GTC

of Rotima AG (CHE-107.298.700), in Stäfa, Switzerland and Rotima GmbH, in Kaufbeuren, Germany
(hereinafter referred to as the supplier)

These GTC apply to all purchase contracts concluded between the supplier and the customer/buyer (contractual partner). Agreements to the contrary between the contracting parties are excluded. Any conditions and contractual terms of the Supplier's contractual partner that deviate from these GTC shall only be binding with the express written consent of the Supplier and shall otherwise be deemed to have been waived in their entirety. Any agreements made in addition to these GTC and legally relevant declarations by the contracting parties must be made in writing, whereby e-mail shall be deemed equivalent to the written form.

In all other respects, the provisions of the Swiss Code of Obligations on sales contracts (Art. 184 et seq. CO) and other Swiss laws and ordinances shall apply.

Should a provision of these GTC or the corresponding contract be invalid or should these GTC or the contract contain a loophole, this shall not affect the legal validity of the remaining provisions. In place of the invalid provision, a valid provision shall be deemed to have been agreed from the outset which comes closest to the economic intention of the parties. The same shall apply in the event of a loophole.

The Supplier reserves the right to amend these GTC at any time. The version of the GTC valid at the time of the order shall apply.

The supplier's offers are not legally binding.

A contract shall be deemed to have been concluded if the supplier has expressly accepted an order in writing after receipt (confirmation of acceptance), whereby e-mail shall be deemed equivalent to the written form.

The contractual partner must accept customary deviations in quality, quantity, weight or other deviations, even if it refers to brochures, drawings or illustrations in its order, and even if the contractual partner's order has been accepted without reservation, unless it is expressly designated as binding.

All cost estimates, quotations, documents and samples submitted to the contractual partner as well as all other documents and records shall remain the property of the supplier, irrespective of whether they are made available or handed over to the contractual partner before or after the conclusion of a contract. Without the express consent of the supplier, third parties may not be granted access to them, they may not be disclosed and they may not be reproduced. Furthermore, they may only be used within the contractual partner's company to the extent that this is absolutely necessary for the purpose of the contract. All intellectual property rights shall remain with the supplier.

All documents, samples, drawings, etc. to be provided to the supplier by the contractual partner, which may be the subject of intellectual property rights or other industrial property rights, shall not conflict with any industrial property rights of third parties and the supplier itself shall not be obliged to verify the existence of industrial property rights of third parties. In the event of liability on the part of the supplier, the contractual partner undertakes to indemnify the supplier in full.

Shipping costs for samples shall be borne by the contractual partner. All samples shall always remain the property of the supplier.

Brochures, documents, documentation, etc. are not binding without express agreement and likewise information in technical documents is only binding if it is expressly guaranteed.

The delivery dates and delivery periods stated by the supplier on an offer or an order confirmation are given to the best of the supplier's knowledge and based on the information available to it, always subject to the reservation that the supplier itself is supplied on time by its partners.

The delivery period shall commence upon transmission of the confirmation of acceptance to the contractual partner, whereby the delivery period shall not commence if documents, approvals, samples or other prerequisites still have to be fulfilled or created in advance by the contractual partner, as well as the payment of any down payment. If the supplier has to fulfill certain requirements, such as obtaining permits, approvals or consents from authorities or private individuals, the period shall also not begin to run until the corresponding requirements have been fulfilled.

The delivery period shall be suspended in the event of strikes, lockouts, natural disasters, mobilizations, war, riots, epidemics, pandemics, accidents and illnesses, significant operational disruptions, labour disputes, delayed or defective deliveries, official measures, in other cases of force majeure and in all other cases for which the Supplier is not responsible, regardless of whether these events or occurrences occur at the Supplier itself or at one of the Supplier's partners or their partners in the supply chain.

Should the delivery be delayed by more than 60 days as a result of one of the cases described above or should the delivery become impossible, the Supplier shall be entitled to withdraw from the contract.

In the event of delay on the part of the supplier without the existence of one of the above-mentioned reasons/cases, the contractual partner may withdraw from the contract after the expiry of a reasonable grace period set by him, whereby this must be at least 30 days, which must be combined with the notification that the contractual partner will refuse performance after the expiry of the deadline, if the goods have not been reported ready for dispatch by the expiry of the deadline. The grace period shall commence upon receipt by the supplier of the written notice of grace period from the contractual partner.

