GENERAL TERMS AND CONDITIONS VERSION 01.2019

1.
1.1
1.2

1.3

1.4
1.5
1.6

1.7

1.8
1.9
2.
2.1
2.2

2.3
2.4

2.5
3.
3.1
3.2
3.3

3.4

3.5
3.6
4.
4.1

4.2

4.3

4.4

4.5

4.6

5.
5.1

5.2

Generalities
The present General Terms and Conditions apply without limitation to all companies of theDT Swiss Group.
The DT Swiss Group (hereinafter: “DT Swiss”) specifically consists of the DT Swiss GroupAG, DT Swiss AG (SA, LTD), DT Swiss International AG and their branch establishments, DTSwiss Deutschland GmbH (Germany), DT Swiss France S.A.S. (France), DT Swiss Polska
Sp. z o.o. (Poland), DT Swiss Inc. (USA), DT Swiss Asia Ltd. (Taiwan) as well as any newcompanies and subsidiaries.
By placing an order, the buyer accepts the present General Terms and Conditions as aninherent part of the contracts the orders are based on, and as an inherent part of eachindividual order. Any general terms and conditions of the buyer shall not apply if and to theextent that they are contrary to the present General Terms and Conditions. The GeneralTerms and Conditions apply as amended at the date of individual contract conclusion. Later
amendments or supplements to these Terms and Conditions will become part of thecontract unless the buyer objects to the amended provisions within 30 days of information.
Any participation in this service, will constitute acceptance of this agreement.
Quotations by DT Swiss will apply until the term stated therein has ended. Quotations
without a term of acceptance are non-binding.
The contract will become binding upon confirmation of the order by DT Swiss.
The buyer shall review all order confirmations with regard to their matching the order andshall inform us in writing about any discrepancies within 3 days. If such information is notprovided, the contents of the order confirmation will become binding.
Authoritative for the legal relationships of the parties are, in the order of priority set out
below:- the order confirmation- the offer- the present General Terms and Conditions- the statutory provisions
Later amendments and cancellations are only possible with the written permission of DT
Swiss.
The buyer shall notify DT Swiss of any special standards or provisions regarding safety
technology in the country of destination upon placing the order at the latest.
PricesAll quoted prices are net prices in the currency stated according to the order confirmation.
Payment shall be made in the respective currency.
Deliveries are performed in accordance with the terms set out in the order confirmation.
Unless the order confirmation sets out different terms, delivery is performed ex works(EXW).
Services provided by DT Swiss which are not expressly included in the scope of delivery as
set out in the order confirmation will be invoiced separately.
Taxes (sales tax on goods, value-added tax, etc.), customs duties as well as other fees andcharges in connection with the delivery will be charged to the buyer, unless set out
otherwise under 2.2.
Price changes due to price increases by suppliers, rate changes, delivery delays, wagechanges or other events are expressly reserved.
Terms and conditions of payment
The due dates as set out in the order confirmation (expiration dates) shall apply.
Place of payment – unless agreed otherwise in the order confirmation – is the domicile ofDT Swiss at Biel, Switzerland.
Deductions for discounts, expenses, taxes, fees, charges, customs duties and such are notpermitted. The conditions as set out in the order confirmation shall apply without limitation;
any unjustified deductions will be reclaimed.
Any right to offset (specifically with any stated counterclaims) by the buyer is excluded; anycomplaints about the goods do not relieve the buyer of the payment obligation as long as
the goods remain in the domain of the buyer.
In case of several elapsed amounts receivable, payments are always used to cover theunsecured amounts receivable first.
In other respects the Condition Sheet in the annex of the most recent valid offer shall apply.
Retention of ownership
Until all amounts receivable including accessory claims, compensation claims, future
claims and redemption of cheques and bills of exchange have been paid in full, the goods
remain the property of DT Swiss.
DT Swiss is authorised to reclaim the products, while the buyer has an obligation to returnsaid products. The property of DT Swiss also does not perish if the buyer processes or sells
on products; in this case, DT Swiss acquires co-ownership of the new article at the value ofthe unpaid invoice amount. The buyer keeps the co-owned article for DT Swiss.
The buyer shall adequately insure and maintain the products at his own expense until they
have been paid in full. The buyer will further take all measures to ensure that the right tothe property of DT Swiss is not impacted or voided.
Upon conclusion of the contract, the buyer assigns his claims from onward sale to DT Swissin any case. The buyer remains entitled to collect the claims after assigning them. This
does not affect the authority of DT Swiss to collect the claims on its own behalf; however,DT Swiss engages not to collect the claims as long as the buyer properly fulfils his payment
obligations and his payments are not delayed. If this is the case, however, DT Swiss may
request the buyer to make known the assigned claims and their debtors without delay,
provide all information required for collection, surrender the associated documents andnotify the debtors (third parties) of the assignment.
The buyer is obligated to contribute to measures required to protect the property of DTSwiss. Upon conclusion of the contract, the buyer consents, in particular, to the entry of
the retention of ownership in the Retention of Ownership Register.
The buyer must not pledge the delivered products or assign them as securities. In case ofpledging as well as confiscation or other entry into the domain of third parties, the buyer
shall notify DT Swiss without delay and make available to DT Swiss all the information anddocuments required to assert the rights of DT Swiss. Executory officers and third parties
shall be made aware of the property of DT Swiss.
Delay of payment by the buyer
If the buyer fails to make an advance payment or provide securities as agreed by contract,
DT Swiss is entitled to halt delivery or rescind the contract and to demand compensationof costs and claim damages in both cases.
In addition, DT Swiss is always entitled to the same if there is reason to assume, following
the conclusion of a contract, that the buyer will not completely fulfil his obligations.
In case of violation of the payment term, the buyer shall be put in default without any furthernotice. In case of delay of payment, the buyer shall, without notice, pay default interest of
5% from the agreed due date. In addition, the buyer owes DT Swiss dunning costs of CHF
20.00 per overdue notice. Claims for additional damages are expressly reserved.

