General Terms and Conditions of Delivery and Sale

1. General — Scope

1.1Deliveries, services and offers from isofloc AG are made exclusively on the basis of these terms and conditions. Conflicting or deviating conditions from the customer are not recognised by us unless their validity has been expressly agreed to in writing. Our sales conditions also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating conditions.

2. Offer, offer documents (drawings, technical documents)

2.1Our offer is non-binding unless the order confirmation states otherwise. Acceptance declarations and orders require our written confirmation to become legally effective. If this is not received by the buyer within 10 days of order receipt, it is deemed a rejection of the offer.

2.2We reserve property and copyright in illustrations, drawings, calculations and other documents. This also applies to such written documents marked "confidential". Before passing them on to third parties, the customer requires our express written consent.

2.3Brochures and plans are non-binding. Information in plans and technical documents is only binding insofar as it is expressly guaranteed. isofloc AG retains all rights to the plans and technical documents it provides. They must not be made accessible to third parties. If no order is placed, all plans and technical documents must be returned to isofloc AG immediately. To the extent that software is included in the delivery, all rights to this software remain with isofloc AG. isofloc AG grants the customer a non-exclusive right to use the software supplied; sub-licensing is not permitted. This right is limited to use in accordance with the contract. The software may not be copied or made available to third parties without prior written consent of isofloc AG.

3. Prices — payment terms

3.1The sales prices for our products are listed in the currently valid price list. This will be sent to the customer on request. For products for which price lists are published on the Internet, the information on the Internet is valid. The prices stated do not yet include the statutory VAT. This is shown separately in the invoice at the rate applicable on the day of invoicing. Unless the order confirmation states otherwise, our prices are "ex works", including normal packaging. All ancillary costs such as freight, insurance, export, transit and other authorisations and notarisations are borne by the customer.

3.2Additional transport packaging costs and the costs for delivery are calculated separately and result from the price list mentioned under section 1.

3.3Unless the order confirmation states otherwise, the purchase price is due net (without deduction) within 30 days from the invoice date. The statutory rules concerning the consequences of late payment apply.

3.4Unless otherwise stated in written agreements or the order confirmation, the customer has set-off rights only if their counterclaims are legally established, undisputed or recognised by us in writing. Furthermore, they are only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

4. Delivery time and service time

4.1Binding delivery dates or deadlines must be agreed in writing.

4.2Compliance with our delivery obligation also presupposes timely and proper fulfilment of the customer's obligations. The defence of non-fulfilment of the contract remains reserved.

4.3Compliance with the delivery period is subject to correct and timely delivery to us. We will inform the customer of any emerging delays as soon as possible.

4.4We are entitled to make partial deliveries and partial performance at any time.

4.5If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for any damage incurred, including any additional expenses. Further claims remain reserved.

4.6If the conditions of section 4 are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the moment they are in default of acceptance or as a debtor.

4.7In the event of a delivery delay we are only liable for proven damage if intentional or grossly negligent conduct can be proven against us.

5. Transfer of risk — packaging

5.1The risk passes to the buyer as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for shipment. If shipment is delayed at the customer's request, the risk passes to the customer with notification of readiness for shipment.

5.2Transport and all other packaging is not taken back; pallets are excepted.

5.3Assembly and commissioning are essentially the customer's responsibility. If we assume the obligation to assemble or commission, the expenses for this are to be reimbursed.

5.4We are only liable for advice if we have received a separate consulting order in addition to an order, have accepted it and have been compensated for it.

5.5Tools and aids provided by isofloc AG for assembly remain the property of isofloc AG and must be returned after completion of the assembly.

5.6At the latest at the time of acceptance, isofloc AG must provide the necessary information in the form of operating instructions and drawings to enable the customer to commission, operate and maintain the system. However, isofloc AG is not obliged to supply construction plans of the system or of spare parts.

5.7To the extent that we have agreed the date of a delivery, assembly or installation service with the customer, the customer is obliged to take all precautions at the work site to enable the intended work to be carried out. The customer is obliged in particular to provide electrical connections, compressed-air connections and adequate lighting at the work site.

5.8If the customer is responsible for the fact that we cannot perform the intended work, not completely or not in a reasonable time, the customer is obliged to compensate us for the resulting damage, in particular for additional costs caused by additional trips and through worked-up or additional working hours of our employees. In determining the damage, the additional costs for the additional work of our employees and additional trips can be applied according to our currently valid assembly cost guidelines. The contracting parties remain free to prove a higher or significantly lower actual damage.

5.9In particular when carrying out installation/assembly work, the parties may agree that conformity of the delivery item with the contract is determined by a joint acceptance inspection.

5.10If no acceptance date has been agreed, we will notify the customer of the acceptance inspection date.

