These General Terms and Conditions apply to all deliveries and services of Asetronics AG (hereinafter "Asetronics"). Conflicting terms of the purchaser shall have no validity without the written consent of Asetronics.

All agreements and legally relevant declarations of the contracting parties must be in writing to be valid.

The contract with the purchaser comes into effect through written acceptance (order confirmation) by Asetronics.

Electronic signatures that conform to the state of the art and are provided in accordance with the respectively applicable laws are permitted and binding. They replace the physical signature where possible.

Should any clause of these terms be invalid, the validity of the other clauses shall not be affected. If a clause is invalid only in part, the remaining part shall remain valid. The parties shall replace an invalid clause with a valid substitute provision that most closely reflects the economic purpose of the invalid clause.

Assemblies supplied by Asetronics are RoHS-compliant (EU Directive 2011/65/EU on the restriction of the use of certain hazardous substances in electrical and electronic equipment), provided this is noted on the respective item or delivery position. Within the scope of RoHS, Asetronics already uses equivalent lead-free components that the manufacturer has defined as successors to leaded components (with or without a change in the manufacturer’s part number). Unless the purchaser objects within 8 working days, this arrangement shall be deemed accepted.

Scope of Deliveries and Services

The deliveries and services of Asetronics are conclusively listed in the order confirmation, including any attachments thereto.

Partial deliveries are permitted.

Excess or short deliveries due to manufacturing conditions are reserved. Excess or short deliveries of up to 10% of the order quantity are customary in the industry and constitute proper fulfillment of the contract. In the event of underdelivery of the order quantity, there is no entitlement to subsequent delivery of the shortfall.

Technical Documentation, Drawings, and Tools

Information in brochures and catalogs is non-binding.

Information in technical documentation is only binding to the extent that it is expressly guaranteed.

Each contracting party reserves all rights to drawings and technical documentation it has handed over to the other. The receiving party acknowledges these rights and will not, without prior written authorization from the other party, make the documents available to third parties in whole or in part, nor use them for purposes other than those for which they were provided.

Tools and aids of any kind, with the exception of those provided by the purchaser or paid for accordingly, remain in all cases the property of Asetronics.

With respect to tools and aids to be provided to Asetronics by the purchaser, special conditions shall be agreed; maintenance and servicing costs shall in all cases be borne by the purchaser; storage costs shall be borne by Asetronics, but for a maximum of two years after the last delivery.

Regulations in the Destination Country and Safety Devices

The purchaser shall notify Asetronics, at the latest by the time the quotation is prepared, of country-specific regulations and standards that relate to the execution of the deliveries and services.

In the absence of any other agreement, the deliveries and services comply with the regulations and standards applicable in Switzerland.

Prices

All prices are net, EXW (ex works, Incoterms latest edition), excluding packaging, in Swiss francs, without any deductions and without requalification testing in accordance with IATF 16949 or ISO 13485. All ancillary costs (such as freight, insurance, export, transit, import and other permits, taxes, fees and duties, etc.) levied in connection with the contract shall be borne by the purchaser, or reimbursed to Asetronics against corresponding proof if Asetronics has become liable for them.

Asetronics reserves the right to adjust prices if exchange rates or material prices change between the time of the offer and contractual performance. In such cases the price adjustment will be made in line with inflation.

An appropriate price adjustment will also be made if

• The delivery period is subsequently extended for any of the reasons stated under "Delivery deadlines" below, or
• The type or scope of the agreed deliveries or services has changed, or
• The design, material and/or execution changes because the documents supplied by the purchaser did not correspond to the actual circumstances or were incomplete and/or the purchaser notified Asetronics too late of regulations or standards as per the section on regulations.

For components that must be procured in a minimum packaging unit, Asetronics reserves the right to deliver and invoice the surplus components to the purchaser if no reorder takes place within 6 months from delivery (for contracts, this applies from the end of the contract term).

Payment Terms

Payments shall be made by the purchaser within 30 days from the invoice date, net, without any deductions.

Payment dates must also be met if transport, delivery, assembly, commissioning or acceptance of the deliveries or services are delayed or made impossible for reasons not attributable to Asetronics, or if insignificant parts are missing or if rework proves necessary that does not prevent the use of the delivery or service.

