General Terms and Conditions of Purchase

1.1 These General Terms and Conditions of Purchase ("GTCP") apply to all purchases by SYMA-SYSTEM AG (hereinafter referred to as "Buyer" or "SYMA-SYSTEM").
1.2. These GTCP apply exclusively. We do not recognise any terms and conditions of the supplier that conflict with or deviate from these GTCP unless we have expressly agreed to their validity in writing. These GPC shall also apply if we accept the Supplier's delivery without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from these GPC.
1.3. These GPC shall also apply to all future transactions between the Purchaser and the Supplier. SYMA-SYSTEM reserves the right to amend these GTCP.
1.4. SYMA-SYSTEM only works with suppliers who adhere to the SYMA-SYSTEM Code of Conduct and act in accordance with the guidelines set out therein.

2.1. Quotations from suppliers shall be deemed binding and must be complete and comprehensive. The supplier must independently inform itself about the local conditions before preparing the offer. Additional costs resulting from failure to fulfil this obligation shall be borne by the supplier.
2.2. Additional expenses that become necessary after additional orders have been placed are not already commissioned and approved by the basic order, but must be fixed and negotiated separately.
2.3. The supplier is obliged to inform the customer of more cost-effective or technically more sensible or more innovative alternatives.
2.4. SYMA-SYSTEM reserves all property rights and copyrights to illustrations, drawings, calculations, drafts, samples and other documents which the customer makes available to the supplier. They must be kept strictly confidential and may not be made accessible to third parties without our express written consent. They are to be used exclusively for production based on the order. After completion of the order, they must be returned without being asked. The confidentiality obligation shall also apply after termination of a contract. It shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.

3.1. Orders and agreements shall only be binding if they are placed or confirmed by the Customer in writing. Services for which a written order has not been placed shall not be binding on the Customer and shall not be paid for. Subsequent agreements must be confirmed in writing by the customer in order to be binding. Execution of the order shall be deemed acceptance of these Terms and Conditions of Purchase by the Supplier.
3.2. The Purchaser may revoke the order as long as the Supplier has not accepted it in writing (order confirmation).
3.3. The Supplier shall be responsible to the Purchaser for compliance with all contractual obligations. If subcontractors are used, the Supplier shall be responsible for their behaviour as if it were its own.

4.1. The price stated in the offer and confirmed in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile" to the delivery address specified by SYMA-SYSTEM, including packaging and any assembly ready for operation.
4.2. This price covers all services and ancillary services which, according to the offer documents and drawings or catalogues of the supplier, are part of the production of the overall performance specified in the contract ready for acceptance. Also included are all possible surcharges, taxes and duties, with the exception of VAT.
4.3. In the case of weight prices, the official weighing, or in the absence thereof our own weight determination, shall be decisive.

5.1. The supplier undertakes to keep confidential all non-public information about SYMA-SYSTEM of which it becomes aware in the course of the business relationship.
5.2. The supplier is obliged to sign a separate confidentiality agreement at the request of the customer.

5.3. The obligation to maintain confidentiality shall continue to apply even after termination of the contract.

6.1. Invoices may not be enclosed with the goods, but must be sent separately - with the order number - to the address stated in the order.
6.2. Invoices must state the order reference and the numbers of each individual item. Invoices are not payable if this information is missing. Copies of invoices must be labelled as duplicates.
6.3. Value added tax must be shown separately.

7.1. Payments shall be made, unless otherwise agreed,
- within 14 days with a 2% discount
- or within 45 days without deduction.
7.2. The payment period shall commence as soon as the delivery or service has been provided in full and we have received the invoice duly issued in accordance with clause 6. If the supplier has to provide material tests, test reports, quality documents or other documents, the completeness of the delivery and service also presupposes the receipt of these documents. Discounts may also be deducted if the Purchaser withholds a reasonable amount of payments due to defects. In the event of defects, the payment period for the withheld part shall commence upon the complete rectification of these defects.
7.3. Payments and commissioning shall not constitute acknowledgement of the contractual conformity of the deliveries and services.
7.4. The Purchaser shall be entitled to rights of set-off and retention to the extent permitted by law.

