General Terms and Conditions (Products) of Suisse Technology Partners Ltd (GTC Suisse TP Prod)

1. General

These general terms and conditions (GTC) shall apply for all sales and deliveries of products by Suisse Technology Partners Ltd (Suisse TP) to a buyer (Customer). Differing and additional provisions shall not apply unless explicitly agreed upon by Suisse TP and the Customer in writing. General terms of the Customer shall only be binding if accepted by Suisse TP in writing. To the extent the GTC do not provide for a regulation the Swiss Code of Obligations shall apply. By accepting ordered and delivered material Customer is accepting these GTC.

2. Purchase Order, Prices and Payment

Nature and scope of goods owed are exclusively defined by Suisse TP’s written offer, which has been accepted by Customer, or by the Customer’s order which has been confirmed in writing by Suisse TP. Amendments of, or additions to, the nature and the scope of goods shall be binding only in written form. VAT is not included in any prices unless explicitly noted otherwise. Invoices are due for payment 30 days after reception of goods.

3. Shipment and Related Costs

Any increase in tariffs and fees such as transport costs, insurance premiums, customs duties, charges etc. occurring after the conclusion of the respective contract shall be borne by Customer even if Suisse TP has agreed to be responsible for transportation, insurance, customs etc.

4. Late Payment

In case Customer fails to comply with the agreed payment terms or becomes insolvent, all open balances become immediately due for payment irrespective of any otherwise agreed payment schedule. In case of late payment by Customer Suisse TP has further the right to immediately stop delivery and/or cancel the contract without having to give prior notice to Customer. Customer shall have to fully indemnify Suisse TP for any damages suffered. In addition, Suisse TP is entitled to cancel immediately all orders confirmed but not yet processed and/or completed and to cancel the respective contracts forthwith.

5. Force Majeure

Force Majeure releases Suisse TP from the obligation to observe any agreed schedule for delivery. Force Majeure shall, without limitation, include war, sabotage, strike, labor conflicts, civil disturbances, riots, revolution, decrees of public authorities, shortage of raw material, flood, fire and other natural disasters and any other unforeseen interruption of work affecting Suisse TP or any of its suppliers or other events that hinder Suisse TP temporarily or permanently in fulfilling of the agreed contract or render such fulfillment commercially unreasonable.

6. Examination, Claims and Warranty

Delivered goods have to be examined by Customer immediately after receipt, before processing at the latest. Any claim in respect of weight or quantity as well as any claim concerning defects of the goods shall be notified to Suisse TP in writing within eight (8) days following receipt of the goods. In case Customer fails to examine the goods and/or to notify Suisse TP in due time on any claim in accordance with these terms, any right of Customer for warranty claims shall be excluded. In case of defective goods Suisse TP shall be granted the opportunity to examine such goods at Customer’s premises otherwise any right of Customer for warranty claims shall be excluded. In the case of justified claims Suisse TPs liability is limited to the replacement of the defective goods at no cost for Customer. Customer shall have no further or other claims against Suisse TP. In particular, Customer shall have not right to rescind the contract, to claim reduction of the price or compensation for damages, e.g. for lost profit. In particular, excluded are any claims by Customer for direct or indirect and consequential damages or for any costs and expenses Customer may incur in connection with defective goods, all subject to mandatory provisions of the Swiss Federal Law on Product Liability. No representation and/or warranty in respect of goods and/or their use shall be inferred by Customer from any oral statements that may be given by Suisse TP’s employees and/or other representatives and any liability of Suisse TP in respect of such statements shall be excluded. Suisse TP shall not be liable in case of failure to observe operating instructions for goods delivered by Suisse TP.

7. Final Provisions

Unless agreed otherwise, place of performance shall be the registered office of Suisse TP in Neuhausen, Switzerland. Place of jurisdiction shall be Schaffhausen, Switzerland (ordinary courts). Swiss law shall exclusively apply