The contractual partner shall not be entitled to compensation for damages (in particular not for consequential damages or loss of profit) due to the delay or failure of a delivery, irrespective of the reason for this.

Partial deliveries are always permissible and do not require prior approval by or notification to the contractual partner.

All prices are net ex works, excluding packaging in accordance with INCOTERMS 2020 and without any deductions. All additional costs and fees, such as costs for transportation, insurance, export, transit, import and other permits and certifications, as well as all taxes, duties, fees and customs duties shall be borne in full by the contractual partner.

The supplier reserves the right to adjust prices at any time. If there are more than four weeks between the conclusion of the contract and the specified delivery date or the expiry of the delivery period and the purchase price to be paid by the supplier increases after the conclusion of the contract due to limited availability of the ordered goods, the supplier shall be entitled to charge and invoice the contractual partner the list price or offer price of the goods valid at the time of dispatch. A price adjustment shall not be deemed a new offer.

Swiss VAT shall be charged on deliveries of goods within Switzerland and to the Principality of Liechtenstein in accordance with the applicable VAT rate.

Payments must be made in accordance with the details on the invoices or delivery bills. The corresponding terms of payment must also be complied with if transportation, delivery, assembly, commissioning or acceptance of the delivery is delayed or made impossible for reasons for which the supplier is not responsible. Unless otherwise instructed or stipulated, the corresponding amount is due for payment within 30 days of the invoice date (due date).

Furthermore, it is not permitted to reduce or withhold payments due to complaints, claims or counterclaims of the contractual partner that are not recognized by the supplier. The contractual partner's right to set-off is expressly excluded.

In the event of late payment, the contractual partner shall pay default interest of 5% p.a. from the due date of payment, without the need for a reminder. The right to compensation for further damages remains reserved. The supplier is also entitled to withdraw from the contract after prior notification to the contractual partner and to reclaim the goods already delivered.

If the financial circumstances of the contractual partner deteriorate significantly after conclusion of the contract, e.g. if bankruptcy or insolvency proceedings are instituted against his
bankruptcy or composition proceedings are instituted against his assets, or if such a deterioration in assets only becomes known after
the conclusion of the contract, the supplier shall be released from the obligation to carry out the delivery until the contractual partner makes payment or has provided appropriate security for the payment. If requested to do so by the Supplier, the Contractual Partner shall have [14] days to make the payment or provide the appropriate security, failing which the Supplier may withdraw from the contract.

Benefit and risk shall pass to the contractual partner when the goods are dispatched. In the event that shipment is delayed or becomes impossible for reasons for which the supplier is not responsible, the goods shall be stored at the expense and risk of the contractual partner.

The goods shall remain the property of the supplier until payment has been made in full.
If the contractual partner defaults on payment, the supplier shall be entitled to have the retention of title entered in the retention of title register at the expense of the contractual partner and the contractual partner shall give its consent to this.

The goods must be inspected by the contractual partner within ten days of receipt (obligation to inspect) and, in the event of defects for which the supplier is liable, the defects must be notified to the supplier in writing within ten days, stating the specific defects (obligation to give notice of defects).

If the contractual partner fails to do so, the goods shall be deemed to have been approved unless the defects were not recognizable during the usual inspection (hidden defects). Hidden defects must be reported in writing within ten days of their discovery, stating the specific defects. In any case, all warranty claims arising from hidden defects shall lapse at the latest six months after receipt of the goods.

The deadline for complaints is deemed to have been met if the complaint is handed over to Swiss Post or a courier for dispatch on the last day of the deadline.

Rejected goods may only be returned by the contractual partner or a third party authorized by the contractual partner. The contractual partner is obliged to pay the shipping costs in advance. Should a defect actually exist, the corresponding shipping costs shall be reimbursed to the contractual partner.

The rejected goods must be returned in their original condition and with their original packaging. In the event that the contractual partner or a third party has made changes to the goods, any liability and warranty on the part of the supplier shall be excluded.