5.3

In case of delay of payment by the buyer, DT Swiss is also entitled to suspend or cancel all
further orders by the buyer. In other respects, 6.3 shall apply.
5.4
The assertion of ownership by DT Swiss is reserved (cf. 4.).
6.
Delay of acceptance by the buyer
6.1
The buyer shall accept the goods at the agreed date.
6.2
In case of delay of acceptance by the buyer, DT Swiss is entitled to choose to withdraw fromthe contract at any time after a term of 2 weeks has elapsed and to claim damages.
6.3 If the delay of acceptance is due to the buyer, they shall assume the costs for storage and any
further costs. In addition, storage is entirely at the risk of the buyer.
7.
Place of performance: transfer of benefit and risk
7.1
Place of performance in any case is the seller factory (EXW).
7.2At the latest when the shipment leaves the factory or the warehouse, benefit and risk aretransferred to the buyer (EXW).
7.3
Transport is at the risk of the buyer. This also applies if DT Swiss assumes the costs oftransport and insurance.
7.4
If delivery is delayed upon the buyer's request or due to any other reasons not attributable
to DT Swiss, the risk will be transferred to the buyer at the original delivery date. From thisdate onward, the goods will be stored at the expense and risk of the buyer (cf. 6.).
8.
Delivery
8.1
The due dates stated in the order confirmation apply. They shall be extended if (i) DT Swissis not provided in a timely manner with the information required to fulfil the contract or (ii)obstacles arise which DT Swiss cannot avert despite applying due diligence or (iii) the buyer
delays the fulfilment of his contractual obligations.
8.2
Under exceptional circumstances (such as failure of machinery or delivery with raw
materials and utilities, industrial action, natural disasters, war, force majeure) the delivery
term shall be extended automatically until the obstacle has disappeared, without the buyer
obtaining any right to claim damages.
If the failure lasts longer than 2 months, both DT Swiss and the buyer are entitled towithdraw from the contract without compensation.
8.3
If the buyer proves that the delay is due to DT Swiss and that they have suffered damages
as a consequence, they may claim compensation for the delay. This compensation is max.
0.2% for each entire month of delay, with a total of max. 2 % of the contractual price of thedelayed delivery. Any additional claims by the buyer are excluded.
9.
Inspection and acceptance of goods
9.1
The buyer shall inspect the goods for defects immediately after receipt and notify DT Swiss
without delay of any complaints in writing (per letter, email or fax), including a detailed
description. The notice must be received by DT Swiss 10 days after receipt of the goods at
the latest. If no notice of defects is issued within the notification period, the products shallbe considered free of defects in all respects and the delivery as approved.
9.2
DT Swiss shall be notified in writing of hidden defects immediately after having been
discovered and within 6 months of receipt of the goods at the latest. In case of later
notification, the complaint is forfeited.
9.3
In case of a justified complaint, DT Swiss will take back the defective goods at its own
expense, repair them or replace them with goods free of defects. If a replacement delivery
is not possible, the contract will be void without any compensation. Return shipments
require co-ordination with and approval of DT Swiss.
10.
Exclusion of further liability by DT Swiss
10.1
All cases of contract violation and their legal consequences, as well as all claims by thebuyer independent of their legal basis, are conclusively settled in these Terms andConditions. In particular, all damage claims not expressly stated, reduction of the purchaseprice, cancellation of the contract or rescinding the contract are excluded. In any case, thebuyer may not claim compensation for damages not found in the delivered goods
themselves, such as specifically production loss, loss of effectiveness, loss of contracts,
revenue loss as well as other indirect or direct damages.
10.2
Mandatory statutory provisions remain in effect.
10.3
If DT Swiss is held liable by a consumer or third party regarding an aspect of productliability, the buyer engages to indemnify DT Swiss if and to the extent that the product defectis not due to a defective delivery.
11.
Place of jurisdiction and applicable law
11.1
The exclusive place of jurisdiction for the buyer and DT Swiss is the place of business of DT
Swiss Group AG. However, DT Swiss is entitled to also bring action against the buyer at thelatter’s place of business.
11.2
The legal relationship is governed exclusively by Swiss law; the United Nations Convention
on Contracts for the International Sale of Goods (“Vienna Convention” / CISG) of 11 April
1980 is hereby excluded.
11.3
Arbitration clause:
All disputes, disagreements or claims arising from or in the context of this contract,
including its validity, invalidity, violation or termination, shall be decided by an arbitration
procedure in accordance with the Swiss Rules of International Arbitration as set out by theSwiss Chambers’ Arbitration Institution. The effective Rules of Arbitration as amended at
the time of delivery of the notice of arbitration apply. The arbitration tribunal shall consistof one or three members. The place of arbitration is the place of business of DT Swiss
Group AG in Switzerland. The arbitration procedure is generally conducted in the German
language. With the written permission of DT Swiss, the arbitration procedure may also be
conducted in the English language.