VANORA AG in CH-6203 Sempach Station (hereinafter referred to as „VANORA”) /

General Terms and Conditions of Delivery and Sale („GTC”)

1. Applicability
The present „GTC” shall apply to all deliveries, goods and services provided
by „VANORA” to the „customer” provided that other terms and conditions
have not been expressly agreed upon in writing as legally binding. Any general
purchasing terms and conditions of the „customer” shall be nullified in full
by the present „GTC”, even if „VANORA” has not expressly contradicted
such terms and conditions. Upon placing an order, the „customer” hereby
acknowledges the present „GTC” as solely and legally binding.

2. Quotation/order confirmation
Quotations by „VANORA” shall always be subject to confirmation and are nonbinding.
In order to be legally valid, orders must always be confirmed in writing
by „VANORA”. The invoice shall also be deemed confirmation of the order.

3. Release orders issued against contracts
Release orders issued against contracts are used for mutual definition of
volumes (overall quantity and batch size for the release volume) and shall be
valid for a maximum of 12 months. Warehousing shall only be provided by
„VANORA” where this has been agreed upon in writing.

4. Prices
Providing no other prices have been expressly agreed upon in writing, each
delivery shall be based on „VANORA’s” current price list applicable at the time
of delivery. The prices shall be strictly net ex works (place of performance)
in accordance with Incoterms 2010 (International Commercial Terms) plus
packing, taxes (VAT), customs duties, charges and fees at the respective legal
amounts. Where post paid delivery has been agreed upon, transport shall be
at „VANORA’s” discretion. Insurance costs and additional freight costs for
urgent, express, postal or special deliveries shall be borne by the recipient.
No return or disposal costs for transport packaging, outer packaging and sales
packaging shall be included in the agreed upon prices. These costs shall be
borne by the „customer”.
Even in the case of prices agreed upon in writing, the right to increase them
shall remain reserved in the event of material and/or production costs rising
significantly or monetary parities changing significantly in the period between
the quotation and delivery. This shall also apply to prices agreed upon in
release orders issued against contracts.

5. Payment terms and conditions
Payments must be made in the agreed upon currency without any deduction,
on time, post paid and free from expenses, and only to the receiving office
named by „VANORA”. Unwarranted deductions shall be demanded or invoiced
„VANORA” shall only accept cheques and/or bills of exchange by express
agreement. Such payments shall only be deemed paid upon the fixed value date
of the relevant bank credit memo at „VANORA”.
Down payments and prepayments by the „customer” shall be non-interestbearing.
Deliveries by „VANORA” in arrears or complaints by the „customer”
shall not entitle the „customer” to withhold or delay payment. The „customer”
may not offset any counterclaims against „VANORA’s” credit balance.
In the event of justified doubts arising as to the „customer” financial solvency,
„VANORA” shall be entitled to demand subsequent collateral or prepayment or
to withdraw from the agreement without any resulting entitlement to damages
on the part of the „customer”.

6. Payment arrears/interest on arrears
The absence of collateral or payment arrears on the part of the „customer” shall
entitle „VANORA” to withhold deliverables in full or in part and to the free
use thereof, to rescind agreements as to conditions and to fully or partially
withdraw from the agreement.
All payment deadlines shall be fixed deadlines. In the case of late payments, the
„customer” shall be required to pay interest on arrears of 8% p.a. with effect
from the first calendar day after the due date. In the event of debt-collection
proceedings being initiated by „VANORA”, all claims by „VANORA” against the
„customer” shall become payable immediately and in full, regardless of their
original due date.

7. Deliveries/shipping
„VANORA” shall decide upon the shipping method and the shipping agent.
Should the „customer” require a different shipping route or shipping method,
the „customer” shall bear the costs thereof. For goods ordered which are not
collected by the „customer” for longer than one week past the agreed upon
collection date, „VANORA” shall charge storage fees.
The carriage paid shipping of goods shall be at the “customer‘s” account and
risk. „VANORA” shall not accept any responsibility for delays and damage
during transport. „VANORA” shall only take out transport insurance at the
express request of the „customer” and at the latter’s expense.


