1. Scope of application

These General Terms and Conditions (GTC) apply to all services provided by Rüfenacht Pharma Retail Solutions SA, headquartered in Sierre (Switzerland), hereinafter referred to as “Rüfenacht”.

They govern all offers, contracts, orders, and services related to retail campaign execution and retail solutions for the Swiss pharmaceutical industry, unless otherwise agreed in writing.

In the event of contradiction between these GTC and a written offer or contract, the written offer or contract shall prevail.

2. Description of services

Rüfenacht provides retail solutions and execution services for the Swiss pharmaceutical and healthcare retail market, including but not limited to:

  • Campaign planning support
  • Production coordination
  • Warehousing and logistics
  • Nationwide delivery
  • Installation and merchandising at points of sale (PoS)
  • Field operations coordination
  • Reporting and proof of service
  • Digital and technical retail solutions
  • Coordination of third-party suppliers

Rüfenacht acts as a single point of contact and execution partner, coordinating the different actors involved in a campaign.

Unless explicitly agreed in writing, Rüfenacht does not act as manufacturer of promotional material and is not responsible for defects related to third-party production.

3. Offers and conclusion of contract

Offers are valid for 30 days, unless otherwise stated.

A contract is considered concluded when one of the following occurs:

  • written acceptance of the offer,
  • signed quotation,
  • confirmation by email,
  • or written confirmation to start the project.

The execution of the project shall begin only after:

  • receipt of the required down payment in accordance with Article 4,
  • or written agreement between the parties to start execution without prior payment.

For the purpose of these GTC, the start of execution may include, but is not limited to:

  • project planning,
  • supplier coordination (email exchange with third-party),
  • booking of points of sale (PoS),
  • reservation of logistics or merchandising capacity,
  • reception of material in the Rüfenacht warehouse,
  • preparation for deployment,
  • production orders placed with third parties.

Any modification requested after acceptance of the offer may result in a revised offer and additional costs.

Rüfenacht reserves the right to postpone the start of execution until all required information, approvals, materials, and payments have been received.

4. Prices and payment terms

All prices are expressed in Swiss francs (CHF), excluding VAT, unless otherwise stated.

Payment terms are as follows:

  • 20% of the total budgeted project amount is due upon signature of the quotation.
    This payment confirms the reservation of project capacity and initiates planning and coordination.
  • The remaining 80% is invoiced upon completion of the project, based on the effective work performed and actual placements, and is payable within 30 days from the invoice date, unless otherwise agreed in writing.

Rüfenacht reserves the right to delay, suspend, or stop the execution of the project if the down payment has not been received or if invoices remain unpaid.

In case of late payment, Rüfenacht reserves the right to charge reminder fees of CHF 50 per reminder, as well as default interest of 5% per year in accordance with Article 104 of the Swiss Code of Obligations (CO).

Rüfenacht reserves the right to require full or partial prepayment for new clients, or special projects.

Additional costs resulting from changes requested after confirmation of the offer will be invoiced separately.

5. Client obligations

The client is responsible for providing, depending on the nature of the project:

  • correct artwork and print files,
  • correct quantities,
  • correct addresses and PoS lists,
  • required approvals,
  • compliance with all applicable regulations, including pharmaceutical regulations,
  • complete and correct instructions,
  • promotional material conforming to agreed specifications.

Unless otherwise agreed, all campaign material must be delivered to the Rüfenacht warehouse no later than 3 weeks before the planned deployment date.

Rüfenacht cannot be held responsible for delays or errors caused by:

  • incorrect data,
  • late approvals,
  • missing instructions,
  • late delivery of material,
  • non-compliant material.

6. Third-party suppliers and subcontractors

Rüfenacht may use subcontractors, suppliers, carriers, and external partners to perform part of the services.

Although Rüfenacht strives to ensure timely and proper execution, it cannot be held responsible for delays or failures caused by third parties, including:

  • manufacturers,
  • printers,
  • transport companies,
  • merchandisers,
  • points of sale,
  • external service providers.