If the parties have agreed upon a down payment and the purchaser fails to make it in accordance with the contract, Asetronics is entitled, at its discretion, either to adhere to the contract or to withdraw from the contract. In both cases Asetronics reserves the right to claim damages.

If the purchaser is in default of payment, the purchaser shall owe default interest of 5% from the due date without reminder, and compensation for damages.

Set-off of mutual claims arising from or in connection with this contract is only possible with a recognized or legally established counterclaim.

Retention of Title

Title to the delivered items shall remain with Asetronics until the agreed price has been paid in full. If the purchaser is in default of payment, Asetronics is entitled to have the retention of title registered in the retention of title register at the purchaser’s expense.

Delivery Dates and Deadlines

Delivery shall take place at the contractually agreed time between the parties.

Compliance with the schedule by Asetronics presupposes due performance of the contractual obligations by the purchaser, in particular the purchaser’s obligations regarding payment and cooperation.

The delivery period may, in particular, be extended if: (i) Asetronics does not receive in good time the information necessary for fulfillment of the contract, or if the purchaser subsequently modifies such information; (ii) extraordinary circumstances occur which Asetronics cannot avert despite exercising due care, regardless of whether they arise at Asetronics, at the purchaser, or at a third party. Extraordinary circumstances include, in particular, epidemics, natural events, mobilization and war, significant operational disruptions, accidents, labor disputes, or late or defective delivery of the necessary raw materials.

Due to delays in deliveries or services, the purchaser may neither withdraw from the contract, nor claim a reduction or damages or other claims, unless there is unlawful intent or gross negligence on the part of Asetronics. Asetronics is not liable for unlawful intent or gross negligence of auxiliary persons.

If the purchaser is in default of acceptance, Asetronics is entitled to deposit the owed item at the purchaser’s cost and risk and thereby release itself from its obligation. Asetronics is further entitled to charge the purchaser the additional costs arising from the default of acceptance, in particular market-standard storage costs including interest.

Transfer of Benefit and Risk

Benefit and risk shall pass to the purchaser at the latest upon dispatch of the delivery ex works.

If shipment is delayed at the purchaser’s request or for other reasons not attributable to Asetronics, risk shall pass to the purchaser at the time originally intended for delivery ex works. From that time, the deliveries will be stored and insured at the purchaser’s account and risk.

Shipping, Transport, and Insurance

Special requests regarding shipping, transport and insurance must be communicated to Asetronics at the latest at the time of ordering. Transport takes place EXW (ex works, Incoterms latest edition) at the purchaser’s account and risk. Complaints in connection with shipping or transport must be addressed by the purchaser immediately upon receipt of the deliveries or the freight documents to the last carrier.

Insurance against any kind of damage is the responsibility of the purchaser.

Inspection and Acceptance of Deliveries and Services

Asetronics inspects the deliveries and services with customary due care prior to dispatch or after provision of the service. If the purchaser requires further inspections, these must be agreed separately and paid for by the purchaser.

The purchaser shall inspect the (partial) deliveries and (partial) services as soon as is feasible in the ordinary course of business and shall notify Asetronics of any defects without delay in writing. If the purchaser fails to do so, the (partial) deliveries and (partial) services shall be deemed approved. If defects only become apparent later, the purchaser must notify them immediately upon discovery; otherwise the delivery shall be deemed approved.

Asetronics shall remedy the defects notified to it in accordance with the foregoing as quickly as possible, and the purchaser shall give it the opportunity to do so. After remedy, an acceptance test shall take place at the request of the purchaser or Asetronics.

Due to defects of any kind in (partial) deliveries or (partial) services, the purchaser shall have no rights and claims other than those expressly specified in this section and in the section "Warranty, Liability for Defects".

Warranty, Liability for Defects

The warranty period is 12 months, subject to the surface processability of printed circuit boards, beginning with dispatch of the (partial) deliveries ex works. If shipment is delayed for reasons not attributable to Asetronics, the warranty period ends, at the latest, 12 months after notification of readiness for shipment. For parts replaced or repaired, the warranty period ends upon expiry of the original warranty period. The warranty lapses prematurely if the purchaser or third parties make improper changes or repairs to the delivered items, or if, upon occurrence of a defect, the purchaser fails to take appropriate measures to mitigate damage and does not promptly notify Asetronics of the defects in writing.

