Hemar AG
Mendrisio
2 days ago
General Terms and Conditions of HSCS SAGL, Mendrisio 1. General, Scope and Validity
- Publication date:31 October 2025
- Workload:100%
- Contract type:Unlimited employment
- Place of work:Mendrisio
Job summary
The HSCS SAGL's terms outline service agreements and client relations.
Tasks
- Establish mutual conditions for service and product delivery.
- Detail pricing, payment, and delivery obligations for customers.
- Set guidelines for quality assurance and warranty claims.
Skills
- Understanding of legal terms and conditions is essential.
- Strong communication skills for client interaction.
- Attention to detail for contract compliance.
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About the job
General Terms and Conditions of HSCS SAGL, Mendrisio1. General, Scope and Validity
1.1. The subject of these general terms and conditions (hereinafter referred to as "GTC") is the fundamental regulation of the mutual relations between HSCS SAGL Mendrisio (hereinafter referred to as "Hemar") and the respective contractual partner (hereinafter referred to as "Customer").
1.2. The GTC form the framework for all legal transactions between HSCS SAGL and the Customer. In particular, they form the exclusive basis regarding the provision of services, the production of works, and the sale of products.
2. Offers and Quotations
All offers from HSCS SAGL are considered non-binding proposals or information within the meaning of Art. 7 para. 1 and 2 CO. Unless otherwise stipulated by mandatory law, all offers from HSCS SAGL are therefore non-binding until written order confirmation by HSCS SAGL. In any case, offers from HSCS SAGL are valid at most until the expiry of their validity period.
2.1. The Customer is obliged to inform HSCS SAGL in writing of all regulations and standards applicable to the services to be provided by HSCS SAGL before the preparation of the quotation.
2.2. Unless otherwise agreed, the services to be provided by HSCS SAGL correspond only to those regulations and standards mentioned in the quotation by HSCS SAGL.
3. Prices and Price Changes
3.1. The prices offered by HSCS SAGL are, unless expressly agreed otherwise, in Swiss Francs, excluding VAT, and apply from Mendrisio TI. All incidental costs, such as packaging, freight or postage, insurance, permits for import, transit, export, as well as other permits and certifications, are borne by the Customer. Likewise, the Customer must bear all types of taxes, duties, fees, customs duties, and the like that are levied in connection with the contract.
3.2. If procurement costs increase during order processing (in particular price surcharges from suppliers, additional fiscal burdens, customs increases, increased transport costs, currency fluctuations of over 2 percent or similar), HSCS SAGL reserves the right to adjust prices accordingly.
3.3. The price calculations prepared by HSCS SAGL are fundamentally based on the documents provided by the Customer.
If the Customer does not provide clear specifications, HSCS SAGL is free to choose equivalent parts.
4. Conclusion of Contract
4.1. Orders are accepted orally or in writing.
4.2. The contract is considered concluded as soon as HSCS SAGL has confirmed acceptance in writing after receiving an order.
4.3. Information from third parties (e.g., suppliers) regarding the weight and dimensions of the goods and packaging are non-binding for HSCS SAGL.
5. Payment Terms
5.1. Invoices are to be paid net within 30 days from the invoice date (due date). Other payment conditions, such as different payment terms, discounts, or other deductions, require an explicit written agreement between HSCS SAGL and the Customer.
Generally, there is no entitlement to a discount.
5.2. HSCS SAGL reserves the right to make acceptance and execution of orders dependent on security or advance payment.
5.3. The right of set-off with actual or merely asserted claims of the Customer is expressly excluded.
The Customer's payment obligation is not affected by asserted defects.
5.4. HSCS SAGL has the right to make an entry in the retention of title register until full payment of the ordered goods.
6.
Delivery Deadlines
6.1. The Customer is obliged to provide HSCS SAGL immediately with the documents necessary for the production of the products or the provision of services.
6.2. HSCS SAGL places great importance on providing current and accurate availability and delivery times. However, due to production or delivery bottlenecks or in case of breach by the Customer (e.g., clause 6.1 GTC), delivery delays may occur.
All information on availability and delivery time is therefore without guarantee and may change at any time. Furthermore, HSCS SAGL expressly reserves the right to make partial deliveries.
7.
Place of Performance and Transfer of Benefit and Risk
7.1. The place of performance is Mendrisio TI, Switzerland.
7.2. Benefit and risk pass to the Customer upon conclusion of the contract. This also applies in the case of free domicile deliveries. Mandatory legal provisions remain reserved.
7.3. Shipments with possible transport damage must be accepted and defects must be reported immediately in writing to the respective transport company for documentation, with a copy to HSCS SAGL. Transport insurance is only taken out at the express request and expense of the Customer.
