General Terms and Conditions

Version effective as of January 3, 2024

General Terms and Conditions of Sale of Altamira Medica AG

1 General

1.1 These General Terms and Conditions (“GTC”) govern the purchase of products (hereinafter referred to as the “Product” or “Products”) from Altamira Medica AG (hereinafter referred to as the “Seller” or “Company”) by wholesalers, retailers or distributors (hereinafter referred to as the “Buyer” or “Purchaser”) (Seller and Buyer are hereinafter jointly referred to as the “Parties”).

2 Orders

2.1 The Buyer’s orders shall become binding for the Seller upon the Seller’s written or electronic order confirmation. This also applies to information on prices, quantities, delivery periods and delivery options.

2.2 When the Buyer first places an order, the Seller shall check the Buyer’s distribution practice/wholesale permit and creditworthiness.

3 Product condition, application instructions, use

3.1 The condition of the product shall be ‑assessed solely on the basis of the ‑information provided by the seller in the product descriptions, ‑specifications and ‑labels. Press releases as well as sales promotions and advertising measures are not to be regarded as information on the condition of the product.

3.2 The Seller gives its application instructions in writing to the best of its knowledge and belief. The actual use within the scope of application is beyond the control of the seller and therefore falls exclusively within the responsibility of the buyer.

3.3 The delivered products usually have a minimum shelf life of at least 6 months.

4 Export and import restrictions and obligations of the buyer

4.1If a   delivery requires an official export or import permit from a government or governmental authority, or if the delivery is otherwise restricted or prohibited due to statutory import or export regulations, Seller shall be entitled to suspend its delivery obligations and Buyer’s claim to the delivery until the permit is granted or the restriction or prohibition is lifted. In such case, the Seller shall also be entitled to terminate or rescind the Contract without incurring any liability to the Buyer. The seller may also demand the presentation of the relevant permit at any time. If an import permit is necessary, the buyer must inform the seller immediately and send the permit to the seller as soon as it is available.

4.2 By accepting an offer, entering into a contract or taking delivery of products, the Buyer warrants that it will not engage in any business with these products or the related documentation that violates any statutory export and import restrictions.

5 Prices

Unless otherwise agreed, the Seller’s prices valid at the time of delivery shall apply, excluding statutory value added tax and other surcharges.

6 Payments

6.1 Unless otherwise agreed in writing, payments shall be made by bank transfer.

6.2 All   invoices shall be paid by the Buyer within thirty (30) days of receipt of the invoice. In the event of late payment, interest on arrears shall be charged at a rate of 5% p.a. on the outstanding total amount.

7 Delivery

7.1 If a fixed delivery date has been expressly agreed, but the delivery is delayed, the Buyer shall grant a reasonable grace period of usually two weeks. If the delivery is not made within the grace period, the Buyer may withdraw from the relevant parts of the contract if and to the extent that the Seller is responsible for the delay. Claims for damages asserted by the Buyer due to non-delivery or delayed delivery as well as claims for damages in lieu of performance are governed by § 14.

7.2 Partial deliveries are permissible. In the event of partial deliveries, the Seller shall be entitled to corresponding partial payments.

8 Disruption of operations and production, force majeure, other obstacles

8.1 Seller shall not be liable for the non-provision or delayed provision of products if this is due to operational disruptions. This shall not apply if the operational disruption is due to intent or gross negligence on the part of the Seller.

8.2 In the event of a prolonged production disruption or ‑hindrance – for whatever reason – the Seller shall be entitled to allocate its available production capacities and the available products to its customers at its own commercial discretion and, as a result, possibly to deliver less than the contractually agreed quantity. Force majeure of any kind, unforeseeable operational, traffic or shipping disruptions, fire, floods, unforeseeable labor, energy, raw material or supply shortages, strikes, lockouts, governmental orders or other impediments beyond the control of the respective party which reduce, delay, prevent or render impossible the manufacture, shipment, acceptance or use of the Products shall relieve such party from the obligation to deliver or accept for the duration and to the extent of the disruption. If the delivery or acceptance is delayed by more than eight weeks due to the disruption, both parties are entitled to withdraw from the contract.

9 Transport and assumption of risk

9.1The Seller reserves the right to choose the shipping route and the shipping method. Additional costs arising from special shipping requests of the Buyer shall be borne by the Buyer.

