1 Scope of application

1.1 Principle
These General Terms and Conditions (GTC) apply to all deliveries and services provided by MP Medical Partner AG (hereinafter also referred to as "Seller") to its customers.

1.2 Binding nature and validity
These GTC apply if reference is made to them in the offer, in the order confirmation or in the ordering process.

Only the most recent version of the GTC published on the website at the time the contract is concluded shall apply.

Older versions - in particular in catalogs, price lists or other printed or digital documents - lose their validity with the publication of a new version on the website.

In the event of contradictions between different versions, the most recent version published on the website shall always apply.

1.3 Deviating terms and conditions
Deviating or supplementary terms and conditions of the customer shall only apply if they have been expressly recognized by the seller in writing.

1.4 Clientele
These GTC are primarily aimed at business customers (B2B), in particular doctors, hospitals, pharmacies, wholesalers and similar institutions.

In the case of contracts with consumers (B2C), these GTC apply mutatis mutandis, insofar as there are no mandatory statutory provisions to the contrary.

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2. offer and conclusion of contract

2.1 Offers
Offers, price lists, catalogs and online information are non-binding and subject to change and do not constitute binding offers. Errors, misprints and prior sale are reserved.

2.2 Conclusion of contract
Orders placed by the customer are deemed to be a binding offer to conclude a contract.

A contract is only concluded upon express acceptance by the seller, in particular by means of a written or electronic order confirmation.

In particular, communications by e-mail, delivery bill, invoice or in a comparable form shall be deemed to be an order confirmation.

The Seller reserves the right to refuse orders without giving reasons.

2.3 Changes
We reserve the right to make technical changes, design adjustments and changes to the product range at any time, provided that these are reasonable for the customer and do not significantly impair the essential contractual properties of the goods.

Minor deviations from illustrations, descriptions or specifications shall be deemed approved, provided they are customary in the trade.

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3. prices

3.1 Prices and price basis
The prices valid at the time of receipt of the order shall apply. All prices are quoted net in Swiss francs (CHF), excluding statutory VAT, ex warehouse of the seller (excluding packaging and shipping costs, unless otherwise agreed).

3.2 Prices in catalogs and online media
The prices published by the seller in catalogs, brochures or on the Internet are for information purposes only and do not constitute binding offers.

3.3 Price changes
Prices are subject to change without notice. Clause 17 applies to ongoing long-term or framework contracts.

3.4 Confidentiality
Prices and access data must be treated confidentially and may not be disclosed to third parties.

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4. delivery and shipping

4.1 Shipping and packaging
The shipping method, shipping route and packaging are determined by the seller. Packaging material will not be taken back.

4.2 Dispoboxes
Dispoboxes are the property of Swiss Post and must be returned by the customer to the deliverer or properly returned after receipt of the delivery.

The usual delivery times for the shipping methods are

• B Mail: usually 2 working days
• A Mail: usually delivery on the next working day
• Express (Moon): Delivery on the next working day by 09:00 (excluding Sundays and public holidays)

This information corresponds to the standard values of Swiss Post and is not binding.

4.3 Processing and dispatch
Orders placed by 16:00 are processed and dispatched on the same day, subject to availability. Delivery is made daily from the warehouse in Switzerland (excluding statutory rest days and public holidays), usually by parcel post.

4.4 Delivery and delivery times
Delivery within Switzerland is generally made within a few working days of receipt of the order, subject to timely and proper delivery by our own suppliers.

All delivery periods are non-binding unless they have been expressly guaranteed in writing as binding. In particular, delivery periods are not fixed dates.

The delivery period shall be extended appropriately if

:

• the customer or third parties are in arrears with their obligations to cooperate, or
• contractual obligations are not fulfilled, in particular in the event of non-compliance with the agreed terms of payment.

Withdrawal from the contract due to delay in delivery is excluded to the extent permitted by law.

4.5 Shipping costs:
All orders with a value of goods of CHF 250 or more are delivered postage-free (A Mail) throughout Switzerland (express deliveries or bulky goods excluded).

Below this value of goods and for special shipping methods, the shipping costs are charged as follows

:

Standard shipping:

• B Mail: CHF 8.-
• A Mail: CHF 10.-

Special shipping:

• Express (Moon): CHF 23.-
• Bulky goods: CHF 30.-
  

Express and special shipments as well as deliveries of bulky goods may differ from the flat rates; in such cases, the actual shipping costs will be charged.

