EMS
Termini e condizioni di vendita

E-shop General Terms and Conditions of Sales of E.M.S. Electro Medical Systems S.A., Chemin de la Vuarpillière 31, 1260 Nyon, Switzerland (hereinafter referred to as “EMS”)

1. Scope and Validity
   1. Unless otherwise agreed in writing, these General Terms and Conditions of Sales (the “GTC”) shall govern any order of products or services placed by a customer on EMS website at www.gbt-shop.ch (the “Website”). In the meaning of the present GTC, a customer shall refer either to (i) a third party distributor or (ii) a public or private healthcare professional / clinic / hospital, both resident or domiciled in Switzerland (the “Customer(s)”).
   2. These GTC apply solely to business-to-business (B2B) transactions. The products and services offered on the Website are intended for use by professionals only and may not be purchased by private individuals or consumers. By placing an order, the Customer confirms that they are acting in a professional capacity.
   3. The GTC shall form an integral part of the contract between EMS and the Customer. When placing an order via the Website, the Customer acknowledges that he has read, understood and accepted without restriction the GTC in force on the day of placing such order. This confirmation shall in no way require a handwritten signature of the Customer.
   4. Any General Terms and Conditions of the Customer which are contrary to these GTC shall only be binding on EMS if explicitly recognized in writing by EMS.
   5. EMS reserves the right to amend these GTC at any time, with effect for future transactions with Customers. The GTC that are in effect on the Website at the time of the Customer’s order shall apply to such order.
2. Products and Services
   1. The products and services offered for sale by EMS are those presented on the Website. EMS reserves the right to withdraw products or services from sale via the Website at any time at its sole discretion.
   2. EMS puts the utmost care in the presentation of the products on the Website. However, pictures illustrating the products shall be of informative interest only and shall not be contractual.
   3. Products and services displayed on the Website are made available for sale within the limit of available stocks. EMS does not guarantee the availability of products and services. In the event of the unavailability of any ordered products or services, EMS shall promptly inform the Customer of the delay and provide with new indicative delivery times. EMS shall be granted an additional, reasonable grace period. If the delay makes it unreasonable for the Customer to accept the product or service, the Customer may request an order cancellation. In case of partial or total cancellation, the Customer shall only be charged for the available products and services.
   4. EMS makes every effort to ensure that the information displayed on the Website is accurate and technically up to date. However, errors may occur, including pricing mistakes or display glitches, and EMS shall not be bound by any order that is based on an obvious error (i.e. clearly incorrect price or technical malfunction). In such cases, EMS reserves the right to reject or cancel the order. The Customer will be informed without undue delay, and any payment already made will be refunded.
3. Orders
   1. To place an order via the Website, the Customer must complete the following steps:
      1. Log-in to the Customer’s personal account MyEMS
      2. Add the selected product to the cart by clicking on the icon “Add to cart”
      3. Check and modify, as necessary, the virtual cart content, then click on “Proceed to checkout”
      4. Complete all requested details required for order processing and delivery
      5. Select payment method and complete the payment details
      6. Tick the box “I hereby confirm that I have read and accept the Terms and Conditions of Sale and Privacy Policy”
      7. Confirm the order by clicking on “Buy Now” or “Pay with Twint”
   2. The Customer is responsible for ensuring that their order is complete and accurate. After the Customer confirms their order, the Customer can no longer modify their order unless otherwise agreed in writing with EMS. The confirmed order constitutes a binding offer to EMS to purchase the selected products. Any request for order modification shall be sent by the Customer in writing to EMS.
   3. EMS will send without delay an order confirmation by email to the Customer. A legally binding contract shall only be formed between the Customer and EMS when the Customer receives the order confirmation from EMS. No statutory right of withdrawal or return applies subject to Section 8.
   4. Notwithstanding the foregoing, EMS reserves the right to reject any order received from a Customer, at its sole discretion. EMS shall promptly inform the Customer of its decision to reject an order.