9.2 Unless otherwise agreed, the risk of accidental loss or deterioration of the Products shall pass to the Buyer at the moment (“Transfer of Risk”) when the Buyer takes delivery of the Products or is in default of taking delivery.

9.3If the Buyer exports the Products, it must provide the Seller with the necessary export information.

10 Reservation of title

10.1 The products shall only become the property of the Buyer when the Buyer has fulfilled all its obligations arising from the business relationship with the Seller, including ancillary claims and claims for damages. The retention of title shall remain in force even if individual claims of the Seller are included in a current account and the balance has been struck and acknowledged.

10.2 If   the Buyer defaults on its obligations towards the Seller, the Seller shall be entitled to demand the surrender of the reserved Products without setting a grace period or withdrawing from the Agreement. If the reserved products are taken back, this shall only constitute a withdrawal from the contract if the Seller has expressly declared this in writing.

11 Warranty

11.1 Claims due to incomplete or incorrect delivery or obvious defects must be made in writing without delay, at the latest, however, within seven (7) working days after receipt of the products, enclosing the relevant delivery note, otherwise the products shall be deemed to have been approved.

11.2 Upon receipt of Products, Buyer shall immediately verify the following:

(a) product name, batch number, expiry date, container label or seal label on the basis of the delivery note),

(b) Quantity,

(c) presentation and labelling of the product; and

(d) the existence of damage.

11.3 In the case of hidden defects, the written notice of defect must be given immediately after the defect has been discovered, otherwise the products shall be deemed to have been approved. The burden of proof for the existence of a hidden defect lies with the Buyer. Expired products will neither be replaced nor credited.

11.4 The timeliness of the notification of defects shall depend on the time of receipt by the Seller. Defects which are asserted in breach of the aforementioned obligations to examine and give notice of defects shall be excluded from any warranty.

11.5 Unless the parties have agreed otherwise, the Buyer’s claims for defects shall be limited to the right to subsequent performance.

12 Returns

12.1 Claimed products may only be returned with the express consent of the Seller and only in accordance with § 11.1. Returns must always be sent back to the original place of dispatch.

12.2      Under no circumstances will replacement be provided for a) products designated as samples; b) damaged, broken or opened packaging, unless it is a delivery error; or c) expired products.

12.3 Medical products recalled for safety reasons will be refunded at the purchase price, provided that the return is made in accordance with § 12.2 within one (1) month of the publication or notification of the product recall.

13 Infringement of property rights

13.1 The Buyer shall notify the Seller in writing without delay if a third party claims an industrial property right in respect of a product covered by the contract or asserts such a right in or out of court. If the Buyer culpably violates this obligation, he shall be liable to the Seller for all resulting damages.

13.2 Seller shall, at its own expense, (i) defend Buyer against all claims of third parties alleging direct infringement of Intellectual Property Rights by the Products delivered by Seller, and (ii) indemnify Buyer against compensation payments and other costs imposed on Buyer by a court judgment to the extent directly and exclusively attributable to such infringement.

13.3 Seller shall not be liable to Buyer if it (i) is not promptly notified in writing of a claim, (ii) is not given the exclusive right to investigate, prepare, defend and handle the case and to select legal representation, and (iii) does not receive all reasonable assistance and cooperation from Buyer in its investigation, handling, preparation and defense activities in this regard. Seller’s liability shall also cease if the claim is made one year or more after the date of delivery.

13.4 If a product is the subject of proceedings for infringement of property rights as described in § 13.1 above, or if such proceedings are likely in Seller’s opinion, Seller may at its own discretion (i) obtain for Buyer the right to continue to use or sell the product, (ii) make a replacement delivery, (iii) redesign the product so that it no longer infringes property rights, or (iv) withdraw from a contract relating to such a product. Further rights and claims for reduction, withdrawal or compensation can only be asserted in accordance with these GTC.

13.5 Claims for damages shall also be governed by § 14. The Buyer may not assert any further claims for actual or alleged infringement of industrial property rights or other industrial property rights in addition to the claims set out in this § 13.

14 Compensation for damages

14.1 The Seller shall be liable, irrespective of the legal nature of any claims asserted, only for losses incurred by the Buyer as a result of the Seller’s intentional or grossly negligent conduct. Any further liability is excluded to the extent permissible.

