1. Scope

1.1 These General Terms and Conditions (T) form the basis of all legal transactions between the ITRIS company (“ITRIS”) and the contracting party (“Customer”). Any differing terms of the Customer shall be valid only insofar as they have been accepted by ITRIS in writing. Amendments or supplements to an agreement concluded in any other form must be made in writing.

1.2 A contract shall be deemed concluded—depending on which occurs first—upon receipt by the Customer of ITRIS’s written order confirmation, the mutual signing of an individual agreement, or receipt of the delivery by the Customer.

2. Deliveries and services

2.1 The content of the agreement is governed by the written contract, or, in the absence thereof, by ITRIS’s written order confirmation. Information in brochures, catalogues and technical documentation is binding only insofar as it has been confirmed in writing.

2.2 A written contract or the order confirmation fully replaces any express or implied agreements, assurances or offers existing between the parties.

2.3 Unless ITRIS has expressly assumed installation of deliveries free of charge, this shall be at the Customer’s expense. Unless otherwise agreed, ITRIS will invoice this separately.

2.4 In the event of delays in deliveries and services, ITRIS is entitled to a reminder and to set a further reasonable grace period. If the contract is still not performed after expiry of the grace period due to fault on the part of ITRIS, the Customer is entitled to withdraw from the contract. In the event of delay relating to individual deliveries or parts thereof, the right of withdrawal exists only in respect of the prevented partial delivery. Once installation work or other agreed services have commenced, the right of withdrawal lapses in full, even if the work cannot be completed on time.

Any other rights of the Customer due to late delivery or performance are expressly excluded. In particular, the Customer is not entitled to claim damages for delay for late deliveries or services.

3. Warranty, liability for defects

3.1 ITRIS warrants that the deliveries and services comply with the communicated specifications upon handover. No warranty is assumed for uninterrupted operational readiness.

3.2 The warranty period is 12 months and begins on the date of dispatch of the delivery or completion of the service by ITRIS. The warranty expires prematurely in the event of improper handling of deliveries and services by the Customer.

3.3 The Customer shall inspect the deliveries and services within a reasonable period and notify ITRIS of any defects in writing without delay. If the Customer fails to do so, the deliveries and services shall be deemed approved.

3.4 ITRIS undertakes, at its discretion, to repair or replace all parts of the deliveries and services that lack contractually warranted characteristics or that demonstrably become defective due to poor material, faulty design or defective workmanship up to the expiry of the warranty period. Replaced parts become the property of ITRIS.

Depending on the maintenance category, these warranty services will be provided by ITRIS either at the location of the delivered goods (on-site maintenance) or at an ITRIS service center (service-center maintenance) or by third parties. For on-site maintenance, ITRIS will provide the services at the location of the deliveries during normal business hours. For service-center maintenance, disassembly, transport, installation and recommissioning are the responsibility of the Customer.

3.5 For the breach of any ancillary obligations arising from a delivery (e.g., inadequate advice and the like), ITRIS is liable only in cases of unlawful intent or gross negligence.

3.6 For direct, immediate damage suffered by the Customer in connection with defects in deliveries and services caused by fault on the part of ITRIS, ITRIS assumes liability up to a maximum of CHF 5,000,000 per damaging event. However, ITRIS is not liable for indirect, consequential or secondary damages such as loss of profit, data loss, restoration of destroyed data, third-party claims, or damages resulting from the Customer’s non-performance of contractual obligations.

3.7 If manufacturers or sub-suppliers of deliveries and services provide for more restrictive warranty provisions than those set out in this Section 3, ITRIS shall provide warranty only within the scope of the warranty obligations assumed by the manufacturers or sub-suppliers. The Customer confirms that it has informed itself about the relevant warranty provisions before concluding the contract.

3.8 In the event of defects of any kind in deliveries and services, the Customer has no rights or claims other than those expressly stated above in Sections 3.4 to 3.7.

4. Prices and payment terms

4.1 The Customer undertakes to pay the price stipulated in the individual contract, which becomes due 10 days after dispatch of the delivery from ITRIS or, in the case of completed services, upon completion of the service.

4.2 If payment is not made even after a reminder, ITRIS shall have all rights pursuant to Art. 107 et seq. of the Swiss Code of Obligations (CO). In the event of withdrawal from the contract, the Customer is obliged to pay ITRIS a contractual penalty of 10% of the contract sum. The obligation to pay the contractual penalty applies regardless of whether the Customer is at fault for the delay or not. Claiming the contractual penalty does not prevent ITRIS from additionally claiming any damage that may exceed the amount of the contractual penalty.

4.3 All prices are net, i.e., all ancillary costs such as packaging, transport, insurance, taxes, duties, etc. are borne by the Customer.

4.4 Transport is at the Customer’s expense and risk. Insurance against damage of any kind is the responsibility of the Customer.

5. Preparatory actions and acceptance

5.1 If deliveries are installed by ITRIS, the Customer shall make the relevant premises available in good time in accordance with ITRIS’s instructions and, at its own expense, equip them in advance with all necessary technical facilities (e.g., power supply, air conditioning, etc.) for operating the deliveries.

If installation of the delivery is delayed due to a breach by the Customer of the above obligation, the delivery period shall be extended appropriately and the price agreed in the individual contract shall become due for payment immediately and in full.

5.2 Installation work or other services shall be accepted by the parties immediately after completion. Acceptance shall take place in the presence of one representative of each party; a written acceptance report shall be drawn up.

6. Retention of title

Title to deliveries shall pass to the Customer only upon payment of the full price. By concluding the contract, the Customer authorizes ITRIS to arrange, at the Customer’s expense, the registration of the retention of title in public registers without further formalities.

7. Transfer of benefit and risk

Benefit and risk shall pass to the Customer upon dispatch of the delivery from ITRIS. In the case of delivery by ITRIS and an agreed installation obligation, benefit and risk shall pass upon unloading of the delivery from the means of transport at the place of delivery.

If dispatch of the delivery is delayed for reasons for which ITRIS is not responsible, the risk shall pass to the Customer at the original time intended for delivery or upon notification that the goods are ready for collection.

8. Re-export

The re-export of deliveries is subject to international export regulations. The partner undertakes, where applicable, to apply for an export license from the competent authority (currently the State Secretariat for Economic Affairs, Export Controls / Industrial Products Division, SECO). Upon transfer of the deliveries to the respective purchaser, this obligation must be transferred together with the obligation to pass it on further.

9. Assignment of rights and obligations

The Customer agrees to any transfer of ITRIS’s rights and obligations under the contract to a third party. Any assignment of rights and obligations by the Customer requires ITRIS’s written consent.

10. Exclusion of further liability of ITRIS

All cases of breach of contract and their legal consequences, as well as all claims of the Customer, regardless of the legal grounds on which they are asserted, are conclusively governed by these terms. In particular, all claims for damages, price reduction or cancellation of the contract that are not expressly mentioned are excluded.

This exclusion of liability does not apply in cases of unlawful intent or gross negligence on the part of ITRIS; however, it does apply in cases of unlawful intent or gross negligence on the part of auxiliary persons.

11. Governing law, place of jurisdiction

This contract is governed by Swiss law. The parties agree that the exclusive place of jurisdiction shall be the registered office of ITRIS.

As of: April 2013