General Terms and Conditions

GENERAL TERMS AND CONDITIONS of SFT Surface Treatment GmbH (hereinafter SFT)

1. General

The contract and its modifications are subject to written form; it comes into effect upon receipt of SFT's written confirmation accepting the order (order confirmation). These general terms and conditions are binding if declared applicable in the offer or order confirmation. Contrary conditions of the purchaser are only valid if explicitly and in writing accepted by SFT. SFT is entitled to revoke offers after an unused period of three (3) weeks from dispatch.

2. Scope of Deliveries and Services

The deliveries and services of SFT are conclusively listed in the order confirmation, including any attachments thereto. The delivery and performance obligations of SFT are considered fulfilled when the delivered goods and services comply with the agreed written specifications, plans, and other technical documents.

3. Documents and Technical Documentation

Brochures and catalogs are not binding unless otherwise agreed. Information in technical documents is binding only to the extent explicitly assured. SFT reserves all rights to the handed-over documents and technical documentation. The purchaser acknowledges these rights and will not make the documents accessible to third parties in whole or in part without prior written authorization from SFT or use them outside the purpose for which they were provided. The purchaser examines the technical documents and promptly informs SFT of any change or addition requests.

4. Purchaser's Requirements and Specifications

The purchaser must inform SFT, no later than placing the order, of any requirements and specifications related to the execution of deliveries and services.

5. Changes to Orders

The purchaser may request changes to an order at any time, with corresponding compensation and adjustment of execution deadlines, which SFT is notified of in a timely manner.

6. Delivery Conditions

All prices are net, unless otherwise agreed. Delivery and performance obligations are expressly subject to the condition that all required approvals, including export, transit, and import permits, in accordance with relevant legal and other requirements, are available on time. The refusal to renew or revoke required official approvals is considered force majeure. The delivery time for all goods and services is 2 weeks from the order date. For short-term orders, SFT reserves the right to impose surcharges of up to 50% of the total price. The dates for the completion of the work are determined with the purchaser upon order placement.

7. Payment Conditions

Payments are to be made by the purchaser in accordance with the agreed payment conditions at SFT's domicile without deduction of any contractually unagreed discounts, expenses, taxes, levies, fees, customs duties, and the like. Any VAT levied abroad is to be paid by the purchaser. This also applies to all other taxes, fees, contributions, and customs duties levied outside Switzerland. Unless otherwise agreed, invoices are payable net thirty (30) days after issuance. If the purchaser fails to meet the agreed payment deadlines, he shall, without a reminder, pay interest from the due date at the interest rate customary at SFT's domicile, but at least 4% above the respective discount rate of the Swiss National Bank. In this case, SFT reserves the right to withhold outstanding deliveries/services until the open invoices are settled. If, according to SFT's assessment, the purchaser is in payment difficulties, SFT is entitled to provide deliveries/services only against prepayment or sufficient securities. If the purchaser does not make such advance payments or provide sufficient securities within a reasonable extension of the payment period, SFT can terminate individual or all ongoing contracts in whole or in part. The right to claim further damages remains reserved. Bank charges for payments in foreign currency are borne by the client.

8. Delivery Deadline

Delivery dates in order confirmations are non-binding indicative dates. In case of delayed delivery, the purchaser is obligated to set a reasonable grace period in writing for SFT under threat of withdrawal in the event of non-compliance. This applies in particular if SFT unreasonably delays the execution of deliveries and services to the extent that timely completion is no longer foreseeable, if a contractually non-compliant execution is expected, or if deliveries or services have been executed in a manner contrary to the contract due to the fault of SFT. If this grace period passes unused due to SFT's fault, the purchaser can, with regard to deliveries or services that have been executed contrary to the contract or whose contractually non-compliant execution is expected, withdraw from the contract and demand a refund of the corresponding share of payments already made. In such a case, regarding any damages claim by the purchaser and the exclusion of further liability, the provisions of Clause 11 apply, and the damages claim is limited to 10% of the contract price for deliveries and services for which the withdrawal is made.