4.6 Partial deliveries
In the case of orders with several items, delivery is always made collectively as soon as all items are available. Partial deliveries are only made by prior agreement.

4.7 Dispatch and delivery of order items
In the case of orders comprising several items, the entire order shall only be dispatched as soon as all items - in particular order items - are available. Partial deliveries shall only be made after prior agreement with the customer.

Order items are sent by B Mail as standard. shipped. At the express request of the customer, shipment can be made by A Mail for a corresponding surcharge.

4.8 Benefit and risk
Benefit and risk shall pass to the customer upon handover to the carrier. This also applies to partial deliveries.

4.9 Damage in transit
Damage in transit must be noted immediately upon delivery and reported to the seller immediately in writing and with corresponding photographic evidence.

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5 Delay in delivery and force majeure

5.1 Delivery dates
Delivery dates are non-binding unless expressly guaranteed in writing.

5.2 Delays in delivery
The Seller shall not be liable for delays in delivery, provided that there is no intentional or grossly negligent behavior

.

5.3 Force majeure
Events of force majeure, i.e. unforeseeable events beyond the Seller's control, such as in particular natural disasters, pandemics, epidemics, war, terrorism, riots, strikes, lockouts, delivery bottlenecks, official measures, transport or operational disruptions and other comparable events, shall entitle the Seller to extend the delivery periods appropriately or to withdraw from the contract in whole or in part.

5.4 Compensation for damages
In the event of force majeure, the Seller shall be entitled to extend delivery periods appropriately or to withdraw from the contract. Claims for damages are excluded to the extent permitted by law.

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6 Terms of payment

6.1 Terms of payment
Invoices are payable net within 30 days of the invoice date.

Any other terms of payment shall require express written agreement. Deviating terms and conditions of the customer shall only apply if they have been recognized by the seller in writing in advance.

6.2 Payment reminder and warning
If payment is not made within 30 days of the due date, the customer shall be in default. In this case, MP Medical Partner AG reserves the right to charge the customer reminder fees in addition to the invoice amount. While no fees are charged for the payment reminder, the reminder fees for:

1st reminder: CHF 5.00

2nd reminder: CHF 10.00

3rd reminder: CHF 20.00

In addition, default interest of 10 % per year will be charged

6.3 Collection
The vendor is entitled to assign outstanding claims to third parties (collection agencies) or to commission their collection. The customer expressly agrees to this.

6.4 Costs incurred
The customer shall bear all costs incurred as a result of late payment, in particular dunning, collection, debt collection and any legal costs.

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7 Retention of title

7.1 Ownership
The delivered goods remain the property of the seller until full payment has been made. The customer undertakes to treat the goods with care and to insure them adequately.

7.2 Retention of title
The seller is entitled to have the retention of title entered in the relevant register in accordance with the statutory provisions. The customer undertakes to provide the necessary cooperation, insofar as this is reasonable.

7.3 Rights of the customer
The customer is entitled to use or pass on the goods in the ordinary course of business.

7.4 Default of payment
In the event of default of payment, the seller is shall be entitled to demand the return of the goods subject to retention of title after prior written warning and notification, insofar as this is proportionate.

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8

.1 Obligation to inspect
The customer is obliged to inspect the delivered goods immediately upon receipt for completeness, correctness and any defects.

8.2 Reporting defects
Obvious defects must be reported in text form (e.g. e-mail) immediately, but at the latest within 3 working days of receipt, and if possible documented with photographic evidence.

8.3 Hidden defects
Defects that were not recognizable during a proper inspection (hidden defects) must be reported immediately after their discovery.

The notification must also comply with the requirements set out in section 8.2.

8.4 Late notification of defects
If the notification of defects is not made in due time, the goods shall be deemed approved and all warranty claims of the customer shall be excluded to the extent permitted by law.

8.5Burdenof proof
The customer bears the burden of proof for the existence and the time of discovery of the defect.

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9. Warranty

9.1 Principle
To the extent permitted by law, the customer has only the rights and claims expressly stated in this clause and in clause 15 (Liability) due to defects in deliveries or services.

