Boschung Mecatronic AG General Terms and Conditions

General Terms and Conditions (GTC) for the sale of electronic and hydraulic equipment/items, power units, original parts, spare parts, used equipment, as well as services, unless otherwise agreed upon with the buyer in writing.

I. General information
a. The following terms of delivery apply for sales and related services of Boschung Mecatronic AG (hereinafter: “Boschung”) to the buyer to the extent that he is a merchant in the legal sense.
b. A contract between Boschung and a buyer must be in a written form. This also applies for agreements conflicting with these GTC. Technical documents are only binding if Boschung has declared so. All documents are the property of Boschung and must not be made acces-sible to third parties. This especially applies if documents were transmitted prior to a sale in the sense of an offer or sales documentation. All documents must be returned upon request.
c. Boschung is authorized to transfer all rights and obligations from this contract entered into with the buyer to a company affiliated with the buyer. The transfer of the contract of the buyer to a third party requires the consent of Boschung.

II. Offers and contract
a. Boschung offers are nonbinding. Reservations for delivery items in stock shall be maintained for a maximum of two (2) weeks.
b. Technical data, operating costs, dimensions are only approximate values unless such values are explicitly guaranteed by Boschung. This also applies for information related to design, form and material.
c. If not explicitly explained, prices and terms of delivery are ex works including loading, without packaging, without cash discount, without any other discounts and without VAT. A domestic buyer is obligated to pay this tax in addition in the respective statutory amount. Additional services such as packaging, freight (for foreign buyer’s customs duties if applicable in addition) or installation and bringing into service at the buyer’s location are invoiced separately. Standard clauses are applicable according to the Incoterms as amended at the time the contract was entered into force.
d. d. Payments have to be made without a deduction, prior to delivery or via a 100% guarantee via a “letter of credit.” Bank charges shall be borne by the buyer. The buyer may only assert the right of retention of payment if the counterclaim is undisputed, or if a legally binding title is on hand. The right of retention of payment only applies for the portion of the delivery that is disputed.

III. Retention of title
a. The delivery item remains the property of Boschung until the purchase price and other receivables are paid in full by the buyer. Goods delivered by Boschung cannot be pledged or resold until then. Any processing and further processing by the buyer of a delivery item under retention of title is to be reported to Boschung.
b. The buyer is obligated during the period of retention of title to maintain the delivery item in good technical order and condition.
c. If the country, where the item was delivered to, does not allow for a retention of title, Boschung is authorized to exercise all comparable rights in this country.
d. The buyer shall bear all costs that have to be spent for the cancelation of the right of access or the reprocurement of the delivery item.
e. The petition for opening insolvency proceedings of the buyer authorizes Boschung to withdraw from the contract and to demand the immediate return of the delivery item.

IV. Delivery, delivery time and delay
a. The delivery time can be deduced from the written agreements. It presumes that all commercial and technical issues were addressed, and that all approvals and administrative services are performed.
b. Partial deliveries are permitted. The buyer must also pay partial invoices according to the volume of the partial deliveries
c. Delivery times are indicated by Boschung in a way that they can be met during orderly operating conditions in all likelihood, and they are deemed agreed upon.
d. The delivery time is extended in a reasonable fashion in the event of force majeure or if events arise that are outside of the influence of Boschung, this can include, but is not limited to, strikes, pandemic, lockouts, and disruptions in operation but also delivery issues of suppliers. Boschung is obligated to inform the buyer accordingly.
e. Compliance with the agreed upon delivery time requires that the buyer shall deliver in due time the information, drawings or the like required to execute the contract. This also applies for any advance payments to be paid by the buyer if required and applicable.
f. Boschung reserves the right to temporarily offer the buyer a delivery item of a different design, if applicable, with similar characteristics if necessary.
g. Should the delivery be delayed, Boschung shall not pay any contractual penalty. Any possible claim for damages of the buyer is excluded.
h. If not contractually agreed upon otherwise, the acceptance (transfer of perils) of the delivery item by the buyer shall begin with loading at Boschung.
i. Delivered items with insignificant defects must be accepted by the buyer.
j. After the notification was received by the buyer, that Boschung is ready for the delivery or pick up of goods, the buyer is obligated to confirm the acceptance of the delivery or pick up of the goods within fourteen (14) days.
k. Should Boschung initiate shipping on behalf of the buyer, this is carried out without any claim to the cheapest way of shipping.
l. During installation at the buyers facility, or during installation by the buyer on site, the following provisions shall apply:
i. In all cases, Boschung Field Technicians are only sent as quickly as possible to the agreed installation location upon the request of the buyer and upon the notification by the buyer that the delivery item has arrived on site and that everything is ready for installation. ii. For an installation, Boschung shall invoice the installation rates applicable at the time the installation was carried out, in addition to all agreed on expenses. iii. Nonworking days such as Sundays and holidays are invoiced as well. Waiting time of the in-stallers that was caused by various causes and through no fault of Boschung as well as their execution of work other than work taken over by Boschung is invoiced to the buyer as standard installation work. iv. If the buyer installs the delivered product, the respective start-up operations, adjustment work and service work have to be executed professionally. v. All installation instructions of Boschung are to be complied with. If necessary, the installation has to be carried out by a certified company.

