General Terms and Conditions of Sale and Delivery

1. General

1.1 These General Terms and Conditions of Sale and Delivery are binding if they are declared applicable in the offer or in the order confirmation or if the parties have agreed to them in writing or by other means. Any terms and conditions of the Purchaser that differ from these shall only be valid if they have been expressly accepted in writing by the Supplier.

1.2 All agreements and legally relevant declarations made by the contracting parties within the framework of the contract must be in writing to be valid. Unless otherwise agreed, texts transmitted or recorded by electronic means are equivalent to the written form.

2. Offers and Conclusion of Contract

2.1 The contract is deemed to have been concluded when the Supplier has confirmed in writing the acceptance of an order (order confirmation). Offers without an acceptance period are non-binding.

3. Scope of Supplies and Services; Technical Documents

3.1 The scope and execution of the supplies and services shall be governed exclusively by the order confirmation, including any documents to which it refers. Any additional supplies and services will be invoiced separately. Technical improvements or further developments may be made by the Supplier at any time, provided that these do not lead to price increases.

3.2 If drawings or other technical documents are handed over, the receiving contracting party acknowledges the associated property rights and other rights of the other contracting party. All technical documents shall be treated confidentially and may not be made accessible to third parties without the prior written consent of the other contracting party. They may only be used for the purpose for which they were handed over and only to the extent necessary for the fulfillment of the contract. They must be returned after termination of the contract.

4. Regulations in the Country of Destination

At the latest with the order, the Purchaser must draw the Supplier's attention to regulations and standards of the country of destination, insofar as they affect the supplies and services and safe operation. Otherwise, the supplies and services shall comply with the regulations at the Supplier's place of business, and any adjustments to the regulations and standards of the country of destination shall be at the Purchaser's expense.

5. Prices

5.1 Unless otherwise agreed, prices are net, ex works according to the Incoterms valid at the time of conclusion of the contract, without packaging, in freely available Swiss francs. Ancillary costs incurred for contract processing such as insurance, transport, official permits, taxes, customs duties or other levies shall be borne by the Purchaser.

5.2 If the costs underlying the calculation increase between the conclusion of the contract and the contractual performance, the Supplier is entitled to adjust the prices stated in the order confirmation accordingly.

6. Terms of Payment

6.1 The payment term is 30 days from the date of delivery or invoice.

6.2 Payments shall be made at the Supplier's domicile, freely at its disposal, without deduction of discount, expenses, taxes or fees of any kind.

6.3 In case of default in payment, the Supplier reserves the right to immediately suspend outstanding deliveries and services and is entitled to claim default interest of 6% p.a. The right to claim further damages is reserved.

7. Retention of Title

The Supplier shall remain the owner of all its deliveries until full payment has been received. The Purchaser is obliged to take, at his own expense, all measures necessary to protect the Supplier's property (e.g. maintenance, insurance). Furthermore, the Purchaser is obliged to cooperate, at his own expense, in all measures and formalities necessary for the establishment and maintenance of a legally valid retention of title.

8. Delivery Period

8.1 The delivery period begins after conclusion of the contract and receipt of the payments due at that time, completion of official formalities and clarification of essential technical matters. The delivery period is deemed to have been observed if the Supplier notifies the Purchaser of readiness for dispatch before its expiry.

8.2 If delivery is delayed by an event which the Supplier cannot prevent despite exercising due care, or if delivery is delayed by an act or omission of the Purchaser or by non-performance or late performance of his contractual obligations, or in the event of force majeure such as natural disaster, epidemic, war, mobilization, political unrest, embargo, labor dispute, accident or any other event which the contracting parties cannot prevent despite exercising due care, the delivery period shall be extended appropriately.

9. Delay in Delivery

9.1 For delayed deliveries of more than 2 weeks, the Purchaser may claim compensation for delay of ½% for each full week of delay up to a maximum of 5% of the contract price for the delayed part of the delivery, provided that a delay was demonstrably caused by the Supplier and the Supplier cannot provide the Purchaser with a replacement delivery.

9.2 If the maximum compensation for delay is reached, the Purchaser must set the Supplier a reasonable grace period in writing. If this grace period expires without being used for reasons for which the Supplier is responsible, the Purchaser may reject the delayed delivery. If partial acceptance is economically unreasonable for the Purchaser, he may withdraw from the contract and reclaim payments made against the return of partial deliveries.

9.3 The Purchaser shall have exclusively the rights and claims mentioned in this Article 9 due to delay of deliveries or services. Further rights or claims are excluded.

10. Packaging, Transport and Insurance

10.1 Packaging shall be carried out by the Supplier at the expense of the Purchaser and shall not be taken back unless otherwise agreed.

10.2 Transport shall be at the Purchaser's expense and risk. For complaints, the Purchaser shall contact the last carrier as soon as he has received the deliveries or freight documents.

10.3 Insurance of the deliveries and services against damage of any kind shall be the responsibility of the Purchaser at his expense, even if it is to be taken out by the Supplier.

11. Transfer of Benefit and Risk

11.1 Benefit and risk shall pass to the Purchaser at the latest upon dispatch of the deliveries ex works in accordance with the Incoterms valid at the time of conclusion of the contract.