8.1. The delivery time specified in the offer and confirmed in the order as well as all other times specified by the Supplier are binding.
8.2. The delivery time refers to the receipt of the delivery at the place of receipt specified by the Purchaser in the order. In the case of deliveries with exhibition or assembly as well as in the case of services, the delivery time refers to the time of acceptance.
8.3. The Supplier is obliged to inform the Purchaser immediately in writing if circumstances occur or become recognisable to him which indicate that the agreed delivery time cannot be met.
8.4. If the agreed delivery time is exceeded for reasons for which the Purchaser is not responsible, the Purchaser shall be entitled to demand a contractual penalty of 1% for each commenced week, but no more than 10% of the respective order or call-off value. The right of the Buyer to claim damages in excess of the contractual penalty remains unaffected.
8.5. Early deliveries, deliveries outside of the goods acceptance times stated by SYMA-SYSTEM as well as partial or excess deliveries require the prior consent of the Buyer.

During the production and until the delivery of ordered items, the Purchaser may inspect the material, manufacturing processes and other work required to fulfil the contract. If the inspection is not permitted without good cause, the Purchaser shall be entitled to withdraw from the contract without the Supplier being entitled to claim damages. The same shall apply if the inspection reveals defects or deviations from the contractual agreements. Instead of cancellation, the purchaser is also entitled to demand immediate fulfilment of the contract. The customer may at any time demand a report on the items ordered by him, in particular on the status of manufacture. The Purchaser's right of inspection shall not affect the Supplier's obligations - in particular with regard to warranty and liability. The Purchaser may refuse to pay for the partial performance rendered by the Supplier up to the cancellation if the acceptance of this partial performance is of no interest to the Purchaser. In this case, the Supplier shall be entitled to collect partial services already delivered from the Purchaser at its own expense within 30 days.

10.1. Unless otherwise agreed in writing, delivery shall be DAP (Incoterms 2010).
10.2. For deliveries with installation or assembly, the risk shall pass upon acceptance; for deliveries without installation or assembly, the risk shall pass upon receipt at the place of receipt specified by the Purchaser.
10.3. All shipments shall be accompanied by a packing slip or a delivery note with details of the contents and the complete order reference number. If this is not done, the Buyer shall not be responsible for delays in processing. Partial or residual deliveries must be labelled as such.

11.1. All production equipment (e.g. modelling equipment, tools, templates, control tools) which are made available to the Supplier by the Purchaser for production or which have been paid to the Supplier by the Purchaser shall, unless otherwise agreed in writing, be the full property of the Purchaser.
11.2. The Purchaser shall be entitled to inspect the production equipment, to monitor its use and to take stock of it. The Buyer shall be entitled to demand the return of the production equipment at any time and without stating reasons.
11.3. Changes to the production equipment may only be made with the authorisation of the Buyer. The Supplier shall notify the Purchaser immediately of any defects and restrictions in the functionality of the production equipment.
11.4. Materials made available to the Supplier by the Purchaser may only be used by the Supplier for the production of the Purchaser's orders. The delivered material shall remain the property of the Purchaser until complete processing and delivery to the Purchaser. The Supplier shall be responsible for the careful storage of the materials supplied by the Purchaser.
11.5. The Supplier may not use the Purchaser's production facilities and supplied materials for orders placed with third parties without the Purchaser's written authorisation. Subcontracting of the production equipment to third parties is only permitted with the prior written consent of the Purchaser. The Supplier is prohibited from making duplicates of production equipment and supplied materials and associated documents for its own or third-party purposes and/or passing them on to third parties

12.1. The deliveries and services must comply with Swiss and EU safety and accident prevention regulations as well as the specifications, drawings and other information stated in the order and must be checked for this by the supplier. If authorisations are required under Swiss and/or EU law, these must be obtained by the supplier and submitted at the time of delivery.
12.2. The CE mark must be clearly visible. Declarations of conformity and declarations of incorporation, including the necessary accompanying technical documentation, must be supplied. The supplier is obliged to comply with both the EU Machinery Directive and the corresponding Swiss regulations.
12.3. Modifications to the aforementioned regulations due to changes in the law must be taken into account by the supplier independently until the transfer of risk.

