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Rachel Lazar

Robo Wire GmbH, Nebengrabenstrasse 18, 9430 St. Margrethen

 

General Terms and Conditions, as of 06/2023

**§ 1 General - Scope of Application**

Exclusively the delivery conditions of Robo Wire GmbH in St. Margrethen (referred to as the "Supplier" hereafter) apply. These also apply to all future deliveries and services. Changes to the delivery conditions become effective as soon as the purchaser becomes aware of them. The purchaser's terms and conditions do not apply. All agreements made between the supplier and the purchaser for the purpose of executing the contract require written form from both parties. This applies in particular to individual agreements that deviate from the delivery conditions. Deviations apply only to the individual delivery transaction. The basis for the obligations and deliveries of the supplier are, in the following order: order confirmation with the general terms and conditions, purchase contract. These documents take precedence over others, such as brochures, price lists, quotations, etc.

 

**§ 2 Offer - Offer Documents - Technical Changes**

The supplier's offer is non-binding, unless the offer and order confirmation state otherwise. The object of the contract is exclusively the sold system with the characteristics and features, as well as the intended use according to the enclosed order confirmation and the underlying prospectus description of the supplier. The supplier retains ownership and copyright to illustrations, drawings, calculations, and other documents. These may not be made accessible to third parties. The supplier reserves the right to make technical changes if they serve technological progress or improved utilization and operational safety of the system.

 

**§ 3 Prices - Payment Terms**

Prices are "ex works." Packaging is not included. All additional costs, such as actual costs for freight, insurance, etc., are borne by the purchaser. The costs for electrical connections and installations as well as for additional apparatuses are not included in the prices. Government taxes and fees, as well as necessary registration costs, are borne by the purchaser. Payments must be made in cash without any deductions, free of charge to the supplier's payment office, namely 50% with written order within 10 days, another 40% upon acceptance at the premises of Robo Wire GmbH, and the remaining 10% within 15 days after commissioning. Acceptance of bills of exchange and checks is only for payment purposes, the costs of discounting and collection are borne by the purchaser. If payments are deferred or made later than agreed, a interest will be charged to traders in the amount of the usual bank discount rate at the place of payment - in any case (even for non-traders) at least the statutory default interest of 5% - without the need for a separate reminder. Objections and defenses do not entitle the purchaser to withhold due payments. The assertion of further damages by the supplier remains reserved. Offsetting with counterclaims is excluded, these are considered disputed by the supplier until they are recognized or legally established. The supplier reserves the right to change its prices reasonably if cost reductions or increases occur after the conclusion of the contract. These will be demonstrated to the purchaser upon request. This reservation also includes adjusting the gross price in the event of changes in the value added tax rate.

 

**§ 4 Delivery Time**

The delivery periods are not absolutely binding, but the supplier undertakes to adhere to them as closely as possible. Material shortages, operational disruptions of the delivery plants, delivery and transportation hindrances of all kinds, acts of God causing delays in delivery, constitute a correspondingly longer delivery period, and neither give the purchaser the right to withdraw from the contract (without regard to the cause) nor the right to compensation. The delivery time begins with the dispatch of the order confirmation, but not before all necessary technical and commercial questions have been clarified. Compliance with the delivery time presupposes that the purchaser fulfills his partial payment and other cooperation obligations in a timely and proper manner. If he fulfills these too late, the delivery date is postponed appropriately, but at least by the duration of the delay. The delivery period is reasonably extended in the event of unforeseen events, insofar as these demonstrably affect the completion or delivery of the delivery item. This also includes temporarily hindrances to performance that are not the responsibility of the supplier by subcontractors or suppliers. The aforementioned circumstances are not attributable to the supplier even if they occur during an existing delay. Partial deliveries are permitted. In the event of delivery delays, the supplier must be given a reasonable grace period in writing by the purchaser in all cases. In the event of delivery delays that are based on a willful or grossly negligent breach of contract by the supplier, liability is determined by the statutory provisions. If the delivery delay is not due to a willful breach of contract by the supplier, he is exempt from any liability. If the purchaser does not accept the delivery at the contractually agreed time, he must nevertheless make the payments dependent on delivery dates, as if the delivery had taken place. If, despite written reminders, the purchaser does not accept the delivery within a reasonable period, the supplier - after securing a minimum storage fee of 3 months - is obliged to store the delivery item at the purchaser's expense and risk. In the event of default on the part of the purchaser after written reminder, the supplier is entitled to withdraw from the contract and demand damages.

