GENERAL TERMS OF PAYMENT AND DELIVERY

§1 General

1.1 The following terms and conditions shall apply to all our offers, sales, deliveries and services and shall become part of the contract. They shall also apply to all future business relations, even if they are not expressly agreed.

1.2 We hereby expressly object to any deviating or supplementary General Terms and Conditions of the Buyer. They shall not apply even if the Buyer has based his order or other declaration on them.

§2 Offers and orders

2.1 Our offers are subject to change unless they are designated as binding in writing. An effective contract shall therefore only be concluded by our order confirmation or the delivery of the goods.

2.2 Dimensions, weights, illustrations, drawings and other documents that are part of our non-binding offers remain our property and are only approximate. They can only become a binding part of the contract if expressly confirmed by us in writing.

§3 Doubtful solvency

3.1 If, after conclusion of the contract, we become aware of circumstances that give rise to doubts about the Buyer’s solvency, we may make further deliveries conditional upon advance payment of the goods by the Buyer. We may set the Buyer a reasonable deadline for the advance payment of the goods and withdraw from the contract if the advance payment is not received by us in due time; the Buyer may provide security by bank guarantee instead of the advance payment. If we have already delivered the goods, the purchase price shall be due immediately without deduction, irrespective of any agreed payment periods.

3.2 Doubts about the solvency of the Buyer shall be justified, inter alia, if an application for the opening of insolvency proceedings against its assets has been filed or if it fails to make payments to us or third parties on time.

§4 Prices

4.1 Our prices shall apply “ex works” unless otherwise agreed with the Buyer. Shipping costs are not included in the prices.

4.2 Statutory value added tax is not included in our prices and shall be shown separately on the invoice at the statutory rate applicable on the date of invoicing.

4.3 If more than 4 months lie between the date of conclusion of the contract and the date of delivery, without this being due to a delay in delivery for which we are responsible, and if our valid price list has changed during this period, we may demand the list price valid on the date of delivery instead of the agreed purchase price. We shall send the Buyer a correspondingly amended order confirmation prior to delivery. In this case, the Buyer may withdraw from his order with respect to the goods for which the price has been increased. He must declare the withdrawal in writing no later than on the 5th working day after receipt of the amended order confirmation.

§5 Delivery time

5.1 All delivery dates stated are non-binding and shall be deemed to have been agreed only approximately, unless they have been expressly designated by us as binding. In the case of non-binding delivery dates, a delivery within 3 days of the stated delivery time shall in any case still be deemed to be on time.

5.2 If we are culpably unable to meet an expressly agreed deadline or are in default for other reasons, the Buyer shall grant us a reasonable grace period, which shall begin with 3 working days. After fruitless expiry of this grace period, the purchaser shall be entitled to withdraw from the contract.

5.3 If performance is temporarily impossible or considerably impeded for us in whole or in part due to force majeure or other extraordinary circumstances for which we are not responsible, the agreed delivery period shall be extended by the duration of the impediment to performance. The same shall apply to a statutory deadline or a deadline set by the purchaser for the performance of the service, in particular for grace periods in the event of default.

5.4 Before the expiry of the delivery period or performance period extended in accordance with paragraph 3, the purchaser is neither entitled to withdraw from the contract nor to claim damages. If the impediment to performance lasts longer than 2 calendar weeks, both the purchaser and we shall be entitled to rescind the contract insofar as the contract has not yet been performed. If the buyer is contractually or legally (e.g. due to loss of interest) entitled to withdraw without setting a grace period, this right remains unaffected.

5.5 In the event of any delay in delivery, insofar as it is not due to intent or gross negligence, claims for damages of any kind shall be excluded.

§6 Shipping

6.1 Shipment shall be made for the account of the Buyer. The risk shall pass to him upon loading of the goods, even if carriage paid delivery has been agreed and/or the shipment is made with our own vehicles. We are not obliged to provide transport insurance.

6.2 Unless expressly agreed otherwise in writing, we shall be entitled to make partial deliveries to a reasonable extent, which shall be invoiced individually.

§7 Payment

7.1 Our invoices are payable within 14 days from the date of invoice without deduction.

7.2 The Buyer shall be in default even without a reminder from us if he does not pay the purchase price within 14 days after the due date and receipt of the invoice or an equivalent payment schedule.

7.3 If the Buyer defaults on a payment, all his payment obligations arising from the business relationship with us – including those for which bills of exchange have been given – shall become due immediately. In this case, we shall be entitled to demand interest from the relevant point in time at the legally stipulated rate. The seller reserves the right to prove higher damages.

7.4 Bills of exchange shall only be accepted on account of performance after prior agreement and in case of discountability without granting a discount. Payments by check/bill of exchange shall also only be accepted on account of performance. The purchase price claim expires only after complete redemption of the bill of exchange. Bill of exchange and discount charges will be charged separately and are payable immediately without deduction.

7.5 The Buyer shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by the Seller or are undisputed. The Buyer shall only be entitled to exercise a right of retention if its counterclaim is based on the same purchase contract.

