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These general terms and conditions of sale and delivery (AVL) of Tavadec SA, CHE106.275.352 (hereinafter "Tavadec" or "we"), are binding for all services and deliveries of goods carried out by Tavadec. Under no circumstances are they intended for the execution of works or the provision of services.


1. Application

Provided that these terms and conditions have not been amended or supplemented by written agreements, they shall have absolute validity for all sales contracts. Other provisions and conditions contained in the customer's documents are only valid after prior written acceptance by us.


2. Offers

All our offers are non-binding and valid for 3 months. By accepting a quotation or an order, the customer accepts these GTC. We reserve the right of ownership and copyright to drawings and other documents produced by us and the copyright to models. They may not be used or made accessible to third parties without our consent.

3. Conclusion of a contract by order confirmation

An order is only valid if it has been accepted by us and confirmed in writing (conclusion of contract). The delivery itself is also regarded as an order confirmation which defines the grounds for the contract. Each order must be accompanied by the corresponding drawings with legible dimensions and tolerances. Unless otherwise requested by the customer, the tolerances customary in the trade and the respective DINs in force shall apply.


4. Prices and terms of payment

Unless otherwise agreed, prices are quoted in Swiss francs (CHF), net, ex works (EXW CH-2710 Tavannes, Incoterms 2010), excluding insurance, packaging and VAT. The prices are fixed; however, Tavadec is entitled to adjust the prices for deliveries not yet made when the relevant calculation bases are changed, in particular when currencies are changed. Invoiced amounts are payable within 30 days of the invoice date, net and without discount or other deductions. Any discount charges and bank charges shall be borne by the customer. Any counterclaims of the customer may not be offset against our claims. The assignment of claims against us is not permitted. Payments are to be made irrespective of any default in delivery or counterclaims. Withholding payment is not permitted. We are entitled to refuse to rectify any defects as long as the customer has not fulfilled his payment obligation. The purchase price is also payable if the customer is in default of acceptance. In the event of failure to meet the payment deadline, the Customer shall be in default of payment without notice of default from Tavadec. In the event of late payment, we reserve the right to charge interest on arrears at the discount rate of the Swiss National Bank plus 5%. A reminder fee of CHF 20.00 will be charged for each reminder. In the event of any payment arrears or liquidity problems on the part of the Customer, Tavadec is entitled to demand advance payment for further deliveries and to deliver only against advance payment, even if other terms of payment and delivery were agreed at the time the contract was concluded, without itself falling into arrears. In the event of late payment by the Customer, all of Tavadec's claims against the Customer shall fall due immediately. Failure to comply with the terms of payment shall entitle Tavadec to withdraw from the contract and claim damages. Tavadec shall also be entitled to withdraw from the contract and demand the return of the Customer's goods if title to such goods has passed to the Customer prior to payment of the purchase price. The customer has no right of retention.


5. Tools

The contribution to tooling costs is calculated separately from the price of the parts. It is payable within 30 days of the invoice date for standard tools, but within 10 days of order confirmation for special tools invoiced on confirmation. The tool remains our property and in our possession even if the customer has contributed to the tooling costs. We will bear the costs of maintenance and appropriate storage, while the customer will bear the costs of refurbishment and changes to drawings. If no new orders are placed within five years, we are entitled to destroy the tools.


