General Terms and Conditions for Deliveries and Services of Durovis AG 6035 Perlen (GTC)

1. Definition

The GTC shall apply to deliveries and contractual services of Durovis AG, unless otherwise agreed upon in writing. They become an integral part of the contract with each order confirmation of the orderer. Notifications via letter / e-mail satisfy the requirement of writing for the purpose of these GTC. The orderer is responsible for furnishing proof of the notification delivery.

2. Offer and conclusion of contract

2.1 Orders and declarations of acceptance by the orderer shall be deemed to be an offer to conclude.

2.2 Contracts under these GTC are concluded by written confirmation of the order by Durovis AG. Changes must be reported in writing within two working days of receipt. Technical data, illustrations, drawings, weights, and dimensions are not binding unless confirmed in writing by Durovis AG. We reserve the right to make design changes.

2.3 The service is based on the documents provided by the orderer or its third party. The orderer shall be responsible for completeness.

3. Prices and payment

3.1 All prices of Durovis AG are EXW INCOTERMS® 2020 plus the legal value added tax applicable at the time of invoicing. All ancillary costs like costs for freight, insurance, export, transit, import and other permits as well as certifications shall be borne by the orderer. The orderer shall likewise assume all types of taxes, dues, fees, and customs duties.

3.2 Reasonable price increases may be made if the material and labour costs on which the calculation is based have changed significantly since Durovis AG's written order confirmation.

3.3 Durovis AG shall be entitled to make partial deliveries.

3.4 Unless otherwise agreed, invoices of Durovis AG are to be paid without deductions within 30 days of the invoice date.

3.5 Complaints must be asserted within five working days; otherwise, they are deemed to have been approved.

3.6 Offsetting against due counter-claims is not permissible.

3.7 The due date is an expiry date in case invoices are not paid on time. From the due date, interest on arrears of 5 % per year, incl. reminder fees, collection fee costs, etc., must be paid.

3.8 Durovis AG is entitled to withdraw from the contract and to surrender the delivery. If Durovis AG has verifiably delivered partially defective products, the orderer shall nevertheless be obliged to pay for the defect-free part of the delivery, unless the partial delivery is of no use to the orderer.

4. Retention of title

The delivery remains the property of Durovis AG until the purchasing price and all costs in connection with the delivery have been paid in full. Durovis AG is authorised to have the retention of title registered at the competent place and authority at any time with the cooperation of the orderer. The orderer is obliged to insure the delivered items appropriately.

5. Delivery, shipping, and transfer of risk

5.1 The agreed delivery period starts with the written confirmation by Durovis AG at the earliest. The transfer of benefit and risk to the orderer takes place with the handover to the first transport company.

5.2 Unless otherwise agreed, delivery shall be “ex works” (EXW INCOTERMS® 2020).

5.3 Production-related excess quantities or shortages are permissible within a tolerance of 10 % of the total order quantity. The agreed total price shall change in accordance with its scope.

6. Tools, manufacturing equipment

6.1 Manufacturing costs for tools and other manufacturing equipment (moulds, templates, etc.) shall be invoiced separately from the product to be delivered. Unless otherwise agreed, they shall be paid at the latest when the first sample is sent or, if such sample is not requested, when the first product is delivered.

6.2 Tool renewals and changes shall be at the expense of the orderer.

6.3 Should the orderer suspend or terminate cooperation during the manufacturing period of tools or manufacturing equipment, all incurred manufacturing costs shall be borne by the orderer.

6.4 The tools or equipment manufactured or procured by Durovis AG remain the property of Durovis AG.

6.5 Durovis AG is obligated to store the tools or manufacturing equipment for the orderer for a period of three years after the last delivery. If the orderer notifies Durovis AG that orders will be placed within a period of up to one further year before the deadline expires, Durovis AG shall be obligated to store the tools for this period; otherwise Durovis AG may freely dispose of the tools or manufacturing equipment.

