Terms & Conditions
Terms and Conditions (T&C) for services provided by prodartis AG
(2023.02.13)
1. Jurisdiction
1.1 These terms and conditions are applicable for all orders placed with prodartis (referred to herein as «prodartis»).
2. Scope of Service
2.1 The scope of service that is contracted through prodartis (referred to herein as «order» or «contract») arises from the offer and the order confirmation provided to the customer by prodartis. An order includes services («services») and the manufacturing of parts («products»).
3. Contract, Processing Time
3.1 A contract for service is entered into upon verbal or written order placement (order). Unless otherwise agreed upon, the deadlines and conditions mentioned in the subsequent written order confirmation provided by prodartis apply.
3.2 These conditions are binding when they are declared applicable in the order or in the order confirmation. Other conditions originating from the customer are only applicable if they have been accepted expressly and in writing by prodartis.
3.3 All agreements and relevant declarations, ancillary agreements, changes, and amendments must be agreed upon in writing for them to become valid.
4. Intellectual Property (IP rights), Rights of Use
4.1 Each contracting party reserves all IP rights on plans, technical documents, and computer programs as well as rights specifically to testing programs, which it provided to the other party. The receiving contracting party accepts these rights and agrees not to provide these documents to a third party wholly or partially or use them outside of the agreed-upon purpose for which they were provided without the prior written consent from the other contracting party.
4.2 This does not apply to information that was known or generally accessible to the receiving party or the public prior to notification, or which became known to the public with no fault of the receiving party, or which was transmitted or made available by an authorized third party, or which was developed independently by an employee, who did not have any knowledge of this information.
4.3 These provisions apply to all involved employees of either contracting party as well to partner companies or partner institutions as well as subsidiaries and representing agencies. They are valid for the period of the contract and for an additional five years after order completion.
4.4 In case the project is cancelled (see No. 11.2), the jointly developed project results are freely available to both the customer and prodartis likewise.
4.5 Any inventions made during the contract period and which are directly or indirectly related to this contract are generally the property of the inventing party. If prodartis made one of these inventions, they will decide upon its use. If prodartis has no interest in using this invention, the customer has a preferential right on its takeover.
4.6 If, after consultation, a party patents a demonstrable jointly developed invention or development, the other party is granted a free, non-exclusive right of use.
4.7 If the customer uses patents of prodartis during the contract period or keeps them for purposes of evaluation of results at a later point in time, the customer will be granted a free, non-exclusive right of use in a separate agreement.
5. Rights and Responsibilities of the Customer
5.1 The existing technical documentation on the part to be manufactured and any kind of information shall be provided to prodartis within a reasonable period of time.
5.2 Further, the rights and responsibilities of the customer are referenced in the order or the order confirmation.
6. Rights and Responsibilities of prodartis
6.1 prodartis agrees to fulfil the order with respect to the offer or the order confirmation in a professional manner by employing qualified personnel as well as in accordance with recognized technological standards. prodartis is responsible for appropriate project management by adhering to quality standards and deadlines.
6.2 Further, the rights and responsibilities of prodartis are referenced in the order or the order confirmation.
7. Order Completion Times
7.1 Unless otherwise agreed upon, all details regarding order completion times are based on estimates and thus are not binding.
7.2 Agreement upon a binding completion deadline requires that the scope of service be clear.
7.3 A binding, agreed-upon completion deadline will only be extended according to the following:
- If the information that prodartis needs for order fulfilment are not provided to prodartis in time or if the customer changes this information after the fact, or
- If the customer does not meet his contractual obligations, particularly the obligations mentioned in No. 5, or if the payment terms are not properly met or met in a timely manner in accordance with No. 9., or
- In case of force majeure events for which prodartis is not responsible, for example, mobilization, war, riot, civil war, or sabotage as well as industrial disputes, accidents, illnesses, delayed or faulty deliveries of the required materials, measures, or omissions by authorities or government bodies, unforeseeable transport impediments, fires, explosion, or natural disasters.
7.5 If a binding, agreed-upon completion deadline cannot be met for reasons that are the sole responsibility of prodartis, the customer- provided he has suffered a damage- may request an appropriate delay compensation of 0.2% per completed week up to a maximum of 2%. The percentage of this delay compensation is arrived at by calculating the price of the work of prodartis on that part of the order that cannot be delivered on time due to the delay. Any further rights and remedies due to a delay, particularly claims for damages, are excluded.
7.6 Further, the completion deadline will be considered as met even if parts of the due work are missing per the contract, or post-processing work is necessary, but if the delivered work result can be used as intended.
8. Prices, Ancillary Costs
8.1 Unless otherwise agreed upon, the order is priced based on the processing time and materials involved and based on prodartis’ pricing guidelines. This also applies to technical documents, inspection reports, expert assessments, measurement evaluations, and tests to be agreed upon for the project. Materials involved also include cost for use of special tools and equipment as well as consumable supplies and incidentals.
8.2 If, for purposes of order completion, an expense limit was agreed upon and this becomes likely to be unrealistic because the requirements have changed or because the parties did not estimate the expenses correctly, prodartis will provide a suggestion of what would be a logical solution (cancellation, increase of the expense limit, project extension, project objective change, etc.). A solution will be worked out with the customer.