8. Delivery deadlines
Delivery problems experienced by „VANORA” due to the provision of defective
raw materials, procurement difficulties, technical production problems, power
shortages or occurring due to unforeseeable production issues, force majeure,
storms, fire, explosion, strikes or official measures shall entitle „VANORA” to
make partial deliveries, defer deadlines and/or withdraw from the agreement
in full or in part without giving rise to compensation. In the event of any
delivery delay by „VANORA”, the „customer” shall only be entitled to withdraw
from the order following unsuccessful expiry of a 4-week grace period granted
in writing.

9. Transfer of profit and risk
Profit and risk for the delivery shall always pass to the „customer” upon being
dispatched from the factory. In the event of dispatch being delayed or rendered
impossible for reasons not attributable to „VANORA”, the goods shall be stored
at the “customer‘s” account and risk.

10. Product description/use
Information in the sales documentation and technical data sheets about
the products and use thereof shall simply constitute descriptions or labels
and shall not encompass expressly warranted characteristics and/or
guarantees. Production- and/or raw material-related discrepancies, even
with regard to prototypes and former deliveries, which do not fundamentally
alter the key nature of a product shall be permitted. Development-related
product modifications shall also apply to acceptance agreements. The latest
reformulated product descriptions shall always apply.
The product descriptions shall be based on extensive research and applicationspecific
experience. „VANORA” shall convey these results to the best of its
knowledge and shall not accept any liability for them. The „customer” shall
be obliged to personally check all „VANORA” products and recommendations
for fitness and suitability, and in particular their long-term reliability, for the
intended uses.

11. Warranty/liability
„VANORA” must be notified in writing of any complaints due to defective
or incomplete deliveries, in the case of obvious defects prior to initial use,
processing or resale, and at the latest 10 calendar days following receipt of the
goods with a precise description of the defect. Complaints due to concealed
defects must be notified immediately following detection. Where the quality
of the goods is justifiably questioned, „VANORA” may choose to either replace
the product or take it back in return for reimbursement of the entire or partial
purchase price. Goods may only be returned following agreement with and
written confirmation by „VANORA”.
„VANORA” shall not accept any liability for transport damage. Any warranty
provided and/or liability accepted by „VANORA” shall be excluded in full in
the case of improper storage, processing and misuse, mechanical damage and
natural wear and tear or modifications.
„VANORA” shall also not provide any warranty for product recommendations
and usage instructions. In particular, the „customer” shall be required to
personally verify the product’s suitability and long-term reliability for the
intended purposes.

12. Retention of title
Until such time as all claims under the business relationship are settled and
any bills of exchange or cheques issued for this purpose are cashed, the goods
supplied shall remain the property of „VANORA”.
The „customer” hereby irrevocably authorises „VANORA” to record relevant
title retentions on the appropriate registers. The „customer” shall be entitled to
resell the goods as part of its ordinary business dealings to third parties or to
process them providing that the „customer” first assigns its
claims against these third parties to „VANORA” fully by way of collateral.
However, in the case of goods not yet paid for in full, the „customer” may not
pledge these goods nor transfer them to the ownership or possession of a third
party in any way whatsoever.

13. Contractual language/written form clause
The contractual language shall be German. Amendments and supplements to
the agreement and to these „GTC”, including the present clause, must be made
in writing in order to be valid.

14. Place of performance, court of jurisdiction and applicable law
The place of performance for deliveries and payments shall be the „VANORA”
site. The sole court of jurisdiction for both parties shall be the conventionally
applicable court in the town/city where „VANORA” is headquartered. Swiss
substantive law shall apply. The United Nations Convention on Contracts for
the International Sale of Goods is hereby excluded.