General Terms and Conditions of Alfred Imhof AG Antriebstechnik

1. General and Validity

An agreement between Alfred Imhof AG (hereinafter referred to as "Imhof") and the customer shall only come into effect with legal validity upon delivery of a written order confirmation from Imhof.

Deliveries and services from Imhof shall be made exclusively on the basis of the relevant order confirmation and these GT&Cs. Customers' contradictory terms and conditions (in particular terms and conditions of purchase or procurement) as well as deviations from these GT&Cs, shall only be valid if they are expressly acknowledged by Imhof in writing.

The customer undertakes to send Imhof all information and documents that Imhof requires or may require for the provision of the contractually agreed service. The order confirmation must be verified by the customer as representing an accurate rendering of the information provided, and any deviations must be reported to Imhof in writing without delay.

Imhof may include the technical information, provided by the customer, in its work without further verification. The Parties reserve the right to make a deviating written agreement.

2. Prices and Terms of Payment

The prices stated in the order confirmation from Imhof are authoritative. These prices are understood to exclude packaging, insurance, transportation and value added tax, unless agreed otherwise.

The customer must pay the amounts invoiced by Imhof within 30 days of invoicing without any deduction. If this payment deadline is not met, the customer shall be regarded to be in default of payment, without requiring any further reminder. The customer expressly waives the right to offset any receivables it may be entitled to from Imhof against receivables that Imhof claims against the customer.

If the goods delivered by Imhof come under the ownership of the customer before payment and if the customer is in default of payment, Imhof shall be entitled to withdraw from the agreement and to demand that the goods handed over be returned.

3. Reservation of Title

Imhof is authorized to register a reservation of title for the goods delivered by it until full payment of the amount invoiced by it.

The customer shall notify Imhof of any change in domicile, if such is made before full payment of the amount invoiced.

4. Place of Performance and Delivery Deadlines

The place of performance or delivery for all deliveries and services of Imhof shall be at the registered office of Imhof. Provision of the goods at this location shall be deemed as delivery.

Unless agreed otherwise, the delivery and service deadlines specified by Imhof shall be non-binding.

If a delay has occurred to delivery and service deadlines agreed as binding, and Imhof is not responsible for this delay, Imhof shall be entitled to an extension to the agreed deadlines in accordance with the delay. If the delay lasts longer than three months, the customer shall have the right to withdraw from the agreement, subject to setting a period of grace of at least 14 days.

5. Acceptance

The customer undertakes to examine and test the goods delivered for defects immediately on receipt. Any defects detected in this process must be reported to Imhof without delay and in writing.

6. Transfer of Risk

The risk relating to the goods to be delivered shall be transferred to the customer as soon as the customer has been notified that the goods have been made available at the place of delivery in accordance with Item 4 above. If transportation is additionally agreed for the goods to be delivered, the risk shall be transferred as soon as the goods are handed over to the persons executing the transportation, regardless of who executes the transportation.

7. Warranty, Liability

The warranty liability period is 24 months. The customer is entitled to free rectification or replacement of the goods at Imhof’s option. The rectification shall take place at the registered office of Imhof, while the transportation necessary for this and the costs associated with the transportation shall be borne by the customer. The customer shall only have a right to withdraw from the contract after two failed rectification attempts. Compensation due to customer withdrawal is excluded. Warranty claims are not allowed to be assigned to third parties by the customer.

Information from Imhof on the properties and potential uses of the products and services offered by it is based on the general experience and knowledge of Imhof, and does not contain any guarantees within the meaning of an assured property. The product specifications as well as any explicitly agreed performance characteristics/applications do not release the customer from its responsibility to check or test the technological and legal qualification for the intended use of the product.

Liability for any personal injuries, damage to equipment or property or financial losses, including both direct and indirect damage such as lost profits or damage due to delayed, wrong or otherwise incorrect delivery, shall be excluded to the legally permissible degree.

8. Non-Assignment Clause

The customer shall not be authorized to assign its claims against Imhof in full or in part, nor may the customer assign to a third party a contractual relationship entered into with Imhof, either in full or in part. Written approval from Imhof remains reserved in both cases.

9. Choice of Law

Swiss law applies exclusively to all contractual relationships between Imhof and the customer - and consequently also to deliveries or services to or in foreign countries.

If any provisions of these GT&Cs are or become legally invalid or unenforceable in full or in part, the validity of the other provisions shall not be affected.

10. Place of jurisdiction and applicable law

Place of jurisdiction for all disputes arising from the contractual relationship between Imhof and the customer, shall be the registered office of Imhof in 4142 Münchenstein (Switzerland).

Last amended: 09/2017