9.2 Inspection and notification of defects
The provisions of clause 8 shall apply to the extent permitted by law.

9.3 Warranty claims
In the event of justified defects, the warranty is limited to replacement delivery or rectification at the discretion of the seller.

9.4 Exclusion of further claims
Further claims of the customer, in particular for damages, reduction or termination of the contract, are excluded to the extent permitted by law.

9.5 Manufacturingand material defects
In the event of a manufacturing defect or the use of unsuitable materials, the seller shall replace the affected products within a reasonable period of time.

9.6 Exclusion of warranty
The warranty shall not apply in particular in the event of improper use, storage or handling of the products by the customer or third parties.

9.7 Warranty period
The warranty period is 24 months from delivery.

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10. returns and returns

10.1 Principle
Returns will only be accepted with the prior consent of the seller and using the returns form provided for this purpose. The return does not automatically terminate the contract and must be made within 7 calendar days of approval.

The returns form is available at the following link:
https://www.docdroid.com/PTHybuD/retourenformular-pdf

10.2 Return conditions:
Unsuitable or erroneously ordered standard items will only be taken back under the following conditions:

• unused and unworn

• in their original packaging

• saleable

10.3 Exclusion of returns
Excluded from returns excluded are in particular:

• Custom-made products and individually configured products
• Products that are no longer saleable or obsolete
• Products with signs of use or contamination of any kind, in particular due to odors (e.g. smoke, perfume, skin care products or similar influences)
• Products with damaged, labeled or otherwise impaired original packaging that is no longer considered to be as good as new

10.4 Deductions and fees
The following deductions may be made for returns:

• 20% of the value of the goods if the packaging is damaged or not in perfect condition

• up to 50% of the value of the goods as a processing and restocking fee in exceptional cases

10.5 Refunds
Refunds will only be made in the form of a credit note. Shipping costs already incurred will not be refunded. This regulation applies to B2B customers. The statutory provisions apply to consumers.

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11. selection shipment

11.1 Right of return
The customer is entitled to return the goods received as part of the selection shipment within 10 days of receipt.

The condition is that the goods are returned unused, undamaged, in perfect condition and in their original packaging. The conditions set out in section 10 of these GTC shall apply.

11.2 Costs of return
The costs of the return shipment shall be borne by the customer, unless otherwise agreed.

11.3 Consequences of non-return
If the goods are not returned within the return period, they are deemed to have been approved and will automatically be invoiced.

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12. credit notes

12.1 Principle
Returns and complaints will be checked within 7 to 10 working days of receipt of the goods. A claim to the issue of a credit note shall only arise after successful examination and express acknowledgement by the vendor.

A credit note shall only be issued in the amount of the value of the goods. Shipping costs already incurred and other ancillary costs are expressly excluded from reimbursement.

In the event of a credit note, the corresponding amount will be credited to the customer's account. The customer will be informed of the issue of the credit note by e-mail or in another suitable written form.

12.2 Deduction / Offsetting
The customer is entitled to deduct the credited amount independently when the next invoice is issued.

When offsetting, the corresponding credit note must be clearly indicated (e.g. by stating the credit note number).

12.3 Payment of the credit note
The credit note amount can be paid out at the express request of the customer.

The payout is always made using the payment method originally used, unless otherwise agreed.

The customer is obliged to provide the payment data required for this (e.g. bank details) completely and correctly.

12.4 Validity
Unless otherwise agreed, credit notes are valid for 12 months from the date of payment. Date of issue valid.

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13. custom-made products and obligation to accept

13.1 Custom-made products
In the case of order-related production, there is a binding obligation to accept the entire agreed quantity. The written offer or order confirmation from the seller shall be decisive for the scope and execution of the delivery.

13.2 Release for production
Once the order confirmation has been issued, the order shall be deemed to have been released for production. Cancellation or modification is only possible from this point in time with the express written consent of the seller.

13.3 Obligation to accept
After scheduling or commencement of production, the Seller shall be entitled to insist on complete acceptance of the ordered quantity.

13.4 Non-acceptance
If the customer does not accept the goods or refuses to accept them in whole or in part, the seller shall be entitled to invoice the full agreed purchase price.

Costs already incurred may be invoiced additionally irrespective of this.

13.5 Right of return
There is no right of return for products with a purchase obligation.

13.6 Delayed delivery
The obligation to take delivery shall remain in force even in the event of delayed delivery, unless the delay is due to intentional or grossly negligent conduct on the part of the seller.

