General Terms and Conditions of Purchase
General
This General Terms and Conditions (hereinafter the “GTC”) govern the legal relationship (hereinafter the “Agreement”) between you (hereinafter the “User”) and SYNBONE AG, Neugutstrasse 4, 7208 Malans, Switzerland (hereinafter “SYB”, together the “Parties”) concerning the websites www.synbone.com and www.synbone.my (hereinafter the Sites).
By using the Sites or upon clicking of the acceptance icon indicated on the Sites the User confirms to have read these GTC and agrees to be bound by these GTC.
No advice
The information provided on the Sites is for educational and research purposes only and does not give professional advice or recommend particular products, procedures or therapies etc. The information contained in the Sites is not intended to present the only or necessarily the best products, procedures, or therapies etc.
No suggested test or procedure should be carried out unless, in the User’s professional judgment, its risk is justified. Whoever applies products, procedures and therapies etc. shown or described on the Sites will do so at her/his own risk and is responsible for their compliance with all local laws, regulations, and medical practice applicable. Because of rapid advances in the medical sciences, SYB recommends that independent verification of diagnosis, therapies, drugs, dosages, and operation methods should be made before any action is taken.
All information contained in the Sites is only intended for preparing medical procedures and not for an aid whilst carrying out medical procedures.
Individuals with any type of medical condition are specifically cautioned to seek professional medical advice before beginning any sort of health treatment. For medical concerns, including decisions about medications and other treatments, users of the Sites should always consult their physician or other qualified healthcare professional.
No warranty
THE SITES AND THE SERVICES CONNECTED THEREWITH ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH THE USER. SYB DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, UNDER THE AGREEMENT. ANY AND ALL REPRESENTATIONS AND WARRANTIES OF SYB UNDER OR IN CONNECTION WITH THE AGREEMENT ARE EXCLUDED TO THE EXTENT LEGALLY POSSIBLE, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS AND WARRANTIES
- OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ERROR-FREE ACCESS TO THE SITES OR USE THEREOF;
- REGARDING ANY DATA AND/OR INFORMATION PROVIDED OR MADE AVAILABLE BY SYB OR A USER ON THE SITES OR ON ANY EXTERNAL WEBSITES LINKED TO THE SITES INCLUDING BUT NOT LIMITED TO INFORMATION BEING OF SATISFACTORY QUALITY, ADEQUACY, ACCURACY, TIMELINESS, COMPLETENESS, COMPLIANCE WITH LOCAL LAWS AS WELL AS THE REGULATIONS AND MEDICAL PRACTICE THEREOF; AND
- OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE OF THE SITES.
THE SITES DO NOT, AND IN NO WAY CONSTITUTE OR IMPLY THE ENDORSEMENT, RECOMMENDATION, OR APPROPRIATENESS OF AN ADVICE. SYB DOES NOT SCREEN NOR IN ANY OTHER WAY EXAMINE THE INFORMATION UPLOADED BY ITS USERS ON THE SITES BUT SIMPLY PROVIDES THE PLATFORM.
ANY GRAPHIC OR PICTORIAL MATERIALS APPEARING ON THE SITES ARE DIGITIZED REPRODUCTIONS WHICH, THOUGH VIEWABLE, ARE NOT OF DIAGNOSTIC QUALITY AND ARE NOT DESIGNED NOR INTENDED TO REPLACE ORIGINAL IMAGES. THE DIGITIZED REPRODUCTIONS CONTAINED IN THE SITES ARE NEITHER DESIGNED NOR INTENDED TO BECOME A PERMANENT PART OF ANY PATIENT’S MEDICAL RECORD.
THE USER REPRESENTS AND WARRANTS THAT (I) THE USER HAS ALL NECESSARY POWER AND AUTHORIZATION TO ACCEPT THE GTC; (II) THESE GTC ARE LEGAL, VALID, BINDING AND ENFORCEABLE AGAINST THE USER; (III) THE USER’S ACCEPTANCE OF THESE GTC WILL NOT VIOLATE ANY LAW, RULE, REGULATION OR ORDER, OR ANY AGREEMENT, BINDING THE USER; (IV) AND THE USER WILL OBSERVE ALL APPLICABLE LAWS AND THE PROVISIONS OF THESE GTC.
