General Terms and Conditions

1. General

1.1 The contract shall come into effect upon receipt of bodus gmbh's written acknowledgement stating its acceptance of the order ("Order Acknowledgement"). Tenders that do not contain a deadline for acceptance are non-binding.
1.2 These General Terms and Conditions shall be binding, if they were declared applicable in the tender or in the Order Acknowledgment. Any deviating conditions of the customer shall only be valid if expressly accepted in writing by bodus gmbh.
1.3 All agreements and legally relevant declarations of the contract parties must be in writing to be effective. Declarations in text form which are transferred by or recorded in electronic media shall be equivalent to the written form, if specifically agreed between the parties.

2. Scope of Deliveries and Services

2.1 Deliveries and services of bodus gmbh are exhaustively set out in the Order Acknowledgment and any appendices thereto.
2.2 Any and all changes to any purchase order received and/or confirmed by bodus gmbh shall only be valid and binding if the change of such purchase order was agreed in writing. bodus gmbh shall, in any case, remain entitled to separately invoice to the customer any administrative efforts associated therewith as well as any work already performed.

3. 3. Plans and Technical Documents

3.1 Unless otherwise agreed, information in brochures, websites, in the bodus shop or other documents is non-binding. Information in technical documents is only binding insofar as such was expressly assured.
3.2 Either contract party retains all rights to plans and technical documents which it handed out to the other party. The receiving contract party acknowledges these rights and shall not make such documents available to any third party, either in whole or in part, nor use them for any purpose other than the agreed purposes without prior written authorisation by the other contract party.

4. Prices

4.1 All prices are net, excluding VAT, ex works, excluding packaging and postage, without any deductions whatsoever.
4.2 Information in brochures, websites, in the bodus shop and in price lists as well as those provided in oral statements is only binding, insofar as such was expressly mentioned in the Order Acknowledgement. Prices always relate to the offered quantity. Prices applicable at the time of the order shall apply.
4.3 bodus gmbh reserves the right to adjust the prices in the event that wage rates or material prices change between the date of the offer and the date of the contractually agreed fulfilment.
An adequate price adjustment will also be made if the delivery period is extended for any of the reasons set out in Clause 7.2 or if the documents provided by the customer are not in conformity with the actual circumstances or are incomplete.

5. Terms of Payment

5.1 Unless otherwise agreed at the time of conclusion of the contract, advance payment shall apply in general. It shall be made at the domicile of bodus gmbh, net with no deduction for cash discounts, expenses, taxes, levies, fees, duties and the like.
5.2 If the payment term 30 days net applies, payments shall be made within 30 days at the domicile of bodus gmbh, net with no deduction for cash discounts, expenses, taxes, levies, fees, duties and the like. That shall apply, unless otherwise agreed at the time of conclusion of the contract.
5.3 If the payment is not provided in accordance with the terms of the contract, the customer shall be liable, without reminder for default interests of 8 % above the respective 3 months CHF LIBOR from the due date. The right to claim reimbursement of further damage shall remain reserved.

6. Retention of Title

61. bodus gmbh shall retain ownership of its entire deliveries until receipt of full payment in accordance with the contract. The customer authorises bodus gmbh to register at the customer’s expense the retention of title in the public register upon conclusion of the contract, and to comply with all formalities in that respect.
6.2 The customer will maintain all delivered objects at his own expense and insure them against theft, breaking, fire, water and other risks in favour of the supplier for the dura- tion of the retention of title. In addition, he shall take all measures necessary to ensure that bodus gmbh's claim for ownership is neither impaired nor removed.

