General Terms and Conditions

General Terms and Conditions (GTC) of InnoPlastics AG, Hörnlistrasse 1, CH-8360 Eschlikon valid from 01.01.2014

Scope of application

These Terms and Conditions of Delivery shall apply exclusively as the content of the contract, even if they conflict with the buyer's General Terms and Conditions of Business, unless expressly agreed otherwise in writing.

Conclusion of contract

The contract shall be deemed concluded when the Seller has sent a written order confirmation after receipt of the order. The Seller's offers are non-binding.

Transfer of risk

The time of transfer of risk shall be determined as follows in the following cases:

(a) In the case of sale "ex works", the risk shall pass from the Seller to the Buyer when the goods are made available to the Buyer. The Seller must notify the Buyer of the time from which the Buyer may dispose of the goods. This notification must be made in good time so that the buyer can take the necessary measures without delay;

b) in the case of sale "frontier" or "destination" or in the case of sale "carriage paid to ...", the risk shall pass from the seller to the buyer at the time when the means of transport loaded with the goods is taken over by the first carrier;

c) in the case of sale "fob" or "cif" or "c&f", the risk shall pass from the seller to the buyer when the goods have actually crossed the rail of the ship at the agreed port of shipment.

Unless otherwise agreed, the goods are deemed to be sold "ex works".

Delivery period

Unless otherwise agreed, the delivery period shall commence on the latest of the following dates:

a) The date of the order confirmation

b) At the time when the technical, commercial and financial prerequisites to be created by the buyer have been met.

c) Receipt of the down payment to be made by the buyer.

The Seller is entitled to make partial and advance deliveries.

In the cases of Art. 8.1, the delivery period shall be extended appropriately, but the Seller shall also be entitled to withdraw from the contract at its discretion.

If the Buyer does not accept the goods provided in accordance with the contract at the contractually agreed place or at the contractually agreed time and if the delay is not due to an act or omission of the Seller, the Seller may either demand performance or withdraw from the contract, setting a deadline for acceptance. If the goods have been separated, the Seller may store the goods at the Buyer's expense and risk. The Seller shall also be entitled to demand reimbursement for all expenses incurred in the performance of the contract which are not included as such in the purchase price.

Price

Unless otherwise agreed, the prices shall apply ex works of the Seller.

Payment

Payments shall be made in accordance with the agreed terms of payment. Unless other payment dates/terms have been agreed in accordance with the Seller's written order confirmation, the purchase price shall be due for payment 30 days after delivery without any deductions.

Under no circumstances shall the Buyer be entitled to withhold or offset payment due to alleged counterclaims, irrespective of the legal grounds or warranty or other claims.

If the Buyer is in default with an agreed service, the Seller shall be entitled to

a) to postpone the fulfillment of its own obligations until the outstanding payments or other services have been effected,

b) to demand payment of the entire outstanding purchase price,

c) if there is no reason for relief on the part of the buyer within the meaning of Art. 8, to charge interest on arrears from the due date at the rate of 5% in accordance with OR Art. 104.

d) to withdraw from the contract after setting a 14-day grace period.

The delivered goods shall remain the property of the Seller until all claims of the Seller against the Buyer have been paid in full. The right of ownership shall also extend to products manufactured from the goods delivered by the Seller. The Buyer is obliged to take all measures to protect the Seller's property and to refrain from doing anything that could impair the Seller's rights. The Seller must be informed immediately of any threats to the property.

Warranty and product liability

The Buyer is obliged to inspect the delivered goods immediately and to notify the Seller immediately in writing of any defects found, failing which warranty claims and claims for damages shall be excluded. In particular, the Buyer is also obliged to carry out the necessary sampling and to check the delivered goods for the agreed quality and quantity characteristics. Notifications of defects must be made in writing. In addition, the Buyer is obliged to send the Seller the documents, samples etc. required to determine the defects. In the event of a justified notice of defects, the Seller shall be entitled, at its discretion, to supply the Buyer with similar or comparable goods within the usual delivery period in exchange for the defective goods instead of withdrawing from the contract. The Seller shall not be liable for damages resulting from the defectiveness of the delivered goods. Liability for consequential damages of any kind is expressly excluded, unless the damage event is due to gross negligence or intent on the part of the seller. Notices of defects will only be accepted within 60 days of delivery. (The quality of the material can no longer be guaranteed)

Reasons for exoneration

The following circumstances shall be considered grounds for exoneration if they occur after the conclusion of the contract and stand in the way of its fulfillment: Labor disputes and all circumstances independent of the will of the parties, such as fire, mobilization, confiscation. embargo, prohibition of currency transfer, insurrection, lack of means of transportation, general shortage of supplies, production-related changes, restrictions on energy consumption. The consequences of these circumstances with regard to the parties' obligations are set out in Article 4.

Place of jurisdiction, place of performance

The place of jurisdiction for all disputes arising directly or indirectly from or in connection with the contract, irrespective of the amount in dispute, shall be the court in CH-9542 Münchwilen.

The parties may also agree on the jurisdiction of an arbitration court.

Should individual points of these terms of delivery violate mandatory law, the remaining contractual provisions shall remain in full force and effect.

The place of performance for delivery and payment shall be the registered office of the seller, even if delivery is made at a different location as agreed.

The contractual relationship shall be governed exclusively by Swiss law.