Thür + Co. AG Spring Factory Conditions of Sale, valid from July 2008

1. Quotation
All quotations are non-binding and typically valid for 2 months; deviating validity terms shall be specified in the quotation. We retain ownership of technical documents and samples prepared by us, and these must not be duplicated or made accessible to third parties without our consent. They and the quotation must be treated as confidential. If no corresponding order is placed, we shall be entitled to demand that these documents are returned. We shall only return documents such as drawings, drafts, data files etc. provided to us for purposes of quotation upon express request; otherwise, we shall archive destroy them after the expiry of one year.

2. Conclusion of contract
The supply agreement shall be deemed concluded once the received order is confirmed by letter, facsimile or email or if it is not cancelled within 5 days. Only the details in the order confirmation shall be decisive for the scope and execution of the order. Unless specifically agreed otherwise, the contract shall be performed in accordance with the applicable DIN or ISO standards and quality grade 2.

3. Prices
Unless agreed otherwise, prices are non-binding and stated net ex works exclusive of VAT and packaging. Incidental costs such as freight, insurance, permits, notarisations, as well as taxes, duties and other charges shall be borne by the Buyer.

4. Delivery time
The delivery time shall commence with the conclusion of contract; however, not before the receipt of the documents to be supplied by the Customer. While the Customer will be informed if the delivery time is exceeded, it shall not be entitled to reject the goods, receive compensation or cancel the contract.

5. Due diligence obligations
We undertake to treat tools, apparatuses, raw materials and semi-manufactured goods provided to us to fulfil the contract with utmost care. These shall be returned or stored as agreed in the order.

6. Quantity tolerance
We are entitled to supply quantities and weights deviating by up to 10% from those specified in the quotations and orders, both as excess and short deliveries. Any minimum and/or maximum quantities must be stated specifically when the order is placed.

7. Packaging, transport and insurance
Unless agreed otherwise, packaging is charged and not accepted back by us. However, it is has been declared our property, it must be returned postage paid to the delivery address within 4 weeks. Even if delivery postage paid to the destination has been agreed, transport shall be at the Customer’s risk. The Customer must address complaints in relation with the transport to the final carrier without delay upon receipt of the delivery or freight documents. The Customer shall be responsible for insurance against damage of any type. Even if we have to take out such policy, this shall be for the account and at the risk of the Customer.

8. Payment terms
Unless agreed otherwise, our invoices are payable net without deductions within 30 days from the invoice date. Failure to meet this deadline shall entitle us to charge default interest based on the usual interest rates, but at a minimum rate of 5% p.a. This interest can also be charged if ordered goods are not accepted on schedule. The obligation to contractual payment shall not be affected by payment of the default interest.

9. Retention of title
We shall retain the title to our delivery until full payment is made. The Customer must cooperate in measures required to protect our property.

10. Tools and apparatuses
Cost components for tools and apparatuses are always billed separately from the value of the goods. They are payable with the shipment of patterns or, if no such patterns have been requested, the first goods delivery. Advance payment towards the cost component may be required upon order placement. By paying cost components of tools and apparatuses, the Customer acquires the exclusive right to the parts manufactured with these but not a claim to these tools; they shall remain our property and in our possession. The Customer shall bear tool replacements and changes. The Supplier reserves the right to dispose of the tools after informing the Customer if no subsequent orders are places within 5 years.

11. Inspection of delivery
We inspect the delivery during production in accordance with our internal guidelines. Further or specific tests and/or test or material certificates must be agreed in writing when the order is placed.

12. Warranty
We undertake, at our choice, to repair or replace all parts verifiably defective or unusable due to poor material or defective execution as quickly as possible, or to credit the corresponding value of the goods. Replaced goods shall become our property. Any further warranty, e.g. for consequential damage, shall be excluded. The Customer shall not be entitled to compensation or cancellation of the Contract, either. The warranty period shall be 3 months, commencing with the dispatch of the delivery ex works. The warranty shall exclude damage caused by natural wear, inadequate maintenance, failure to observe operating instructions, excessive loading, use of any unsuitable material, influence of chemical or electrolytic action, building or erection work not undertaken by us, or other reasons we are not answerable for.

13. Complaints
Complaints relating to quantity, weight and quality of the goods can only be considered if filed within 10 days after receipt of delivery. We shall provide the same remedies for complaints as for warranty claims (Section 13).

14. Framework agreements/call orders
Unless agreed otherwise, framework agreements/call orders must be accepted within one year from the date of order confirmation. After the grace period set by us expires fruitlessly, we shall be entitled to charge advance payment of the invoice amount for goods not accepted within this period plus storage costs of at least 1% of the value of the goods not called off per month. The same shall apply mutatis mutandis for any delay in acceptance by the Customer.

15. Change of contract by the Customer
If the Customer amends the active order (quantity, dimensions, material, etc.), we shall be entitled to bill any parts already produced, as well as any raw materials and semi-manufactured goods no longer usable for the amended contract.

16. Cancellation
Orders placed can only be cancelled with our agreement. The Customer undertakes to reimburse us for all costs effectively incurred by us if it withdraws from the contract. We have the right to withdraw from the contract without further obligation if extraordinary events outside our control occur which make our fulfilment of the contract impossible.

17. Patents/copyrights
The Customer hereby undertakes to indemnify us against all third-party claims that may arise from an infringement of patent, utility model or other property right or copyright.

18. Binding nature
These Conditions of Sale are binding if declared applicable in the quotation or order confirmation. Deviating terms of the Customer shall only be valid insofar as we have expressly confirmed this in writing.

19. Place of performance, applicable law, place of jurisdiction
The place of performance for all obligations of the Parties shall be 8305 Dietlikon, Switzerland. The legal relationship concerning all deliveries shall be governed by Swiss law. The place of jurisdiction shall be the competent court at the headquarters of Thür + Co. Spring Factory.