General Terms and Conditions of the STRIMgroup AG
(hereinafter: STRIM)

1. Scope of validity of the general terms and conditions:
The general terms and conditions are based on Swiss jurisdiction and are valid worldwide, assuming the parties’ acceptance of them is either expressed or implied. Changes and side-agreements are only effective if they are confirmed by STRIM in writing.
When a contract is put in place, and the other party also presents their own terms and conditions, all congruent points are valid. If there are deviating points within the terms and conditions, a written agreement will be drafted.
These terms and conditions are valid indefinitely, as long as either party does not alter them in a written agreement.
In addition, the regulations of the Swiss Code of Obligations regarding purchasing agreements (Art. 184 ff. OR) as well as all other Swiss laws and ordinances are in effect.
Should individual provisions of this contract be invalid or become invalid or should this contract contain an omission, the validity of all other provisions is not affected (salvatorian clause). The invalid provision is automatically replaced by a valid provision, which comes closest economically to the provision agreed upon by both parties. The same holds true in case of an omission in these terms and conditions.

2. Offers:
Price lists and brochures contain non-binding information and suggested prices.
Information by telephone does not have long-term validity, unless it is clearly with regards to offers with a pre-determined validity period.
Offers made in writing, by phone, in a personal discussion, per fax or per email are considered binding. If one of the parties requests deliveries, products or services, which are not included in the offer, they can be charged separately.
An offer is valid for 4 weeks, unless there is a different agreement in writing. All documents and samples handed over with the offer become the property of the buyer. Any information designated as standard value is not binding and shall only be used to make estimates.
An offer is accepted when the buyer declares this in writing, by telephone, per fax, per email or in a personal discussion. The seller confirms the receipt in writing, per fax or by email within a reasonable amount of time or depending on the agreement.   
Should the buyer wish to make changes regarding the order confirmation, the seller will notify him within 2 weeks, whether the changes are possible and what effects they will have on the rendering of services, deadlines and prices. The seller is obligated to present an offer with these changes within 2 weeks. The changes do not apply to products, which have already been manufactured or delivered.

3. Deadlines:
The seller is obliged to deliver the products agreed upon to the buyer on or just before the delivery date agreed upon in the order confirmation, while the buyer is obliged to accept and pay for these products at the agreed time.
Deadlines will be moved appropriately if difficulties arise which are not within the influence of the seller, such as natural disasters, mobilization, war, upheavals, epidemics, accidents and disease, significant disruption of operation, labor disputes, delayed or faulty sub-contractual deliveries, and regulatory actions.
In case of any other delays, the buyer may
I. Waive any further deliveries (which he has to communicate to the seller immediately);
II. Demand partial deliveries, if this is feasible (must be agreed upon immediately);
III. Set a new deadline for the seller to fulfill his obligations then (should the seller not fulfill his obligations by this deadline, the buyer may, if he communicates it immediately, waive the late service or completely withdraw from the contractual agreement).
The seller must inform the buyer of any delays as soon as possible. Possible compensation will be calculated according to Art. 191 OR.

4. Fulfillment of contract:
The order confirmation is binding regarding extent and delivery of the service. The seller must deliver the products as ordered.
As for the delivery location, if not further stipulated or if it is not regarded as obvious based on the nature of the business, delivery means providing the products at the seller’s site.
If not otherwise expressly agreed, benefit and risk are transferred from the seller to the buyer upon delivery of the goods.
Unless a particular acceptance procedure has been stipulated, the buyer must check the products himself and indicate any defects in writing. Should the buyer neglect to do this within 2 weeks after delivery, all products are considered to be flawless and the delivery approved, any hidden defects excepted. The buyer is now obliged to fulfill his payment obligations on time.

5. Prices and terms of payment:
Prices are fixed in the offer. VAT is added if required by law.
The buyer is obligated to make the payment in full without deduction within the agreed payment deadline of 14 days. The same holds true for any expenditures incurred.
Should the terms of payment not be fulfilled, the seller has the right to
I. immediately demand securities for all outstanding payments;
II. and/or demand cash before delivery for any outstanding deliveries.
Are securities or payments not in place after an appropriate deadline, the seller may withdraw from the contract, even if products or parts of products have already been delivered.
If the buyer does not fulfill his payment obligations, the seller is entitled to claim compensation.
The buyer may also direct a counter-claim towards the seller to offset the costs if applicable or if there is a legally binding court order.
Should the buyer not adhere to the payment deadlines, he is obligated to pay 5% p.a. interest for delays starting at the due date. After the second reminder notice there will be an additional processing fee of CHF 100.00 per notice.

6. Warranty:
The seller commits to being diligent and delivering the products in good quality. He further commits to carefully selected personnel, ensuring their appropriate qualifications, training, professional work procedures, and proper monitoring.
In the case of defective delivered goods, the buyer may demand cancellation or reduction as compensation or a replacement by goods of the same type. The regulations of the OR are in effect.
Exempt from warranty are flaws and defects which are not the seller’s responsibility, such as wear and tear, acts of nature, inappropriate handling, interventions by the buyer or third parties, excessive use, inadequate equipment or extreme environmental effects.
If the buyer re-sells the products, he will be responsible for adhering to domestic and international export regulations. If the buyer alters the products before re-selling them, he will be liable to the seller, the buyer or third parties for any resulting damages. This is subject to the regulations of the product liability law.

7. Obligation to inform:
The parties are obligated to notify each other in due time of any special technical requirements as well as any regulations stipulated by the law, the government or others, as far as they have an effect on the delivery and use of the products. Furthermore, both parties shall inform themselves in time regarding any obstacles, which may pose a threat to the fulfillment of the contract or may lead to impractical solutions.

8. Final clause:
Place of jurisdiction is at the place of business of STRIM. STRIM reserves the right to call upon the court of law of the other party’s place of business.
The parties will make an effort to solve all possible conflicts, which may arise while carrying out the contract, in an amicable way.

 

November 2011 / STRIMgroup AG, CH-8122 Binz