9. Execution of Work

SFT provides the necessary employees at the rates valid at the time of work execution. Charges include work, travel, and waiting time. The purchaser provides the necessary support for the execution of work free of charge.

10. Inspection and Acceptance of Deliveries and Services

The purchaser must inspect deliveries and services within five (5) working days during a visual check for damages, completeness, or faulty delivery and describe any complaints in detail, notifying SFT in writing. Failure to do so deems damages, incomplete, or faulty deliveries and services as approved. The purchaser authorizes SFT to investigate reported complaints at the purchaser's premises. Upon the purchaser's or SFT's request, an acceptance inspection takes place, during which the purchaser checks the delivered goods or services with the care of a prudent businessman and immediately reports any defects to SFT. If the purchaser has recognized a defect but waives reporting or asserting the defect, it is deemed approved. Defects not recognizable during the acceptance inspection must be reported to SFT within fourteen (14) days of discovery; otherwise, the delivered goods are considered approved even regarding such hidden defects. A protocol is created for the acceptance of hidden defects, to be signed by the purchaser and SFT or their representatives. It records whether the acceptance has taken place, whether it took place with reservations, or whether the purchaser refused acceptance. In the latter two cases, the claimed defects must be individually recorded in the acceptance protocol. The purchaser cannot refuse acceptance and signing of the acceptance protocol due to minor defects, especially those that do not significantly impair the functionality of the deliveries or services. Such defects must be rectified promptly by SFT. In case of significant deviations from the contract or serious defects, the purchaser must give SFT the opportunity to rectify them within a reasonable grace period. Another acceptance inspection takes place afterward. If significant deviations from the contract or serious defects reappear during this inspection, the purchaser can demand a corresponding price reduction. However, if the defects or deviations revealed during this inspection are so serious that the delivered goods and services are not usable for the intended purpose or only to a significantly reduced extent, the purchaser has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable, to withdraw from the contract. SFT can only be obligated to refund the amounts paid for the parts or services affected by the withdrawal. Acceptance is also considered to have taken place if the acceptance inspection cannot be carried out on the scheduled date for reasons not attributable to SFT, if the purchaser refuses acceptance without being entitled to do so, if the purchaser refuses to sign a drafted acceptance protocol, or as soon as the purchaser uses the deliveries or services of SFT.

11. Warranty, Liability for Defects

The warranty period is twenty-four (24) months, commencing with the agreed acceptance of deliveries and services, but no later than within fourteen (14) days after the delivery date or the execution of work. The warranty expires prematurely if the purchaser or third parties make improper changes or repairs, or if, in the event of a defect, the purchaser does not promptly take all appropriate measures to mitigate the damage and provides SFT with the opportunity to rectify the defect. Upon written request by the purchaser, SFT undertakes to rectify or replace as quickly as possible all parts of SFT's deliveries and services that become provenly defective or unusable due to poor material or faulty execution until the end of the warranty period. SFT bears the costs of rectification. Assured properties are only those explicitly designated as such in the order confirmation. The assurance applies at most until the end of the warranty period. If an acceptance inspection is agreed upon, the assurance is deemed fulfilled when proof of the relevant properties has been provided during this inspection. If the assured properties are not or only partially fulfilled, the purchaser initially has the right to rectification by SFT. The purchaser must grant SFT the necessary time and opportunity for this. If rectification is not successful or only partially successful, the purchaser has the right to a reasonable price reduction. If the defect is so serious that it cannot be rectified within a reasonable period, and the delivered goods or services are not or only to a significantly reduced extent usable for the intended purpose, the purchaser has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable, to withdraw from the contract. SFT can only be obligated to refund the amounts paid for the parts or services affected by the withdrawal. SFT is excluded from warranty and liability for consequential damages and damages not proven to have arisen due to poor material or faulty execution, e.g., due to natural wear and tear, improper handling, excessive stress, and other reasons not attributable to SFT. SFT especially does not warrant defects resulting from improper further processing or improper or unforeseen application. For defects in material or execution and for the absence of assured properties, the purchaser has no rights and claims except those expressly mentioned above. SFT is only liable for unlawful intent or gross negligence for claims by the purchaser due to defective advice and the like or due to the violation of any other ancillary obligations.

