General Terms and Conditions of SYMA-SYSTEM AG

1. conclusion

All our deliveries (which in these provisions include sales, work production and rentals) and services (in particular drafting, planning, consulting, design, production, delivery and transport, installation, transfer for use, dismantling, return transport, etc.) are provided exclusively on the basis of the following terms and conditions ("GTC"). They shall apply as soon as they have become part of the contract with the customer. This is the case if the GTC are expressly designated as an integral part of the contract and/or if we refer to the GTC, either by enclosing them with or printing them on quotations, order confirmations, delivery notes and invoices or by providing a link to our website where the text of these GTC can be viewed (GTC syma.com). Deviating provisions in the General Terms and Conditions of the customer or third parties are only binding if they have been expressly accepted by us in writing. Our silence with regard to the customer's General Terms and Conditions shall in no case be deemed to be recognition of or agreement to the customer's General Terms and Conditions. They shall not be binding on us even if we do not object to them when the contract is concluded. Our General Terms and Conditions shall be deemed to have been accepted at the latest upon receipt of the delivery or provision of the service. Conclusions and agreements - in particular insofar as they amend these terms and conditions - shall only become binding for us upon our written confirmation. Our current GTCs apply, which are always published on our website (GTC syma.com). We are authorised to amend these. They shall be deemed accepted if the customer does not object in writing 30 days after the amended GTCs have been displayed (including their publication on our website)

2. offers

Our quotations are non-binding and subject to change, unless otherwise stated in the quotation. As long as the contract has not been concluded, the use and further dissemination of all documents submitted with the offer is not permitted.

3. prices and terms of payment

Our prices are net ex works or ex warehouse in Swiss francs. Costs for packaging, dispatch, forwarding/freight, insurance, taxes, fees, customs duties, levies, etc. are shown and charged separately. We are entitled to adjust the agreed prices if the prices of raw materials, materials or services increase since the offer was sent to the customer. The applicability of Art. 373 para. 1 OR is hereby explicitly excluded. The prices for rental material are valid for the duration of the event. If advance payments have been agreed, the concluded contract shall only come into force after the corresponding advance payment has been credited to the account of SYMA-SYSTEM AG. SYMA-SYSTEM AG accepts no liability for delays resulting from non-compliance with the terms of payment. Deliveries are made according to agreement. If no other payment term has been agreed, a payment term of 30 days from the invoice date shall apply. After expiry of this payment period, the customer shall automatically be in default without the need for a reminder. In the event of doubts about the solvency of the customer, we reserve the right to make deliveries or provide services only against advance payment, a letter of credit confirmed by a Swiss bank or against other securities. Payment by offsetting against counterclaims is only permitted if such counterclaims have been expressly recognised by us in writing or have been legally established.

4. small quantities

Minimum invoice amounts, additional processing fees and other costs are reserved for small quantities. The minimum order amount is CHF 1,000.00 net.

5. printed products in particular

Sketches, drafts, proofs, samples and similar preparatory work on behalf of the customer shall be invoiced. The risk of possible errors is transferred to the customer when the customer approves the printing (signing of the "Good to print"), unless the error was caused by technical defects in production. SYMA-SYSTEM AG rejects any liability for damage, wear and tear and colour changes. New graphics to be produced shall be at the full expense of the customer Delivered artwork will be adapted to the required print format.

6. retention of title

Our deliveries in the case of sales and work production shall remain our property until all our claims have been settled, regardless of the legal grounds. This also applies proportionately in the event of further processing. We may have the retention of title entered in the retention of title register in the name and at the expense of the customer. The customer is only entitled and authorised to resell the goods subject to retention of title on condition that the claim arising from the resale is transferred to us. He is not authorised to dispose of the reserved goods in any other way. At our request, he is obliged to inform his customer of the assignment for the purpose of payment to us

The customer must inform us immediately of any seizure or other impairment by third parties. In the case of rental equipment, the customer is obliged to notify us immediately by registered letter of any seizure, retention or attachment of the rental property or any bankruptcy proceedings against him and to inform the competent debt enforcement or bankruptcy office of our ownership of the rental property.

