1. Generalities, scope of application

1. These standard terms and conditions of sale and delivery (GTS) are an integral part of every contract concluded between Gjosa Ltd and its customers. They are enclosed to any offer and are deemed to be known and unconditionally accepted when an order is placed, a contract is signed and the products are delivered. These GTS supersede any other standard terms. Any supplementary agreements, warranties or specific terms applicable to certain product shall be agreed in writing and executed by two representatives of Gjosa Ltd having signing authority.

These GTS of Gjosa Ltd, having its registered office at Haute Route 78, 2502 Biel (“Gjosa”) apply, unless otherwise expressly agreed in writing, to any sales and deliveries agreed between Gjosa and purchasers (“Purchaser”).

2. SWISS DATA PROTECTION ACT AND GDPR. Gjosa takes data protection very seriously and complies with the Swiss Data Protection Act (nLPD). Adjustments have been made to also comply with GDPR and thus to comply with both regulations. If you have any questions regarding data protection, you can contact our Data Protection Advisor (DPA/DPO) at privacy@gjosa.com.

3. These GTS apply to future business relationships, even without any explicit reference to the GTS, for each further contract or order. Any standard terms and conditions of sale or purchase that differ from these GTS are not binding, even if Gjosa has not expressly objected to them.

4. Gjosa reserves the right to amend these GTS at any time. The applicable GTS will be available on the Gjosa website.

1. Offer, Conclusion of Contract

1. All offers made, in particular on Gjosa website, in catalogues/prospectuses or at exhibitions, are non-binding and without any obligation, unless provided otherwise. Gjosa may change the product range at any time, without any prior notice. Gjosa does not undertake to keep in stock the products presented in particular on its website, in catalogues/prospectuses, or at exhibitions.

2. The contract is deemed to be concluded when Gjosa confirms Purchaser’s order in writing, by mail, fax or e-mail.

III. Delivery, Shipping and Transfer of risks

1. The order confirmation contains the conditions of the delivery. The documents and technical data provided by Gjosa during contract negotiations are part of the contract to the extent that the order confirmation refers to them. Gjosa reserves the rights to make any subsequent technical changes or improvements as well as design changes after the order confirmation.

2. Unless otherwise agreed, delivery is “ex works”. The risks will pass to Purchaser at the latest when the product sold is made available by Gjosa at the production site or at the place of dispatch. If the delivery is delayed due to Purchaser’s fault or circumstances not attributable to Gjosa, the risks will pass to Purchaser upon notification that the products are ready for shipping or collection.

3. Purchaser shall bear any shipping costs.

4. If commercial terms are specified, the International Commercial Terms (Incoterms) shall apply in their valid version at the time of the conclusion of the contract.

1. Delivery time and force majeure

1. Delivery times are binding only if agreed in writing within the meaning of Section II and begin at the earliest after the receipt of all necessary documents to determine the contents of the purchased products and of the advance payment. A delivery time is deemed to be observed if the products are made available to Purchaser for shipping or collection within the agreed time period.

2. Delivery times are suspended and/or appropriately extended if some circumstances beyond Gjosa’s control arise or significantly affect the manufacturing or delivery process of the products, and for the duration of such circumstances, in particular:

• if Gjosa does not obtain the technical and commercial documents necessary for the manufacturing and/or delivery within the agreed time period, or these documents are subsequently amended by Purchaser with the agreement of Gjosa;

• in the event of unforeseeable circumstances not attributable to Gjosa or any subcontractor (such as war, riot, civil unrest, strike, terrorist activity, natural or nuclear disaster, epidemic or pandemic, fire, severe weather conditions or any other circumstances of force majeure), which prevent Gjosa or the subcontractor from performing its obligations in whole or in part, either permanently or for an indefinite period of time (not attributable operational incidents);

• if Purchaser does not perform its contractual obligations within the agreed time period.

3. If delivery time is suspended and/or extended due to the above-mentioned circumstances, Gjosa shall not be held liable, even during the suspension or extension. Gjosa shall inform Purchaser of the above-mentioned circumstances as soon as possible.

4. If the above-mentioned circumstances prevent irrevocably Gjosa from performing its contractual obligations, Gjosa is released from any of these obligations towards Purchaser. Gjosa shall inform Purchaser as soon as possible. In these circumstances, Gjosa will not refund any amounts already paid by Purchaser, nor compensate Purchaser for any damages suffered, to the extent of its enrichment and subject to the mandatory provisions of the law. Purchaser shall pay to Gjosa any amounts still outstanding, within the same limits.

5. Gjosa is entitled to make partial deliveries and to issue partial invoices before the agreed delivery time has expired.

