General Terms and Conditions of Delivery and Payment of Knecht & Müller AG

1. Applicability of the Terms and Conditions
   • The following terms and conditions apply to all quotations and contracts concluded with Knecht & Müller AG (hereinafter referred to as “Seller”) barring written arrangements to the contrary. Any general terms and conditions of the contract partner shall not be valid. They are hereby objected to.
   • All declarations of intent and agreements which are made between the Seller and the Buyer with a view to executing this agreement shall be set down in writing or via fax, including the abolition of this written form clause, unless provisions to the contrary are found in these terms and conditions.
2. Quotation and Contract Conclusion
   • The Seller’s quotations shall be non-binding and without obligation unless the Seller has submitted the quotation in writing as being binding. In the event of a binding quotation, the Seller shall be bound by this quotation for seven working days unless a written agreement to the contrary has been made. Quotations may be submitted over the phone, in text form or by electronic data transmission.
   • The Buyer’s orders may be placed over the phone, in text form or by electronic data transmission. Upon placing an order, the Buyer enters into a purchase contract to which the latter is bound for seven working days after receipt by the Seller.
   • The contract comes into being with the order confirmation or delivery of the merchandise by the Seller.
3. Prices and Payment Terms
   • Authoritative are the prices in the Seller’s price list in effect at the time of the order plus 0.5% shipping insurance on the net merchandise value and plus the respective statutory value added tax. Additional deliveries and services shall be charged separately and are therefore expressly reserved. All prices listed are exclusive of shipping costs.
   • The Seller’s invoices shall be paid without deduction and within 30 days after the invoice date. Any arrangements deviating from this shall be considered special terms and conditions and must always be arranged in writing. A payment shall only be deemed made once the Seller is able to dispose of the funds. Bills of exchange and cheques shall only be considered payments once they are cashed.
   • If the Seller becomes aware of circumstances that call into question the creditworthiness of the Buyer, in particular if the Buyer’s cheque bounces or if the Buyer stops making payments, as well as if the Seller becomes aware of other circumstances that call into question the creditworthiness of the Buyer, then the Seller shall be entitled to make the entire remaining debt due, even if the Seller has accepted cheques. In this case, the Seller shall also be entitled to demand advance payments or security.
   • The Buyer shall not be entitled to offset the purchase price with any claims against the Seller unless the latter has expressly agreed to this in writing. Withholding rights by the Buyer are expressly barred.
   • In case of payment delays, the Buyer shall owe a late payment penalty of 5%. If the Buyer fails to pay timely or if circumstances become known after conclusion of the contract that seriously call into question the Buyer’s creditworthiness, all open claims, including those for which bills of exchange were given, shall immediately become due. Any pending deliveries shall only be made in this case in exchange for prepayment or sufficient security.
4. Transfer of Enjoyment and Risk
   • The risk shall transfer to the Buyer as soon as the Shipment has been handed over to the person handling the shipping or has left the Seller’s warehouse for despatch. The Seller shall assume no liability for damage occurring during shipping.
   • If shipping is delayed at the Buyer’s request or order, the risk is transferred to the latter upon receipt of the notice of readiness for despatch.
5. Delivery
   • Delivery dates or periods to be agreed upon as binding must be set out in writing.
   • Delivery and service delays due to force majeure and due to events temporarily making delivery or provision of service very difficult or impossible – these include strike, lockout, official orders or interventions, unforeseen events, e.g. breakdowns, etc., regardless of whether these occur in the Seller’s company or that of a supplier – shall not be the Seller’s responsibility, even in the event of dates or periods agreed upon as binding. These shall entitle the Seller to postpone the delivery of service for the duration of the impediment plus a reasonable lead time. If the continuation of the contractual relationship is not feasible for the Buyer, the Buyer can partially or completely withdraw from the contract due to the not yet fulfilled portion. If the delivery subsequently becomes impossible or unreasonable for the Seller, the Seller can also partially or completely withdraw from the contract without compensation.
   • The Seller shall become delinquent upon receipt of a written warning, no earlier than ten working days after receipt of the Buyer’s Order by the Seller unless a later delivery date was agreed upon.
   • If the Seller is responsible for non-compliance with binding periods and dates which were promised or is delinquent, the Buyer shall be entitled to compensation for delays in the amount of 0.5% for every full week of delay, however up to a maximum of 5% of the invoiced amount of the deliveries and services concerned by the delay. Any claims exceeding this shall be barred unless the delay is a result of at least gross negligence or caused intentionally by the Seller.