No liability
TO THE FULL EXTENT PERMISSIBLE BY LAW, SYB DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, FINANCIAL LOSS, DAMAGES FOR LOSS IN BUSINESS PROJECTS, LOSS OF PROFITS OR OTHER CONSEQUENTIAL LOSSES) ARISING IN CONTRACT, TORT OR OTHERWISE FROM THE USE OF OR INABILITY TO USE THE SITES OR ANY MATERIAL APPEARING ON THE SITES, OR FROM ANY ACTION OR DECISION TAKEN AS A RESULT OF USING THE SITES OR ANY SUCH MATERIAL OR ANY OTHER ACT OR OMISSION IN CONNECTION WITH THE SITES.
Intellectual property rights
Unless otherwise stated in this Agreement, any and all intellectual property rights (including, but not limited to copyrights) in all data, information and material uploaded by the User (hereinafter the “User Material”) is—subject to Article below—owned by User.
Prints or download extracts from the data, information or material of the Sites (hereinafter the “SYB Material”) as well as any other reproduction thereof are permitted for educational and research purposes or personal use only. None of theSYB Material may be used for any commercial purpose by the User. Particularly, the User may not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise exploit or make available to any third party the SYB Material in any way.
No SYB Material may be reproduced, stored in or transmitted on any other websites (including intranet sites) by the User nor is the User permitted to create any derivative works based on SYB Material without written permission of SYB.
Some names, instruments, treatments, logos, designs etc referred to on the Sites are protected by patents, trademarks, or other intellectual property rights even though specific reference to this fact is not made on the Sites. Therefore, the appearance of a name, instrument etc without designation as proprietary is not to be construed as a representation by SYB that it is in the public domain.
User data license
In the course of visiting the Sites, the User may upload User Material. As between the Parties, the User shall remain the sole owner of all User Material, provided however that the User hereby grants to SYB a worldwide, eternal, unlimited, non-revocable, and non-redeemable license to use, copy, distribute, display, disclose, and perform such User Material or parts of the User Material, to create derivative works thereof, and to sublicense such rights for any and all purposes. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all User Material, and SYB shall not be responsible or liable for the deletion, accuracy, correction, disclosure, destruction, damage, loss or failure to store any User Material. For the avoidance of any doubt, the license granted by the User to SYB shall remain valid even if this Agreement is terminated for whatever reason.
Any User Material shall be de-personalized by the User before submitted to SYB, ie, the User has to ensure that User Material does not qualify as personal data in the sense of Art. 3 let. a of the Swiss Act on Data Protection when submitted to SYB. The User acknowledges that he have the sole responsibility that any and all User Material is fully de-personalized.
The User Material has to comply with all relevant laws and regulations as well as ethical and medical standards and may not (i) have an illegal, harmful, or harassing content or invade another’s privacy, (ii) infringe rights of a third party, including any intellectual property rights, or (iii) contain viruses or any other computer codes, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
If SYB exploits the User Material, it will name the respective User to the extent reasonably possible. SYB is, however, not obliged to pay to the User a royalty or other financial compensation for such exploitation.
Data Protection
SYB shall comply with all applicable legal provisions regarding data protection. In particular, SYB shall not provide or otherwise disclose any personal data of the User to any third party without authorization. Details on the use of the Users’ personal data by SYB are set forth in the Data Protection Policy of SYB which is accessible on the website of SYB.
Advertising material
Advertisers, if any, are responsible for ensuring that the User Material submitted for inclusion on the Sites complies with all relevant laws and regulations as well as ethical and medical standards. SYB will not take responsibility for any error, omission or inaccuracy in advertising material. Appearance on the Sites does not constitute a guarantee or endorsement of the quality or value of a product or of the allegations made by the manufacturers.
