Terms and Conditions of Trade and Delivery

Terms and Conditions of Trade and Delivery, as from september 2009

1. Scope

The following terms shall be applicable to all contracts between ELCOMP AG as vendor and its customers, as well as the goods traded.

Other terms of trade from the buyer are invalid. Accepting the goods delivered by ELCOMP AG means that the customer is renouncing from the terms of trade formulated by him/ her. The following terms formulated by ELCOMP AG are legally binding for the whole contract.

ELCOMP AG is authorized to adapt the terms of trade at any time for future business. The current version of the terms of trade is valid.

2. Offers and usage of goods

All offers are provisional. Our goods shall not to be used in life supporting systems for the human body, as well as equipments used for life support. All other fields shall be handled in accordance with the law as it now stands.

3. Completion of contract

A completion of sales contract is legally binding only if it is confirmed by ELCOMP AG in written form. At the latest a contract comes into being when delivering the ordered goods. The prices are in Swiss Francs unless otherwise mentioned, excluding taxes, and apply to delivery from Elcomp AG not including packaging, freight / postage and insurance.

If the procurement costs increase during processing (price increase on the side of the supplier, increase in transport costs, more than 2% of fluctuation in currency) we reserve the right to adapt our prices. If the prices increase during handling and if the written request of the customer does not bring about a lowering in price, the customer shall have the right to withdraw from the order.

4. Delivery

The delivery takes place out of our ELCOMP AG stock. The promised delivery time is kept whenever possible. Should ELCOMP AG delay in delivering, the buyer may only withdraw from the contract if more than 2 weeks have passed from the due date. All claims of the buyer in case of not delivering or delayed delivery are excluded.

5. Terms of payment

Payments are to be paid within 30 days net (expiry date). All other payment conditions shall be agreed upon and confirmed. Settlements with outstanding or asserted claims of the buyer are explicitly ruled out.

The duty to pay shall not be influenced by claiming flaws.

6. Reservation of proprietary rights

ELCOMP AG has the right to an entry in the retention of title register until full payment for the ordered goods are received.

7. Liability for defects

ELCOMP AG is only liable for defects that are reported in written form 8 days after receipt of goods and that can be proved to be our or the suppliers fault. ELCOMP AG is not liable for the fault of agent of vicarious liability. The liability for the usage of the delivered goods for a certain purpose shall not be given. ELCOMP AG is only liable for the exchange of flawed material or the crediting of the returned goods in its full amount. ELCOMP AG is not liable for goods that are already processed further. The processing of goods is an acknowledgement of the legitimacy of the delivery.

8. Place of jurisdiction and applicable law

The Swiss law is exclusively applicable for any disputes. Place of jurisdiction is Rheinfelden.