   • The Seller shall only be entitled to partial deliveries and partial services if the partial delivery is usable for the Buyer in the scope of the contractual purpose, the delivery of the remaining goods is ensured, and the Buyer does not as a result of this incur any significant additional expenses or additional costs, unless the Seller agrees to bear these costs.
   • Meeting the delivery and service obligations by the Seller shall be contingent on timely and regular fulfilment of the agreed upon obligations by the Buyer. If the Buyer fails to make the payments and provide the security agreed upon at the time of contract conclusion and prior to delivery, the Seller shall be entitled not to deliver. The same applies if the Buyer is delinquent with payments or any security from other agreements.
   • If the Buyer becomes delayed in acceptance, the risk of random deterioration and destruction of the merchandise shall transfer to the Buyer.
6. Warranty
   • The Seller warranties that the sold merchandise is free of material and manufacturing defects at the time of transfer of risk and that said merchandise exhibits the contractually assured characteristics. Any other warranties shall be barred.
   • The Buyer must inspect the merchandise for defects and condition immediately after receipt. Overt defects must be reported to the Seller in writing within three days after receipt of the merchandise. Defects which do not arise until later and which were not detectable upon acceptance must be communicated to the Seller in writing within three days of their discovery.
   • The warranty period for all merchandise shall be one year from the date of delivery of the same to the Buyer.
   • The transfer of risk shall be authoritative for the presence of a material defect. In particular, therefore no warranty shall be made for damage which occur in the merchandise after the transfer of risk due to faulty or negligent handling, due to improperly performed modifications and repair work by the Buyer or third parties employed without approval. In addition, warranties shall be excluded for normal wear and tear, defects due to inadequate maintenance, non-compliance with the instructions for use, overloading, tests, use of unsuitable materials or owing to other causes.
   • The Seller shall be entitled, at its own discretion, to repair or replace the defective merchandise. If the Seller is unable to perform the repair or replacement within a reasonable period allotted by the Buyer, the Buyer shall be entitled to demand rescission or reduction.
   • The Seller shall assume no liability for the suitability of the merchandise for given purpose if the specific potential use is not listed in a written set of instructions included with the merchandise or the suitability of said merchandise was not expressly approved in writing. In this case, the Buyer itself shall be obligated to check the suitability of the merchandise for the Buyer’s intended use in advance and in detail.
   • The Seller shall be liable to the Buyer for damages arising in connection with defects if the Buyer is able to demonstrate intent or gross negligence to the Seller. Liability for consequential damages due to defects, in particular due to breach of ancillary contractual obligations, due to advising mistakes, unauthorised actions, culpable breach of the repair or subsequent delivery obligation or for business interruption and loss of profit shall be waived insofar as this is permitted by law.
7. Liability
   • The Seller’s liability for all other breaches of obligations shall be barred insofar as permitted by law. Where an exclusion of liability is not permitted by law, such shall be limited to gross negligence and intent.
   • In no case shall the Buyer be entitled, with regard to consequential damages due to loss of production, use, order or profit and other direct or indirect consequential damages, to claim compensation from the Seller.
8. Retention of Title
   • The delivered merchandise shall remain the Seller’s property until full payment has been rendered. The latter shall be entitled to make a corresponding entry in the retention of title registry.
   • If the Buyer becomes delinquent in payment of the purchase price, the Seller shall be entitled to withdraw from the contract (rescission notice) and to reclaim possession of the merchandise.
9. Confidentiality
   Unless otherwise agreed to in writing, the information submitted to the Seller as part of orders shall not be considered confidential.
10. Ethics Clause
    The Buyer shall be prohibited from offering or granting employees or representatives of the Seller discounts, other advantages or subsidies of any kind.

11. Applicable Law and Jurisdiction
    • The Swiss Courts shall have jurisdiction over all disputes. Unless a compulsory court of jurisdiction is provided for, the court at the Seller’s registered office shall be competent.
    • These General Terms and Conditions of Delivery and Payment and contracts entered into based on the same shall be subject to Swiss Law to the exclusion of the UN Convention of the International Sale of Goods (CISG).
12. Final Provisions
    • Concerning the sale of the merchandise specified by the Seller, the General Terms and Conditions of Delivery and Payment shall apply in their version valid at the time of the respective contract conclusion.
    • The Seller shall also reserve to right to make changes to these General Terms and Conditions of Sale at any time.
    • If individual provisions of these General Terms and Conditions of Delivery and Sale are or become ineffective, this shall not affect the legal effect of the remaining provisions.

Version dated January 2017.