General Terms and Conditions of Sale and Business of Enertec Engineering AG

1. general conditions

The terms and conditions of Enertec Engineering AG shall apply if the parties expressly or tacitly recognise them. Amendments and collateral agreements shall only be effective if confirmed in writing by Enertec Engineering AG.

2. offers

Our offers are limited in time, either in accordance with the statutory regulations or in accordance with the specific information in the offers. Documents such as brochures, data sheets, diagrams, drawings and information on dimensions and weights are non-binding. We reserve the right to make changes to the products offered by us due to technical progress without the purchaser being able to derive any rights from this. Any enclosed documents such as drawings, drafts, diagrams, cost estimates etc. remain our property and may not be made accessible to third parties. These documents must be returned to us on request.

3. prices and terms of payment

Unless otherwise agreed, prices are quoted in Swiss francs ex our warehouses, excluding VAT, freight costs, insurance, packaging, installation, commissioning, training and user support. The prices are not binding for repeat orders. Enertec Engineering AG reserves the right to change printed price lists and catalogues. Unless otherwise agreed, all invoices are due for payment within thirty days of the invoice date. If the customer defaults on an obligation, all payment claims shall become due immediately. In the event of repeated default of payment, we reserve the right to make deliveries only against cash on delivery or advance payment or, in exceptional cases, to impose a delivery stop (the decision to do so lies exclusively with us). The customer may only offset counterclaims, even if they arise from the same contract or its avoidance, with the written consent of Enertec Engineering AG or if a legally binding court judgement exists.

4. delivery times:

We shall endeavour to meet the delivery deadlines specified by us even in the event of unforeseeable difficulties. A delay in delivery shall not entitle the customer to withdraw from the contract. If we are prevented from fulfilling our obligations on time due to the occurrence of unforeseen events which affect us or our suppliers and which we cannot avert even with reasonable care in the circumstances of the case (e.g. war, natural disasters, accidents, strikes), the delivery period shall be extended by the duration of the hindrance and by a reasonable start-up period. Compliance with the delivery deadlines also presupposes that the customer fulfils all necessary information regarding the specifications of the order in due time.

5. dispatch

In the absence of special agreements, packaging and despatch shall be at our discretion. The risk shall pass to the customer upon despatch.

6. guarantee (warranty)

Enertec Engineering AG guarantees that the products are delivered in a functional condition. Our guarantee shall extend from the date of delivery or completion of installation to all defects that may occur within one year and which are demonstrably caused by material defects or faulty manufacture. However, our guarantee is limited, at our discretion, to replacement or repair of the defective products/components or to compensation for the invoice value of the products/components not replaced. Claims for compensation for direct or indirect consequential damage are excluded. Our warranty obligation shall lapse if interventions and modifications are made to items supplied by us without our written consent.

7. complaints (notices of defects)

In the event of recognisable defects, the customer or purchaser must notify us within two days of receipt of the delivery. If hidden defects only become apparent later, the notification must be made within the same period after discovery, but at the latest before expiry of the guarantee period. If no such notification is made, the delivery shall be deemed to have been approved. Defects must be reported to us in writing. Consignments with any transport damage must be accepted with reservations and the carrier concerned must be notified immediately for the purpose of establishing the facts and safeguarding all rights. Complaints about partial deliveries shall not entitle the customer to reject the remaining delivery.

8 Assembly and installation

If a system is to be assembled or installed by us, the customer shall be responsible for the necessary preparatory work so that the assembly or installation work can be started without hindrance. The customer shall also provide the necessary auxiliary personnel for the assembly or installation in good time and at his own expense.

9. repairs

All repairs are carried out at our premises or at our suppliers. Each appliance must be labelled with the company address and the complaint statement. If the buyer does not request a cost estimate, the repair shall be carried out at his expense.

10. order cancellation

Confirmed orders can only be cancelled if we have given our consent and the customer assumes the cancellation costs of 20 % of the purchase price. If parts of orders are cancelled, the customer will also be charged the price difference resulting from the reduced quantity purchased, with a minimum charge of CHF 50. Returns of delivered devices will only be accepted at our discretion if the devices are as good as new and still in their original packaging and if the return has been agreed with us in writing in advance. In such cases, we reserve the right to credit a maximum of 80 % of the invoiced purchase price for absolutely new standard appliances. Items that are not in common use and have been made to order or ordered from one of our suppliers cannot be taken back, even if they are listed in the catalogue. The decision as to whether an appliance is in common use or not lies exclusively with us.

11. resale

Unless otherwise agreed by the parties or due to the nature of the transaction, the customer may resell the products unchanged or modified. However, the customer must ensure that all obligations arising from software licences, confidentiality and any reservations of authorisation for re-export are transferred to the respective providers.

12. reservation of title

We reserve the right of ownership of all products sold until the full purchase price has been received.

13 Choice of law and place of jurisdiction

This legal relationship is subject to Swiss law. The place of jurisdiction is the registered office of Enertec Engineering AG. However, Enertec Engineering AG reserves the right to bring an action before the court at the customer's domicile.

14. final provision

Should individual provisions of these terms and conditions become invalid in whole or in part, this shall not affect the validity of the remaining provisions.