General Terms of Business and Delivery of Mesotronic Computer AG (mesotronic ag)
vom 1.7.2012

1. Scope of Application

These following terms are the fundamental principles of business connections between Mesotronic Computer AG as provider and the Client, if not differently agreed in writing. The conditions are also valid for individual orders within the scope of business of the parties.
Different or additional provisions, including a Client's general terms of business, shall apply only if agreed in writing by Mesotronic Computer AG and the Client. No amendments or changes to these terms shall be effective unless made in writing.
Apart from that, the Swiss Code of Obligations shall be valid.

2. Confidentiality / Intellectual Property

Mesotronic Computer AG will retain all right, title and interest in and to all documents, especially to offers, verifications, bills, program descriptions and their attachments. The Client is not allowed to copy those documents or to pass those to Third Parties without permission in writing. The Client shall not use the offers to produce the offered product by himself.
In case of a breach of contract, the Client or the provider is obliged to pay a penalty for breach of contract of at least SFr. 15,000.00. The damage has to be paid in full, if the occurred damage is higher than the penalty for the breach of contract.

3. Offers

The offers, brochures, price lists, graphics, images etc. of Mesotronic Computer AG are nonbinding. Only the order confirmation shall be mandatory for the delivery commitment. New contracts and sales are only valid with the written confirmation of Mesotronic Computer AG.

4. Prices

The price shall be for delivery ex factory and unpacked, if not differently agreed in writing. Other agreements remain reserved. Mesotronic Computer AG is allowed to transfer price changes if surcharges from the supplier, additional fiscal charges, tariff increases, rise of carriage costs, fluctuations of currencies, etc. arise between the time of order and delivery. The latest price lists are applicable for the performance, especially the professional fee for work, travel time and expenses of Mesotronic Computer AG, if not agreed differently.

5. Payment

The bills have to be paid within 10 days, strictly net and without discount, if not agreed differently. If the payment deadline expires, the delay arises automatically without any specific reminder. The interest of delay is 5 % p.a. and can be adjusted to the market and to the latest interest rates of the banks without notice. Additional fees for sending reminders are owed; the fees of several reminders are being accumulated.
The delay of payment is not allowed if only unessential parts of the orders or warranty claims from Mesotronic Computer AG or suppliers are missing.
In case of a default of acceptance, the whole price of the project is due instantly.

6. Retention of Ownership

All delivered products, appliances and software remain the sole and exclusive property of Mesotronic Computer AG as long as any payment is still outstanding and due to Mesotronic Computer AG.

7. Terms of Delivery

The terms of delivery are agreed on the usual and probable process of manufacturing. Mesotronic Computer AG can not be held responsible for the delay of manufacturing. The resignation of contract should be excluded. If a prepayment is agreed, the period of time starts with the entry of payment.

8. Packaging

If not included, the packaging is billed for the net cost price.

9. Shipping

The shipping takes place at the risk of the recipient, even if the delivery is free of carriage. The recipient has to make all claims out of damage, loss or delay of the shipping against the carrier at acceptance of goods. If the delivery is error-free, there is no right to return. There is no sending of samples.
Payment options for shipping: delivery with bill for merchandise value up to SFr. 100.- (higher merchandise values only for known customers) otherwise delivery with charge forward.

10. Installation / Activation

If installation and / or activation are in the price included or if a flat price is agreed therefore, all preliminary work has to be done at the arrival of Mesotronic Computer AG's staff. This includes for software especially the licence terms and the rights for trademark protection of particular manufacturer. Mesotronic Computer AG declines all responsibility for accuracy, completeness and indemnity of the customer data, which were processed by the Mesotronic Computer AG's delivered software products. The same applies if Mesotronic Computer AG has made changes in software or forms for the Client.

11. Notice of Defects /Claims

The Client hast to bring complaints to notice for missing parts, including visible defects, within 8 days after arrival of the shipment at the place of destination.

12. Blanket Purchase Orders

Blanket purchase orders are possible only within a specific time range. If the goods are not ordered within the agreed period, Mesotronic Computer AG is allowed to bill, to cancel the order or to extend the period.

13. Further Services

Additional hardware, software and services to fulfill the contract are charged to the latest hourly rate after the job execution according to the general terms.

14. Terms of Redemption

There is no right of withdrawal.

15. Warranty

Mesotronic Computer AG grants exclusively the warranty of the manufacturer of the hardware and software. Guarantees can only be performed at appropriate care. Any additional liability and claims out of damages are declined. There is no guarantee for inappropriate use, overuse or abrasion. If hardware has to be sent back to the manufacturer, the costs of packaging and transport for both ways have to be paid by the purchaser. The free of charge replaced parts shall be in our property and have to be returned by request. The warranty expires without notification, if the purchaser does not observe his contractual and legal duties, if there is no written complaint within the guarantee period or if the purchaser makes modifications or repairs by himself or through a third party when made without our prior agreement.

16. Cancellation

The cancellation of orders is only possible with our written consent. The Client has to pay the accrued expenses.

17. Support - Hotline

Supporting efforts are not included in the product price. If such additional services are performed on the phone or on site, the fees and expenses from price list of Mesotronic Computer AG apply; except when otherwise stipulated. There is a special phone number for helpline services.

18. Validity of the General Terms of Delivery

The terms of the purchaser, which do not correspond with these present terms of delivery, are only valid if Mesotronic Computer AG agreed on them.

19. Place of Performance

Place of payment and place of jurisdiction is Zug (Switzerland).

Mesotronic Computer AG (mesotronic ag), St. Wolfgangstrasse 26, 6331 Hünenberg