11.2 If dispatch is delayed for reasons for which the Supplier is not responsible, the risk shall pass to the Purchaser at the time of the originally planned delivery ex works, and from this time onwards the deliveries shall be stored and insured at the Purchaser's expense and risk.

12. Inspection and Acceptance of Delivery

12.1 The Supplier shall inspect the deliveries and services before dispatch as is customary. The Purchaser shall inspect the deliveries and services within a reasonable period after receipt and shall notify the Supplier immediately in writing of any defects. If he fails to do so, the deliveries and services shall be deemed to have been approved.

12.2 The Supplier shall remedy notified defects as quickly as possible, and the Purchaser shall give him the opportunity to do so.

12.3 Further acceptance tests shall be agreed separately.

12.4 The Purchaser shall have no further claims and rights due to defects of any kind in deliveries or services other than those explicitly mentioned in this Article 12 and in the following Article 13.

13. Liability for Defects; Warranty Period

13.1 The warranty period is 24 months and begins with the departure of the deliveries ex works. In the event of delay in dispatch for reasons for which the Supplier is not responsible, the warranty period shall run for a maximum of 30 months after notification of readiness for dispatch by the Supplier. For parts that are replaced/repaired during the warranty period, the warranty period is 6 months.

13.2 If the Purchaser or third parties carry out improper repairs or modifications without the prior consent of the Supplier, the warranty period shall expire prematurely. The warranty period shall also expire prematurely if the Purchaser does not take the necessary measures to mitigate damage or if the Purchaser does not immediately give the Supplier the opportunity to remedy defects.

13.3 The Supplier is obliged to replace or repair, at his discretion, as quickly as possible, parts of his deliveries which become defective during the warranty period due to poor material, faulty design or manufacture. Replaced parts may be taken back by the Supplier and in this case become his property.

13.4 Warranted characteristics are only those which are explicitly designated as such in the contract or related specifications or requirement specifications. The warranty shall apply at the latest until the expiry of the warranty period. If the warranted characteristics are not fulfilled, the Purchaser shall have the right to subsequent improvement and shall give the Supplier the opportunity to do so. If the subsequent improvement is not successful, the Purchaser shall be entitled to an appropriate reduction in price. In the case of serious defects which cannot be remedied within a reasonable period of time and which significantly reduce the usability of the deliveries or services, the Purchaser may refuse to accept the defective part. If partial acceptance is economically unreasonable for the Purchaser, he may withdraw from the contract and reclaim payments made for the parts affected by the withdrawal against their return.

13.5 The warranty and liability of the Supplier shall be excluded for defects and damage due to natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive stress, unsuitable operating materials, chemical or other environmental influences, work not carried out by the Supplier or other reasons for which the Supplier is not responsible.

13.6 The Purchaser shall have no further claims and rights arising from warranty, liability for defects or lack of warranted characteristics other than those explicitly mentioned in this Article 13.

14. General Limitation of Liability and Exclusion of Further Liability of the Supplier

14.1 For all cases of non-performance or poor performance not explicitly mentioned in these terms and conditions, which are due to fault on the part of the Supplier, the Purchaser may set the Supplier a reasonable grace period for performance of the contract. If this period expires unused due to fault on the part of the Supplier, the Purchaser may withdraw from the contract with regard to the deliveries and services concerned. If partial acceptance is economically unreasonable for the Purchaser, he may withdraw from the contract and reclaim payments made against the return of partial deliveries. If the Purchaser can prove that he has suffered damage, the claim for damages shall be limited to 10% of the price for the deliveries and services affected by the withdrawal from the contract.

14.2 Unless otherwise agreed, all cases of breach of contract and their legal consequences as well as all claims and rights of the Purchaser, regardless of their legal basis, are conclusively regulated in these general terms of delivery. Thus, all claims for damages, price reduction or termination/withdrawal of contract not explicitly mentioned are excluded. Under no circumstances shall the Purchaser be entitled to compensation for consequential damages such as loss of production, restricted use, loss of orders from third parties, claims by third parties for contractual penalties, loss of profit, or other indirect or consequential damages. This exclusion of liability does not apply insofar as it is contrary to mandatory law.

15. Place of Jurisdiction and Applicable Law

15.1 The exclusive place of jurisdiction is at the Supplier's registered office.

15.2 The contractual relationship is subject to Swiss substantive law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods of April 1, 1980 (the "Vienna Convention") is excluded.

RETURNS

Flawless articles that have been delivered by us in accordance with the order can only be returned after prior announcement and with our consent.

Stock items in perfect condition will be credited at the paid net sales price. An administrative cost deduction of 20% will be made, minimum CHF 50.00, maximum CHF 500.00. Any additional transport costs will be charged.

Non-catalog items, delivered according to special specifications, items that are little or no longer in demand, incomplete items as well as goods that are no longer in perfect condition, cannot be credited.

If possible, the credit should be deducted from an open invoice. In exceptional cases, a payment can be made.

Return shipments will no longer be accepted after 3 months from the delivery date.

W. Wahli AG Freiburgstrasse 341 CH-3018 Bern