7. Delivery Period

7.1 The delivery period will commence as soon as the contract was concluded, any and all official formalities have been obtained, the payments to be made upon ordering have been made and any and all necessary payment securities were provided and the essential technical issues have been clarified. The delivery period shall be deemed to have been complied with if, before its expiry, the notice of readiness for dispatch has been sent to the customer.
7.2 The delivery period shall be extended for a reasonable term:
a) If bodus gmbh does not receive the information which it needs for the performance of the contract or if the customer subsequently changes them and thus causes a delay of the deliveries or services;
b) If impediments arise which bodus gmbh, despite the use of the required level of care cannot prevent, regardless of whether such impediments arise at bodus gmbh's, the customer's or a third party's premises. Such impediments are, for example, epidemics, mobilisation, war, unrest, significant operational disturbances, accidents, labour conflicts, late or deficient delivery of required raw materials, semi-finished or finished products, important work parts being rejected, measures taken or omissions by any state authorities, natural phenomenon;
c) If the customer or third parties are in delay with work to be executed by them or with the performance of their contractual obligation, in particular, if the customer fails to comply with the payment terms.
7.3 The customer may claim damages for delayed deliveries if it can be proved that the delay was caused through the fault of bodus gmbh and if the customer is able to prove that the damage is a consequence of the delay. If the customer receives a replacement delivery, he shall have no claim for compensation for damages caused by delay.
Damages for delay shall not exceed ½ percent for each full week of delay and shall in no event exceed 5 percent of the contract price of the part of the delivery in delay. The first two weeks of delay will not result in a claim for compensation for delay.
After the maximum of the compensation for delay has been reached, the customer shall grant bodus gmbh a reasonable extension of time in writing. If such extension is not complied with for reasons for which bodus gmbh is at fault, the customer may reject the acceptance of the delayed part of the delivery. If a partial acceptance is economically not justifiable on the part of the customer, he may withdraw from the contract and reclaim any payments already made against return of the deliveries he received.
7.4 All claims of the customer arising from or in connection with delays in the performance of the contract are regulated expressly and exhaustively by this Clause 7. This limitation of liability does not apply in the event of unlawful intent or gross negligence by bodus gmbh, it shall, however, also apply to unlawful intent or gross negligence by auxiliary personnel.

8. Passing of Benefit and Risk

8.1 Benefit and risk shall pass to the customer when deliveries leave the plant, at the latest.
8.2 If dispatch is delayed at the request of the customer or due to reasons for which bodus gmbh is not responsible, the risk shall pass to the customer at the time originally foreseen for the delivery to be dispatched from bodus gmbh premises. From this time on, the deliveries shall be stored and insured on the account and at the risk of the customer.

9. Inspection and Acceptance of Deliveries and Services

9.1 Insofar as it is normal practice, bodus gmbh shall inspect deliveries and services prior to dispatch. If the customer requests further inspections, such shall be specifically agreed and paid for by the customer.
9.2 The customer shall inspect the deliveries and services within an appropriate period and shall immediately notify bodus gmbh of any defects in writing. If the customer fails to do so, any deliveries and services shall be deemed to be accepted.
9.3 bodus gmbh shall remedy the defects notified to it pursuant to Clause 9.2 as soon as possible, and the customer shall grant it the opportunity to do so.
9.4 The performance of an acceptance inspection and the determination of the provisions applicable to such shall require a special agreement.
9.5 The customer shall have no rights regarding defects of any type in deliveries or services, apart from those expressly stated in Clause 10 hereof (Warranty, Liability for Defects).

10. Warranty, Liability for Defects

10.1 The warranty period is 12 months. It shall commence when the deliveries leave the plant. If dispatch is delayed due to reasons for which bodus gmbh is not responsible, the warranty period shall end no later than 18 months after bodus gmbh notification that the delivery is ready for dispatch.
The warranty period shall recommence for replaced or repaired parts and shall be 6 months from the date of replacement or completion of the repair, but shall end not later than the expiry of a period which is double the warranty period stipulated in the preceding paragraph of this Clause.
The warranty period shall expire prematurely, if the customer or third parties undertake inappropriate modifications or repairs or if the customer, insofar as a defect has occurred, fails to immediately take all suitable measures to mitigate the damage and fails to provide bodus gmbh with the option to remedy the defect.
10.2 Upon written request by the customer, bodus gmbh undertakes to repair or replace, at its discretion, as soon as possible, all parts of the deliveries of bodus gmbh which, before the expiry of the warranty period, are proved to be defective or unusable due to defective material, faulty design or poor execution. Replaced parts will become the property of bodus gmbh.
10.3 Warranted qualities are only those which have been specified as such in the specifications. Such warranties are valid until the expiry of the warranty period, at the latest. If warranted qualities are not achieved or only partially achieved, the customer may initially only require bodus gmbh to carry out immediate remedial works. The customer shall give bodus gmbh the necessary time and opportunity to do so. If such remedial works fail completely or in part, the customer may claim an adequate reduction in price. If the defect is so major that it cannot be remedied within a reasonable period of time and provided the deliveries or Services cannot be used for its specified purpose, or if such use is considerably impaired, the customer may refuse acceptance of the defective part of the deliveries or, if a partial acceptance is economically not justifiable to him, to withdraw from the contract. bodus gmbh is only liable for reimbursement of the sums paid to it for the parts of the deliveries affected by the withdrawal.
10.4 Damage which demonstrably did not occur based on defective material, faulty design or poor workmanship shall be excluded from warranty and liability of bodus gmbh, such as e.g. damage caused by natural wear, improper maintenance, disregard for operating instructions, excessive load, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work performed by others than bodus gmbh, as well as damage caused by other reasons for which bodus gmbh is not accountable.
10.5 The customer shall have no rights and claims for defects in material, design or workmanship or for a lack of warranted qualities, apart from those expressly mentioned in Clauses 10.1 to 10.4.