4. Delivery
   1. Unless specified otherwise in writing, all products are delivered DAP (Incoterms 2020) to the postal address indicated by the Customer as the delivery address at the time of placing the order. EMS shall be entitled to make partial deliveries.
   2. The indicated delivery times are approximate and are not binding on EMS. In case the ordered products are unavailable, EMS shall promptly inform the Customer of the delay and provide with new indicative delivery times. EMS shall be granted an additional, reasonable grace period. If the delay makes it unreasonable for the Customer to accept the product or service, the Customer may request an order cancellation. In case of partial or total cancellation, the Customer shall only be charged for the available products and services.
   3. EMS shall not be liable for any delay or impossibility to deliver for reasons beyond EMS’ or its subcontractors’ control, or which are based on force majeure or other events that were not foreseeable at the time of conclusion of the contract and are not within EMS’ or its subcontractors’ sphere of influence (such as any act of God, war, strike, lockout, power failure, unforeseeable refusal of official approvals, etc.).
   4. Any damage occurring during transport must be notified to EMS in writing with no delay, at the latest within five (5) days following reception. The Customer shall be responsible for the product from the moment it is delivered to the address provided by the Customer during order placement.
5. Reservation of Title
   1. The products shall remain the property of EMS until EMS receive full payment of the product price from the Customer, which includes the value of the product, any costs and taxes as indicated in the relevant invoice.
6. Prices and Payment
   1. The price in force is the one indicated for each product and service on the Website. This price excludes all taxes (“VAT”) and delivery costs which shall be charged additionally as specified during the ordering process and prior the order validation by the Customer. EMS reserves the right to modify the prices on the Website at any time at its sole discretion. Such modification shall not affect orders already placed by the Customer.
   2. All orders are payable in the currency specified on the Website, including all taxes and additional charges if any. All costs incurred in connection with payment (if any) shall be borne by the Customer.
   3. The Customer shall pay for the products and/or services ordered on the Website by using one of the payment methods set out in the order process. The Customer acknowledges that the payment will be carried out by an independent payment processor. EMS is not involved in payment processing and does not hold any liability relating to these services and processes.
   4. By placing an order on the Website, the Customer guarantees that they are legally allowed to use the payment method used to complete the order and the information provided in the order process is true and complete.
   5. The products and/or services ordered by the Customer shall be shipped at payment reception by EMS. Should the payment by Customer not be authorized, the order will be rejected by EMS.
7. Acceptance, Inspection and Notification of Defects
   1. The Customer shall inspect the products immediately upon receipt to ensure that they comply with the technical specifications.
   2. Any defects with regard to EMS’ products and services must be promptly reported to EMS in writing as soon as discovered but no later than eight (8) working days after receipt of the products or completion of the services. The notice of defects must be made in writing and must be accompanied by a specific description of the defect. If the Customer fails to report, the products or services are deemed to have been accepted, unless it is a defect that was not recognizable during the inspection. If such a defect later becomes apparent, the Customer must report it immediately after discovery. Any defect recognized by EMS to be covered by warranty shall be treated pursuant to Section 9. hereto.
8. Returns of Products
   1. Any return of products requires prior written approval by EMS. The Customer shall send a list of the product(s) to be returned to EMS. EMS will issue a Return Material Authorization (RMA) number. No returns will be accepted without a RMA number and a list of products authorized for return. The RMA number is valid for thirty (30) days from its issuance date. Should the products not be returned during such period, the Customer shall request a new RMA number.
   2. For the avoidance of doubt, return of defect-free product is excluded.
9. Warranty
   1. All products delivered by EMS pursuant to these GTC shall be free from defects in material and workmanship. EMS reserves the right to make standard deviations or deviations resulting solely from legal requirements or technical improvements, including the replacement of components with equivalent parts, provided that such deviations do not affect the usability of the products for the intended contractual purpose.
