General Conditions of Sale
1. Preamble
These general conditions of sale ofGema Switzerland GmbH apply to theentire product range of Gema and are anintegral part of all sales contracts concluded with its customers. They also apply to future transactions even if these do
not explicitly reference these generalconditions of sale.
With the conclusion of the sales contract,
at the latest, the customer accepts thesegeneral conditions of sale.
Customer orders become binding only
when they are confirmed in writing byGema, or when the ordered goods areshipped. Gema reserves the right to reject any orders without disclosing thereasons.

2. Technical specifications and documents
Technical documents such as drawings,
descriptions, illustrations as well as anydimension, performance or weight specifications are strictly for information purposes and do not warrant specific characteristics. Gema reserves the right to makechanges as technical progress may warrant.
All technical documents remain the intellectual property of Gema and may only beused for the purposes specified by oragreed to by Gema.

3. Regulations applicable at theplace of destination
With the order, at the latest, the purchaser shall supply Gema with information on
the regulations and standards applicableat the place of destination to the extent
that these are relevant to the supply ofgoods and services as well as to the conformance with safety and approval regulations.
In the absence of any other stipulations
the supplied goods and services shallconform to the regulations and standards
applicable at the domicile of the purchaser as specified by the latter to Gema.

4. Prices
Save for any stipulations to the contrary,
all prices are deemed to be net, exWorks
our address, excluding packing, andwithout any deductions. All extra costs
such as freight, insurance, permits forexport, transit, import etc., as well as any
certificates, shall be borne by the purchaser. The purchaser is also responsible
for any taxes, fees, and custom duties
imposed on the delivery.
If the costs for packing, freight, insurance,taxes, duties and other extra costs areincluded in the offer or delivery prices, orif they are itemized separately in the offer

or on the order confirmation, then Gema
reserves the right to adapt the rates toany changes in the tariffs.

5. Terms of payment
The purchaser shall tender payment at
the domicile of Gema without any deductions such as discounts, expenses, taxes,and fees, in accordance with the agreed
terms of payment.
In the event of late payment by the purchaser, default interest at the then prevailing Euromarket interest rate, but notless than 6% p.a., will be charged. If thepurchaser defaults on his payments, Gema reserves the right to hold back deliveries relating to other orders or to cancelsuch orders.
Gema reserves the right to execute deliveries on C.O.D. basis for as long as thepurchaser defaults on his payments or if
requests for payment had to be issued forprevious orders.
If after the placement of an order the purchaser becomes insolvent or if he suspends payment to Gema, or if the purchaser's ability to pay is impaired in any
other way, Gema has the right to request
adequate security and if none is pledged,
Gema may rescind the contract.

the purchaser cedes already now to Gema in an internal relationship all rights
against the buyer accruing to him fromthis sale, including all ancillary rights,
securities and reservation of ownership.
If the value of the goods over which ownership has been reserved, together withany other securities granted to Gema
exceed the claims of Gema against thepurchaser by more than 20%, then Gemashall grant a partial release if this is demanded by the purchaser.
If the purchaser takes any action that
contravenes the contract, particularly if hedefaults on his payments, Gema is entitled, after having given notice, to takeback the goods over which it holds reserved ownership and the purchaser isobligated to release the goods.

7. Delivery
The scope and the execution of the supply of goods and services shall be governed by the order confirmation.
Whenever possible, Gema will deliver theentire order of the customer. However,the purchaser agrees, to accept also partial deliveries. For partial deliveries Gema
is entitled to issue corresponding partialinvoices.

The purchaser is neither entitled to makepartial payments, nor to make offsets withcounterclaims, nor to withhold payment
due to any complaints. In particular payment shall also be made if only insignificant parts of the delivery are missing
which do not render utilization impossible.

The delivery period begins when the contract has been signed, when all government formalities such as import and payment authorizations have been obtained,
the payments or securities to be delivered
together with the order have been received, and all technical specifications
have been clarified.

6. Reservation of ownership

Delivery is deemed to have been madeon schedule if on expiration of the delivery period the goods are ready for shipment and a corresponding advice has
been forwarded to the purchaser.

All goods remain the property of Gema
until Gema has received full payment
from the purchaser in accordance withthe contract.
The purchaser shall participate in allmeasures and execute all documents thatare deemed necessary for protecting
Gema's ownership of the goods. With thesigning of the contract the purchaser consents that the reservation of ownershipmay be recorded, at his own expense, inpublic registers, books, or the like in accordance with the applicable nationallaws, and to sign any documents required
for this purpose.
While the reservation of ownership is inforce, the purchaser shall, at his own
expense, maintain the supplied goods inproper order and insure them against
theft, breakage, fire, water and otherrisks, with Gema designated as the beneficiary. In addition the purchaser shalltake all necessary steps to prevent theimpairment or nullification of Gema'sownership rights.
If the purchaser sells goods of which theownership has been reserved by Gema,

The delivery period shall be reasonably
extended if:a) The information required by Gema for
executing the order are not received ontime, or if they are subsequently modified
by the purchaser and thus cause a delivery delay;b) If Gema is impeded by force majeurefrom executing the order. The term force
majeure comprises all unforeseeable
circumstances for which Gema is not
answerable and which make it unacceptably difficult or impossible for Gema to
execute the delivery, such as delayed or
faulty deliveries by its subcontractors,
strike, government regulations, shortageof raw materials or energy, major interruption of operations caused, for example, by the complete or partial destructionof the plant or important departments, orby the breakdown of essential production
equipment, serious transport problems,for example, caused by road blockage. If
these conditions persist for more than six

Issued 02/22

months, either party has the right to rescind the contract. However, the purchaser is not entitled to raise any claim
for damage;c) If the purchaser or third parties are inarrears with their work to be performed or
the fulfillment of their contractual obligations, particularly if the purchaser fails tomeet the payment terms.
If the delivery period is exceeded for reasons that must be answered by Gema,the purchaser shall, through written notification, grant a reasonable extension
which shall be at least one month. If delivery is not made within this extension
period, the purchaser may rescind thecontract. However, the purchaser is notentitled to raise any damage claim unlessmalicious intent or gross negligence onpart of Gema can be demonstrated.
If the goods notified as being ready forshipment are not accepted on time by thepurchaser, Gema is entitled to store thegoods at the expense and risk of the purchaser and to invoice them as being delivered.