13.1. The Supplier warrants that the delivered goods are free from defects in development and design, that the prescribed or, if not prescribed, suitable material is used, that the material used, the processing and assembly are free from defects and that all other requirements set out in the order and its enclosures are met.
13.2. The supplier shall notify SYMA-SYSTEM in good time prior to delivery of any changes in manufacturing processes, materials or vendor parts for delivery items, relocations of production sites, changes in procedures or facilities for testing the delivery items or other measures that may affect the quality and/or safety of the delivery items. Changes to the defined specifications may not be made without the consent of the Buyer.
13.3. All changes to the delivery items and product-relevant changes in the process chain must be documented by the supplier (including changes to drawings, process changes, changes to test methods and test frequencies, changes to suppliers, vendor parts and operating materials). The documentation on the product life cycle must be disclosed at the request of the customer.
13.4. In addition, the supplier guarantees - in addition to the quality and properties according to the order - that the delivered product is functional and complies with all regulations under both Swiss and EU law and that the necessary certificates of conformity and installation certificates and marks, accreditations, authorisations, certificates, etc. are available. Performance parameters specified by the Supplier shall be deemed guarantees.
13.5. The right to make further claims for damages shall be reserved in all cases.
13.6. The Supplier undertakes to keep spare parts available for the goods delivered by it for a period of 15 years.

14.1. The values for delivery quantity, mass, weight and quality of a delivery determined by the Purchaser during the acceptance test and/or the incoming goods inspection shall be binding. The Purchaser shall notify the Supplier in writing of any defects as soon as they are identified in accordance with the respective operational circumstances. The Supplier thus waives the defence of late notification of defects and unconditional approval. The Purchaser shall not be obliged to accept partial or excess deliveries that have not been agreed in writing.
14.2. With its notice of defects, the Purchaser shall set the Supplier a deadline for the free rectification of defects at the location specified by the Purchaser where the defective part is located or for the free delivery of defect-free replacement goods. If the deadline is not met, the Purchaser shall be entitled, without further notice, to remedy the defects itself at the Supplier's expense and risk or to have them remedied by a third party. If the defect is so significant that the goods are unusable for the Purchaser or that the Purchaser cannot reasonably be expected to accept them, the Supplier shall take back the goods at its own expense, refund the price paid to the Purchaser and reimburse it for the proven costs incurred in connection with the inspection of the goods and the unsuccessful attempts to rectify the defect. In any case, the Purchaser shall be entitled to deduct any reduced value of the defective part from the Supplier's remuneration.
14.3. If the delivery is made after default has occurred and the delivery is defective, the Purchaser shall be entitled, but not obliged, to carry out rectifications independently or have them carried out by third parties at the Supplier's expense without setting a deadline or giving prior notice if the Purchaser has an interest in immediate rectification due to the avoidance of its own default or other urgency.
14.4. The warranty period shall be 36 months, calculated from the transfer of risk, unless otherwise agreed in the order.
14.5. If the delivered goods are installed by the Buyer as a component in a product and the defect only becomes apparent during operation of the product, the Buyer may give notice of defects of any kind at any time until the expiry of the respective limitation period in deviation from Art. 370 CO. Otherwise, the Purchaser's warranty rights shall expire 24 months after the date of their installation in the product, but no later than 36 months after the date of transfer of risk.
14.6. In the event of a notice of defect, the Supplier shall reimburse the Purchaser for the costs incurred in connection with the rectification of the defect. If, in the Purchaser's opinion, it can be assumed that a defect is also present in other parts delivered by the Supplier, the Purchaser shall be entitled to carry out a recall or an exchange campaign for the part recognised as defective. The Supplier shall, at the Purchaser's option, repair or replace all parts already delivered at its own expense. This shall also apply if the warranty period has already expired and the defective parts are, in the opinion of the Purchaser, capable of damaging other objects or endangering the life and limb of persons. The Supplier shall also compensate the Purchaser for all damages incurred by the Purchaser as a result of such replacement.
14.7. The Purchaser may refuse to accept and pay for products as long as there are faults of any kind.
14.8. The warranty obligations for these parts shall begin anew with the repair or replacement of defective parts.
14.9. Defects in a delivery or service shall entitle the Buyer to withdraw from all contractual relationships with the Supplier that relate to the regular delivery of goods or the regular provision of services or work if there is a justified fear that errors or defects in a delivery or service will also have a lasting effect on other deliveries or services. This does not apply if the supplier can credibly demonstrate that errors of this kind are no longer to be feared in the future.