 

**§ 5 Transfer of Risk**

The risk passes to the purchaser in the factory from the date of readiness for dispatch of the delivery and partial delivery. Deviations due to written agreements remain reserved. At the purchaser's request, the supplier concludes standard transport insurance at the purchaser's expense, with further insurance being the responsibility of the purchaser.

 

**§ 6 Warranty for Defects - Liability**

The warranty rights of the purchaser presuppose that the purchaser has properly and immediately fulfilled his obligation to examine and give notice of defects as required by Art. 201 of the Swiss Code of Obligations. If the delivery is defective, the supplier is initially obligated, at his option, to remedy the defect or deliver a defect-free item. If the defect remedy or replacement delivery fails, the purchaser is entitled to either rescission or reduction at his option. For significant third-party products and material defects, the supplier's liability is limited to the assignment of claims for damages to which he is entitled against the supplier of the third-party products. In the event of rescission, the supplier is entitled to demand reasonable compensation from the purchaser for the benefit derived from the contract object until the rescission. The compensation for use is calculated on the basis of a total period of use of 5 years (equivalent to 10,000 operating hours in normal operation) of the contract object, with a deduction of an appropriate reduction corresponding to the extent to which use was restricted. Liability for consequences resulting from improper alterations or repairs carried out by the purchaser or third parties without the supplier's prior approval, procurement of replacement parts or accessories from third parties, or improper maintenance, is excluded. No liability is assumed for damages due to natural wear and tear. The supplier must be given the necessary time and opportunity to carry out all rectifications and replacement deliveries that are reasonably necessary at the supplier's discretion. The supplier bears the expenses necessary for rectification. This does not apply to increased expenses that arise from the involvement of third parties by the purchaser or by moving the delivered item to a location other than the purchaser's registered office or business premises after delivery. For small devices and individual components of

 the delivered item, the supplier reserves the right to request the purchaser to return them to the factory at the purchaser's expense for rectification. If the complaint of the purchaser turns out to be unfounded, the purchaser bears the costs for the intervention. Unless otherwise stated below, further claims of the purchaser - regardless of their legal basis - are excluded. The supplier is not liable for damages that did not arise from the delivery item itself, in particular, he is not liable for indirect damages or consequential damages, in particular, loss of profit or other financial losses of the purchaser or third parties. The foregoing limitation of liability is made to the extent permitted by law. The purchaser's claims for damages are in all cases limited to the purchase price of the delivered item. The warranty period is 12 months, calculated from the transfer of risk. It applies to a daily operating time of 8 hours per day, with 250 working days per year. Operating hours are defined as the hours of operation of the central operating hour counter in the software or control cabinet, which runs as soon as the main switch of the machine is turned on. If this is exceeded, the warranty period is proportionally reduced to the extent of the excess, but at most by 6 months. The warranty period is a limitation period and also applies to claims for compensation for consequential damages due to defects, unless claims arising from tort are asserted. Prerequisite for warranty is proper maintenance and its detailed documentation according to the supplied maintenance manual and the maintenance intervals provided there. Insofar as complaints are due to replacement parts or accessories not sourced from the supplier or due to the non-compliance with the technical and technological usage regulations or maintenance recommendations of the supplier, warranty is excluded.

*Supplement regarding Software:*

In accordance with the conditions of upstream suppliers of control software, there are no warranty claims for software products with only minor deviations from the agreed characteristics, as well as for non-reproducible software errors. Similarly, there is no obligation to rectify defects if the defect can be avoided by reasonable, appropriate input routines. If the problematic software components are those for which the supplier does not have the source code (external control software from third parties), the supplier is only obligated to rectify defects to the extent that he is in possession of a corrected version and can obtain such version with reasonable effort and software implementation is possible with reasonable effort. If a hardware upgrade is required to make newer software versions operational, the purchaser as the user of the system will be charged for the hardware cost share.

 

**§ 7 Indemnification of the Supplier**

The purchaser indemnifies the supplier from all third-party claims raised against the supplier based on producer liability (product liability) or similar legal grounds, to the full extent if and to the extent that deliveries and services of the purchaser are causally or contributively responsible for such third-party claims.