13.7 Partial deliveries
Partial deliveries are permitted.

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14. resale

14.1 Principle
In principle, the customer is free to resell the products purchased from the seller.

14.2 Sales channels and brand presence
For brands and products for which the seller has contractually agreed exclusive rights with the respective manufacturer, distribution via online platforms (e.g. Amazon, eBay, Ricardo, Galaxus or comparable marketplaces) is only permitted with the prior written consent of the seller, insofar as this is necessary to protect the brand positioning, product quality or contractual obligations to the manufacturer.

14.3 Objective reasons
Restrictions on resale are only permitted insofar as they are based on objectively justified reasons. Such reasons exist in particular if the restriction serves to maintain quality standards, comply with legal regulations or fulfill contractual obligations to manufacturers. All restrictions must be in accordance with the applicable provisions of competition law.

14.4 Infringement
In the event of serious or repeated infringement, the seller shall be entitled to terminate the business relationship after prior warning and to discontinue further deliveries.

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15 Liability

15.1 Principle
The Seller's liability shall be governed by the mandatory provisions of the Swiss Product Liability Act.

15.2 Limitation of liability
To the extent permitted by law, any further liability - regardless of the legal grounds - is excluded. This applies in particular to indirect damage, consequential damage and loss of profit, Business interruptions and damage from data loss.

15.3 Scope of liability
The liability of the seller is - as far as legally permissible - limited to the value of the goods of the respective delivery.

15.4 Exclusion of liability
Liability on the part of the seller is excluded in particular in the following cases

• improper use, storage or handling of the products by the customer or third parties
• non-compliance with product instructions or safety regulations
• tampering with or modifications to the products by the customer or third parties

15.5 Mandatoryliability
Liability for damage caused by intent or gross negligence on the part of the seller and for mandatory statutory liability is reserved.

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16. data protection

16.1 Data protection declaration
The applicable data protection declaration is an integral part of these GTC.

16.2 Retrievability
The current version of the data protection declaration can be retrieved at the following link:
https://medicalpartner.ch/pages/privatsphare-und-datenschutzerklarung

16.3 Acknowledgement and consent
By concluding the contract, the customer confirms that he has taken note of the data protection declaration and agrees to the processing of his personal data described therein, in particular for the execution of the contract.

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17. framework agreements and call-off orders

17.1 Scope of application
Framework agreements regulate the recurring delivery of products over a defined period of time at agreed conditions.

17.2 Binding nature
Framework agreements become binding upon written agreement. These GTC are an integral part, unless otherwise agreed.

17.3 Quantities and obligation to take delivery
Agreed minimum or target quantities are binding.
If these are not reached, the seller is entitled to

charge for any difference

in

quantity:

• to charge for any difference in quantities
  

17.4 Call-off orders
Deliveries are made on call. Call orders are binding and cannot be canceled.

17.5 Delivery periods
Delivery periods shall commence upon receipt of the call-off order. Partial deliveries are permitted.

17.6 Price adjustments
For terms of more than 6 months, price adjustments are permitted in the event of cost changes.
The customer may terminate the contract within 30 days.

17.7 Storage
Agreed stock levels may be charged to the customer (incl. risk of expiry or write-off).

17.8 Contract duration and termination
Framework agreements are valid for the agreed duration.
Premature termination is only possible for good cause.

17.9 End of contract
Open call-offs and produced or reserved goods must be accepted by the customer.
Quantities not accepted may be invoiced.

17.10 Priority regulation
In the event of conflict, the provisions of the framework agreement shall take precedence over these GTC.

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18 Final provisions

18.1 Amendments and supplements
Amendments and supplements to these GTC must be made in writing. This also applies to the waiver of this written form requirement.

18.2 Severability clause
Should individual provisions of these GTC be or become invalid, void or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.

In place of the invalid provision, a provision shall be deemed agreed that comes as close as possible to the economic purpose of the invalid provision. The same applies to any contractual loopholes.

18.3 Applicable law
Swiss law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.4 Place of jurisdiction
The exclusive place of jurisdiction is the registered office of MP Medical Partner AG in Heiden (AR), Switzerland. For consumers, the mandatory statutory places of jurisdiction apply.

Status: January 2026

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