V. Right of withdrawal, returns, testing costs and minimum quantity surcharge for original parts, spare parts and accessories
a. Prior to any return or exchange Boschung has to be notified by phone or in writing. A return by the customer always has to be carried out with the return form available on Boschung’s website and with the consent of Boschung.
b. Upon receipt of the returned goods, Boschung shall reimburse the value of the goods to the customer, minus restocking costs. Goods are to be returned at the expense and the risk of the customer. Shipping charges shall be borne by the customer.
c. Costs incurred already with the signing of the contract, such as shipping costs, etc., will not be reimbursed to the customer.
d. Per item, 10% of the gross sales price, however, at the very minimum CHF 20.00 are charged as restocking costs.
e. Possible testing costs prior to restocking are charged to the customer.
f. Spare parts must not be disassembled or opened. Unless otherwise agreed upon, no delivery items shall be lent as a sample or for tests.
g. If the value of the goods of a contract is less than CHF 60.00 Boschung reserves the right to charge a minimum quantity surcharge of CHF 25.00.

VI. Warranty
a. General Warranty Conditions
i. The warranty period starts after the delivery of the delivered items, unless otherwise agreed upon with the buyer in writing.
ii. The warranty conditions of electronic and hydraulic equipment/items and power units are always described in the contract between Boschung and the buyer. In the case of missing written contract, the warranty terms mentioned in the quotation of Boschung prevail. Otherwise, the warranty period of the aforementioned items amounts to 24 months.
iii.The warranty conditions for spare parts, used equipment and accessories, as well as services amounts to 6 months after delivery, unless otherwise agreed upon with the buyer.
iv. The warranty excludes: wearable parts, consumables, major-force induced damages (water, fire, earthquake, landslides, lightning, vandal acts, etc.), damages on start-ups and shut-downs made by unauthorized people.
v. The warranty expires automatically if the user employs other than recommended installation material for Boschung items and if those items are not installed according to Boschung guidelines.
vi. The warranty expires automatically if the user employs other than the original Boschung software or modifies the Boschung software. Moreover, no warranty will be granted on breakdowns, which are generated by faults of the buyer’s operating system or software packages other than the ones herewith offered and delivered.
b. Warranty Claim
i. The buyer is obligated to check the delivery item immediately after receipt. The deadline for this is one week. A defect has to be reported by the customer in writing. Transport damage has to be reported immediately on receipt to the respective carrier and is to be noted on the freight documents.
ii. Claims of the buyer due to material is only recognized if the defect was claimed 30 days after the occurrence.
iii. The organizational process of the handling of items covered under warranty is summarized in a Boschung warranty information statement.
iv. If Boschung is not able to remedy the defect or if such is unreasonable, the customer or a third party may remedy the defect with the consent of Boschung. In such a case, Boschung reimburses the costs only to the amount Boschung would have incurred if the company had remedied the defect.
v. The obligation to remedy material defects does not refer to natural wear and tear of materials that are subject to premature use as a result of the material characteristics or the type of use. Boschung is not responsible for defects caused by improper use, storage, excessive wear, processing with chemical or electronic influences.
vi. For the execution of a necessary remedy of material defects at the customer’s facility, the buyer has to provide the required time, personnel, equipment and facilities.
vii. A possible claim for damages of the customer is excluded, even if the remedy of a material defect shall fail.
c. Warranty exclusion
i. Boschung reserves the right to refuse all warranty claims if the product was not used, maintained or stored as per Boschung guidelines, damages are caused by force majeure.
ii. The validity of all warranty claims shall lapse if the maintenance intervals prescribed by Boschung are not maintained and if they are not executed by Boschung or a certified maintenance company. During the warranty period, also the wear and tear parts and service parts have to be purchased from Boschung.
iii. The same also applies should the customer make technical changes to the product of Boschung that were previously not accepted by Boschung, or for the non-compliance with installation instruction and software requirements.

VII. Liability
a. If Boschung has to answer for damage due to statutory regulations according to these GTC that was caused through slight negligence, Boschung is liable in a limited fashion. In such a case the personal liability of the legal representatives, vicarious agents and employees of Boschung is also excluded.
b. The buyer can only declare slight negligence for contractual obligations - i.e. such obligations that enable the correct execution of the contract and on which the buyer relies on a regular basis and may rely. Liability here is limited to foreseeable typical damage. To the extent that such damage is covered by an insurance of the buyer, Boschung is only liable for potential disadvantages connected to this, e.g. higher insurance premiums or interest disadvantages until the claim is settled by the insurance company.
c. The buyer is obligated to immediately report damage and losses that contain a liability risk. Boschung is authorized to record the damage personally or via a third party upon request by Boschung.

VIII. Law and jurisdiction
Swiss law is applicable for all contracts entered into with Boschung. Place of fulfilment and exclusive place of jurisdiction is Payerne / Switzerland.