General Terms and Conditions

I. General Provisions & Scope

1. These General Terms and Conditions (hereinafter “GTC”) apply to all contracts concluded between you as the customer (hereinafter “Customer” or “Purchaser”) and us, SwissBeltService GmbH, Sägeweg 15A, CH-4304 Giebenach, as the seller (hereinafter “we”, “SwissBeltService GmbH” or “Seller”).

2. We do not recognize any terms and conditions of the Purchaser that conflict with or deviate from our GTC unless we have expressly agreed to their validity in writing. Even if we refer to a letter containing terms and conditions of the Purchaser or a third party or referring to such, this shall not constitute our consent to their applicability. Our GTC shall also apply if we carry out delivery or performance to the Purchaser without reservation despite being aware of conflicting or deviating terms and conditions of the Purchaser.

3. The written purchase agreement, including these GTC, shall exclusively govern the legal relationship between us and the Purchaser. It fully reflects all agreements between the contracting parties concerning the subject matter of the contract. Oral statements made by us prior to the conclusion of this contract are legally non-binding; oral agreements between the parties are replaced by the written contract unless expressly stated otherwise.

4. Amendments and modifications to the agreements made, including these GTC, must be in writing to be effective. Transmission by telecommunication, in particular by fax or email, is sufficient to comply with the written form requirement, provided that a copy of the signed declaration is transmitted.

5. These GTC shall also apply to all future deliveries, services and offers to the Purchaser, even if not separately agreed again.

II. Offer and Conclusion of Contract

1. If your order qualifies as an offer within the meaning of Art. 5 Swiss Code of Obligations (CO), you shall be bound by your order for two weeks. The contract shall become binding if we accept your order within this period.

2. Offers made by the Seller are subject to change and non-binding unless expressly designated as binding or containing a specific acceptance period.

3. We reserve ownership and copyright rights to illustrations, drawings, calculations, brochures, other documents or data carriers, models, molds and other devices. These may not be made accessible to third parties, published, used or reproduced without our prior written consent. If no order is placed with us, all such documents must be returned immediately upon request and copies destroyed.

4. Samples, documents or other data carriers provided by the Purchaser will be returned at the Purchaser’s expense upon request after completion of the order or, if no order is placed, upon request. If return is not requested within three months, we may destroy them.

5. Information provided by us regarding the subject matter of delivery or service (e.g., weights, dimensions, performance values, load capacity, tolerances and technical data) as well as representations thereof are only approximate unless exact conformity is required for the contractual purpose. They do not constitute guaranteed characteristics but descriptions. Commercial deviations, legal adjustments, technical improvements and replacement of components with equivalent parts are permissible provided usability is not impaired.

III. Prices – Terms of Payment

1. Our prices apply to the scope of services and deliveries specified in our quotations or order confirmations. Unless otherwise stated, prices are ex works, excluding packaging, freight, customs duties, import charges and VAT, which will be invoiced separately.

2. Discounts require a separate written agreement.

3. If we undertake installation or assembly, the Purchaser shall bear all additional necessary costs such as travel expenses, transport and daily allowances unless otherwise agreed.

4. Unless otherwise stated, the purchase price is payable without deduction within 30 days from the invoice date. The date of receipt by us is decisive. We do not accept payment by cheque. In case of late payment, interest of 5% per annum shall apply. Further claims for damages remain unaffected.

5. The Purchaser may only offset counterclaims that are legally established, undisputed or acknowledged by us. A right of retention is only permissible if based on the same contractual relationship.

6. We are entitled to execute outstanding deliveries or services only against advance payment or security if circumstances become known after conclusion of the contract that are likely to significantly reduce the Purchaser’s creditworthiness.

IV. Delivery Period – Obligation to Accept

1. Deliveries are ex works.

2. Delivery periods and dates are approximate unless expressly agreed as binding. If shipment is agreed, delivery periods refer to the time of handover to the carrier.

3. Delivery periods commence only after clarification of all technical issues and fulfillment of the Purchaser’s obligations (documents, advance payments, etc.). If the Purchaser fails to fulfill obligations in time, delivery periods shall be extended accordingly.

4. We are not liable for delivery impossibility or delays due to force majeure or unforeseeable events beyond our control (e.g., operational disruptions, material shortages, strikes, transport delays, official measures, supplier failures). In case of non-temporary hindrance, we may withdraw from the contract. Claims for damages or withdrawal due to delay are excluded.

5. In call-off orders without defined quantities or deadlines, we may demand specification within three weeks; otherwise we may withdraw.

6. The Purchaser may not refuse acceptance due to insignificant defects or minor quantity deviations.

7. Partial deliveries are permitted if usable for the contractual purpose, remaining delivery is ensured, and no significant additional costs arise.

8. Liability for delay is limited in accordance with Section IX.

V. Place of Performance – Shipment – Transfer of Risk

1. Place of performance is our registered office in Giebenach, Canton Baselland, Switzerland.

2. We determine packaging and shipping method at our discretion unless otherwise agreed.

3. Risk passes to the Purchaser upon handover to the carrier.

4. If acceptance is delayed, we may claim damages and storage costs (0.5% per month, max. 5%).

5. Insurance is only provided upon request and at the Purchaser’s expense.

VI. Installation – Assembly

Unless otherwise agreed:

The Purchaser shall provide at its own expense all necessary preparatory work, utilities, facilities, storage rooms, protective equipment and required information.

Delays not attributable to us shall be borne by the Purchaser.

Acceptance is deemed given if installation is completed and no significant defect preventing use is notified within the specified period.

Assembly costs are borne by the Purchaser.

VII. Warranty – Material Defects

1. Warranty period for commercial customers: one year from delivery or acceptance.

2. No warranty for insignificant deviations, normal wear, improper use or unauthorized modifications.

3. Goods must be inspected immediately. Notice of defects must be given in writing within seven working days.

4. We are entitled to remedy defects or provide replacement at our discretion.

5. Claims for damages are subject to Section IX.

6. Delivery of used goods is excluded from warranty.

VIII. Warranty – Legal Defects

1. We warrant that delivered goods are free from third-party intellectual property rights in the country of delivery.

2. In case of infringement, we may modify, replace or provide a license. Otherwise, the Purchaser may withdraw or reduce the purchase price.

3. Claims are subject to Section IX limitations.

IX. Liability for Damages

1. Liability is limited as set forth below.

2. No liability for slight negligence except for essential contractual obligations.

3. Liability is limited to foreseeable damages typical for the contract.

4. In case of slight negligence, liability for property damage is limited to CHF 10 million per case.

5. Exclusions also apply to employees and representatives.

6. Free advisory services are provided without liability.

7. No limitation applies in cases of intent, guaranteed characteristics, injury to life, body or health, or under product liability law.

X. Intellectual Property

If deliveries are made according to the Purchaser’s specifications, the Purchaser warrants that no third-party rights are infringed.

XI. Retention of Title

1. We retain ownership until full payment of all claims.

2. In case of breach, we may reclaim goods.

3. The Purchaser must insure and handle goods with care.

4. Claims from resale are assigned to us as security.

5. In case of processing, we acquire co-ownership proportionally.

6. Securities shall be released if exceeding claims by more than 10%.

XII. Applicable Law – Jurisdiction

1. Swiss law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2. Exclusive place of jurisdiction is Giebenach (BL), Switzerland.

3. Invalid provisions do not affect the validity of the remaining provisions.

4. Gaps shall be filled by provisions reflecting the economic intent of the contract.

Note: The Purchaser acknowledges that we store contract-related data for processing purposes and may transfer such data to third parties where necessary for contract performance.

Status: 11.02.2026