1. delivery period, delivery date

Delivery dates or delivery periods are binding if they have been agreed in writing. The delivery period shall commence on the date of our acceptance of the order or, if advance payment has been agreed, on the date of receipt of payment. However, the delivery period shall not commence before all details of execution have been fully clarified. The delivery date shall be deemed to have been met with the legal notification of readiness for dispatch if dispatch is impossible for us through no fault of our own. If we are in default, the customer must set us a reasonable period of grace. After expiry of this grace period, the customer may withdraw from the contract to the extent that the delivery has not been reported ready for dispatch by the expiry of the grace period. We shall also be entitled to a reasonable extension of the delivery period or postponement of the delivery date if we are unable to provide the delivery on time due to force majeure or a shortage of raw materials. Our liability for a delay in delivery as well as liability for auxiliary persons and for slight and medium negligence shall be excluded to the extent permitted by law, insofar as applicable. The assertion of claims for damages and consequential damages arising from non-compliance with delivery deadlines or delivery dates is excluded. We are authorised to make partial deliveries. This clause applies analogously to the provision of services.

2. force majeure

Events of force majeure such as extraordinary natural events (flood, hurricane, landslide, etc.), conflagration, war.force majeure events such as extraordinary natural events (flood, landslide, etc.), conflagration, war, civil war, revolution, civil unrest, strike, terrorism, significant operational disruption, sabotage, epidemic/pandemic, official requirements, non-availability or insufficient availability and/or disproportionately high procurement costs for raw materials, energy, auxiliary materials and transport capacities shall entitle us to postpone the delivery or provision of services for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract due to the part not yet fulfilled. Circumstances that make delivery significantly more difficult or impossible for us are equivalent to force majeure. The customer may demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period of time. If we do not make a declaration, the customer may withdraw from the contract. In the event of cancellations or other force majeure events, e.g. due to the Covid-19 pandemic or similar pandemics, the cancellation conditions of SYMA-SYSTEM AG apply in the currently valid version, which can be viewed at the following link and form an integral part of these GTC.

3. alternative materials

We are entitled to use alternative materials to the agreed material for deliveries if the alternative material fulfils the same purpose or function as the agreed material

4. dispatch and transfer of risk

In the case of rental/sale ex works, the risk shall pass to the customer when the delivery is handed over to the forwarding agent or carrier, but at the latest when it leaves the factory or warehouse - including confiscation. Deliveries notified as ready for dispatch on the agreed date must be called off immediately; otherwise, or if dispatch is impossible, we shall be entitled to store them at our own discretion at the customer's expense and risk and to invoice them as delivered ex works or ex warehouse

5. handover

If a personal handover is not possible due to the absence of the customer's representative, our authorised representative shall make the delivery available. The customer's risk and duty of care shall commence at the time of provision, even if this takes place without personal handover. In the case of a rental, the customer's risk and duty of care end with the return and completed inspection by the lessor

6. Inspection of the delivery, notification of defects, warranty

We undertake to produce and hand over the delivery or provision of the service in accordance with the contract. We provide no warranty for defects that are the result of damage to the delivery after it has left the factory, improper storage, incorrect processing or incorrect use by the customer. It is the customer's responsibility to exercise all due care that can be expected of a professional when handling, storing and processing the goods. The delivery and/or service must be inspected and accepted by the customer upon handover or delivery. The delivery or service shall be deemed to have been approved upon acceptance or unconditional acceptance. Hidden defects must be reported in writing immediately after discovery, but at the latest within three days of receipt of the delivery or service. In the event of justified complaints, our warranty shall be limited to the delivery of faultless replacements. The customer is not entitled to cancellation, reduction or any compensation for indirect, direct or indirect damage or consequential damage incurred by him or third parties. If the customer complains about defects in only a partial quantity of the delivery or service supplied, he shall be obliged to pay the price for the uncomplained partial quantity in due time. If the customer has suffered direct damage as a result of a defective delivery or service, we undertake to compensate this damage insofar as the customer can prove intent or gross negligence on our part or liability under the Product Liability Act is mandatory. The customer's claims in the event of a defective delivery or service are conclusively described in this section.