6. If shipping or delivery of the products is delayed at Purchaser’s request or due to circumstances which are in Purchaser’s sphere of liability and risks, Purchaser shall repay Gjosa any costs incurred for storage and pay default interests. In the event of storage by Gjosa, such default interests amount to a minimum monthly rate of 0.5% applicable to the amount of the invoice and start to accrue one month after the notification that the products are ready for shipping or collection. In any case, after having provided an appropriate deadline for Purchaser to comply, which was unsuccessful, Gjosa is entitled to dispose of the purchased products and to provide Purchaser with a replacement delivery within an appropriate extended period of time.

7. If shipping or delivery of the products is delayed due to circumstances which are in Gjosa’s sphere of liability and risks, Purchaser grants Gjosa a grace period of 20 days to make the products available prior to any cancellation of the order. This grace period starts upon receipt by Gjosa of a notice of default, at the earliest on the day following the agreed delivery date. If the products are not available within the grace period, Purchaser is entitled to terminate the contract. Any products already delivered shall be paid for by the Purchaser. Any advance payment corresponding to undelivered products shall be refunded to Purchaser. Purchaser has not right against Gjosa to claim any other compensation related to delay or termination of the contract, in particular any loss suffered or lost profit.

1. Rates

1. The applicable rates are those valid on the date of the order and are “ex works”/”place of dispatch”. Unless otherwise agreed, prices are in Swiss Francs (CHF) and do not include shipping, insurance and, if applicable, installation and training costs or statutory value added tax (VAT) at the applicable rate.

2. Only in B2B relationships: for orders of less than CHF 50, Gjosa will charge a minimum quantity surcharge of CHF 10. If quantities purchased are below the packaging specified in the order, a surcharge of 10% of the net value of the products will be charged.

3. If an event beyond the control of Gjosa and/or Purchaser, which was not reasonably foreseeable when the contract was concluded, occurs and substantially alters the economic balance of the contract, rendering the execution of the contract difficult or excessively costly for Gjosa (such as a change in the price of raw materials, in the exchange rate, in mandatory legal provisions or quality or safety standards), Gjosa may notify to Purchaser the contemplated adjustment of the agreed prices, indicating the reasons of such adjustment. Gjosa and Purchaser undertake to negotiate in good faith the adjustment of the agreed prices in an equitable manner, one of the parties shall not be excessively disadvantaged by such adjustment. If the parties do not reach any agreement, Gjosa may terminate the contract and repay Purchaser any amounts already paid. Purchaser cannot claim any compensation for damages suffered in this context.

1. Payment and default

1. Any payments to Gjosa shall be made within 30 days of the receipt of an invoice, without discount or other deduction. Gjosa reserves the right to refuse any payment by cheque. Cheques are accepted for payment and are considered as an effective means of payment only if the collection procedure is successfully completed. Gjosa shall not bear any costs relating to a payment. In case of a payment by cheque, Purchaser shall bear all the costs of discounting, payment collection or any other bank charges, even without express agreement. Payments are charged first to costs, secondly to interests and finally to any outstanding principal.

Gjosa reserves the right to request any advance payment, amount of which is specified in writing in the order confirmation within the meaning of Section II.

2. In case of late payment, interests on outstanding amounts will be charged at an annual rate of 5%.

3. Purchaser cannot offset an amount due to Gjosa against a claim it may have, unless expressly agreed in writing by Gjosa.

4. If, after the conclusion of the contract or delivery of the products, Purchaser is not or is no longer solvent, in particular if enforcement measures have been initiated against Purchaser or any another deterioration in its financial situation occurs, Gjosa may immediately enforce any claims not yet due or for which a cheque has been issued. In such cases, and if outstanding invoices are not paid despite reminders, Gjosa may request an advance payment or collateral for any future orders and require that any delivery will be made against payment only. If Purchaser does not comply with this requirement, Gjosa may terminate the contract or require immediate payment of any products delivered. In such case, Purchaser shall repay Gjosa for any costs incurred to this point, including loss of profit.

5. Any other liability of Gjosa or claims of the Purchaser are excluded. In particular, Gjosa shall not be held liable for any direct or indirect, immediate or consequential damages resulting from the use, failure to act or inadequate performance of the products supplied by Gjosa. In case of termination of the contract by Purchaser for a cause attributable to Gjosa, Purchaser is exclusively entitled to the repayment of the paid price; any other claims arising from loss or lost profit are excluded.

VII. Retention of Title and Purchaser’s Default

1. Gjosa reserves the ownership of the purchased and delivered products until the purchase price has been fully paid. Gjosa is entitled to request the registration of the retention of title in the relevant public register.

