General Terms and Conditions

GENERAL / SCOPE OF VALIDITY
The contract is concluded upon receipt of written confirmation from the supplier that he accepts the order (order confirmation). Offers that do not contain an acceptance deadline are non-binding. These terms and conditions of sale and delivery (hereinafter: delivery terms) apply exclusively. Terms of the ordering party that conflict with or deviate from these delivery terms will not be acknowledged unless the supplier would have explicitly given his written agreement with regard to their validity. These delivery terms shall also apply if the supplier executes delivery to the ordering party without reservation and in awareness of terms and conditions of the ordering party that conflict with or deviate from these delivery terms.

All agreements and legally relevant declarations by the contractual parties must be drawn up in writing to be valid.

PLANS AND TECHNICAL DOCUMENTATION
Plans, drawings and descriptions, etc. are copyrighted and remain the intellectual property of the supplier.

PRICES
All prices are – unless agreed otherwise – net, ex works, excluding packaging, in freely available Swiss francs, without any deductions. All ancillary costs such as for freight, insurance, export, transit, import and other permits and certifications shall be borne by the ordering party.

TERMS OF PAYMENT
Payments are to be made without deductions for cash discount, expenses, taxes, levies, fees, customs duties and the like. The obligation to pay shall be deemed to have been fulfilled insofar as Swiss francs have been made disposable to the supplier at the supplier's domicile.

RETENTION OF TITLE
The entire consignment remains the property of the supplier until full payment has been received. The supplier shall be entitled to have a retention of title registered in the register at the place of residence of the ordering party.

INSTALLATION AND REGULATIONS
The ordering party is entitled to installation of the delivery item insofar as such an installation is foreseen in the quotation. Prior to installation of the delivery item, the supplier shall provide the ordering party with written guidelines for the necessary preparatory work. The ordering party undertakes to comply with the applicable technical standards and guidelines of the supplier in carrying out this installation work. The ordering party is responsible for timely completion of the installation preparations in accordance with the supplier's guidelines.

DELIVERY PERIOD
The delivery period begins as soon as the contract with PROFIN AG has been concluded, all official formalities and permits have been obtained, the payments to be rendered and any securities due upon placement of the order have been received, and the main technical points have been clarified. The delivery period shall be deemed to have been fulfilled if the notification of shipping readiness has been sent to the ordering party before the delivery period expires. Compensation for delayed delivery shall be generalised at xx % for each completed week, but at no more than xx %, as calculated based on the contract price of the delayed part of the consignment.

TRANSFER OF BENEFIT AND RISK
Benefit and risk shall be transferred to the ordering party at the latest when the consignment leaves the factory of PROFIN AG. Should the shipment be delayed at the request of the ordering party or for other reasons for which the supplier is not responsible, the risk shall be transferred to the ordering party at the time originally intended for delivery from the factory. The consignment shall be stored and insured for the account and at the risk of the ordering party from this time onwards.

SHIPPING, TRANSPORT AND INSURANCE
Shipping and transport shall take place for the account and at the risk of the ordering party. Insurance against damage of any kind is the responsibility of the ordering party.

INSPECTION, ACCEPTANCE
The ordering party shall inspect the consignments and services as soon as is pertinent in the usual course of business and shall, without delay, give the supplier written notification about any deficiencies. Should he fail to do so, the consignments and services shall be deemed to have been approved.

WARRANTY, LIABILITY FOR DEFECTS
The warranty period is 12 months. It begins when the consignments leave the factory and, in the case of installation by the supplier, upon notification of operational readiness. The warranty period for replaced or repaired parts shall start running again for the duration of 6 months following replacement. The warranty period shall expire prematurely should the ordering party or a third party undertake any improper alterations or repairs. The supplier shall assume liability for subcontracted items solely within the scope of the warranty obligations of the subcontractors concerned.

ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE CONSIGMENT
The supplier shall not be liable for material damage and personal injury caused by the delivery item after delivery if the delivery item is already in the possession of the ordering party. Furthermore, the supplier shall assume no liability whatsoever for damage to products or goods manufactured by the ordering party that contain a product manufactured by the ordering party.

CANCELLATION OF THE CONTRACT BY THE SUPPLIER
The contract shall be amended accordingly insofar as unforeseen events considerably change the economic importance or the contents of the consignments or services or considerably affect the work of the supplier, as well as in the case of subsequent impossibility of execution. Should this not be economically feasible, the supplier shall be entitled to cancel the contract or the affected parts of the contract. In the event that the contract is cancelled, the supplier shall be entitled to remuneration for consignments and services that have already been delivered or rendered. Claims for damages by the ordering party on account of such a cancellation of the contract are excluded.

EXCLUSION OF FURTHER LIABILITY OF THE SUPPLIER - OVERALL LIABILITY
The ordering party shall not be entitled to assert any claims other than those stated in the delivery terms. Further liability on the part of the supplier for compensation for damage, regardless of the legal nature of the asserted claim, is excluded unless explicitly provided for in these delivery terms. In no event whatsoever shall the ordering party be entitled to assert claims for compensation for damage not caused to the delivery item itself, such as namely production loss, loss of use, loss of orders, lost profit or any other direct or indirect damage.

FORCE MAJEURE
Neither the supplier nor the ordering party shall be held liable for failure to fulfil one of their contractual obligations should this be attributable to an impediment that is beyond their control or in particular due to one of the following reasons: fire, natural disasters, armed conflict, confiscation, general shortage of raw materials, limitation in energy consumption, strike.

AMENDMENT OF THE CONTRACT
Should a provision of these delivery terms prove to be ineffective either in whole or in part, the contractual parties shall substitute such a provision for a new agreement that comes as close as possible to fulfilling its legal and economic purpose. The same shall apply to a loophole in the contractual text.

LEGAL VENUE AND APPLICABLE LAW
Legal venue for the ordering party and the supplier is the place of business of PROFIN AG.