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1 – General information

These General Terms and Conditions of Sale and Delivery of Novasina AG, Lachen/SZ (hereinafter referred to as “Novasina”) apply to the entire Novasina product range and form an integral part of all purchase contracts concluded with the customer. Any terms and conditions of the customer 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 (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 is decisive for the scope and execution of deliveries and services. Materials or services not included therein will be charged additionally.

3.2 Novasina may make changes to the order confirmation if these 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 do 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 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 customer.

5 – Terms of payment

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

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

5.3 In the event of late payment, Novasina is entitled to charge interest on arrears at a rate of 6% p.a. In addition, without prejudice to its legal rights, Novasina is authorized 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 agreed in the contract. In the event of complaints, the customer is not entitled to withhold payment.

5.5 For software, the respective end customer receives 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. There is no transfer of ownership of the software, source code, algorithms, or underlying data structures. The resale of software licenses is only permitted 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 is no entitlement to specific functions, updates, or enhancements 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 customer 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 remain with Novasina. The customer 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 begins upon acceptance of the order by Novasina. If advance payment has been agreed, the delivery period begins upon receipt of payment.

7.2 Novasina will deliver the customer’s entire order at once, if at all possible. The customer agrees to accept partial deliveries.

7.3 The delivery period may be extended appropriately:

7.4 if payment agreements are not honored, letters of credit are opened too late, or the necessary import licenses do not arrive at Novasina on time.

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

7.6 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.

7.7 Delivery times are non-binding unless expressly agreed in writing as binding.
A delay in delivery does not entitle the customer 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 is provided at the request of the customer and at their expense.

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

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

8.3 The transfer of risk to the Buyer shall take place in accordance with the Incoterms® 2020 clause agreed between the parties.

8.4 Software and digital services are provided in their current state.
Novasina does not guarantee availability at all times or without interruption.
Novasina is entitled to change, expand, or discontinue software functions.

8.5 Services are 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 customer is responsible for complying with all applicable export, import, and customs regulations.

9 – Inspection and acceptance of delivery

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

10 – Warranty and liability

10.1 Novasina guarantees that the products it supplies are free from manufacturing and material defects.

10.2 Unless otherwise agreed, the warranty period is 24 months from the date of delivery. For wear parts such as measuring cells, protective filters, and calibration standards, the warranty only covers defects resulting from material or production faults. Complaints arising from improper use and/or handling are excluded from the warranty.

10.3 Products or parts that are proven to be defective will be repaired, replaced, or taken back in exchange for a credit note for the invoice amount by Novasina or a third party designated by Novasina, at the customer’s discretion. Novasina reserves the right to reduce this invoice amount by a lesser value before issuing a credit note. For replaced or repaired products or parts thereof, the warranty period shall recommence and shall last for 6 months from the date of repair or replacement.

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

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

10.6 All cases of breach of contract and their legal consequences, as well as all claims by the customer, regardless of the jurisdiction in which they are made, 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 dictate otherwise.

10.7 All cases of breach of contract and their legal consequences, as well as all claims by the customer, regardless of the jurisdiction in which they are made, 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 dictate otherwise.

10.8 In particular, Novasina shall not be liable for

• lost profits
• production losses
• downtime costs
• Audit results or regulatory decisions
• indirect or consequential damages

unless mandatory statutory provisions stipulate otherwise.

11 – Compliance and regulation

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

No guarantee is given for the fulfillment of regulatory requirements, official 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 regulation on to the end customer.

12 – Applicable law and place of jurisdiction

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

13 – Final provisions

13.1 Novasina does not recognize any terms and conditions of business, sale, or delivery other than these. The customer expressly waives its own general terms and conditions.

13.2 Acceptance of an order by Novasina does not imply its agreement with the customer’s terms and conditions, even if this is mentioned on the customer’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.