6. Reservation of ownership

The goods delivered remain our property until they have been paid for in full. Tavadec is obliged to take back the products; the customer is obliged to return them. The property of Tavadec shall not be lost in respect of products processed or resold by the customer; co-ownership of the new goods shall be acquired in the amount of the outstanding invoice. The customer retains co-ownership for Tavadec. The customer must insure and properly maintain the products at his own expense until full payment has been made. The customer shall also take all measures to ensure that Tavadec's right of ownership is not impaired or cancelled. Upon conclusion of the contract, the Customer shall in any event transfer its claims from resale to Tavadec. The Customer shall be entitled to collect these receivables once they have been transferred. This shall not affect Tavadec's right to collect the receivables itself; however, Tavadec undertakes not to collect the receivables as long as the Customer fulfils its payment obligations normally and is not in arrears with payments. If this is the case, Tavadec may request that the Customer inform Tavadec of the assigned claims and the creditors, provide all data required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. The Customer is obliged to participate in the measures necessary to protect Tavadec's property. In particular, upon conclusion of the contract, the Customer must agree to Tavadec entering the retention of title in the register of retention of title agreements. The Customer may neither pledge the delivered products nor assign them by way of security. In the event of seizure and confiscation or other dispositions by third parties, the Customer is obliged to inform Tavadec immediately and to provide it with all information and documents that are necessary for the preservation of its rights. Police officers or third parties must be informed of Tavadec's right of ownership.


7. Delivery times

We always endeavour to meet our delivery deadlines, but we cannot provide any guarantee in this respect. The delivery period shall be appropriately extended if obstacles arise which Tavadec cannot easily avoid (such as in particular strikes and lockouts), irrespective of whether these obstacles occur at our premises or at one of our suppliers. Any damage caused by delay is limited to the value of the delivery. Indirect damage caused by delay, costs of cover purchases, loss of earnings and damage caused by business interruption are expressly excluded. Cancellation of the contract by the purchaser due to a delay in delivery is excluded.


8. Shipping

For all our goods deliveries - even for free shipping - the recipient assumes all transport risks.


9. Partial, additional and insufficient deliveries

We reserve the right to make partial deliveries. Additional or short deliveries of up to 10% of the total volume of deliveries are permitted and will be included in the invoice.


10. Modification of orders by the customer

If the customer modifies the order (dimensions, number of parts), the customer must bear the costs of the pre-machined or finished parts and the raw material. Machining costs are also invoiced to the customer.


11. Checks and complaints

Immediately after receipt, the customer must check all deliveries in detail for suitability and functionality as well as for quantity deviations outside the tolerances customary in the industry. Any complaints must be sent to us in writing immediately, at the latest within ten (10) days of receipt of our delivery, and must contain a detailed description of the defects found (any evidence must be enclosed). The obligation to inspect and complain is not limited to visible defects. In the absence of such a complaint of defect within the complaint period, the products shall be deemed to be faultless in all their functions and the delivery shall be deemed to have been accepted. Returns due to statistical checks will only be accepted if the basis for the checks has been duly approved by both parties and if written authorisation for the return has been given to the customer.


12. Warranty, liability for defects

In principle, the statutory warranty regulations apply, subject to the following provisions: All warranty claims on the part of the customer presuppose a timely and valid complaint of defects in accordance with point 11 (complaints) and expire after a period of three months from the transfer of profit and risk. The only promised qualities are those explicitly described as such in the specifications and drawings. Excluded from the warranty and liability of Tavadec are damages which cannot be shown to have been caused by faulty materials, faulty construction or faulty workmanship, e.g. as a result of natural erosion, wear and tear, or as a result of the use of incorrect materials. Tavadec shall not be liable for any damage that cannot be proven to have been caused by faulty materials, faulty construction or faulty workmanship, e.g. as a result of natural erosion, inadequate maintenance, transport, failure to observe the operating instructions, excessive stress, use of unsuitable operating equipment, chemical or electrolytic influences, manufacturing or assembly work not carried out by Tavadec, or for any other reasons for which Tavadec cannot be held liable. Tavadec does not grant any warranty for products or semi-finished products delivered by third parties or for the compliance of products with public or private law standards or the standards of professional associations at the place of delivery or destination. If the delivered goods prove to be defective and if Tavadec is obliged to assume a guarantee under the conditions described above, Tavadec shall in any event be entitled to make a replacement delivery or a subsequent delivery within a reasonable period ex works (EXW CH- Page 5 of 6 2710 Tavannes, Incoterms 2010) or to accept the reduction in value of the delivered goods or to subsequently remedy the defects in the product. Any other claims on the part of the customer due to a defective delivery, in particular damages, consequential damages and rescission, are excluded. Replacement by third parties at Tavadec's expense is also excluded. If Tavadec decides to remedy the defects notified to it, the Customer must give Tavadec the opportunity to do so. Defective parts are to be returned to Tavadec - at Tavadec's request and only with Tavadec's express consent - at the Customer's expense in the condition in which they were delivered, if possible in the original packaging. The Customer shall not be entitled to any additional rights or claims on the grounds of material, construction or workmanship defects or the lack of a guaranteed property.