8.
Warranty for Defects
8.1. The Customer must inspect the delivery immediately upon receipt and, if defects are found, notify HSCS SAGL in writing within eight days.
If defects only become apparent later, notification must be made in writing within eight days after discovery. If the defect is not reported within the eight-day period, the delivered goods are deemed approved (forfeiture).
8.2. Claims for warranty due to defects expire 12 months after delivery to the Customer, even if the Customer discovers the defects later. Mandatory legal provisions remain reserved.
8.3. The warranty is limited in any case, at HSCS SAGL's choice, to replacement or repair of the defective products or their components or to reimbursement of the invoice value of the products or components not replaced or repaired. Any further warranty is excluded.
8.4. No liability is assumed for changes, repairs, and interventions of any kind not carried out by HSCS SAGL or expressly designated specialists. Any warranty claim expires in any case.
9.
Inspection and Acceptance
9.1. The Customer must inspect every service, in particular every received work result, every delivered work, every received item as well as every received result, intermediate result, and test result within 30 days and immediately notify in writing and with reasons any breaches of duty of care and defects for which HSCS SAGL is responsible under the contractual obligations.
9.2. If the Customer wants to complain about software produced by HSCS SAGL, they must document a reproducible program error in isolated testing of the software produced by HSCS SAGL.
9.3. If the Customer fails to raise a complaint within the 30-day period, the service provided by HSCS SAGL is deemed approved.
9.4. Payment of the final invoice or the start of production (whichever occurs first) is deemed acceptance.
10.
Intellectual Property
10.1. HSCS SAGL reserves all rights to all documents, such as offers and technical documents. The Customer acknowledges these rights and will not make these documents accessible in whole or in part nor use them for any purpose other than the agreed one without prior written authorization from HSCS SAGL.
10.2. HSCS SAGL is entitled to withdraw from the contract in case of violation of clause 9.1 GTC and to claim all damages arising from the violation.
11.
Data Protection
HSCS SAGL is entitled to process personal and technical data of the Customer and the end consumer at will within the scope of contract processing. The Customer agrees in particular that HSCS SAGL will also disclose such data to third parties in Switzerland and abroad for the purpose of processing and maintaining business relationships.
12.
Use of Products in Connection with Life-Sustaining Devices
The products distributed by HSCS SAGL may only be used in life-sustaining devices in the human body and for life-support devices under the condition of the express written consent of HSCS SAGL. A corresponding request from the Customer must be made in writing.
13.
Liability and Disclaimer
13.1. Liability is governed by the applicable legal provisions. However, HSCS SAGL is not liable in any case for slight negligence, indirect and consequential damages and loss of profit, unforeseen or HSCS SAGL-unfaulted events, unrealized savings, damages from delivery delays, as well as any actions and omissions of HSCS SAGL's vicarious agents, whether contractual or non-contractual.
13.2. The Customer is obliged to produce and sufficiently test the required functional samples, prototypes, pre-series, zero-series, etc. In case of breach of this duty, HSCS SAGL is released from any liability. The Customer bears alone the risks associated with premature series production.
14.
Further Provisions
14.1. The GTC are binding for all current and future business transactions with HSCS SAGL and the Customer until a possible new edition, even if they are no longer explicitly referred to in a later legal transaction. The GTC in the version valid at the time apply.
14.2. All changes and additions to a contract between HSCS SAGL and the Customer or to these GTC require written form to be valid.
14.3. If parts of a contract between HSCS SAGL and the Customer or these GTC prove to be null or ineffective, the rest of the contract or GTC remains unaffected. The null or ineffective parts shall be interpreted so that they come as close as possible to the omitted part and the overall meaning of the contract or GTC is preserved.
15.
Poaching and Hiring of HSCS SAGL Personnel
The Customer undertakes not to poach or hire employees of HSCS SAGL during the ongoing contractual relationship and within two years after termination of the contract. For each violation of this agreement by the Customer, the Customer owes HSCS SAGL a penalty of CHF 50,000 per employee. Payment of this amount does not release the Customer from compliance with the prohibition. HSCS SAGL is entitled at any time to demand specific performance.
16.
Jurisdiction and Applicable Law
16.1. All agreements concluded between the parties as well as these GTC are subject to Swiss substantive law, excluding the UN Sales Convention.
16.2. The parties agree on Mendrisio TI, Switzerland as the exclusive place of jurisdiction for all disputes arising from or in connection with the business relationship between the Customer and HSCS SAGL. Mandatory or semi-mandatory legal provisions remain reserved.
HSCS SAGL,
Piazzale Roncaa, 6850 Mendrisio
Version October 2015
