GENERAL TERMS AND CONDITIONS OF SALE

Biomedics SA

1. Scope and Applicability

These General Terms and Conditions of Sale (“GTC”) apply to all sales of medical devices, instruments, and software by Biomedics SA (“Seller”) to professional customers (“Buyer”), unless otherwise agreed in writing. By placing an order, the Buyer accepts these GTC.

2. Product Information

Product documentation, brochures, catalogs, and technical data are provided for informational purposes only and do not constitute binding contractual elements unless explicitly confirmed in writing by Biomedics SA.

3. Orders and Acceptance

Orders are binding only after written confirmation by Biomedics SA. Biomedics SA reserves the right to refuse or modify any order if necessary, particularly in the case of product unavailability or regulatory restrictions.

4. Prices and Payment Terms

Prices are net, in Swiss Francs (CHF), excluding VAT and shipping unless otherwise specified. Payment is due within 30 days from the invoice date, unless agreed otherwise. Late payments may incur interest at a rate of 5% p.a., and collection costs shall be borne by the Buyer.

5. Delivery and Transfer of Risk

Delivery shall be made **DDP (Delivered Duty Paid)** at the address indicated by the Buyer, in accordance with Incoterms 2020, unless otherwise agreed in writing. Biomedics SA assumes responsibility for transportation, customs clearance, duties, and taxes until the goods are delivered to the Buyer. Risk transfers to the Buyer upon **physical receipt** of the goods at the agreed destination.

6. Inspection and Complaints

The Buyer must inspect goods upon receipt and notify Biomedics SA of any visible defects within 5 business days. Hidden defects must be reported within 10 business days of discovery. Failure to do so shall be deemed acceptance of the goods.

7. Returns

Returns are only accepted with Biomedics SA’s prior written approval. Returned goods must be unopened, in their original packaging, and suitable for resale. Customized or sterile items cannot be returned.

8. Warranty

Biomedics SA warrants that products conform to applicable specifications and are free from material defects for 12 months from delivery. This warranty excludes misuse, improper handling, and normal wear and tear. Biomedics SA’s liability is limited to repair, replacement, or credit, at its sole discretion.

9. Software Licensing

Software is licensed, not sold. The Buyer receives a non-exclusive, non-transferable license to use the software solely for its internal purposes. Reverse engineering, copying, or redistribution is prohibited.

10. Limitation of Liability

Biomedics SA shall not be liable for any indirect, incidental, or consequential damages. Total liability is limited to the value of the order under dispute, unless mandatory legal provisions apply.

11. Compliance and Regulatory

The Buyer undertakes to use the products in accordance with applicable medical device laws and regulations, including those of Switzerland and the European Union. The Buyer is solely responsible for proper use, maintenance, and traceability of the products.

12. Confidentiality

All non-public, technical, commercial, or strategic information disclosed by Biomedics SA shall remain confidential and may not be disclosed to third parties without written consent.

13. Governing Law and Jurisdiction

These GTC shall be governed by Swiss law. The competent courts of the Canton of Vaud, Switzerland, shall have exclusive jurisdiction, unless otherwise agreed in writing.

14. Final Provisions

Should any provision of these GTC be deemed invalid, the remainder shall remain valid. Amendments must be in writing.