 

**§ 8 Supplier's Right to Withdraw**

If the financial condition of the purchaser deteriorates after the conclusion of the contract or if the supplier subsequently becomes aware of a financial deterioration of the purchaser that already existed at the time of contract conclusion, without any fault on the part of the supplier, the supplier is entitled, taking into account the expenses already incurred by him, to withdraw from the contract or to demand security for the counterperformance. A financial deterioration of the purchaser is to be assumed in particular if the purchaser becomes insolvent (e.g. due to lack of liquidity) or overindebted.

 

**§ 9 Withdrawal and Termination by the Purchaser / Cancellation Fee**

If the purchaser declares the withdrawal or termination of the contract without justification, he is liable for damages for all services rendered up to that point. In all cases, the supplier is entitled to demand a flat processing fee of up to 20% of the order value or compensation for the actual expenses incurred, without further evidence of damages.

 

**§ 10 Reservation of Ownership**

The purchaser expressly agrees that the supplier is the owner of the purchased object until full payment of the delivery item, including all claims already existing at the time of conclusion of this contract, including all claims from subsequent orders, reorders, and spare part orders.

The supplier is authorized to have the reservation of ownership entered in the relevant reservation of ownership register without the cooperation of the purchaser at any time. Until all claims have been paid in full, the purchaser may not dispose of the delivery item, in particular, he may neither sell it nor rent it out or pledge it. The purchaser is obliged to regularly and properly maintain the delivery item at his own expense through maintenance and inspection work. The supplier is entitled to insure the delivery item at the purchaser's expense against fire, water, theft, elemental damage, and machinery breakdown, as well as other damage, to the extent necessary for the new value, provided that the purchaser has not concluded the insurance contract in accordance with the contract and can provide evidence of such. In the event of contractual misconduct, in particular in the event of default in payment, the supplier is entitled to take back the delivery item. The taking back or attachment of the delivery item by the supplier does not constitute withdrawal from the contract unless otherwise agreed. In the event of a change of domicile, the purchaser is obliged to inform the supplier immediately. In the event of attachments or other interventions by third parties, the purchaser must inform the supplier immediately in writing, so that the supplier can file a lawsuit. To the extent that the third party is not able to reimburse the supplier for the judicial and extrajudicial costs of a lawsuit, the purchaser is liable for the loss incurred by the supplier.

 

**§ 11 Export of "Dual-Use" Goods**

Robo Wire machines can be considered "dual-use" goods and may therefore be subject to authorization requirements by the competent authorities when exported to other countries and outside the EU under certain circumstances. The supplier expressly informs all purchasers and future users of the purchased machines that the resale of the machine in third countries outside Switzerland and the EU must be checked and the exporter of the machine is responsible for compliance with the legal regulations of Switzerland and the EU. When the machine is sold, it becomes the property of the buyer with all the

 rights and obligations of these contractual bases between the supplier and the purchaser, which is why the purchaser must draw the buyer's attention to this regulation in particular.

 

**§ 12 Assignment**

The purchaser can only assign his rights from this contract and the General Terms and Conditions with the written consent of the supplier.

 

**§ 13 Completeness, Written Form, Partial Invalidity**

The contract and these General Terms and Conditions contain all agreements between the contracting parties. Collateral agreements do not exist. Amendments or additions to these contractual bases require the written form of both parties. This also applies to a waiver of the written form requirement. The temporary waiver of enforcement of a right by the purchaser does not imply a general waiver of the same. Should individual provisions of these contractual bases be or become invalid, the validity of the remaining provisions shall not be affected. A substitute regulation shall replace the ineffective provision, which comes as close as possible to the intended purpose of the ineffective provision.

 

**§ 14 Applicable Law**

For the legal relationship between the supplier and the purchaser, exclusively Swiss law shall apply, taking into account the General Terms and Conditions, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention / CISG; SR 0.221.211.1). For the scope and extent of the reservation of ownership, the law of the country of destination applies.

 

**§ 15 Jurisdiction**

The exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship underlying these GTC is the respective registered office of the seller. The seller is, however, in any case entitled to take legal action against the buyer or customer at their place of residence or business.

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