   2. Unless otherwise specified in writing, the EMS Standard Warranty period for devices, stations, handpieces and accessories (powder chambers, bottles, cords, hoses and pedals) is twelve (12) months from invoice date. Any other products, consumables and/or accessories shall be deemed not to be covered by any contractual warranty. Minor and aesthetic defects shall be excluded from warranty obligations.
   3. The Customer shall notify EMS of any complaint with regard to product defects in writing promptly upon such defect has been discovered. Notification must contain all pertinent information, including but not limited to the product reference, batch or serial number, a detailed description of the defect, the date of discovery, any supporting evidence (such as photos), and the impact on the product’s functionality or patient safety, if applicable.
   4. The Customer shall only return the complained products with the express consent of EMS and after prior agreement. Any and all costs related to product transportation shall be borne by EMS, according to EMS instructions. The products shall be shipped from original Customer location, as indicated in the purchase order.
   5. EMS’ warranty is limited, at EMS’ sole discretion, to either repairing the identified defects or providing a substitute product. The Customer must grant appropriate time and opportunity for this.
   6. Replacement and repair of any product under warranty, in whole or in part, shall not be deemed to renew or extend the initial warranty period.
   7. EMS shall not be held responsible under the warranty contained in these GTC and such warranty cannot be claimed for defects, failures or damages caused by:
      1. Natural causes and weathering, vandalism, loss, theft or attempt of theft;
      2. Normal wear and tear;
      3. Improper handling, installation or maintenance other than by EMS;
      4. Improper use of the product, meaning – by way of example but not limited to – any use differing from the product intended uses as specified in the IFU;
      5. unauthorized alterations, modifications or repairs, by persons other than EMS or its authorized repair centers,
      6. Use of non-original EMS spare parts, consumables and accessories,
      7. Unauthorized resell, transfer or distribution of the products to a third party.
   8. Unless expressly specified otherwise by EMS, in the case of the sale of used products warranty claims are excluded. Used products in this context also include goods sold by EMS as refurbished or renewed goods.
10. Installation and Maintenance
    1. The Customer acknowledges and agrees that the products might need technical installation. The Customer shall be solely responsible to ensure that the product ordered on the Website is properly installed at the end user premises.
    2. When applicable, the Customer is responsible for ensuring that the product undergoes periodic maintenance work according to the Instructions For Use (IFU). Maintenance work shall be performed by EMS or any authorized third party, in accordance with EMS recommendations and applicable standards.
    3. Unless otherwise agreed in writing according to Section 10.4 below, maintenance work shall be performed by EMS or any authorized third party at the Customer’s costs according to the hourly rates communicated by EMS or the authorized third party.
    4. By separate agreement and for a separate fee, EMS offers after-sales services, such as separate warranties, repairs or maintenance contracts. These contracts provide a convenient and efficient solution for managing all maintenance and repairs obligations related to the product(s). The exact conditions result from the separate agreement of the parties. The Customer is kindly invited to contact EMS for more information thereof.
11. Medical Device Regulations, Traceability
    1. The Customer acknowledges that the products are medical devices and therefore falling within the scope of the EU council Regulation 2017/745 concerning medical devices and within the scope of any national domestic legislation based thereon. The Customer shall comply with all applicable medical device regulations, standards and traceability requirements.
    2. The Customer acknowledges and agrees that the end user of the products must be a licensed healthcare professional, or an authorized healthcare entity legally permitted to purchase in accordance with applicable laws and regulations. The Customer shall be responsible to make sure this condition is fulfilled and might be held liable for any failure thereof. Failure to provide such evidence may result in order cancellation, refusal of delivery, or termination of the business relationship.
    3. The Customer acknowledges and agrees that the products shall be used in accordance with the requirements of the Instructions For Use (IFU).
    4. The Customer shall notify EMS in writing of any complaint or incident, without any delay upon such complaint or incident has occurred. Notification with all pertinent information (including but not limited to product reference, batch or serial number, a detailed description of the compliant or incident) shall be sent to the following address: vigilancemailbox@ems-ch.com.