15.1. If the products delivered by the supplier in any way directly or indirectly damage the customer, its organs or employees, the supplier shall pay full compensation.
15.2. In the event of a claim against the customer in connection with a delivery, in particular due to a product liability law, the customer may disclose the name of the supplier to the claimant without further ado. In addition, SYMA-SYSTEM is entitled to full compensation and recourse claims for all costs and expenses resulting from such a claim against the supplier.
15.3. The supplier undertakes to take out product liability insurance with a sum insured of CHF 5 million, or the equivalent in another currency, per personal injury/property damage - lump sum - and to provide evidence of this at our request. If SYMA-SYSTEM is entitled to further claims for damages, these remain unaffected

16.1. The supplier warrants that no rights of third parties are infringed in connection with his delivery.
16.2. If claims are asserted against the customer by a third party due to infringement of property rights, the supplier is obliged to indemnify SYMA-SYSTEM in full against these claims upon first written request. The Buyer is neither entitled nor obliged to enter into any agreements with the third party, in particular to conclude a settlement, without the consent of the supplier.
16.3. The supplier's obligation to indemnify SYMA-SYSTEM relates to all expenses necessarily or reasonably incurred by SYMA-SYSTEM as a result of or in connection with the claim by a third party.

17.1. If the Purchaser provides parts to the Supplier, the Purchaser shall retain title thereto. Processing or transformation by the Supplier shall be carried out for the Purchaser.
17.2. If the item provided by the Purchaser is inseparably mixed with other items not belonging to the Purchaser, the Purchaser shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier shall transfer co-ownership to the purchaser on a pro rata basis. The Supplier shall hold the sole ownership or co-ownership for the Customer.

In principle, the Supplier shall only supply products from the European Union and from countries with which preferential agreements exist and shall, at the request of the Purchaser, submit long-term supplier's declarations for the products it purchases. If he is unable to do so, he is obliged to inform the customer of this immediately after receipt of the order.

Events of force majeure shall entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up time or to withdraw from the contract due to the unfulfilled part of the contract. Circumstances that make delivery significantly more difficult or impossible for us shall be deemed 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.

20.1. Should provisions of these GTCP be invalid, this shall not affect the validity of the remaining provisions.
20.2. The invalid provision shall be replaced by mutual agreement by a valid provision that corresponds to the economic purpose of the invalid provision. This shall apply accordingly if the Terms and Conditions of Purchase are invalid as a whole.

21.1. Unless otherwise stated in the order, the place of fulfilment is Kirchberg SG.
21.2. The place of jurisdiction for all disputes arising from the business relationship between the Supplier and the Customer is the registered office of the Customer (Switzerland). However, the Customer shall also have the right to sue the Supplier at the competent court of its registered office or at any other competent court

All legal relationships are subject to Swiss law.