General Terms and Conditions of Offer and Delivery
AKSA Würenlos

1. Offers
   Offers that do not include a time limit for acceptance shall be binding for a period of 30 days from the date of dispatch at AKSA.

2. Conclusion of contract
   The contract shall be deemed to have been concluded when we have confirmed its acceptance in writing after receipt of an order. General conditions of the Ordering Party shall only be valid insofar as they have been accepted by AKSA in writing. All agreements and legally relevant declarations on both sides shall only be valid if they have been confirmed in writing.

3. Scope and execution of the delivery
   Our order confirmation shall be authoritative for the scope and execution of the delivery. Material or services are listed exhaustively.

4. Technical documents
   Brochures and catalogues are not binding unless otherwise agreed. Details in plans, drawings and technical documents as well as data in software are binding if they form an integral part of the contract. We reserve the right to make changes in the design which do not impair the use. The documents are our intellectual property and may neither be copied nor brought to the attention of third parties.

5. Regulations at the place of use
   The client shall draw our attention to the legal, official and other regulations relating to the execution of the deliveries, the operation of the deliveries or to the prevention of illness and accidents which must be observed in the performance of the contract at the place of destination. Reservations by AKSA in relation to orders, instructions or measures of the orderer or in relation to actual circumstances may be made verbally or in writing and shall be deemed to be a warning that releases AKSA from any liability.

6. Price
   Unless otherwise agreed, prices are net, ex works Würenlos, without packaging, in freely available Swiss francs, without any deductions. Incidental costs, e.g. for freight, insurance, export costs, permits, quality and acceptance inspections by third parties and certifications shall be borne by the customer.
   
   AKSA reserves the right to adjust prices if
   • in the case of foreign goods, the exchange rate at the time of the order deviates by more than +/- 1%, or
   • sliding prices have been agreed, or
   • a delivery deadline has subsequently been extended in accordance with clause 9, or
   • the nature or scope of the agreed delivery or services has undergone a change, or
   • the designs undergo changes because the documents provided to us by the orderer have not corresponded to the actual circumstances or were incomplete, or
   • laws, regulations or generally recognised principles of interpretation undergo a change after the offer has been submitted.



7. Terms of payment
   Payments are to be made by the customer in Würenlos, in accordance with the conditions contained in the order confirmation. The payment obligation shall be fulfilled when the amount in Swiss francs has been placed at our free disposal in Switzerland. If the customer fails to meet the agreed payment dates, he shall pay interest on arrears from the date on which payment is due, based on the interest rates customary at the customer's domicile, but at least 4 per cent above the current discount rate of the Swiss National Bank. In the event of default in payment, the customer shall be entitled - after prior notification - to withdraw from the contract and to claim compensation for any damage resulting from the default.
   The payment dates shall also be observed if transport, delivery, assembly, commissioning or acceptance of the delivery is delayed or made impossible for reasons for which we are not responsible. It is inadmissible to reduce or withhold payments due to complaints, claims or counterclaims of the customer not recognised by us. Payments shall also be made if insignificant parts are missing but this does not make the use of the delivery impossible, or if reworking of the delivery proves necessary.

8. Retention of title
   The material delivered by us remains our property until full payment has been made.
   The orderer shall be obliged to cooperate in measures required to protect our property.
   The orderer shall undertake to have a valid establishment of AKSA's retention of title entered in a public register at his own expense.
   The transfer of risk shall be governed by Incoterm 2010®.

9. Delivery period
   The delivery period shall commence as soon as the contract has been concluded, the payments and any securities to be provided with the order have been made, and the essential technical points have been settled. The delivery period shall be extended accordingly
   - if the customer subsequently requests changes which substantially affect the delivery.
   - due to unforeseen obstacles which we cannot avert, such as epidemics, mobilisation, war, riots, strikes, lockouts, labour disputes, significant operational disruptions, accidents or delayed or defective deliveries, transport obstacles, natural events.
   - if the customer is in arrears with the work to be carried out by him or is in default with the fulfilment of his contractual obligations.
   A contractual penalty for late delivery (late performance in general) requires a special written agreement. It can only be claimed if the delay was demonstrably caused by us and only insofar as the orderer can prove damage incurred by him as a result. AKSA shall be liable for all accumulated damage claims in respect of delays up to a maximum of 2% of the contract value. AKSA cannot be held liable for delays of a subcontractor. In the event of late delivery, the orderer shall not be entitled to compensation or withdrawal from the contract.

10. Inspection and acceptance of the delivery
    The customer shall inspect the delivery within a reasonable period of time and notify us immediately in writing of any defects for which we are contractually obligated. Otherwise the delivery shall be deemed to have been accepted.
    Special acceptance tests shall be agreed upon when the contract is concluded and shall be at the expense of the buyer. If the delivery proves not to be in conformity with the contract during one of the aforementioned tests, the purchaser shall immediately give us the opportunity to remedy the defects.
    Further rights of the purchaser due to defective delivery, in particular to compensation for damages and withdrawal from the contract, are excluded.

11. Takeover and transport risk
    Unless otherwise agreed in writing, the customer shall take over the goods in Würenlos or, in the case of direct delivery from foreign suppliers, from the Swiss border. Transport from this place of acceptance or fulfilment shall in all cases, even in the case of carriage paid delivery, be exclusively at the risk of the ordering party. The customer shall insure the transport risks himself.

12. Warranty
    For goods manufactured by us, we provide a warranty for faulty workmanship and materials for a maximum of 12 months, in the case of day and night operations 6 months, calculated from the day on which the purchaser takes delivery of the goods or on which they are available to him in accordance with our notification. For goods not manufactured by us, the warranty provisions of the upstream supplier shall apply. If dispatch, transport, possible assembly or commissioning or acceptance is delayed for reasons for which AKSA is not responsible, the warranty period shall end at the latest 18 months after notification of readiness for dispatch. In any case, the following shall be excluded from the warranty: damage due to natural wear and tear, inadequate maintenance, disregard of the operating instructions, incorrect operation, excessive stress, unsuitable operating materials, defective foundation, construction and assembly work not carried out by us, as well as other reasons for which we are not responsible. The warranty shall expire if the customer or third parties carry out modifications or repairs to the delivery without our written consent, or if the customer does not take immediate measures to ensure that the damage does not increase and that we or our suppliers can remedy the defect.
    The warranty claim for a component does not constitute a warranty claim for the superordinate or subordinate or other component (system, motor, control, etc.) or the entire system part.

13. Limitation of liability
    AKSA shall be liable exclusively if culpable action (negligence, gross negligence) is proven. AKSA's cumulative liability arising out of or in connection with the contract or its improper performance shall be limited in total to 100% of the price paid by the Buyer. Claims of the Ordering Party (or third parties) for compensation for damage that has not occurred to the deliveries themselves, such as e.g. loss of production, loss of use, loss of orders, loss of profit, claims of third parties or for compensation for indirect and consequential damage are excluded.

14. Place of jurisdiction and applicable law
    The place of jurisdiction for the customer and for us is Baden (Aargau). However, we also have the right to take legal action against the customer at his place of business. The legal relationship shall be governed exclusively by Swiss law.
    The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is excluded.

15. Validity
    These general terms and conditions of offer and delivery shall apply in all respects which are not mutually regulated in writing in another manner. Special conditions of the buyer which are in conflict with these general terms and conditions of offer and delivery shall only apply if we have agreed to them in writing.

Status 2015