General Terms and Conditions of Sale and Delivery (GTC)

1. General information
The following General Terms and Conditions ("GTC") apply to business relations between DEVO-Tech AG ("DEVO"), CHE-309.796.625 VAT, with registered office in Ziefen/BL, Switzerland, and the customer ("CUSTOMER"). These GTC form an integral part of DEVO's offer to the customer and of any contractual agreement between DEVO and the CUSTOMER.
Any deviating terms and conditions of the CUSTOMER which DEVO does not expressly recognize in writing shall not be binding on DEVO, even if DEVO does not object to them.
2. Conclusion of contract
2.1 Quotations
Quotations are prepared on the basis of the documents provided by the CUSTOMER. All offers are subject to change and non-binding and may be adjusted on the basis of further negotiations. Such adjustments, in particular changes, additions, reductions, etc., shall be taken into account on the basis of the corresponding offer as an additional and/or reduced price.

2.2. Orders
An order from the CUSTOMER shall be deemed to have been placed when it has been received by DEVO verbally or in writing. The order shall only be deemed to have been accepted and the contract concluded upon DEVO's written order confirmation.
3. Withdrawal
3.1 By the CUSTOMER
If the CUSTOMER withdraws from the order confirmed by us, DEVO reserves the right to invoice all costs incurred or to be incurred by DEVO and its suppliers in processing the order.

3.2 By DEVO
If unforeseen events significantly change the economic significance or the content of the products or services or have a significant impact on DEVO's work, as well as in the event of subsequent impossibility of performance, the contract shall be adjusted accordingly. If this is not economically justifiable, DEVO shall have the right to terminate the contract or the affected parts of the contract.

4. Prices 
Prices are EXW Ziefen according to Incoterms 2000, in Swiss francs net, plus VAT. Packaging, shipping costs, customs clearance and any transport insurance shall be borne by the CUSTOMER and shall be invoiced according to actual expenditure. Assembly and disassembly work shall be invoiced according to the actual time spent in accordance with the hourly report.

5. Terms of payment (DOMESTIC)
Payment is due 30 days after invoicing without any deductions. All payments are to be made to us exclusively in Swiss francs. Depending on the subject matter of the contract, in particular for larger installations, individual terms of payment with advance or A-account payments are agreed.

As a rule, the following payment method applies for orders worth more than CHF 10,000:
- 35 % when the order is placed,
- 65 % upon delivery of the product.

5.1 Terms of payment (EXPORT)
Payment is due 30 days after invoicing without any deductions. All payments are to be made to us in Swiss euros or Swiss francs.
The following terms of payment apply:
- 35% when placing an order,
- 55% before delivery of the product,
- 10% 30 days delivery.

For deliveries of spare parts:
- 100% before delivery.

6. Delivery period 
The delivery period shall be communicated to the CUSTOMER by means of an order confirmation. It shall commence upon receipt of the order confirmation by the CUSTOMER. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires. Delays in delivery shall not justify any claims for damages.

7. Insurance 
Transport insurance can be taken out at the request and expense of the CUSTOMER.

8. Transfer of risk
The risk shall pass to the CUSTOMER upon dispatch of the deliveries ex works. If dispatch is delayed at the request of the CUSTOMER or for other reasons for which DEVO is not responsible, the risk shall pass to the CUSTOMER at the time originally intended for delivery ex works. From this time onwards, the products shall be stored and insured at the CUSTOMER's expense and risk.

9. Warranty and notice of defects
DEVO warrants for a period of 1 year from the date of delivery of the product or service to repair or replace as quickly as possible, at its own discretion, all parts which are proven to be defective or unusable as a result of poor material, faulty design or defective workmanship. The CUSTOMER shall have neither a right of rescission nor a right to a price reduction. In the case of multi-shift operation, the warranty period shall be 6 months. For replaced or repaired parts, the warranty period begins anew and lasts 6 months from replacement, repair or acceptance.

Excluded from the warranty are defects due to normal wear and tear, inadequate storage or maintenance, failure to observe the assembly and operating instructions, excessive use, unsuitable operating materials, improper intervention by the CUSTOMER or third parties, the use of non-original parts and defects for other reasons for which DEVO is not responsible.

Any warranty claim shall lapse if the product is repaired - even if only attempted - by third parties or the CUSTOMER without DEVO's written consent. This shall not apply if the CUSTOMER proves that a defect in the product is not attributable to the aforementioned conduct. Invoices for the rectification of defects by the CUSTOMER itself or by external companies commissioned by the CUSTOMER shall only be accepted after prior consultation with DEVO.

The CUSTOMER must report the aforementioned defects and his associated warranty claim immediately and in writing.

10. Exclusion of liability
DEVO shall only be liable for claims for damages under warranty and other legal grounds if it or its legal representatives and/or vicarious agents acted with intent or gross negligence. This shall not apply to the absence of warranted characteristics. Liability arising from claims under product liability law shall remain unaffected.

11. Property and intellectual property rights
The ownership and intellectual property rights of drawings and other offer documents as well as of the software supplied shall remain exclusively with DEVO. The software may not be copied or used on other systems. It is also not permitted to use parts of the program for other purposes. Exceptions are only permitted in consultation with DEVO. If the software is modified, DEVO does not guarantee the correct functioning of the system.

12. Offsetting and retention
Offsetting is only permitted if the CUSTOMER's claim is undisputed or has been legally established. The CUSTOMER shall only have a right of retention if the counterclaim is based on the same contractual relationship.

13. Severability clause
Should one of the provisions of these GTC be invalid or unenforceable, this shall not affect the remaining validity of the contract and these GTC.

14. Applicable law, exclusion of CISG and place of jurisdiction
The contractual relationship and these GTC shall be governed exclusively by substantive Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the Swiss conflict of laws rules.

The place of jurisdiction is CH-4417 Ziefen. DEVO is also entitled to take legal action at the general place of jurisdiction.

Ziefen, January 2020