Any warranty related to third-party products or services is limited to the warranty provided by the supplier concerned.

7. Delivery, installation and timing

Delivery dates, installation dates, and campaign schedules are defined based on the information available at the time of the offer and are considered indicative unless explicitly confirmed in writing as binding.

The proper execution of the project depends on the timely collaboration of the client and third parties.

Rüfenacht shall not be held responsible for delays caused by factors outside its reasonable control, including but not limited to:

  • late validation by the client,
  • late delivery of promotional material,
  • incorrect or incomplete instructions,
  • delays caused by suppliers, printers, carriers, or subcontractors,
  • constraints imposed by points of sale (PoS),
  • limited availability of installation or merchandising capacity,
  • transport disruptions,
  • force majeure events.

Unless otherwise agreed in writing, all campaign material must be delivered to the Rüfenacht warehouse no later than three (3) weeks before the planned deployment date.

If this deadline is not respected, Rüfenacht cannot guarantee the initially planned deployment schedule and reserves the right to adapt the timeline according to operational constraints.

When the installation at the point of sale is not performed by Rüfenacht but by the PoS itself, or when the material is shipped directly to the PoS, Rüfenacht cannot guarantee the installation date, the installation quality, or the effective placement of the material.

Rüfenacht will make reasonable efforts to meet the agreed schedule, but no liability shall arise from delays that do not result from gross negligence or intentional misconduct.

In case of urgent requests, compressed timelines, or changes requested after project confirmation, Rüfenacht cannot guarantee the originally planned schedule and reserves the right to charge additional costs related to priority handling, rescheduling, or additional logistics.

8. Point of Sale (PoS) constraints

All installations, placements, and campaign executions at points of sale (PoS), including pharmacies, drugstores, and retail partners, are subject to the approval, cooperation, and availability of the PoS concerned.

Rüfenacht cannot guarantee the effective installation or placement of promotional material when this depends on the cooperation of the PoS or third parties.

Rüfenacht shall not be held responsible in particular in the following cases:

  • refusal of installation by the PoS,
  • removal or modification of the installation by the PoS,
  • lack of available space at the PoS,
  • installation delayed or not performed by the PoS,
  • installation performed differently from the initial plan,
  • competing campaigns already in place,
  • internal constraints of the PoS,
  • instructions given directly to the PoS by the client without coordination with Rüfenacht.

When installation is performed by Rüfenacht or its partners, Rüfenacht undertakes to perform the installation with professional care, but cannot guarantee permanent visibility of the material after installation.

When the material is shipped directly to the PoS, or when installation is performed by the PoS itself, Rüfenacht cannot guarantee:

  • the installation date,
  • the installation quality,
  • the visibility of the material,
  • the effective placement of the material.

The client acknowledges that PoS remain independent entities and that Rüfenacht has no authority over their internal organization.

9. Reporting and proof of service

When included in the offer, Rüfenacht provides reporting, including photos, installation confirmations, or campaign summaries.

These elements constitute proof of execution but do not guarantee commercial success.

Minor deviations from the initial plan may occur without constituting a defect in performance.

10. Limitation of liability

Rüfenacht undertakes to perform its services with professional care and in accordance with the agreed specifications.

Rüfenacht’s liability is limited to damages caused by gross negligence or intentional misconduct.

To the extent permitted by law, Rüfenacht’s total liability arising from a project is limited to the amount invoiced for the services concerned.

Rüfenacht shall not be liable for indirect or consequential damages, including but not limited to:

  • loss of profit,
  • loss of sales,
  • loss of opportunity,
  • missed product launch,
  • reputational damage,
  • loss of market share,
  • internal costs of the client,
  • claims from third parties,
  • campaign performance below expectations.

Rüfenacht shall not be liable for damages resulting from:

  • incorrect or incomplete information provided by the client,
  • late approvals,
  • late delivery of material,
  • defects in material supplied by the client,
  • delays caused by suppliers, carriers, or subcontractors,
  • constraints imposed by points of sale,
  • installation performed by the PoS,
  • force majeure events.