    5. In the event of a recall, safety notice, or any post-market surveillance requirements, the Customer agrees to provide full cooperation, including timely access to traceability records and implementation of necessary corrective actions as instructed by EMS or competent regulatory authorities.
    6. In the event the Customer is acting as a healthcare professional, the Customer shall not resell, distribute, or transfer the products to any third party without the prior written consent of EMS and in compliance with all applicable regulations. Any unauthorized resale or distribution shall be considered a material breach of these GTC. In the event of such a breach, the Customer shall be fully liable for any damages, losses, or regulatory consequences arising therefrom and shall indemnify and hold EMS harmless from any claims, penalties, or liabilities resulting from the unauthorized resale or distribution of the products. In such a case, clause 9.9 shall apply.
    7. In the event the Customer is acting as a distributor, the Customer is responsible for obtaining at its sole expense all applicable governmental or regulatory consents, approvals and authorizations required in the Territory where he wants to sell the Products and necessary for the valid execution of these GTC, unless otherwise expressly agreed upon between the parties.
    8. The obligations and responsibilities of EMS and the Customer acting as a distributor with regard to regulatory and quality issues are set forth in a separate Regulatory and Quality Agreement, which prevails over these GTC.
12. Intellectual Property
    1. Except as explicitly set out otherwise, nothing in these GTC shall be interpreted as a transfer or assignment to the Customer of EMS’ intellectual property rights. EMS shall remain the exclusive holder of all intellectual property rights pertaining to the product(s). All representations, plans and other documents generated under these GTC and any contractual provision shall remain with EMS.
    2. The content of the Website, including but not limited to product images, photographs, descriptions, trademarks, logos, and other visual or textual materials, is protected by intellectual property rights and remains the exclusive property of EMS. Any reproduction, imitation, distribution, or use of such content without EMS’s prior written consent is strictly prohibited and may lead to legal action, particularly in the case of counterfeit products or misleading websites.
13. Liability
    1. Except as expressly set forth in this GTC and except to the extent such damages were caused by intentional misconduct or gross negligence, EMS shall not be liable for any special, indirect, consequential or incidental damages, including, but not limited to, loss of actual or anticipated profits or revenues, loss of opportunities, damages arising from commitments in connection with the business, or damages to reputation.
    2. The above exclusions and limits of liability do not apply in the case of fraudulent concealment of defects and in as far as the exclusions are possible under the applicable legal provisions.
14. Data Protection
    1. EMS undertakes to comply with the relevant legal provisions regarding data protection, including without limitation the Swiss Federal Act on Data Protection, Regulation (EU) 2016/679 (“GDPR”), and any other local applicable laws thereof. Personal data may only be processed for the purpose and to the extent required for the fulfilment of the contract and for safeguarding a high service and security standard. Personal data shall be collected, stored and shared with third parties only as far as legally admissible and in accordance with applicable data protection laws. For further details on how EMS processes the Customer’s personal data, please refer to EMS Privacy Policy at https://gbt-shop.ch/en/privacy/.
    2. The Customer acknowledges and agrees that its personal data may be transferred to other countries, in particular countries in which EMS has an affiliated company, and that such transfers shall be in compliance with applicable data protection regulations.
    3. The Customer has the right to access, correct, delete, or object to the processing of its personal data in accordance with the applicable laws. For any questions, comments or requests regarding your personal data, or wish to exercise your rights, please send an email to the following address: privacy@ems-ch.com.
15. Applicable Law and Place of Jurisdiction
    1. Swiss law shall exclusively apply to the legal relationship between EMS and the Customer. The application of the provisions of the United Nations Convention on Contracts for the International Sales of Goods (Vienne Convention 1980, CISG) and the international private law is expressly excluded.
    2. All disputes arising from the present GTC or the underlying agreement or in connection thereof shall be subject to the competent courts of Lausanne, Switzerland.
    3. These GTC are edited in various languages. In case of conflict between the various languages the version in English language shall be the decisive edition.

Version: 14/07/2025