Infringement and indemnification
If the User does not comply with these GTC, SYB has the right to prevent the User from visiting the Sites and using the services connected therewith, and SYB reserves the right to any legal action SYB thinks is appropriate.
If, based on a written agreement between the User and SYB, the User is entitled to provide access the Sites to third persons, the User represents that all such third persons using the Sites are contractually bound by these terms, conditions and disclaimers as well.
The User agrees to indemnify, defend and hold harmless SYB, to the fullest extent permitted by law, against any cause of action, all liabilities, losses, costs or expenses (including reasonable fees and expenses of legal counsel) with respect to any claim by third parties arising out of the User’s failure to perform its obligations under the Agreement.
No right to visit the Sites and modification of the Sites
Unless expressly stated in this or another written agreement between the Parties, SYB has no legal duty to the User, and may at any time and without giving grounds prevent the User from visiting the Sites and using the services connected therewith.
SYB is entitled without prior notice to the User in its free discretion
- to shut down the Sites temporarily or permanently at any time;
- to remove any and all content on the Sites;
- to modify the Sites and the services connected therewith.
Termination of the Agreement
Each Party may terminate this Agreement with immediate effect by email at any time.
Upon termination of the Agreement, the User shall not have access to the Site anymore without restriction. The user data licence according to Article above shall under no circumstances be terminated due to the termination of this Agreement.
Force majeure
No Party shall be liable to the other if performance of any of its obligations hereunder is prevented, hindered, or delayed by the occurrence of circumstances beyond its control, which circumstances shall include, but shall not be limited to, any act of God, act of any government or other statutory undertaking, industrial dispute beyond the area of control of such Party, fire, explosion, accident and power failure, always provided (i) they constitute a force majeure event, ie, are beyond the control of the Party invoking it, and (ii) they are not the result of the failure of such Party to perform any of its obligations under the Agreement.
Following the occurrence of any such event the Party thereby affected shall notify the other Party in due time of such occurrence and such Party shall use its reasonable endeavours to overcome or to minimise the adverse effects thereof.
Performance of the affected and related obligations shall be postponed for a period equal to the time lost by reason of the delay. If as a result of force majeure a Party is rendered definitely unable to perform, or if the period of force majeure has lasted longer than three months or as soon as it is reasonably clear that it will last longer than three months, the other Party may, with immediate effect, terminate the Agreement in writing.
Modification of the Agreement
SYB reserves the right to modify the Agreement at any time, without giving reasons. If the User does not object to the applicability of the revised Agreement within 20 days after receipt of said notice, the modified Agreement shall be deemed to be accepted by the User. If the User does not agree to any change in the GTC, the Agreement shall be terminated automatically.
Miscellaneous
The User shall not assign any rights and obligations under this Agreement without SYB’s prior written consent.
The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement.
Failure or neglect by SYB to enforce any of the provisions of this Agreement shall not be construed or deemed to be a waiver of SYB’s rights nor shall this affect the validity of the whole or any part of this Agreement, nor prejudice SYB’s rights to take subsequent action.
The Parties are and remain independent parties. It is not the Parties’ intent to create and this Agreement does not create the formation of a partnership, joint venture or similar relationship between the Parties.
Should any provision of this agreement be invalid or unenforceable, the remaining provisions shall be valid. In the place of an invalid provision, a valid provision is presumed to be agreed upon by the Parties, which comes economically closest to the one actually agreed upon.
This Agreement is solely governed by substantive Swiss law, regardless of where the person visiting one or several Sites resides or where this person made his submission, posting, transaction or connection with one or several Sites.
All disputes arising out of this Agreement or in connection with this Agreement shall be solely and finally settled by a court of arbitration consisting of one arbitrator in accordance with the Swiss Rules of International Arbitration of the Swiss Chamber of Commerce. The place of arbitration shall be Zurich. The court of arbitration shall conduct the proceedings and all awards shall be rendered in the English language.
Impressum
SYNBONE AG
Neugutstrasse 4
CH-7208 Malans
Phone +41 81 300 02 80
sales@synbone.com
Version 1.2 3.11.2017