[Preliminary]

The following terms and conditions govern all sales contracts for goods and services commercialised or manufactured by our company. Terms and conditions other than those stated shall be binding on us after they have been accepted by us in writing.

ACCEPTANCE · All orders placed by a customer are accepted after receipt of a sales contract or a returned quotation duly completed and signed by the customer. Prices, delivery terms and any other indications are only valid if they are ratified by our company in an offer or an acceptance of order.

PRICE · Our prices are given net ExWorks. They do not include shipping costs, value-add, sales, use, excise or other similar applicable taxes. Any variation in the duty or importation costs, in forwarding agent costs, in exchange rate, which occurred between the date of ordering and the delivery date are liable to increase the price of the goods to the charge of the buyer. In case we would consent delivered prices for our customers, these prices should be understood as ExWorks prices to which transport costs and other additional costs are added. As a result, any variation in the amount of these costs would mean the revision of the delivered price.

DELIVERY TERMS · Delivery terms mentioned in our written or oral offers are given for information only. We dedicate our efforts to meet the deadlines for complete satisfaction of our customers. However, if we are not able to meet the delivery date, this cannot be subject to any appeal or compensation or discount. Force majeure and other events beyond our ability to control which may affect the efficient fulfilment of an order, particularly wars, fire, riots or civil commotion, strikes or labour disputes, transportation problems and operational breakdowns, shortage of materials and energy, delays by our suppliers, acts of governments as well as import and export restrictions shall entitle us to postpone the delivery date accordingly or, if the above-mentioned occurrences seriously affect fulfilment of the order or make it impossible, they will entitle us to cancel all or part of the order without any liability to the customer. The same shall apply notwithstanding the fact the said events occur at a time when we are in default. Shipment shall be made at the expense and risk of the customer. The latter shall not sign the delivery receipt without first inspecting the product.

LIMITED WARRANTY · Sumatronic warrants its products and those it has sold only to be free from defects in material and workmanship for a period of one year after the date of delivery to their place of first use by the buyer or by any people the latter would have designated as user. The warranty obligation does not cover the keyboard and mouse, as well as any component or element expressively excluded from our sales offers, quotations or bills. Within the period under warranty, any intervention of our staff in case of breakdown or anomaly in running process of the material is at our charge, except from transportation and accommodation costs of our technicians.

Products which have been subjected to abuse, misuse, alteration or unauthorised repair, installation, additions, improvements, attachment shall render this warranty null and void. The warranty shall also lapse if the customer fails to comply with our instructions for installation and handling of the item supplied.

This warranty does not cover damage to any item if, in our opinion, damage has been caused by :

– an accident or an improper operation

– particular risks and natural cataclysms such as sabotage, storm, lightning, flooding, earthquakes, etc.

– improper storage of the goods (poorly ventilated, poorly air-conditioned, dusty or dirty place)

– electrical fault or variation

– the addition of parts or improvements not manufactured by us

– negligence of the buyer causing abnormal wear and tear of the goods

Our company is not responsible for direct or indirect prejudice caused to the buyer, the employees or agents of the buyer, or to any other person, because of use, operation or non-operation of the material. Our company only intervenes in the field of technical competence ; the buyer is the only person responsible for checking that the material and system that we were asked to study, create or install meet all the standards and legal requirements in force. The present warranty replaces any other express or tacit warranty.

MAINTENANCE · Any intervention of our staff once the warranty has lapsed is billed according to the terms and conditions of our technical department. A contract for maintenance can be signed. In terms of software products, Sumatronic can maintain its own products and software. Sumatronic cannot be responsible for maintenance of other softwares or operating systems.

PAYMENT · Payment shall be made in accordance with the payment terms stipulated by us. Unless otherwise stipulated in the offer, the quotation, the order acceptance or the bill, we must receive payment for cash on delivery. When, for the definition of payment terms, there is a reference to the delivery date of material, this date cannot be delayed because of the inability of the buyer to ensure installation or use of the material. Non-payment of the material at the deadline and 10 days after formal notice by recorded delivery letter, will make the whole amount due for payment by the buyer to our company. In case of non-payment the sale will be settled by right if our company consent to. In this case, and if necessary, our company will be allowed to get back the material and to stop its running process, wherever it is located, at the buyer’s charge and risks. The amounts that were paid to our company will be kept as compensation, independently from prejudice and damages that could be required from the buyer.

In case our company would be compelled to involve in a contentious recovery procedure, for payment of delivery or payment for maintenance, all the costs such as recorded delivery mail, prosecution and procedure costs will be at the customer’s charge. In case of change in the customer’s situation, we reserve the right to require guarantees or to cancel the balance outstanding of the customer’s orders, even after an order has been partially filled.

JURIDICTION · The venue for all litigation arising out of the contract shall be entitled to institute legal proceedings before the Cantonal Court of Zug (Switzerland), which has jurisdiction over the foregoing terms and conditions, whatever the case and for any place of delivery and means of payment. The cancellation of one of the clauses does not cancel the contract. The following terms and conditions govern all sales contracts for goods and services commercialised or manufactured by our company. Terms and conditions other than those stated shall be binding on us after they have been accepted by us in writing.