SFS intec AG

CH-9435 Heerbrugg

Rosenbergsaustrasse 10

Telephone +41 71 727 6262, Fax +41 71 727 5307, Internet: www.sfsintec.biz

General Conditions of Sale, of Contract for Work and of Delivery

SFS intec AG, CH-9435 Heerbrugg

1.       .General Application

These conditions of sale and delivery shall be applicable to SFS intec AG, CH-9435 Heerbrugg, hereinafter referred to as “SFS” or “Supplier”. These conditions shall be mutually binding between SFS as Seller and all Customers (hereinafter referred to also as “Buyer” or “Purchase”). Different conditions of sale shall only be applicable if and insofar as they have been expressly agreed to by us in writing.

2.       Prices

The valid price list shall be the one published on the last issue date of SFS. All prices shown are non-binding and quoted as net prices, not including VAT. Price changes due to, among others, different market situations, price increases or exchange rate differences remain reserved at any time without prior notice. SFS shall not be bound to prices quoted earlier in the case of follow up contracts. The validity of our quotations, were no specific time limit is expressly stated, shall be 14 days after their issue date with the reservation of the above provisions.

3.       Standards

All sizes, texts and illustrations given in our documentations are non-binding. Relevant details shall be the applicable DIN and ISO as well as SFS standards. Where a product is manufactured for a Customer specifically, the SFS technical drawing, if applicable, has priority. Customers shall inform us about legal provisions and administrative requirements with reference to delivery, the specifications or the use of the requested or ordered products. This duty of information refers particularly to:

*provisions concerning the quality and the use of the products to be delivered

*security provisions

*consumer safety regulations

*regulations and specifications concerning hazardous of forbidden substances

*import regulations

4.       Customer specific Products

The Customer among others shall be solely responsible for the correctness of all drawings, specifications, drafts, models or prototypes and references given to us. The responsibility of SFS in the case of Customer specific products is limited to the conformity with such drawings. With the acceptance of a ready for production prototype, the Customer equally accepts parts that are not in conformity with the original drawings. Furthermore, the Customer shall be responsible for the manufacture and delivery of the products concerning the violation of intellectual property rights of third parties.

In the case of Customer specific products we reserve the right to perform delivery within a quantity range of +/- 15%.

We reserve the right to terminate a delivery contract without any liability for damages if and insofar as the manufacturing of the products unforeseen difficulties that cannot be solved with reasonable efforts on our part.

5.       Accessories / Products put at our Disposal

Where the Customer puts accessories at our disposal for further manufacturing. We require an excess of 10% in quantity as compared to the ordered products.

The parts delivered to us will not be inspected by SFS. Additional costs caused by parts with minor quality or lacking precision shall be invoiced separately.

6.       Delivery Periods and Obligations

All delivery periods, although fixed after careful evaluation, remain unbinding. Claims based on late deliveries are explicitly excluded. The Customer is obliged to accept delivery even if it is made after the end of the delivery period.

Unforeseeable events, such as, but not limited to “Force Majeur” and other events uninfluenced by our or our Supplier’s activities shall terminate our obligation of delivery in part or in their entirety.

On call deliveries shall only be binding upon SFS insofar as they are agreed upon explicitly. In such cases, the Supplier is free to produce the entirety of the frame order at the responsibility of the Customer in those cases shall be liable for the whole production value even if a certain part of the order is not called. Delivery and invoicing shall take place within six month maximum after the first delivery time agreed upon. We reserve the right to deliver the products in instalments.

7.       Packaging

Packaging shall be invoiced to the Customer at cost and be no-returnable. EURO-palettes, boxes and re-usable containers are excluded and shall be exchanged or a credit note shall be given. Without specific instructions we chose the packaging that we deem most appropriate.

8.       Dispatch

Goods are delivered ex-work, in the case of deliveries to foreign Customers excluding duties and excise as well as taxes. Without specific instructions we chose the way of dispatch that we deem most appropriate. All risk shall pass to the Customer with the loading of the goods on the premises of the Supplier. The dispatch is made at the risk of the Customer. Costs for express dispatch are on the Customer.

Return deliveries are possible after explicit acceptance of SFS only.

9.       Conditions of Payment

Our invoices are payable net 30 days after the date of invoicing in the contractual currency. Without explicit agreement to the contrary, Swiss Francs shall be the contractual currency. If the Customer is in default with his payment or if circumstances are known that could deteriorate the financial situation of the Customer, our claims shall be immediately due and payable. In the case of default we request an interest for default in an amount that is commercially customary.