13. Cancellation of the order by the customer

Cancellation of an order during the manufacturing process can only be accepted if the customer agrees to pay for the parts that have already been manufactured or pre-machined, as well as the costs of materials, development costs and tooling costs, as well as the charges generated by the cancellation.

14. Order cancellation by Tavadec

In the event of force majeure or special circumstances beyond our control, we reserve the right to terminate the contract without any claim for damages from the customer..


15. Patent infringement and violation of third-party rights

If the customer explicitly instructs us to carry out the order, he guarantees to respect the rights of third parties, whatever their nature. The customer undertakes to indemnify us against all third-party claims arising from such infringement.


16. Liability for ancillary obligations

With regard to the use of the goods supplied by us and the execution of the parts ordered, although we inform and advise our customers to the best of our knowledge and belief, we accept no liability for the suitability and proper use of the goods.


17. Exclusion of other responsibilities of Tavadec

Insofar as there are no other provisions on liability elsewhere in these provisions, Tavadec is only obliged to compensate the Customer for damage suffered directly as a result of a defective delivery or for any other reason for which Tavadec is liable as follows: Tavadec's liability for damage in all respects remains limited to the value of the delivery and necessarily assumes that Tavadec is liable for the damage caused. The obligation to pay compensation is excluded insofar as the Customer has effectively limited the liability to his purchasers or could have limited the liability but failed to do so. The customer is obliged to agree limited liability to third parties insofar as this is permitted by law, including in favour of Tavadec. Claims by the customer are excluded insofar as the damage is attributable to non-observance of the operating, maintenance, installation and assembly instructions, inappropriate or incorrect use, incorrect or negligent handling, natural wear and tear or incorrect repair by the customer. Page 6 of 6 Tavadec is only liable for the Customer's measures to prevent damage (e.g. recall campaigns) to the extent that it is legally obliged to do so. The Customer shall inform and consult Tavadec immediately and in full if it intends to implement such measures. The customer must give Tavadec the opportunity to investigate the claim. The basic principles set out here are to be applied accordingly insofar as there is no insurance or insufficient insurance. Product liability on the part of Tavadec is excluded to the extent permitted by applicable law. All cases of breach of contract and their legal consequences as well as the customer's claims - irrespective of the legal basis - are exhaustively regulated in these terms and conditions. In particular, any claims for damages, price reductions, cancellation or termination of the contract that are not expressly formulated are excluded. Under no circumstances may the customer claim compensation for damage that has not been caused to the delivered item itself, such as, in particular, loss of production, loss of profits, loss of orders, loss of earnings or any other direct or indirect loss.


18. Changes to the general terms and conditions of sale and delivery

The General Terms and Conditions of Sale and Delivery are valid in their current version at the time the contract is concluded. Subsequent amendments or additions to these general terms and conditions of sale and delivery form an integral part of the contract if the customer does not object to the amended provisions within 30 days of being informed of them.


19. Changes to the general terms and conditions of sale and delivery

In the event of a dispute, Swiss substantive law alone shall apply, to the exclusion of the provisions of private international law (only Art. 116 IPRG, which explicitly permits an express choice of law such as the present choice of law, shall not be affected by this exclusion) and to the exclusion of the so-called Vienna Convention on Contracts for the International Sale of Goods CISG. The place of jurisdiction is the registered office of Tavadec.

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