8.3 The customer will be charged travel expenses, transport costs, and hotel expenses as well as accommodation expenses, and incidental costs, if applicable. Travel time will be charged as labour.
8.4 Possible cost for transports, disassembly, and installation are charged on behalf of the customer.
9. Payment Terms
9.1 Payment is due based on the payment terms included in the contract. If no payment terms are referenced in the contract, payment is due as listed on the invoice. The customer shall make payments to prodartis without any deductions (discounts, expenses, taxes, fees, etc.) to the business location of prodartis. Payments shall be made/delivered to the business address of prodartis.
9.2 The customer may not withhold or reduce payment because of any objections, claims, or counter claims that are not recognized by prodartis. Payment shall also be made when the order is delayed or impossible due to reasons for which prodartis is not responsible.
9.3 Should the agreed-upon payment dates be exceeded, interest on arrears will be charged without special notice and subject to other rights at an interest amount that is based on the interest typical in the area in which the customer resides. By paying the interest on arrears, the customer shall not be released from making contractual payments.
10. Guarantee, Liability
10.1 As a supplier of products, prodartis is only liable for product defects if these have truly been caused by prodartis.
10.2 For damages to order-related items or other items that were provided to prodartis, prodartis is only liable if such damage was caused intentionally or by gross negligence.
10.3 The customer is obligated to inform prodartis of all entitlements and product requirements during the request for service period. prodartis cannot be held liable for product defects that resulted from an unclear or incomplete description of the requirements or from fulfilling special requests on behalf of the customer.
10.4 Since the customer has complete control over the situations in which these products are ordered or used and knows their use, conditions, and surroundings that they are used in, he will be liable for the product in this application.
10.5 The area of application of the parts ordered from prodartis AG must be diclosed, particularly thei use in the medical, automotive or aviation industry. As a ruel, prodartis AG are suitable in the medical industry for use as a Class 1 medical product. A higher-class use (Class 2a, 2b, 3) must be reviewed.
10.6 Upon shipping or more specifically, receipt of the order, benefit and risk shall pass to the customer. The shipping risk will be the responsibility of the customer.
10.7 Unless otherwise agreed upon, the customer and prodartis do not give a guarantee regarding/will not be held liable if any knowledge, work results, documentation, or items, which were developed or made available as part of the contract, that are not true, useful, complete or that through their application or use infringe the rights of third parties or that cause other damage to the latter.
10.8 The customer is obligated to inspect the services and products rendered by prodartis immediately as per the contract and must report any obvious defects within 14 days from delivery. After this deadline, any claims for supplementary performance no longer apply.
10.9 In general, there is no entitlement to any claims and rights due to defects of the rendered services or delivered products, particularly the claims for indirect damage such as, for example, loss of production, usage loss, loss of orders, lost profit or other types of lost compensation for damages as well as damage caused by a third party, regardless of the legal grounds.
10.10 In case of personal damage (accidents, illness), both contracting parties will be liable separately according to the applicable law. The contracting parties are obligated to adhere to the generally valid safety regulations. If any work is done on the customer's premises by prodartis employees, the latter shall be instructed on any safety regulations applicable to that location ahead of time.
10.11 Further, this exclusion of liability does not apply if mandatory law dictates otherwise.
11. Contract Term
11.1 The contract ends when the work has been completed.
11.2 Both contracting parties are entitled to terminate the contract with 3 months’ notice given by the end of the calendar month, if - despite repeated requests for supplementary performance - after completion of a relevant project processing period, no substantial progress has been made, or if it appears that the expected result will not meet or considerably exceed the agreed-upon cost or processing time. Furthermore, there is no ordinary cancellation right.
11.3 The parties reserve the right to immediately terminate the contract for serious reasons.
12. Publication, Advertising
12.1 Unless otherwise agreed upon, prodartis is entitled to use the results rendered as part of the contract in publications or in accordance with the provisions in No. 4. Any different agreements shall be discussed thoroughly on a case-by-case basis.
12.2 Any publications by prodartis are coordinated with the customer beforehand. If a customer would like to use prodartis’ inventions that were developed during the project, the customer is obligated to inform prodartis of his interest by adhering to the provisions referenced in No. 4.5 and to review any publications in advance and to request modifications, if applicable.
12.3 After prior consultation with prodartis for the purpose of working out any collisions with patent registrations, Bachelor and Master thesis or dissertation work, the customer is entitled to publish the research and development results by naming the author and the involved prodartis departments.
12.4 prodartis may only be mentioned for advertising purposes with its explicit approval.
13. Place of Jurisdiction, Applicable Law
13.1 Place of jurisdiction for the customer and prodartis is the business location of prodartis.
13.2 This contract is subject to Swiss substantive law excluding the regulations of the United Nations Convention on Contracts for the International Sale of Goods, dated April 11, 1980.
14. Partial Ineffectiveness
14.1 If any or more provisions of these terms and conditions are found to be invalid, either wholly or partially, the validity of the other terms shall not be affected. The contracting parties shall jointly replace the invalid provisions with valid ones within a reasonable period of time. In case of contractual gaps, the same procedure applies.