7. Warranty for deliveries

7.1 Durovis AG warrants to the orderer that the delivery will be free from defects in quality and title at the time of shipment. The period is 24 months. Any further warranty is precluded. The orderer shall inspect the delivery without undue delay upon arrival at the agreed destination and submit a written complaint within five working days. If deliveries are processed further without inspection, they shall be deemed to have been approved.

7.2 After asserting defects/faults, Durovis AG may choose whether to inspect the delivered parts on site or whether to request that they be returned for the purpose of examining the warranty claim. In the event of a warranty claim, the orderer shall be entitled to rectification or replacement free of charge. There is no right to withdraw from the contract or to a reduction of the purchase price. In the event that there is no warranty case, the orderer shall bear all costs. The original period still applies to the delivery items replaced or repaired by Durovis AG.

7.3 The system responsibility lies with the orderer.

8. Warranty for services

The orderer shall inspect the service without undue delay after it has been provided and notify us of any complaints immediately in writing within two working days. Failure to do so shall be deemed acceptance of the service. The supplier shall be liable only for the careful execution of the service and shall in no case assume any responsibility for the result.

9. Liability and disclaimer

9.1 Liability shall be governed by the applicable legal requirements (e.g. liability claims). Under no circumstances shall Durovis AG be liable for slight negligence, indirect and consequential damages as well as loss of profit, unrealised savings, damages from delayed delivery or service.

9.2 Durovis AG shall not be liable for damage caused by any of the following:

- Faulty transport

- Unlawful use of the delivery outside of the purpose

- Neglected maintenance

- Not taking local conditions into account

- Force majeure such as natural events, strikes, terrorism or official decrees.

10. Data protection

Durovis AG complies with the applicable data protection legislation. The orderer agrees to the automatic transfer, use, storage, and evaluation of personal data within the scope of the contractually agreed purpose. If required for data protection reasons, the orderer will sign an appropriate declaration of consent at the request of Durovis AG so that organisational and technical protective measures can be taken within the framework of the applicable data protection acts. Transferred personal data shall be used exclusively for the fulfilment of contractual obligations and in anonymised form for evaluations and quality assurance measures.

11. Intellectual property law, document protection rights

11.1 Durovis AG or its licensor, if any, shall remain the owner of all rights to all supplies and services, descriptions, brochures, plans, documents, and data mediums, including patent, copyright, or other intellectual property rights. The orderer acknowledges said rights of Durovis AG or its licensors.

11.2 Durovis AG confirms that, to the best of the supplier's knowledge, descriptions of deliveries and services, brochures, plans, documents, and data mediums provided to the orderer do not infringe any third-party rights. However, Durovis AG does not guarantee that the descriptions of deliveries and services, brochures, plans, documents, and data mediums provided to the orderer do not infringe the rights of third parties.

12. Partial invalidity

Should individual provisions of these GTC be deemed invalid or partially invalid by a competent arbitration court, ordinary court or competent authority, this shall not affect the validity of the remaining provisions and these GTC as a whole. The parties shall endeavour to replace the invalid provision with a valid provision which comes closest to the invalid provision in terms of its legal content and economic purpose.

13. Order changes, withdrawal, termination

13.1 Contracts concluded for an indefinite period may be terminated by either party with three month notice.

13.2 In the event of important reasons, the contractual relationship may be terminated by Durovis AG at any time.

13.3 In the event of a change to a current order by the orderer, Durovis AG may invoice already manufactured parts or raw materials and semi-finished products that can no longer be used for the changed order.

13.4 In the event of cancellation of the contract, the orderer shall bear the actual costs incurred by the supplier.

14. Jurisdiction and applicable law

14.1 The exclusive place of jurisdiction for all disputes arising from a contract between Durovis AG and the orderer shall be the registered office of Durovis AG. Durovis AG shall also be entitled to sue the orderer at the latter's registered office.

14.2 These GTC and the associated contract are governed by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws of the federal law on international private law.