Upon the purchaser’s written request, Asetronics undertakes to repair or replace, at its discretion and as quickly as possible and at its own cost, all parts that demonstrably become unusable before the expiry of the warranty period as a result of poor material, defective design or faulty workmanship. The purchaser shall have no other claims. In particular, Asetronics shall not be liable for damage attributable to wear and tear, excessive stress, inadequate maintenance, disregard of operating instructions, and the like.

Liability for warranted characteristics shall be assumed only for those characteristics that are expressly designated as such in the order confirmation. Unless otherwise agreed, the warranty for warranted characteristics applies no longer than the warranty period. If the warranted characteristics are not fulfilled or only partially fulfilled, Asetronics is entitled, within a reasonable period, to carry out the necessary remedial work. If this remedy is unsuccessful, the purchaser is entitled to a reasonable reduction of the price.

For deliveries and services of subcontractors prescribed by the purchaser, Asetronics assumes no warranty.

For claims by the purchaser due to defective advice or the like, or due to breach of any ancillary obligations, Asetronics is liable only in cases of unlawful intent or gross negligence.

Warranty rights and defenses may not be assigned to third parties without Asetronics’ prior written consent.

The purchaser shall follow Asetronics’ instructions concerning the return of goods under warranty or for repair.

Software

Unless otherwise agreed, all program parts (software) are provided under a license. After full payment of the copy of the work, the purchaser acquires ownership of that copy and a non-exclusive, non-transferable license for the intended use for its own purposes, without the right to grant sub-licenses. The purchaser may neither pass on the software, nor decompile it, nor reuse it in any other way.

The content and scope of the license for software from third-party suppliers are determined by the license terms of the respective third-party supplier.

All other rights, in particular copyright with all related exploitation rights and powers, remain unrestricted with Asetronics or the respective third-party supplier.

The warranty for software is limited to such defects that cause unreasonable restrictions in the function of the goods supplied with the software. Asetronics undertakes to take reasonable measures to replace the software with defect-free software. The section "Warranty, Liability for Defects" applies accordingly.

Non-Performance, Poor Performance and Their Consequences

In all cases of poor or non-performance not expressly regulated in these terms, the purchaser is entitled, with the threat of withdrawal in the event of non-compliance, to set Asetronics a reasonable grace period for the affected deliveries or services. If this grace period expires unused due to the fault of Asetronics, the purchaser may withdraw from the contract with respect to these deliveries or services and demand the return of the corresponding portion of payments already made.

Any claim for damages is limited to 10% of the contract price of the deliveries and services for which the withdrawal is made.

Exclusion of Further Liability

All claims of the purchaser other than those expressly named in these terms, regardless of the legal basis on which they are asserted, are excluded. In no event shall the purchaser have claims for compensation for damage not occurring to the delivery item itself, such as in particular production downtime, loss of orders, lost profits, as well as other indirect or direct damage. These limitations do not apply in cases of unlawful intent or gross negligence on the part of Asetronics; however, they do apply to unlawful intent or gross negligence of auxiliary persons.

Return of Packaging Material and Disposal

The purchaser has no claim to the return of packaging material or to the disposal of products delivered by Asetronics.

Reusable packaging from Asetronics must be returned without prompting, carriage paid, cleaned and in perfect condition to Asetronics.

Proprietary Rights, Copyright

The purchaser shall ensure that goods manufactured by Asetronics according to the purchaser’s specifications do not infringe third-party intellectual property rights. If Asetronics is held liable by third parties for infringement of intellectual property rights due to the manufacture or delivery of such items, the purchaser shall indemnify Asetronics against all claims. Asetronics will conduct defense proceedings in such cases only if the purchaser, with a binding declaration to assume costs, requests Asetronics to do so. In such cases Asetronics is entitled to require appropriate security.

Jurisdiction and Applicable Law

The legal relationship is governed by Swiss law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Place of jurisdiction is Bern, Switzerland. However, Asetronics is entitled to bring action against the purchaser at the purchaser’s domicile.

Both parties shall endeavor to reach an out-of-court settlement in the event of differences.

Translation

In the event of any discrepancies between the English and the German version of these General Terms and Conditions, the German text alone shall be authoritative.

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