General Terms and Conditions Axetris AG
These General Terms and Conditions ("GTC") apply, as long as there is no other agreement inwriting, for all sales and deliveries of the company Axetris AG, 6056 Kaegiswil, Switzerland(“AXETRIS”). These GTC shall be deemed to be an integral part of all contracts of sale enteredinto by the Customer (“Customer”) and AXETRIS. If, with an enquiry or an order, otherCustomer’s conditions are made known, these are hereby not recognized.
Description of Products
All details contained in offers, leaflets, drawings and photographs etc. are based on thespecifications that are valid at the time of the offer being made. Such details are intended to serve
merely for closer orientation and are in no way intended to be understood as guaranteed features
or properties of the AXETRIS products in question. The Customer makes use of such data andinformation at his own risk.
At any time prior to delivery AXETRIS products are subject to alterations and modifications in
respect of construction and design that in no way impair the correct functioning of the product or
the application intended by the Customer at the time the agreement was entered into. Suchmodifications do not represent cause for complaint or entitle the Customer to withdraw from theagreement.
Quotation and AcceptanceOur quotations are valid for a period of 30 days from the day of the quotation if no other term isshown. Prices for repeat orders are non-binding. Your orders are legally validated by ourconfirmation or by confirmation by our appointed distributor/agent, whose content is solely
definitive for the contractual relationship. Annulment or alteration of orders following theiracceptance is subject to our written consent. Parts already manufactured or undergoing
manufacture and tools made specially to fulfill an order will be invoiced by AXETRIS.
Final acceptance is the Customer’s responsibility, and all relevant tests must be carried out by theCustomer to ensure that the goods meet any quality specifications and are fit for the purpose
described in the order. In the event of the goods proving unsatisfactory for whatever reason,
AXETRIS must be notified, in writing, within 14 days of the goods arriving at the delivery address.
The goods must be retained for inspection unless AXETRIS notifies otherwise, and if requested
by AXETRIS, an adequate sample of the unsatisfactory goods must be supplied for evaluation. Ifthe Customer fails to notify AXETRIS in time, the goods shall be deemed to have been acceptedby the Customer as being in good condition and in accordance with the contract.
PricesOur prices are Free Carrier Kaegiswil (FCA; Incoterms 2020), exclusive customs duties, taxes(federal, state, local), and any other charges, also in the case of partial deliveries as indicated in
the order confirmation unless quoted differently. Customs duties, taxes and any other charges arefor the account of the Customer and the Customer will pay or reimburse any such expenses
which AXETRIS is required to pay.
Delivery Time/Force Majeure
Our delivery time notifications are made from best estimates, under consideration of ourrespective delivery situation and production capacities, are approximate only and shall not form
part of the contract. Insofar as deliveries are not ex stock, delivery periods must be individuallyagreed, whereby our written confirmation is decisive.
Delay in delivery through circumstances beyond our control, such as strike, fire, raw materials
shortages or other operational disruption, which render the processing of accepted orders
impossible or significantly hindered, entitle AXETRIS to extend the delivery period by the durationof the delay.
A delay in delivery does not entitle the Customer to refuse acceptance of the goods, to withdraw
from the contract and/or to claim any form of compensation.
AXETRIS is entitled to effect part deliveries and to invoice for these separately.
In the case of on-call orders, not called up within 3 months, AXETRIS reserves the right to insiston immediate receipt or to withdraw from the contract. In both in-stances a warning is necessary.
Dispatch/Risk Transfer
With the transfer of goods by FCA from AXETRIS facilities in CH-6056 Kaegiswil, Switzerland, tothe customer, forwarding agent, carrier or other person charged with the processing the risk
passes to the Customer. If the goods are announced as being ready for dispatch and the dispatchis delayed for reasons beyond the control of AXETRIS, AXETRIS reserves the right but not theobligation to decide on suitable measures to preserve the goods at the Customer’s cost and therisk in the goods shall pass to the Customer and delivery shall be deemed to have taken place.
Payment Conditions / Default
Payments shall be made in CHF. The purchase price is to be paid net without set-off ordeductions of any kind. Should the time limit for payment be exceeded, the Customer is indefault, no notice or reminder from AXETRIS being necessary.
When the Customer is in default, default interest shall apply from the due date at the level of thecurrent CHF 3 months Libor rate of the Swiss National Bank plus 5% and a processing fee of 3%.
This shall not affect the right of AXETRIS to require compensation for any further loss due to thisdelay.
The non-delivery of insignificant parts of an order or any claims under the terms of the warranty
vis-à-vis AXETRIS do not entitle the Customer to postpone or withhold due payments.
In the event of delay in acceptance on the part of the Customer, the entire purchase price or theremainder thereof becomes due for immediate payment.