5.11The costs of the acceptance inspection (including costs of test materials and operating supplies) are borne by the customer. The costs of our personnel, however, are borne by us.

5.12A written protocol of the acceptance inspection is drawn up and signed by both parties. Any defects of the delivery item must be recorded.

5.13The delivery item is deemed accepted if it has no or only minor defects, if the acceptance inspection could not be carried out due to the customer's fault, or if the customer has put the delivery item into operation for their own commercial purposes.

5.14If the acceptance inspection reveals a breach of contract regarding the delivery item, we are entitled and obliged to remedy the breach immediately.

6. Liability for defects / warranty

6.1The warranty period is 12 months from readiness for shipment. The notice of defects must be made within one week from receipt of the goods. Hidden defects must be reported within one week after their discovery. We have the right to remedy the defects or to deliver defect-free replacement goods. If subsequent performance fails at least three times, the customer is entitled, at their choice, to demand withdrawal or reduction. This claim must reach us within 10 days. Liability for defects is excluded if the goods have not been paid for on time. Liability for any consequential damage is excluded unless we have acted intentionally or with gross negligence. The limitation period for damages arising from liability for defects is 12 months and begins with the transfer of risk.

7. Overall liability

7.1We are only liable for any damages if we have caused the damage intentionally and through gross negligence. Liability for consequential damages of any kind is excluded to the extent permitted by law. This also applies in particular to indirect damages and lost profits, as well as to organisational fault. All claims arising from product liability are excluded, to the extent permitted by the applicable legal order.

8. Retention of title / assignment of claims from the sale of goods

8.1We retain title to the goods until all claims from the business relationship — including future claims, also from contracts concluded simultaneously or later — have been settled. This also applies if individual or all claims due to us have been included in a current invoice and the balance has been drawn and acknowledged. The customer authorises us to register or note the retention of title in public registers or books and undertakes to provide all signatures requested.

8.2In the event of conduct contrary to the contract by the customer, in particular in the event of late payment, we are entitled to take back the purchased item. Taking back the purchased item does not constitute withdrawal from the contract unless we have expressly declared this in writing. Seizure of the purchased item by us is always a withdrawal from the contract. After taking back the purchased item we are entitled to utilise it; the proceeds of realisation are to be credited against the customer's liabilities — less reasonable utilisation costs.

8.3In the event of seizures or other interventions by third parties, the customer must notify us in writing immediately so that we can take legal action. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit, the customer is liable for the loss incurred by us.

8.4The customer is entitled to resell the purchased item in the ordinary course of business; however, insofar as we still have an open claim against them, they already assign to us all claims, in particular those from a work contract in the amount of the final invoice (including VAT), that arise from the resale against their customers or third parties — regardless of whether the purchased item has been resold with or after processing. We hereby declare acceptance of the assignment. The same applies if the reserved goods are incorporated by the customer as an essential component into a third party's property. In this case, the right to grant a security mortgage with rank before the rest is also assigned. We also accept this assignment. The claim assigned to us in advance also refers to the recognised balance and, in the event of insolvency of the customer's customer, to the then existing "causal" balance.

8.5The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. We undertake, however, not to collect the claim as long as the customer meets their payment obligations from the proceeds collected, does not fall into default of payment and no payment suspension is in place. If this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.

8.6We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 20 %; we are entitled to choose which securities to release.

9. Payments

9.1Unless the order confirmation states otherwise, our invoices are payable 30 days after invoicing without deduction. We are also entitled, even in the event of a different provision by the customer, to credit payments first to the costs, then to the interest and finally to the principal claim.

9.2In the event of exceeding the payment deadline we are entitled to charge interest in the amount of the interest rate calculated by commercial banks for open current account loans plus the statutory VAT. The minimum interest rate is, however, 5 %.

9.3A payment is only deemed to have been made when we can dispose of the amount.

9.4If we become aware of circumstances which call into question the customer's creditworthiness — in particular if they fail to honour a cheque or also stop paying third parties — we are entitled to declare the entire remaining debt due, even if we have accepted cheques. Furthermore, in this case we are entitled to demand advance payments or the provision of security.

10. Place of performance, jurisdiction, applicable law, severability

10.1Unless the order confirmation states otherwise, our place of business is the place of performance.

10.2Unless otherwise agreed, Bütschwil is the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. We reserve the right to sue the customer at any other legal place of jurisdiction.

10.3These terms and conditions and the entire legal relationship between us and the customer are exclusively governed by Swiss law. The UN Convention on Contracts for the International Sale of Goods (Vienna Sales Law) does not apply.

10.4Should a provision in these terms and conditions or a provision within the framework of any other agreement be or become invalid, the validity of all other provisions or agreements shall not be affected thereby.