from the contract that are not expressly mentioned are excluded. Liability for consequential damages is excluded, unless mandatory liability provisions provide otherwise.

10.7 Measurement deviations resulting from improper use, environmental influences, sample properties, lack of maintenance, or failure to observe operating instructions shall not be deemed defects. The warranty does not extend to calibrations, drift, or deviations outside the specified operating conditions.

10.8 Novasina shall in particular not be liable for:

• loss of profit
• production losses
• downtime costs
• audit results or regulatory decisions
• indirect or consequential damages

unless mandatory statutory provisions provide otherwise.

10.9 For Lab Instruments, Novasina offers a voluntary warranty extension to a total of five years. This warranty extension can be registered on the Novasina Universe platform on the Novasina website and is governed separately by the Terms and Conditions available there.

11 – Compliance and regulation

Novasina’s products and software solutions are designed to support applications within the framework of regulatory requirements such as [ISO], [USP], and [GMP].

No guarantee is given for the fulfilment of regulatory requirements, regulatory approvals, audit results, or the conformity of the Purchaser’s processes.

The End Customer is solely responsible for the correct use of the products, compliance with regulatory requirements, and validation in the respective application. The Purchaser is obliged to pass this provision on to the End Customer.

12 – Applicable law and place of jurisdiction

This contract shall be governed by substantive Swiss law, excluding the Vienna Sales Convention. The place of jurisdiction shall be the registered office of Novasina AG.

13 – Final provisions

13.1 Novasina does not recognize any business, sale, or delivery terms and conditions other than these. The Purchaser expressly waives its own General Terms and Conditions.

13.2 Acceptance of an order by Novasina does not imply its agreement with the Purchaser’s terms and conditions, even if these are mentioned on the Purchaser’s order forms.

13.3 The invalidity of individual parts of these General Terms and Conditions of Sale and Delivery shall not affect the validity of the remaining provisions.