General Sales and Delivery Conditions

The buyer acknowledges that the General Sales and Delivery Conditions of Tissa ImCut AG (seller), in their version as valid from time to time, shall be the basis for all present and future contracts of the buyer with the seller. Deviation from these General Sales and Delivery Conditions — in particular application of the purchasing conditions of the buyer — require the explicit written confirmation of the seller. In questions of interpretation, the German version of seller's General Sales and Delivery Conditions shall be binding exclusively.

Offers made by the seller are not binding. The price information and technical specification in price lists and brochures of the seller are not binding provided nothing to the contrary has been agreed upon in writing. An order is deemed valid only when confirmed by the seller in writing.

Unless otherwise specified, all prices shall be net, ex works (Incoterms 2000), exclusive of packing costs, in freely available Swiss francs, without deduction of any kind. Any and all additional charges such as freight, insurance premiums, packaging, export/import/transit permits and certifications shall be borne by the buyer.

Payment shall be made within 30 days from the date of the invoice provided nothing to the contrary has been agreed upon. After expiration of the payment period, the buyer is in default without additional reminder and interest of 5% is due. The buyer is not entitled to offset claims against counterclaims.

Unless otherwise specifically agreed upon in writing, all dates and delivery periods stated by the seller shall be considered as estimates only. Partial shipments shall be permissible. Liquidated damages for delayed delivery shall not exceed a total of 5% of the contract price of the delayed part of the order.

Until receipt of the entire payment, the goods shall remain the property of the seller. The buyer authorizes the seller to record the property rights when necessary to protect ownership.

The seller does not take back packing and transport material unless a legal duty to do so exists. The buyer agrees to dispose of the packing material at its own expense.

The warranty period is 3 months from delivery. The buyer shall examine delivered goods for defects as soon as feasible in the usual course of business, at the latest before processing. Claims are only allowed if made in writing and supported by proof within eight days following receipt of the goods.

Interruptions of operations, delays in delivery, failures of suppliers, lack of raw materials or energy, traffic interruptions, as well as war, riots, strikes, lockouts, official orders and other cases of force majeure shall release the affected party from its obligations as long as the interruption lasts.

The buyer shall obtain import or operating permits at its own expense and risk, provided nothing to the contrary has been explicitly agreed upon in writing.

Swiss law shall be applicable, excluding the UN Convention on Contracts for International Sales of Goods. The place of performance for all obligations shall be the seller's principal place of business in Oberkulm. The courts at the seller's principal place of business in Oberkulm shall always have jurisdiction over disputes arising out of this contract.