7th limitation period

The customer's claims arising from defective delivery or service shall become time-barred one year after delivery or service provision, unless mandatory statutory provisions provide for a longer limitation period.

8. Return of the rental property

The tenant undertakes to return the rented property to us at the location where it was handed over (unless otherwise agreed) on the last day of the contract period. Any right of retention of the lessee to the rented property for any claims against us is excluded. The tenant shall be liable to us for all necessary repairs and maintenance work that are not attributable to normal wear and tear of the rented property. Should the repair costs exceed the replacement value of the rental object or should the rental object be lost by the tenant, SYMA-SYSTEM AG is entitled to make a replacement purchase at the expense of the tenant

9. deposited materials

The customer shall bear the risk for its own material that is stored, kept, deposited or otherwise made available for storage at our premises. Any claims against us due to damage, destruction or loss of the customer's deposited material are excluded to the extent permitted by law

10. information

Liability for information and advice can only be accepted with binding effect if this has been confirmed in writing.

11. exclusion of liability

All cases of breaches of contract and their legal consequences, as well as all claims of the customer, regardless of the legal grounds on which they are made, are conclusively regulated in these GTC. In particular, all claims for damages, reduction, cancellation or withdrawal from the contract not expressly mentioned are excluded. Under no circumstances shall the customer be entitled to claim compensation for damages not arising from the delivery or service itself, such as loss of production, loss of use, loss of orders, loss of profit, unrealised savings, lost processing or handling, assembly or energy costs, Loss of data, all costs associated with the removal/excavation and installation/excavation, search costs, additional testing, sorting and other handling costs, recall costs, costs for lost raw materials, disposal costs and compensation for such claims from the customer's customers or third parties. The limitation of liability shall also apply insofar as we are liable for our auxiliary persons. The limitation of liability shall not apply insofar as it is contrary to mandatory law, such as in particular for unlawful intent or gross negligence, for fraudulently concealed defects, for direct claims arising from personal injury and for mandatory claims under the applicable product liability law

12. intellectual property rights

The expertise developed and/or provided by us as part of the provision of (services) always belongs to us. No intellectual property is transferred upon conclusion and fulfilment of a contract between us and the customer. The transfer of the know-how provided in connection with the delivery or service to third parties, including related companies of the customer, is not permitted. In the event of an infringement of third-party property rights, the customer undertakes to assume responsibility for the dispute with the third party and to indemnify us in full.

13 Confidentiality and data protection

The contracting parties shall treat all commercial and technical information about the business activities of the other contracting party of which they become aware in the course of their business relationship as strictly confidential and shall neither disclose it to third parties nor use it for purposes other than those agreed. Personal data will only be processed by us in compliance with the relevant laws.

1. applicable law, place of fulfilment and place of jurisdiction

In all cases, Swiss law shall apply to the exclusion of the CISG, conflict of laws and foreign law. The exclusive place of fulfilment and exclusive place of jurisdiction is Kirchberg/SG. We are also entitled to sue the customer at his general place of jurisdiction or that of our supplying branches. The above also applies to all those who are liable for the customer's obligations.

2 Should individual provisions of these GTC or separately concluded contracts be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the remaining provisions of these GTC or separately concluded contracts shall remain unaffected. The invalid or unenforceable provision shall automatically be replaced (without further negotiations by the parties) by a valid and enforceable provision whose effects come as close as possible to the economic purpose of the invalid or unenforceable provision

3. in the event of a legal dispute, the original German version of the General Terms and Conditions shall prevail.