General Terms and Conditions of CONICA AG

Status 01.01.2015

SCOPE

All deliveries and the related services are made solely on the basis of these terms of sale. This means that any references by the buyer to his own terms of business shall not apply. These terms of sale also apply to all future transactions. Provisions that differ from these terms of sale require the express written approval of CONICA AG.

PRICES

All prices are ex works per unit plus applicable VAT and without VOC duty, unless quoted otherwise. We expressly reserve the right to make adjustments to the prices.

ORDERS

Subsequent to our receipt, orders placed by the buyer shall be binding and shall commit the latter to the purchase in accordance with the order. We reserve the right to insist on the original order. Especially during the freeze period (Frozen Zone), changes to orders cannot be guaranteed. For land transport, Frozen Zone constitutes 3 working days and for sea transport, 8 working days. Changes made within the Frozen Zone are subject to a premium and shall be invoiced at a flat rate in accordance with the offer. Other cancellation expenses having a causal connection shall be invoiced at cost.

SMALL QUANTITIES

Small quantities shall be invoiced at a flat-rate premium based on expenses and offer.

PAYMENT

Our invoices are, in the absence of any other agreement, payable within 30 days net. If payment deadlines are not met, CONICA AG has the right to reclaim the goods and to withhold further deliveries. All rights are still reserved in the case of late payment. If the buyer is late in the fulfilment of his obligations then, subject to any further claims, we shall be entitled to charge interest on arrears in the amount of 3% above the applicable bank rate of the central bank in whose currency the billing is done, and to halt further deliveries, even if they are already on the way, and to revoke payment terms granted for deliveries that have already been carried out. In the case of late payment by the buyer we are also entitled to withdraw from the contract without extending the deadline.

DELIVERY

Place of performance for deliveries is Schaffhausen unless otherwise quoted.

ADDITIONAL SHIPPING CHARGES

Transportation costs for time-critical deliveries and express deliveries shall be charged either at cost or at a flat-rate premium in accordance with the offer. In cases of difficult access, difficult unloading, and/or waiting times, as well as for special types of transportation (e.g. crane trucks or thermo transports) the additional work and expense will be charged.

DAMAGE IN TRANSIT AND COMPLAINTS

Any damage is to be noted on the delivery note immediately upon receipt, recorded in writing and reported to the carrier (shipping company, railway, postal service) immediately.

Any complaints concerning for example damage in transit, defects and incorrect deliveries that are visible on proper inspection, shall only be recognized by us if they are made in writing within 8 days from the time of receiving the goods. They are to be directed to the competent Customer Service Centre. Otherwise the goods are deemed to have been approved.

RETURNS

Returns of goods shall be accepted only after prior notification and approval by us, if they are in good condition and in the original packaging. They will be credited up to a maximum of 80% of the invoiced amount. This credit note must be used within 12 months. The shipping costs incurred will be charged in every case in accordance with the valid GU tariff.

PROPERTIES

The properties of our products are basically just those that are expressly agreed in the contract or in our product descriptions, specifications and labelling. Public statements, recommendations or advertising statements by us or the manufacturer do not constitute information regarding the properties and condition or regarding a form of use required by the contract.

LIABILITY

In the event of justified complaints, we will choose to make either a rectification or a price reduction. Cancellation shall be excluded.

We will replace the defective goods or offer a discount. Claims by the purchaser for damages that are based on a breach of our contractual or legal obligations due to minor negligence are expressly excluded, as well as our liability for damage (including indirect or consequential damage such as loss of profits). Claims by the purchaser for damages due to delay or impossibility of performance are limited in their amount to the purchase price of the delayed or omitted part of our delivery, except in the case of gross negligence.

Any customer or installer of CONICA AG is an independent entity over which CONICA AG has no control and no right of control. CONICA AG specifically disclaims any responsibility for any damages, whether direct, indirect, consequential, financial or otherwise, to any party, including related or unrelated third parties, for the actions, inactions, performance, nonperformance, payment or nonpayment of any individual, agent or entity engaged in the use or installation of the CONICA AG product line. CONICA AG makes no claims or representations regarding the training, expertise, competency or financial wherewithal of any customer or installer of the CONICA AG products.

PACKAGING

In principle, all packaging is disposable packaging, included in the price and not returnable. In the event that deliveries are executed in returnable packaging, these shall be returned to us within 30 days after reaching the customer, at the customer’s expense and risk, emptied and in perfect and clean condition.

FORCE MAJEURE

If events and circumstances whose occurrence is beyond our control (such as natural causes, war, labour disputes, lack of raw materials or energy supply, disturbances to traffic or services, damage caused by fire or explosions, decrees by the authorities), reduce the availability of the goods from the plant where we obtain the goods, or if the goods are not available from our suppliers, so that we are not able to fulfil our contractual obligations (while duly taking into account other internal or external delivery obligations), then we are (1) relieved from our contractual obligations for the duration of the disturbance and to the extent of its impact, and (2) we are not obliged to procure the goods from third parties. Clause (1) shall also apply if the events and circumstances make the execution of the respective transaction economically disadvantageous for us or if they relate to our upstream suppliers. If these events last for longer than 3 months, we shall be entitled to withdraw from the contract, in which case the buyer does not have a right to compensation for damage.

PRODUCT ADVICE

CONICA AG offers advice regarding the products. The selection and use of the product is, however, solely the responsibility of the buyer. We do not accept any liability resulting from this advice, or from any on-site monitoring that we may do, for example with regard to the usefulness of our products for the purpose intended by the customers.

APPLICABLE LAW

The contractual relationship shall be subject to Swiss law. Application of the Vienna Convention on Contracts for the International Sale of Goods shall be excluded in all cases.

PLACE OF JURISDICTION

The place of jurisdiction is the location of the registered office of CONICA AG or – at our discretion – the general place of jurisdiction of the purchaser.

Schaffhausen, January 2015