GENERAL CONDITIONS OF SALE

Generally

The Distributor accepts the terms and General Conditions of Sale as binding on the award of a contract (order). Deviations shall only be binding on the Supplier if they are expressly accepted by it in writing.

Quotations and orders

Quotations from the Supplier are always subject to change without notice. Price lists and brochures contain information subject to confirmation and suggested prices.

Orders placed in writing, by telephone, during personal discussions, by facsimile transmission or e-mail are binding for the customer until rejection by the Supplier, but for five days at maximum. Contracts become legally binding on receipt of the written confirmation from the Supplier whereby it accepts the order (confirmation of contract).

Prices

All prices listed are exclusive of value-added tax. The Supplier reserves the right to alter prices at any time. In this connection, the new prices shall be applicable after expiry of 30 days following notification of these new conditions by the Supplier to the Distributor.

Terms of payment

New customers shall only be supplied after payment in advance. The Supplier shall decide in respect of alteration of terms of payment.

Orders are payable within 10 days with 2% discount, or 30 days without deductions, following receipt of the invoice, unless otherwise agreed. A payment is made when the Supplier unconditionally has the amount at its disposal. The Supplier may make outstanding deliveries only against payment in advance if the Distributor shall not observe the terms of payment. The Distributor shall be automatically in arrears on expiry of the time for payment of 30 days. The statutory consequences of delay (Art. 103 ff. OR [Swiss Commercial Code]) apply, and the Distributor is required more particularly to pay default interest of 5% from this point in time.

Small orders

A small-order processing fee of CHF 30.00 or EUR 25.00 shall be charged for orders of less than CHF 700.00 or EUR 600.00.

Product modifications

The Supplier reserves the right to alter formal design as well as make modifications to the products which follow technical progress.

Delivery periods

The delivery period is 14 days unless the parties agree otherwise. It begins on the date of the order or on a payment in advance, as soon as the Supplier shall have the amount at its disposal. Delivery is made in good time when the goods have correctly left the factory of the Supplier before expiry of the period. The delivery period shall be extended by a period during which the Distributor shall be in arrears with its obligations arising under this or another Agreement.

In the event of circumstances or incidents for which the Supplier shall not be responsible and which make delivery impossible or unreasonably complicated, as for example, strikes, lock-outs, interruptions to traffic and business, shortages of raw materials or energy, war etc. the Supplier shall be relieved from the duty to make delivery for the duration of the hindrance. The Supplier shall not accept any liability for deliveries delayed on account of import regulations (processing by customs authorities). The Supplier may without incurring any liability, cancel the contract wholly or in part if the hindrance is not eliminated within a foreseeable and reasonable period. The sales target shall be adjusted proportionately if the minimum sales quantity cannot be achieved for reasons for which the Supplier shall not be responsible (supply difficulties).

Delivery

The Distributor shall bear the costs of dispatch unless otherwise agreed, whereby the Supplier shall have the choice of method of transport. Risk passes to the recipient on dispatch of the goods, including where a carriage paid consignment has been agreed. The Supplier has fulfilled its obligations when the goods shall have been correctly delivered to the haulage contractors.

Ownership of a consignment remains with the Supplier until payment of the price of the delivery is made in full. The Supplier shall have the right, at the expense of the Distributor, to have the reservation of ownership entered in the Retention of Title Register, or to take all procedures necessary to protect its ownership, if the Distributor shall be in arrears with payment of the price. The Distributor undertakes on its part to deliver all declarations and carry out all actions to enable the Supplier to establish in law the reservation of ownership.

Returns

Goods supplied in accordance with contract may not be returned or exchanged. The Supplier is not under a duty to reimburse, return or store goods which are returned without prior agreement.

Complaints

Complaints are to be made in writing to the Supplier within 10 days of receipt of the goods at the premises of the customer. The goods shall be deemed to be free of defect if the Distributor shall not notify defects in correct form and within the set period. The Supplier shall only be under a duty to make a replacement delivery or carry out subsequent improvements free of charge, in the event of a justified complaint. Deficiencies in supply shall subsequently be made good by the Supplier.

Guaranty and liability

Loss of use as a consequence of force majeure, normal wear and tear, improper treatment, incorrect storage, tampering by the purchaser or a third party, excessive use, unsuitable operating material or extreme environmental influences, is excluded from the guaranty.

Other claims by the Distributor (whatever the legal grounds) are excluded to the extent permissible by law. The Supplier only accepts liability for gross negligence or willfulness, and liability for contractors and any agents is excluded.

The Distributor is responsible for observance of domestic and foreign export regulations in connection with products which it re-sells. The Distributor shall be fully liable to the Supplier, the purchaser or third parties for losses arising, if it modifies the re-sold products The provisions of the law concerning product liability remain reserved.

Applicable law and place of jurisdiction

Contracts which have these General Conditions of Sale as a constituent part as well as contracts concerning further services of the Supplier in connection with the subject matter of delivery, are subject to the law of Switzerland, to the exclusion of the United Nations Treaty concerning international sale of goods (CISG). The place of jurisdiction for legal disputes shall be the court appropriate for the location of the registered office of the Supplier.