12. Non-Fulfillment, Poor Performance, Consequences

In all cases of poor or non-performance not expressly regulated in these conditions, the purchaser is entitled to set a reasonable grace period for SFT for the affected deliveries or services, under threat of withdrawal in case of non-compliance. This applies especially if SFT unreasonably begins the execution of deliveries and services so late that timely completion is no longer foreseeable, a contractually non-compliant execution can be foreseen, or deliveries or services have been executed in a manner contrary to the contract due to SFT's fault. If this grace period expires unused due to SFT's fault, the purchaser can, regarding deliveries or services that have been executed contrary to the contract or whose contractually non-compliant execution is expected, withdraw from the contract and demand a refund of the corresponding share of payments already made. In such a case, regarding any damages claim by the purchaser and the exclusion of further liability, the provisions of Clause 11 apply, and the damages claim is limited to 10% of the contract price for deliveries and services for which the withdrawal is made.

13. Contract Termination by SFT

If unforeseen events significantly change the economic significance or content of deliveries or services or significantly affect SFT's work, as well as in the case of subsequent impossibility of execution, the contract will be adjusted reasonably. If this is economically unreasonable, SFT has the right to terminate the contract or the affected parts of the contract. If SFT wishes to make use of contract termination, it must notify the purchaser immediately upon recognizing the scope of the event, even if an extension of the delivery period has initially been agreed upon. In the event of contract termination, SFT is entitled to compensation for the already provided deliveries and services. Damages claims by the purchaser due to such contract termination are excluded.

14. Force Majeure

SFT is exempt from its delivery and performance obligations if its contract fulfillment is prevented by unforeseeable, unavoidable, or other events beyond SFT's control. If the prevention due to force majeure lasts more than three (3) months, each party is entitled to terminate the unfulfillable part of the contract.

15. Exclusion of Further Liability by SFT

All cases of contractual breaches and their legal consequences as well as all claims by the purchaser, regardless of the legal grounds, are conclusively regulated in these conditions. In particular, all claims not explicitly mentioned, such as claims for damages, reduction, contract annulment, or withdrawal from the contract, are excluded. In no case does the purchaser have claims for compensation for damages that did not arise directly from the delivered goods, such as production losses, loss of use, loss of orders, lost profits, and other indirect or direct damages. This exclusion of liability does not apply to unlawful intent or gross negligence by SFT, but it also applies to unlawful intent or gross negligence by auxiliary persons. Moreover, this exclusion of liability does not apply to the extent that it is contrary to mandatory law.

16. Independence

Both SFT and the purchaser are independent companies, and neither party is authorized to act in the name or on behalf of the other party or to assume obligations without prior written agreement.

17. SFT's Right of Recourse

If persons are injured or third-party property is damaged due to the actions or omissions of the purchaser or its auxiliary persons, and SFT is held liable for this reason, SFT has a right of recourse against the purchaser.

18. Assignment

SFT is entitled to assign rights and obligations from the contract concluded with the purchaser to third parties in whole or in part without the written consent of the purchaser.

19. Intellectual Property Rights

All intellectual property rights of SFT, including copyright and personality rights, patents, models, designs, utility models, trademarks, names, and companies, as well as know-how, belong to SFT and may not be copied or otherwise used without the prior written agreement with SFT.

20. Permits and Compliance with Legal Requirements

SFT undertakes to obtain any necessary permits for contract fulfillment in accordance with the relevant legal regulations.

21. Confidentiality

This contract, offers, order confirmations, and all other important documents and information transmitted by SFT to the purchaser, its advisors, employees, or subcontractors must be treated as confidential. Their disclosure and use are exclusively for persons who need them for the fulfillment of their task, and the purchaser will not disclose such information and data to third parties without the prior written consent of SFT.

22. Place of Performance, Jurisdiction, and Applicable Law

The place of performance and jurisdiction is Ammerswil, Switzerland. However, SFT is entitled to sue the purchaser at its registered office. The legal relationship is subject to Swiss law.

SFT Surface Treatment GmbH