General terms and conditions

from

VARIMAX AG

Normannenstrasse 14
P.O. Box 762
CH-3018 Bern

Commercial register: CH-260.3.000.214-2
Phone: +41 31 990 00 70
Fax: +41 31 990 00 71
eMail: info@varimax.ch
www: www.varimax.ch
Tax No.: CHE-100.560.618 VAT

The following terms and conditions shall apply to all future deliveries and services unless otherwise agreed in writing. The terms and conditions of our customers shall only apply if we agree to them in writing. Our offers are subject to change without notice. Oral and telephone agreements require a written confirmation. The contracts are only concluded by our written order confirmation or implied delivery or performance of the service. The written form is also guaranteed by telefax and email. Technical data, illustrations, drawings, weights and measures are only binding if they are confirmed in writing. We reserve the right to make design changes.

The delivery period begins with the order confirmation, but not before clarification of all details of the order execution and receipt of all documents and approvals to be provided by the customer as well as an agreed down payment. The delivery period shall be deemed to have been observed if the goods have been made available in our works or readiness for dispatch has been notified by the end of the period.

We are entitled to make partial deliveries at any time.

Requests for changes by the customer as well as force majeure, operational disturbances, lawful strikes and industrial disputes or other obstacles at our premises or those of our suppliers for which we are not responsible shall release us from the obligation to perform/deliver for the duration of the disturbance and its effects. The delivery date/performance time shall be extended by the duration of the disruption. If the disturbance is not only of a temporary nature, we shall be entitled to withdraw from the contract. After two months, the customer may set us a reasonable grace period for performance/delivery. If the service/delivery is omitted during this period, the customer shall be entitled to withdraw from the contract. A claim for damages is excluded.

In the event of default, our liability for slight negligence shall be limited to half of the damage incurred by the customer.

The customer must notify us in writing of any postponements at least 14 days in advance. The customer shall bear the costs of any postponement caused by the customer.

If the customer has to be visited due to circumstances for which he is responsible, the customer shall bear the additional costs incurred as a result.

In the absence of a special agreement, the risk shall pass to the customer as soon as we have handed over the goods or the works to the transport company or made them available ex works. If the dispatch of goods is delayed due to circumstances for which the customer is responsible - the risk shall pass to the customer upon notification that the goods are ready for dispatch - we shall store the goods with us or with third parties at the customer's expense; if the goods are stored in our works, we shall charge at least 0.5 % of the invoice amount of the stored delivery per month, - if we have the right to withdraw from the contract after setting a reasonable grace period and its fruitless expiry and to claim damages for non-performance, - if the customer fails to comply with his obligations in time, - if the customer bears, in particular, the costs and risks arising from instructions which he is not obliged to give on time and the completion of necessary formalities such asB. Procurement of import licences.

The customer shall be obliged to accept the work as soon as he has been notified that the work has been completed or as soon as any contractually agreed testing of the work has taken place. If acceptance is delayed through no fault of our own, it shall be deemed to have taken place one week after notification of completion of the work has been given.

Our prices are net prices plus the applicable value added tax. In the case of deliveries of goods, we additionally charge for packaging, freight, etc..

The invoice amount is due upon delivery/service.

10.

Payments shall only be deemed made to the extent that we can dispose of them at a bank. Checks and bills of exchange shall only be accepted on account of performance. Discounts, expenses as well as bank and transfer costs shall be borne by the customer. In the event of default in payment, we shall charge interest in the amount of 4% above the Euribor applicable at the time. If justified doubts arise as to the solvency of the customer or if insolvency proceedings are instituted against his assets, we shall be entitled, at our discretion, to withdraw from the unfulfilled part of the delivery contract or other contracts and to demand payment or advance payment or provision of security.

11.

The customer shall only be entitled to offset or withhold payment if the counterclaim is undisputed or has been legally established.

12.