The Customer is not entitled to withhold payment or to set off the invoiced amount against possible other claims. We reserve the right to request payment in advance, through letters of credit or by bank guarantees. Where such requests are not met we are entitled to rescind the contract without an obligation to pay damages.

10.   Security Interest

The products sold to the Customer remain Sellers property until they are fully paid. If under the applicable law the registration of such security interest in an official register is necessary for the security interest to be valid, we are herewith entitled to register such interest. Goods that are not fully paid may not be built in, sold or pledged or otherwise encumbered with claims of third parties. The sale of such products within the ordinary commercial activities of the Customer remains reserved whereby in those cases the Customer assigns his claims to us under a purchase agreement or a contract for work.

11.   Production Tools / Development Activities

Production tools of all kind, production machines and results of development activities remain in the possession and the property of SFS even if the Customer has paid parts of the costs. If the Customer requests changes after placing the orders, the relevant costs are invoiced separately. Equally, the delivery times shall be agreed upon again.

If within the time period agreed upon, the number of products forecasted is not ordered we reserve the right to request additional payment for costs not covered for production instruments, machines and development activities. An obligation to store production instruments and machines in all cases shall be void automatically after the production is phased out, at the latest three years after the last order placed with SFS.

12.   Complaints

We deliver in accordance with the technical delivery conditions as set forth in DIN 267 and in ISO 898 respectively. The Customer shall inspect the goods immediately upon delivery and any complaints shall be raised in writing within two working weeks after delivery. In the case of defects which could not be noticed on acceptance and due examination the time period for a written claim is two weeks after detection. The definite end of the period within which claims and complaints for defects can be brought shall elapse six months after delivery.

In the case of justified complaints or incorrect deliveries the addressee shall indicate a reasonable time period within which delivery according to contract shall be performed. We reserve the right, however, to issue a credit note in the amount of the invoice instead of a replacement delivery if the goods have not been re-used. The Customer is not entitled to additional damages or the rescission of the contract. The goods under complaint shall be stored correctly in any event until SFS has accepted the return of the products. Possible consequential costs due to an unauthorized return shall be for the Customer entirely. Due to a written complaint we are entitled to investigate the alleged defect with the help of an expert of our choice. The liability for any consequential damages whatsoever shall be reduced entirely or to the maximum extent acceptable by law. This reduction of liability shall be applicable to indirect and direct damages as well as to lost income. Work on parts that is carried through without our explicit agreement or incorrect treatment or storage of such parts leads to the loss of all claims for damages against the Supplier.

13.   Product Liability

Claims for product liability are excluded entirely or limited to the maximum extent possible if and insofar as this is acceptable under the applicable law.

14.   Other Cancellation

The cancellation of orders is only possible with our written agreement. Complaints against a delivery under no circumstances whatsoever give the right to cancel the order or to request replacement or other deliveries of an order. In the case of order cancellations the Customer is obliged to pay the costs for, among others, raw material, production instruments of all kinds, production machines and other development costs for unfinished or partly finished products. If an order cancellation is made without our explicit agreement, the Customer is liable for lost income as well.

We are entitled to rescind a delivery obligation if the financial situation of a Customer is considerably worse or different from what we were made to believe at the time of the acceptance of an order.

15.   Copyright

Printing and copying and all other kinds of reproduction, in full or in part, of, but not limited to brochures, SFS specifications etc. are only possible with the explicit written agreement of SFS intec AG, CH-9435 Heerbrugg.

16.   Confidentiality

All drawings, drafts explications and models of SFS are strictly confidential and secret information that must not be made accessible to third parties.

17.   Prevailing Language Version

If between the German and other versions of these General Conditions a material difference should occur, the German wording shall prevail.

18.   Place of Performance

The place of performance for deliveries is the relevant place of dispatch. The place of performance for payments is CH-9435 Heerbrugg.

19.   Jurist diction

All disputes in connection with this contract shall be judged by the courts of CH-9434 Au/SG. Our contractual partner explicitly renounces to be judged at the place of its registered offices or his domicile.

20.   Applicable Law

To the relationship between the parties, Swiss law and particularly the Swiss Code of Obligations shall be applied exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (Vienna Convention) is expressly excluded.