11. Force Majeure

11.1 Neither party shall be liable for any delay in performing or for failure to perform its obligations under a respective order if the delay or failure results from an event of "Force Majeure". For clarification, Force Majeure means an event that was not foreseeable by the affected party at the time of execution of the respective order, is unavoidable and outside the control of the affected party, and for which the affected party is not responsible, provided such event prevents the affected party from performing the respective order despite all reasonable efforts, and the affected party provides notice to the other party within five calendar days from occurrence of the respective event of Force Majeure.
11.2 If an event of Force Majeure occurs which exceeds one hundred and eighty (180) calendar days either party shall have the right to terminate the relevant order forthwith by written notice to the other party without liability to minimise the effects of any event of Force Majeure.

12. Termination of the Contract by bodus gmbh

12.1 The contract shall be amended as appropriate if unforeseen events substantially change the economic effect or the content of the deliveries or substantially affect the fulfilment of the contract by bodus gmbh, or if provision of the delivery subsequently becomes entirely or partially impossible. Insofar as such amendment is not economically justifiable, bodus gmbh may terminate the contract or the individual provisions affected thereby.
12.2 If bodus gmbh intends to terminate the contract, it shall, after having recognised the consequences thereof, immediately inform the customer even if an extension of the delivery time has previously been agreed. In the event of a termination of the contract, bodus gmbh shall be entitled to payment for those parts of the delivery which have already been made. Claims for damages by the customer are excluded.

13. Export Control

13.1 The customer acknowledges that the deliveries may be subject to Swiss and/or foreign statutory provisions and regulations regarding export control and, without export or re- export permits from the competent authorities, may not be sold, leased or otherwise transferred or used for a purpose other than that agreed upon. The customer agrees to comply with such provisions and regulations. The customer acknowledges that such provisions and regulations may change and are applicable to the contract according to the wording valid at the time.
13.2 The deliveries may neither directly nor indirectly be used in any way in connection with the design, production, use or storage of chemical, biological or nuclear weapons or carrier systems.

14. Data Protection

bodus gmbh may, whilst performing the contract, process personal data of the customer. The customer agrees in particular that bodus gmbh may disclose such date to third parties in Switzerland and abroad for the development and cultivation of business relationships.

15. Exclusion of Other Liabilities of bodus gmbh

All cases of violations of contracts and their legal consequences as well as all claims by the customer, irrespective on which legal basis they are, are expressly and exhaustively regulated by these conditions. All claims for damages, reduction, termination of the contract or withdrawal from the contract not expressly mentioned herein shall be excluded. The customer shall, in no case, have claims for the reimbursement of damage which did not occur at the deliverables themselves, such as namely loss of production, loss of use, loss of orders, lost profits as well as other direct or indirect damage. This limitation of liability shall not apply in the event of unlawful intent or gross negligence by bodus gmbh, however, it shall also apply to unlawful intent or gross negligence by auxiliary personnel.
Otherwise, this disclaimer shall not apply, if it is contrary to mandatory law.

16. Assembly

If bodus gmbh takes over assembly or assembly monitoring, such shall be subject to the Allgemeine Montagebedingungen (General Terms and Conditions of Assembly) of the Verein Schweizerischer Maschinenindustrieller (VSM – Association of Swiss Machine Manufacturers).

17. Waivers

17.1 Failure to enforce or exercise, at any time or for any period, any term of these Conditions or an order does not constitute, and shall not be construed as, a waiver of such term and shall not affect the right later to enforce such term or any other term herein contained.
17.2 Should any provision of these General Conditions prove to be invalid, wholly or in part, the Parties shall replace such provision with a new one that comes as close as possible to the economic effect of the original provision.

18. Place of Jurisdiction and Applicable Law

18.1 Place of jurisdiction for the customer and bodus gmbh shall be at the domicile of bodus gmbh. bodus gmbh may, however, also bring an action before the courts at the customer's domicile.
18.2 The legal relations shall be governed by Swiss substantive law. The "United Nations Convention on the International Sale of Goods" of April 11, 1980, shall not apply.
Aarau, 22.05.2014

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General Terms and Conditions, 22.05.14