The Customer is expressly prohibited from setting off payment against counterclaims unless suchcounterclaim has been recognized by AXETRIS or has been finally adjudicated by a competentcourt of law or arbitral tribunal.

If a Customer has been in default with payments in the past, AXETRIS may request thatCustomer procures a bank guarantee, L/C or similar instrument (subject to approval by AXETRIS)
to secure the payment prior to shipment of the deliverables
If a Customer does not comply with their liability to pay or if AXETRIS becomes aware of
circumstances that place his creditworthiness in question, all residual claims immediately become
payable. AXETRIS has the right to withdraw from the contract or to demand securities or
prepayment for further deliveries. Costs arising from the collection of liabilities are to be paid bythe Customer.
Retention of OwnershipGoods delivered remain our property until the payment of the full purchase price and otherreceivables from previous deliveries. They may not be pledged or have their ownershiptransferred. If the delivered goods are combined with other items, then the Customer relinquishes
to us his ownership or, respectively, co-ownership of the new object immediately upon its
creation. If the Customer sells the delivered goods, he relinquishes all outstanding claims with all
additional rights at the moment of their creation to AXETRIS until payment is made in full. TheCustomer herewith empowers AXETRIS to have the reservation of property recorded in theappropriate official register at the expense of the Customer.
Warranty
AXETRIS hereby warrants that the Products delivered under this Agreement will be free fromdefects in material and workmanship.
The products are warranted to the original Customer for a period of one (1) year from the original
purchase date. In case of AXETRIS stating an expiration date, which is shorter than the abovementioned warranty period, this expiration date overrules the abovementioned warranty period.
Warranty coverage is conditioned upon Customer furnishing AXETRIS with adequate written
proof of the original purchase date.
The warranty is void if: (i) defects in materials or workmanship or damages result from repairs oralterations which have been made or attempted by; (ii) the damage is due to improper use
improper product integration or improper maintenance, (iii) attempt of disassembling and (iv)
disassembling of the product.
During the above one-year warranty period, should the product exhibit a defect in materials orworkmanship, such defect will be repaired when the complete product is returned, DDP place ofdestination (Delivered Duty Paid) to AXETRIS or an authorized service center. Other than theDDP requirement, no charge will be made for repairs covered by this warranty.
The above is the only warranty of any kind, either express or implied, including but not limited tothe implied warranties of merchantability and fitness for a particular purpose that is made byAXETRIS for the Products. No oral or written information or advice given by AXETRIS shallcreate a warranty or in any way increase the scope of this warranty.
Trademark Protection
All rights to products, in particular trademark rights and copyright, such as publication,
reproduction, processing and exploitation rights, remain the property of AXE-TRIS and are notaffected by the contract at hand. Products are distributed through the worldwide registered andprotected word and image trademark "AXETRIS". The Customer receives no rights to the brand.
Brand rights, in particular trademark rights and copyright, such as publication, reproduction,processing and exploitation rights remain the exclusive property of AXETRIS and are not affectedby the contract at hand. Any and every modification of the trade name is expressly prohibited. In
particular, no logos or name labels may be removed, obscured or otherwise altered on any
AXETRIS product or documentation. The AXETRIS patterns and logos are to be used
exclusively.
Copyright Protection
All rights to the intellectual property associated with the goods remain the property of AXETRIS.
The Customer agrees not to reverse engineer or create derivative works of the goods.
Liability
AXETRIS’s liability arising out of this Agreement shall not exceed the price paid by the Customer
for the product concerned. In no event shall AXETRIS be liable for costs of procurement of
substitute goods by anyone. In no event shall AXETRIS be liable to the Customer or any otherentity for any special, consequently, incidental, or indirect damages or lost profits, however
caused, whether for breach of contract, negligence or otherwise, and whether or not AXETRIS
has been advised of the possibility of such damage. These limitations shall not apply in case of
willful intent or gross negligence by the Axetris.
Governing Law and Court of Jurisdiction
This Agreement shall be governed by and construed under the laws of Switzerland, to theexclusion of the UN convention on Contracts for International Sale of Goods.
All disputes arising out or in connection with this Agreement shall be submitted to the exclusive
jurisdiction of the court with jurisdiction for Kaegiswil, Switzerland.
MiscellaneousIf a preceding agreement is annulled by written agreement or for other reasons become legallyineffective, all other agreements still remain valid. In place of the legally ineffective provision, an
equivalent contractual interpretation applies as an allowable and valid provision.
Amendments to the General Conditions
All amendments to these General Conditions together with any contradictory or supplementaryagreements must be made in writing.
CH - 6056 Kaegiswil, Switzerland, February 28, 2022