The client acknowledges that retail campaign execution involves multiple independent actors and that Rüfenacht cannot guarantee the commercial success of a campaign.

Any liability exceeding the limits defined above is excluded to the extent permitted by Swiss law.

11. Force majeure

Rüfenacht shall not be held liable for the non-performance or delayed performance of its obligations when such failure results from circumstances beyond its reasonable control (force majeure).

Force majeure includes, but is not limited to:

  • natural events,
  • accidents,
  • fire,
  • transport disruption,
  • supplier failure,
  • shortage of materials,
  • strikes or labor disputes,
  • illness or unavailability of staff,
  • IT or communication failures,
  • government measures,
  • regulatory restrictions,
  • customs or import delays,
  • pandemic or epidemic,
  • any event affecting points of sale or third-party partners.

In the event of force majeure, Rüfenacht shall make reasonable efforts to adapt the execution of the project, but cannot guarantee compliance with the initially planned schedule.

Delays or changes resulting from force majeure shall not give rise to any claim for damages, penalties, or cancellation without costs.

If the execution of the project becomes impossible or excessively difficult due to force majeure, Rüfenacht reserves the right to:

  • postpone the project,
  • modify the execution conditions,
  • or terminate the project.

In such case, the client shall pay for all work already performed and all costs already incurred.

The client acknowledges that campaign execution involves multiple independent actors and that Rüfenacht cannot guarantee execution under all circumstances.

12. Intellectual property

The client retains ownership of its artwork, brand elements, and campaign content.

Rüfenacht retains ownership of its tools, methods, templates, and execution processes.

Unless otherwise agreed, Rüfenacht may use photos of installations for internal documentation and marketing purposes.

13. Confidentiality

Both parties agree to keep confidential all commercial and technical information exchanged.

Upon request, a separate Non-Disclosure Agreement (NDA) may be signed.

14. Cancellation and termination

Once the offer has been accepted, the project is considered confirmed and resources are reserved for its execution.

If the client cancels the project after confirmation of the offer, the following conditions apply:

  • The down payment of 20% of the total budgeted amount remains due and is retained to cover coordination, planning, and administrative work.

If the cancellation occurs within 15 working days before the planned campaign launch,

50% of the total budgeted amount is due, even if the campaign has not yet been deployed.

In addition, Rüfenacht reserves the right to invoice all costs already incurred at the time of cancellation, including but not limited to:

  • production costs,
  • logistics costs,
  • warehousing costs,
  • booking of points of sale,
  • merchandising or installation reservations,
  • supplier commitments,
  • transport costs,
  • any work already performed.

If the total costs already incurred exceed the amounts mentioned above, the client shall reimburse the actual costs incurred.

For long-term clients, framework agreements, or special situations, Rüfenacht may adapt these conditions as a commercial gesture, without creating any obligation for future projects.

Rüfenacht reserves the right to suspend or terminate the project in case of non-payment, lack of cooperation, or failure by the client to provide the required information, material, or approvals.

In such cases, the work already performed and the costs incurred remain due.

15. Warranty

Rüfenacht guarantees that services will be performed with professional care and according to the agreed specifications.

Rüfenacht does not guarantee the commercial success of a campaign.

16. Applicable law and jurisdiction

These GTC are governed by Swiss law.

Place of jurisdiction is Sierre (Valais), Switzerland, unless mandatory legal provisions provide otherwise.

17. Language

These GTC may be available in several languages.

In case of discrepancy, the French version shall prevail.

18. Version and validity

These General Terms and Conditions enter into force on 18 March 2026.

They remain valid until a new version is published by Rüfenacht Pharma Retail Solutions SA.

Rüfenacht reserves the right to modify these General Terms and Conditions at any time.

The version applicable to a project is the version in force at the date of acceptance of the offer, unless otherwise agreed in writing.

The current version of the General Terms and Conditions is available upon request and on the company’s official communication documents or website.

By accepting an offer, the client confirms having read and accepted the General Terms and Conditions in force at that date, without reservation.