We retain title to the delivered goods until receipt of all payments arising from the business relationship with the customer. If there is a current account relationship, the retention of title refers to the recognised balance. Processing and treatment of the goods is carried out for us as manufacturer without any obligation on our part. In the event of processing and combination with other goods, we shall acquire co-ownership of the new goods in the ratio of the invoice value of the reserved goods to that of the other materials. The customer may only sell the reserved goods in the ordinary course of business and may neither pledge them nor assign them by way of security. He must inform us immediately of any access by third parties. At our request he shall insure the reserved goods at his own expense against loss and damage; he hereby assigns his claims from the insurance contracts to us in advance. The customer assigns his claim from the resale of the reserved goods to us in advance as security. The customer is entitled to collect the claim as long as he meets his payment obligations towards us, is not in default of payment and in particular as long as no application for the opening of insolvency proceedings has been filed and payments have not been suspended. The same shall apply to the customer's claims arising from contracts for work and services, the fulfilment of which shall extinguish our ownership. The customer is entitled to collect the claim as long as he meets his payment obligations towards us. If this is not the case, we may revoke the authority to resell the goods and demand that the customer enable us to take back the reserved goods or disclose the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and notify the debtor of the assignment. The taking back of reserved goods does not constitute a withdrawal from the contract. If the value of the securities exceeds our claims by more than 20 %, we shall release our securities at our discretion at the customer's request.

13.

Obvious defects of the delivered goods as well as deviations in quantity or wrong deliveries must be reported in writing at the latest 8 days after receipt of the goods, hidden defects immediately after discovery. If this period is exceeded, all warranty claims expire. The aforementioned period for notification of defects shall also apply in the case of pure work performance. In this case, however, our warranty shall lapse if the customer has carried out modifications or repair work on the service rendered without our approval or if operating errors exist, unless the customer proves that the defect was already present before the modification, repair, etc.. The warranty period is 12 months from delivery. In the event of justified complaints, we shall, at our discretion, either repair or replace the goods. If this is not done within a reasonable period of time, if the replacement delivery also has defects or if the subsequent improvement fails several times, the customer may return the goods or demand a reduction in price. However, any claim for damages shall be excluded. Only in urgent cases where operational safety is endangered and to prevent disproportionately large damage or if we are in default with remedying the defect shall the customer be entitled to remedy the defect himself or have it remedied by third parties and demand reimbursement of the necessary costs. The customer must inform us of this immediately. Insofar as defects are attributable to materials and raw materials of our suppliers, we are entitled to limit our liability initially to the assignment of the warranty claims to which we are entitled against our suppliers, unless the satisfaction of the assigned right fails or the assigned claim cannot be enforced for other reasons.

14.

Claims for damages - of any kind whatsoever - against us shall be excluded if we, our legal representatives or vicarious agents have acted with slight negligence. This exclusion of liability shall not apply if warranted characteristics are missing or essential contractual obligations have been breached in a manner that endangers the fulfilment of the purpose of the contract. In such cases, however, damages shall be limited to the extent of the assurance or, in the event of a slightly negligent breach of material contractual obligations, to the foreseeable damage typical of the contract, whereby the value of the respective contractual object shall be deemed the limitation. Claims under the Product Liability Act shall remain unaffected. The customer is responsible for checking the usability of our goods.

15.

We shall take back transport packaging at the customer's expense, unless the customer waives his right to take it back.

16.

Should individual provisions of these terms and conditions be invalid in whole or in part, the remaining provisions shall remain valid. In addition to these General Terms and Conditions for Delivery, Service and Work, our "Special Terms and Conditions for Service and Work Contracts" as amended from time to time shall apply to service and work contracts.

17.

The place of performance for all obligations arising from the contracts with the customer shall be Bern/BE. Swiss law shall apply. The UN Convention on Contracts for the International Sale of Goods (CISG) of 11.04.1980 is excluded.

18.

The place of jurisdiction for all disputes arising from the underlying contracts shall be Bern/BE (Switzerland).