The supplier has the right to repair the rejected goods up to three times or to make a replacement delivery up to three times, whereby the supplier has the sole right to choose. If the repair or replacement delivery is not successful even on the third occasion, the contractual partner may withdraw from the contract and reclaim only the price paid or demand a reasonable reduction in the price. The same applies if the contractual partner is unable to rectify the defect or provide a defect-free replacement delivery.

Should it turn out that the goods complained about are free of defects, the supplier shall be entitled to charge the contractual partner for its expenses incurred in verifying the defectiveness of the goods.

In the case of reworked goods or replacement deliveries, the same periods specified in this clause 10. shall apply as for initial deliveries and shall commence upon receipt of the goods.

All warranty rights of the contractual partner other than those specified in this clause 10 are explicitly excluded.

The Supplier warrants the quality of its goods for a maximum of twelve months from delivery of the goods, but for no longer than the period (expiry period) for the use of the goods has not yet expired. If the expiry period is shorter than twelve months, the shorter period shall apply. The warranty period shall not be interrupted by any warranty or guarantee claim, but shall continue to run.

If, during the warranty period, the contractual partner discovers that the goods or parts of the goods have become defective or unusable as a result of poor material, faulty design or defective manufacture, the supplier undertakes, at the written request of the contractual partner, to repair the goods or parts thereof that are the subject of the complaint up to three times or to make a replacement delivery up to three times, whereby the supplier alone shall be entitled to choose. If the repair or replacement delivery is not successful even on the third occasion, the contractual partner may withdraw from the contract and reclaim only the price paid or demand a reasonable reduction in the price. The same applies if the contractual partner is unable to rectify the defect or provide a defect-free replacement delivery.

Any further claims of the contractual partner due to defective goods, in particular compensation for damages (consequential damages and loss of profit are therefore also explicitly excluded) against the supplier as well as its auxiliary persons and substitutes are excluded.
The supplier shall only bear the costs arising from the rectification or replacement delivery of the defective goods.

If persons are injured or property is damaged (including property of third parties) as a result of actions or omissions of the contractual partner or its auxiliary persons (irrespective of whether intentional or negligent) and if a claim is made against the supplier for this reason, the contractual partner undertakes to indemnify the supplier in full.

If, with regard to certain goods, limitations of liability are made by the manufacturer of the goods or a manufacturer of parts of the goods in the manufacturing chain or any contractual partner of the Supplier (in particular with regard to the application and use of the goods and their usability) and if the corresponding limitations are disclosed to the contractual partner (whether in an e-mail or a brochure, instructions or any other document, regardless of whether before or after conclusion of the contract), the corresponding limitations shall also apply to the Supplier's warranty and guarantee in the contractual relationship between the Supplier and the contractual partner.

The Supplier and its auxiliary persons and substitutes shall only be liable if and to the extent that this is expressly provided for in these GTC. Any further liability of the Supplier and its auxiliary persons and substitutes is excluded and waived. In particular, the supplier and its auxiliary persons and substitutes shall not be liable for claims by the contractual partner for compensation for damage that has not occurred to the goods themselves, such as loss of production, loss of use, loss of orders, loss of profit and other direct or indirect damage. This exclusion of liability also applies to claims arising from positive breach of contract, culpa in contrahendo and tort. This exclusion of liability shall not apply to unlawful intent or gross negligence on the part of the Supplier or its executive employees, but it shall also apply to unlawful intent or gross negligence on the part of its auxiliary persons. Otherwise, the exclusion of liability shall not apply insofar as it conflicts with mandatory law.

Unless otherwise expressly agreed in writing, the goods are not suitable for use in life-sustaining devices or systems, human implants, nuclear facilities or systems or other applications in which product failure may threaten or impair life or cause catastrophic consequential damage. The contractual partner shall indemnify the supplier against any third-party claims resulting from a breach of this provision and this notice.

Swiss substantive law shall apply exclusively, to the exclusion of the provisions of the United Nations Convention on Contracts for the
Nations Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of the conflict of laws.

The exclusive place of jurisdiction for all claims arising from or in connection with these GTC or the contract between the supplier and the contractual partner shall be the registered office of the supplier.

In the event of discrepancies between the German version and the translations into all other languages of these GTC, the original German text shall prevail.

Bernhard Schaden, Managing Director
Rotima AG, 22.08.2023