8. Passing of use and risk
The use and risk pass to the purchaser
as soon as the shipment has left the Gema plant, even if the delivery is madec.i.f. or under similar clauses, or including
installation, or if the transport has beenorganized and managed by Gema.
If shipment is delayed due to circumstances for which Gema is not answerable, the risk passes to the purchaser assoon as he has been advised that thegoods are ready for shipment. From thismoment the goods are stored and insured
at the expense and risk of the purchaser.

9. Transport and insurance
In the absence of any stipulations to thecontrary the goods are shipped at theexpense and risk of the purchaser.
Insurance against damage in transit shallbe arranged by the purchaser. Even if thisinsurance is arranged by Gema it isdeemed to have been concluded on behalf and on the account and risk of thepurchaser.
Special requests concerning shipment
and insurance shall be communicated toGema on time. Otherwise the fastest andmost economical transport will be arranged at the discretion of, but without
responsibility, by Gema.
For c.i.f. deliveries the transport is arranged by Gema. If any special requests
are made by the purchaser the additionalcosts will be charged to him.
If any goods are lost or damaged in transit, the purchaser shall enter a corresponding exception on the delivery documents
and have the damage immediately surveyed by the forwarding company.
Transport damages that were not immediately detectable must be reported to theforwarding company within eight days
from the delivery of the goods.

10. Inspection and acceptance of thesupplied goods and services
Gema inspects all goods during production within the normal scope. If the purchaser requires additional tests and inspections, these shall be agreed upon inwriting and will be conducted at the expense of the buyer.
The purchaser shall examine the delivery
within a reasonable time and report any
defects to Gema immediately in writing
after they have been detected, however,within the agreed warranty period. In theabsence of any written complaint thedelivery is deemed to have been accepted.

11. Warranty
On written request by the purchaser Gema shall, at its own discretion, either repair or replace as quickly as possiblesuch parts of the delivered products that
evidently became damaged or unusable
due to poor workmanship, or incorrect
operating instructions or installation instructions.
The replaced parts become the propertyof Gema.
The purchaser is entitled to rescind thecontract or demand a price reduction ifa) Repair or replacement is impossible;b) Gema is unable to remedy the defectwithin a reasonable time, or if Gema refuses or culpably delays remedy of thedefect.
For products that have been manufactured based on the specifications, drawings or models supplied by the purchaser,Gema's warranty is limited to the quality
and workmanship of the materials.
Not covered by the warranty are damages that are not clearly the result of poormaterial, design errors, poor workmanship or incorrect operating instructions
and installation instructions, for example,
due to normal wear, improper storageand maintenance, failure to follow theoperating instructions, overloading, utilization of media that do not meet specifications, inexpert interventions by the useror third parties, utilization of spare parts
not authorized by Gema, as well as dueto other reasons for which Gema is notanswerable.

the violation of any ancillary obligations,the supplier is only liable if he acted unlawfully or with gross negligence.

12. Liability (Exclusion of damages)
Gema's liability to pay damages of any
kind is waived to the extent that this ispermitted by the applicable law. This applies in particular to damages for delays,
consequential damages, and productliability damages of all types.

13. Concluding provisions
Gema reserves the right to temporary
suspend or terminate the contract if its
execution would violate any Trade Compliance sanctions or Anti-Boycott laws
issued by the United States, by the EU,by Switzerland or by any other country.
Gema will not be liable to pay any penalty
or damages that derive from the suspension or termination of the contract. In
case of termination of the contract Gema
will return the advanced payments thathave been received, after deducting theexpenses that have already been sustained.
Gema does not recognize any terms ofbusiness other than these. The purchaser
explicitly waives the right to invoke hisown conditions.
The acceptance of an order by Gema
does not imply that the customer's termsof business are accepted, not even if thisis mentioned on the order form.
If any part of these general conditions ofsale or any delivery executed thereunderis deemed to be invalid, this shall in noway impair the validity of the other terms
and conditions.
Changes to these general conditions ofsale are only valid if they have been accepted by Gema in writing.
All contracts with Gema are subject to thelaws of Switzerland.
Any legal disputes arising out of or in
conjunction with contracts between Gemaand the purchaser to which these generalconditions of sale are applicable, shall be
brought before a competent court at thedomicile of Gema. In any action against
the purchaser Gema reserves the right toinstitute legal proceedings at the domicileof the purchaser.

For major third-party deliveries Gema
grants a warranty only within the scope ofthe original supplier.
Warranty and liability claims become
statute-barred twelve months from thereceipt of the goods by the purchaser, but
no later than 18 months from the date thegoods left the Gema plant.
With respect to defects in materials, design or workmanship [as well as characteristics that do not conform to the specifications], the purchaser has no rights orremedies other than those explicitly stipulated in the section "Warranty".
For claims of the purchaser that relate toinadequate counselling and the like, or toIssued 02/22