2. If Purchaser is in default of payment, Gjosa reserves the right to terminate the contract and require the return of any delivered products, as well as claim compensation for any Purchaser’s breach of contractual obligations.

VIII. Warranty

1. Gjosa does not give any warranty unless it has been expressly provided in the order confirmation. Any warranty is excluded, to the extent that it is permitted by law. If Gjosa has undertaken to give a warranty, in exceptional circumstances, the provisions of paragraphs 2 and 3 below apply.

2. Purchaser’s rights due to potential defects of the products imply that Purchaser inspects the products without delay, at the latest within 8 days after delivery or discovery of the defect and notifies Gjosa of any potential defects immediately in writing. The limitation period for claims arising from the warranty of defects is two years from delivery.

3. If the purchased products are defective, Purchaser has the following rights:

• Request a deferred delivery, which consists in repairing the products or delivering free of defects products, at Gjosa’s discretion.

• If a deferred delivery does not take place, the contract may be terminated, or the purchase price may be reduced. A contract termination is excluded for a minor defect.

Purchaser, with Gjosa’s agreement, grants Gjosa a reasonable time to carry out the repair or replacement delivery. If Purchaser refuses to grant such time, Gjosa shall not be held liable for any of the consequences. Any additional costs for Gjosa incurred by urgent intervention of a technician or performance of work outside regular working hours, due to operational reasons attributable to Purchaser, shall be borne by Purchaser (e.g. overtime surcharges, longer travels).

A specific warranty is given on replacement parts and subsequent performances under the same terms as those given for the initial purchased products; however, it is limited in time and does not go beyond the warranty period applicable to the initial purchased products.

4. Purchaser is liable for any damages arising from regular wear and tear, unsuitable or improper application, defective assembly or operating by Purchaser or third parties, defective or negligent handling, excessive load, unsuitable means of production or chemical, electrochemical or electrical influences, to the extent that they are not attributable to Gjosa.

5. Any other liability is excluded, to the extent permitted by law. In particular, there is no liability for direct or indirect, immediate or consequential damages resulting from the use, failure to act or inadequate performance of the products supplied by Gjosa.

6. Intellectual property rights, including copyrights, held by Gjosa on information, documents, procedures, data, samples, objects, know-how, software, etc. made available to Purchaser under the contract remain the property of Gjosa and may not be transferred or used by Purchaser without the express permission of Gjosa.

1. Termination of the contract

1. In case of contract termination, Purchaser shall, without prejudice to the following provisions, return any delivered products to Gjosa. Gjosa may take any delivered products away from Purchaser’s premises.

2. In addition, Gjosa may request appropriate compensation to Purchaser for any damage, loss or any other impossibility to return the products which is in Purchaser’s sphere of liability and risks. If applicable, such compensation may be deducted in whole or in part from the price paid by Purchaser to Gjosa.

3. In addition, Gjosa may request compensation for the use or consumption of the delivered products if their value has decreased between the end of installation at Purchaser’s premises and the complete return to Gjosa. The decrease of value is calculated taking the difference between the total purchase price according to the order and the actual value of the returned products, which corresponds to the resale price or, if resale is not possible, to the valuation made by a sworn expert.

1. Return of products

1. Products delivered by Gjosa may not be returned, except with the prior written agreement of Gjosa.

2. If Gjosa agrees to the return, Purchaser shall pay Gjosa a contractual flat-rate compensation of 25% of the total price of the returned products, plus VAT as return costs. The risk remains with Purchaser until delivery to Gjosa’s premises and the shipping costs are borne by Purchaser. Gjosa reserves the right to charge Purchaser with the additional compensation mentioned in paragraphs 2 and 3 of Section IX.

1. Assignment

The assignment of Purchaser’s rights and/or transfer of Purchaser’s obligations arising from this contractual relationship is not permitted, except with the written agreement of Gjosa.

XII. Export Control

If Purchaser is willing to export the purchased products abroad, Purchaser is the sole responsible for complying with the relevant legal provisions and Gjosa shall not be held liable for any damages suffered by Purchaser in this context.

XIII. Partial nullity

If one or more provisions of these GTS are invalidated in whole or in part, the validity of the remaining provisions is unaffected.

XIV. Place of jurisdiction and applicable law

The contractual relationship shall be governed by and construed in accordance with the substantive laws of Switzerland excluding the United Nations Convention on International Sale of Goods Contracts, concluded in Vienna on 11 April 1980. Subject to the mandatory places of jurisdiction provided by Swiss Federal law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contractual relationship shall be Biel, Switzerland.