1. General
1.1 These general sales and delivery terms apply to all legal transactions which HPLConsult GmbH  (hereinafter «the supplier») concludes with another company or with end users (jointly referred to hereinafter as «the buyer»). They apply both for the supply of goods as well as for the provision of services. Variations to these general sales and delivery terms and conditions only apply if accepted in writing by the supplier. The supplier does not recognise any other sales and delivery terms and conditions other than his own.
1.2 The contract shall be deemed to have been entered into upon receipt of supplier's written order acknowledgement stating its acceptance of the order.
Tenders which do not stipulate an acceptance period shall not be binding.
1.3 Any conditions stipulated by the customer which are in contradiction to these general terms of supply shall only be valid if expressly acknowledged by the supplier in writing.

2. Scope of supplies and services
2.1 The supplies and services are exhaustively specified in the order acknowledgement and in appendices thereto. The supplier shall be entitled to make any changes which lead to improvements provided such changes do not result in a price increase.

3. Technical documents
3.1 Unless otherwise agreed upon, brochures and catalogues are not binding. Data provided in technical documents are only binding in so far as having been expressly stipulated as such.

3.2 Each party to the contract retains all rights to technical documents provided to the other. The party receiving such documents recognises these rights and shall - without previous written consent of the other party - not make these documents available to any third party, either in whole or in part, nor use them for purposes other than those for which they were handed over.

4. Regulations in force in the country of destination and safety devices
4.1 The customer shall, at the latest when placing the order, draw the attention of the supplier to the standards and regulations applicable to the execution of the supplies and services, to the operation of the instrument as well as to the health and safety of personnel.
4.2 Unless otherwise agreed upon, the supplies and services shall comply with those standards and regulations at the place of the supplier. Additional or other safety devices shall be supplied to the extent as having been expressly agreed upon.

5. Prices
5.1 Unless otherwise agreed upon, all prices have to be understood, ex works, net in Swiss Francs (CHF) excluding packing, without any deduction whatsoever.
Any and all additional charges, such as, but not limited to, freight charges, insurance premiums, fees for export, transit, import and other permits, as well as for certifications, shall be borne by the customer. Likewise, the customer shall bear any and all taxes, fees, levies, customs duties and the like which are levied out of or in connection with the contract, or shall refund them to the supplier against adequate evidence in case the supplier is liable for them.
5.2 The supplier reserves the right to adjust the prices in case the material prices vary between the submission of the tender and the contractually agreed performance.
In addition, an appropriate price adjustment shall apply in case:

• the nature or the scope of the agreed supplies or

  services has changed, or

• the material or the execution has undergone changes because any documents furnished by the customer were not in conformity with the actual circumstances, or were incomplete.

   

6. Terms of payment
6.1 Payments shall be made by the customer at supplier's domicile according to the agreed terms of payment, without any deduction for cash discount, expenses, taxes, levies, fees, duties, and the like.
6.2 Payments shall be deemed to be effected as far as Swiss Francs (CHF) have been made available to the supplier at supplier’s domicil.
6.3 The dates of payment shall also be observed if transport, delivery, erection, commissioning or taking over of the supplies or services is delayed or prevented due to reasons beyond supplier's control, or if unimportant parts are missing, or if postdelivery work is to be carried out without the supplies being prevented from use.
6.4 If the customer delays in the agreed terms of payment, it shall be liable, without reminder, for interest with effect from the agreed date on which the payment was due at a rate depending on the terms prevailing at the customer's domicile, but not less than 4 per cent over the current 3-month CHF- LIBOR target. The right to claim further damages is reserved.
6.5 The buyer is not entitled to retain payments on the basis of claims under guarantee or other counter claims nor to offset these against payments due.

7. Reservation of title
7.1 The supplier shall remain the owner of all supplies until having received the full payments in accordance with the contract.
The customer shall cooperate in any measures necessary for the protection of supplier's title.
During the period of the reservation of title, the customer shall, at its own cost, maintain the supplies and insure them for the benefit of the supplier against theft, breakdown, fire, water and other risks. He shall further take all measures to ensure that the supplier's title is in no way prejudiced.

8. Delivery time
8.1 The delivery time shall start as soon as the contract is entered into, all official formalities such as, but not limited to, import, export, transit and payment permits have been completed, payments due with the order have been made, any agreed securities given and the main technical points settled. The delivery time shall be deemed to be observed if by that time the supplier has sent a notice to the customer informing that the supplies are ready for dispatch.
8.2 Compliance with the delivery time is conditional upon customer's fulfilling of its contractual obligations.
The delivery time is reasonably extended:
- if the information required by the supplier for performance of the contract is not received in time, or if the customer subsequently changes it thereby causing a delay in the delivery of the supplies or services;
- if hindrances occur which the supplier cannot prevent despite using the required care, regardless of whether they affect the supplier or the customer or a third party. Such hindrances include, but shall not be limited to, serious breakdown in the works, accidents, late or deficient delivery by subcontractors of raw materials, semifinished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, acts of God.
8.3 In case a specific date instead of a delivery period is fixed, such date shall correspond to the last day of a delivery period; Clauses 8.1 and 8.2 apply by analogy.
8.4 Any delay of the supplies or services does not entitle the customer to any rights and claims other than those expressly stipulated in this Clause 8. This limitation does, however, not apply to unlawful intent or gross negligence on the part of the supplier.