14.2 Under no circumstances shall the Seller be liable to the Buyer or to any other for any indirect, consequential, loss, cost or expense which could not have been foreseen at the time of the formation of the Contract, including without limitation loss of sales or profits, delay in delivery, loss of work or production, or for any damages arising from any other cause, whether caused by breach of warranty, breach of contract, negligence or otherwise.

14.3 The exclusions and limitations of liability pursuant to § 14 shall also apply to the same extent to the activities of the Seller’s employees, workers, representatives and vicarious agents. They also apply to their personal liability.

15 Existing regulations

Buyer shall at all times comply with these TOS and all laws, industry standards and regulations applicable to the parties and the Products.

16 Sales and quality assurance

16.1 The Buyer warrants that its sale of the Products and further planned trading steps are in compliance with the applicable laws. The Buyer shall provide the Seller with evidence to this effect upon request.

16.2 The Buyer shall inform the Seller immediately if it becomes aware of possible counterfeit products, relevant suspicions, illegal trade in the products or complaints of defects from the market.

17 Requirements to disclose risks, side effects, etc.

17.1 Buyer shall comply with all applicable laws and industry requirements for the disclosure of risks, side effects and unintended adverse reactions arising from the intended use of the Products, as well as for the disclosure of all similar occurrences, which Buyer shall report to the appropriate parties. In addition, even if Buyer is not subject to any legal or regulatory disclosure obligations, Buyer must always promptly notify Seller of any such occurrences by email ( with “Adverse event reporting” in the subject line.

18 Cancellation or other termination of the contract

18.1 Without prejudice to any other contractual or statutory rights, either party may terminate or withdraw from the Contract in whole or in part with immediate effect by notice in writing without liability to the other party,

a. if insolvency proceedings are opened in respect of the assets of the other Party or if restructuring, liquidation or winding-up proceedings are commenced. This applies both in the case of voluntary proceedings initiated by the other party itself and in the case of compulsory proceedings, if an insolvency administrator or receiver is appointed or an assignment is made for the benefit of the other party’s creditors.

b. if there is a material change in the other party’s assets or property and the party freely comes to the conclusion that these changes make further performance of the contract unreasonable.

18.2 If the Seller exercises its right of termination pursuant to § 18.1 and has already fulfilled its obligations under the Contract, all payments due under this Contract shall become due immediately.

18.3 In the event of termination, withdrawal from a contract or expiry of a contract, the provisions which, according to their meaning and purpose, are intended to apply beyond the term of the agreement shall continue to apply.

19 Place of performance, usual clauses, guarantees, effectiveness clause

19.1The place of performance for delivery shall be the respective place of dispatch and the place of payment shall be the place indicated on the Seller’s invoice.

19.2 Any guarantee must be formulated in writing. A declared guarantee shall only be considered valid if it adequately describes the content of the guarantee and the duration and geographical scope thereof.

19.3 If individual clauses of these General Terms and Conditions are invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses. The invalid clause shall be replaced by an appropriate valid clause which comes as close as possible to the economic purpose of the invalid clause.

20 Data protection

20.1 All personal data required by the Seller for the performance of the Contract shall be stored in electronic form. All such data shall be processed in accordance with the applicable data protection laws and shall be used only for the purpose of delivering the Products to the Buyer and for the performance of the Contract between the Parties.

20.2 When a Buyer provides the Seller with an email address or other contact information; the Buyer automatically consents to the Seller’s use of such contact information unless otherwise stated. The consent to the use of this data can be revoked at any time.

21 Governing law and place of jurisdiction

21.1 The rights and obligations of the parties arising out of or in connection with these GTC shall be governed by and construed in accordance with Swiss law, excluding its conflict of law provisions.

21.2 The Parties agree that they shall first attempt to settle any disputes arising out of or relating to any Agreement amicably through discussion and negotiation. Any disputes which cannot be settled amicably shall be submitted exclusively to the competent courts of the city of Basel, Switzerland. The seller is also entitled to assert his claims at the general place of jurisdiction of the buyer.

22 Contact Information

22.1 The Customer may report complaints, incidents, side effects, adverse events and any similar occurrences related to the use of the Product via e-mail at
22.2 Any questions on these GTC may be sent to