§8 Warranty/Liability

8.1 The Buyer shall inspect the received goods for completeness, transport damage, obvious defects, condition and their properties. Obvious

Defects must be reported to us in writing by the purchaser within 8 days of delivery of the subject of the contract.

8.2 We shall not be obliged to provide a warranty if the Buyer has not notified us in writing of an obvious defect in due time. Insofar as there is a defect in the goods for which we are responsible and which was notified by the Buyer in writing in good time, we shall be obliged to provide subsequent performance – to the exclusion of the Buyer’s rights to withdraw from the contract or to reduce the purchase price – unless we are entitled to refuse subsequent performance on the basis of the statutory provision. The Buyer shall grant us a reasonable period of time for subsequent performance for each individual defect.

8.3 Subsequent performance may be effected, at the Purchaser’s option, by removal of the defect or delivery of new goods. We shall be entitled to refuse the type of subsequent performance chosen by the Buyer if it is only associated with disproportionate costs. During the supplementary performance, the reduction of the purchase price or the withdrawal from the contract by the buyer are excluded. A subsequent improvement shall be deemed to have failed with the second unsuccessful attempt. If the subsequent performance has failed or if the Seller has refused the subsequent performance altogether, the Buyer may, at its option, demand a reduction of the purchase price or declare its withdrawal from the contract.

8.4 The Buyer may only assert claims for damages under the following conditions due to the defect if the supplementary performance has failed or if we refuse the supplementary performance. The right of the purchaser to assert further claims for damages under the following conditions shall remain unaffected.

8.5 We shall be liable without limitation in accordance with the statutory provisions for intentional or grossly negligent breaches of duty and for damages arising from injury to life, limb or health. Otherwise, we shall only be liable if the breached contractual obligation is recognizably essential for achieving the purpose of the contract, and only limited to the amount of the typically foreseeable damage.

8.6 The limitation of liability pursuant to paragraph 5 shall apply mutatis mutandis to claims for damages other than contractual claims, in particular claims in tort, with the exception of claims under the Product Liability Act. It shall also apply in favor of our employees, workers, representatives and vicarious agents.

8.7 Insofar as we have given a quality and/or durability guarantee with regard to the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damage based on the absence of the guaranteed quality or durability, but which does not occur directly to the goods, if the risk of such damage is obviously covered by the quality and durability guarantee.

8.8 We shall also be liable for damages caused by simple negligence, insofar as such negligence relates to the breach of such contractual obligations, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligations). However, we shall only be liable to the extent that the damage is typically associated with the contract and is foreseeable. Otherwise, we shall not be liable for simple negligent breaches of ancillary obligations that are not essential to the contract. The limitations of liability contained in §7 shall also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents of the seller is concerned.

8.9 Any further liability is excluded regardless of the legal nature of the asserted claim. Insofar as the Seller’s liability is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.

8.10 Warranty claims are always checked against the background of the use of suitable consumables. The warranty claim expires in case of improper use of consumables.

§9 Retention of title

9.1 We retain title to the goods (reserved goods) until receipt of all payments under the purchase contract. The delivered goods shall not become the property of the Buyer until the Buyer has fulfilled all his obligations arising from the business relationship, including ancillary claims, claims for damages and encashment of checks and bills of exchange. In the case of the check/bill of exchange procedure, the retention of title in all its forms listed here does not expire with the payment of the check, but only with the redemption of the bill of exchange.

9.2 The Buyer shall immediately notify us in writing of any access by third parties, in particular of compulsory execution measures and other impairments of its property. The Buyer shall compensate us for all damages and costs arising from a breach of this obligation and from necessary measures to protect against access by third parties.

9.3 If the Buyer fails to meet its payment obligation despite a reminder from us, we may demand the surrender of the reserved goods still owned by it without setting a deadline in advance. The transport costs incurred in this connection shall be borne by the Buyer. The seizure of the reserved goods by us shall always constitute a withdrawal from the contract. After retention of the reserved goods, we shall be entitled to realize them. The proceeds of the sale shall be set off against our outstanding claims.

§10 Place of performance

The place of performance for payments is Wetzikon, for our deliveries of goods the place of dispatch.

§11 Data processing

The Buyer agrees that we may process, in particular store or transmit to a credit protection organization, the data about the Buyer received in connection with the business relationship in compliance with the Data Protection Act for the fulfillment of our own business purposes, provided that this is done within the scope of the purpose of the contract or is necessary to protect our legitimate interests and there is no reason to assume that the Buyer’s interest worthy of protection in the exclusion of the processing, in particular the transmission, of such data prevails.

§12 Severability clause

Amendments or supplements to the contract or these General Terms and Conditions of Delivery and Payment must be made in writing to be effective. Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Delivery and Payment.

§13 Place of jurisdiction and applicable law

13.1 The contractual relationship between the Buyer and us shall be governed exclusively by Swiss law, even if the Buyer has its place of residence or business abroad. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.

13.2 The Buyer is not entitled to assign claims arising from the purchase contract without the Seller’s consent.

13.3 If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for both parties – also for actions on bills of exchange and checks – shall be Wetzikon. However, we shall also be entitled to sue the Buyer at his general place of jurisdiction.

10/2013