9. Packing
Packing shall be charged for separately by the supplier and shall not be returnable.

10. Forwarding, transport and insurance
10.1 The supplier shall in time be notified of special requirements regarding forwarding, transport and insurance. The transport shall be at customer's expense and risk.
10.2 Objections regarding forwarding or transport shall upon receipt of the supplies or of the shipping documents be immediately submitted by the customer to the last carrier and the transport insurer.
10.3 The customer shall be responsible for taking insurance against risks of any kind.

11. Inspection and taking-over of the supplies and services
11.1 As far as being normal practice, the supplier shall inspect the supplies and services before dispatch. If the customer requests further testing, this has to be specially agreed upon and paid by the customer.
11.2 The customer shall inspect the supplies and services within 3 days after receipt and shall immediately notify the supplier in writing of any deficiencies. If the customer fails in doing so, the supplies and services shall be deemed to have been taken over.
11.3 Having been notified of deficiencies according to Clause 11.2, the supplier shall as soon as possible remedy them, and the customer shall give the supplier the possibility of doing so.
11.4 Deficiencies of any kind in supplies or services shall not entitle the customer to any rights and claims other than those expressly stipulated in Clauses 11.2 

12. Guarantee, liability for defects
12.1 Guarantee period
The guarantee period is 24 months. It starts when the supplies leave the works or at the taking-over of the supplies and services should such taking-over have been agreed upon before, or, if the supplier undertakes the erection, upon completion thereof. If dispatch or taking-over or erection are delayed due to reasons beyond supplier's control, the guarantee period shall end not later than 18 months after supplier's notification that the supplies are ready for dispatch.
12.2 For replaced or repaired parts the guarantee period starts anew and lasts 6 months after replacement or completion of the repair or taking-over, but not longer than the expiry to the guarantee period stipulated in the preceding paragraph.
12.3 The guarantee expires prematurely if the customer or a third party undertakes inappropriate modifications or repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and give the supplier the possibility of remedying such defect.

13. Liability for express warranties
13.1 If the express warranties are not or only partially achieved, the customer may first of all require the supplier to carry out the improvements immediately. The customer shall give the supplier the necessary time and possibility of doing so.
If such improvements fail completely or in part, the customer may claim such compensation as has been agreed before for such case, or, if such an agreement has not been made, a reasonable reduction of price. If, however, the defects are of such importance that they cannot be remedied within a reasonable time and provided the supplies and services cannot be used for their specified purpose, or such use is considerably impaired, then the customer shall be entitled to refuse acceptance of the defective part or, if partial acceptance is economically not justified for it, to terminate the contract. In such case the supplier can only be held liable to reimburse the sums which have been paid to it for the parts affected by the termination.
13.2  Excluded from supplier's guarantee and liability for defects are all deficiencies which cannot be proved to have their origin in bad material, faulty design or poor workmanship, e.g. those resulting from normal wear, improper maintenance, failure to observe the operating instructions, excessive loading, use of any unsuitable material, influence of chemical or electrolytic action, building or erection work not undertaken by the supplier, or resulting from other reasons beyond supplier's control.

14. Exclusion of further liability on the supplier's part
All cases of breach of contract and the relevant consequences as well as all rights and claims on the part of the customer, irrespective on what reason they are based, are exhaustively covered by these general terms of supply. In particular, any claims not expressly mentioned for damages, reduction of price, termination of or withdrawal from the contract are excluded. In no case whatsoever shall the customer be entitled to claim damages other than compensation for costs of remedying defects in the supplies. This in particular refers, but shall not be limited, to loss of production, loss of use, loss of orders, loss of profit and other direct or indirect or consequential damage. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on the part of the supplier. This exclusion of liability does not apply as far as it is contrary to compulsory law.

15. Erection
If the supplier undertakes the erection or the supervision of the erection, the General Conditions of Erection of the Swiss Association of Machinery Manufacturers (VSM) shall apply.

16. Jurisdiction and applicable law
16.1 The place of jurisdiction for both the customer and the supplier shall be at the registered office of the supplier.
16.2 The contract shall be governed by Swiss substantive law. The regulations of the UN Convention on Contracts for the international sales of goods do not apply.

HPLConsult GmbH, 4148 Pfeffingen, Switzerland
August 2016