1.

General

1.1

These general terms of sales and supply are binding in as far as they are declared as applicable in the offer or in the order confirmation. Any different conditions of the orderer are only valid in as far as they are accepted explicitly and in writing by Brüggli, even if they are added later in the course of negotiations.

1.2

All agreements and legally relevant declarations of the parties to the contract require the written form to be valid.

2.

Offers and Conclusion of Contract

2.1

The contract is deemed as concluded if Brüggli confirms in writing the receipt of an order after its receipt.

2.2

Offers which do not include a deadline for acceptance are non-binding.

3.

Scope of Delivery

3.1

The order confirmation is decisive for the scope and execution of the delivery and services. Materials or services which are not included in it will be calculated additionally.

3.2

Changes in respect to the order confirmation can be carried out by Brüggli, in as far as these represent an improvement.

4.

Regulations in the Destination Country

The orderer must point out provisions and standards stipulated by the law or by the authorities or of any other kind, at the latest at the time the order is made, which are relevant to the execution of the deliveries and services as well as operation itself.

5.

Prices

5.1

In as far as nothing else is arranged, the prices of Brüggli are understood as net, from our plant, in Swiss francs, without transport, insurance and VAT.

5.2

Should the costs on which the calculations have been made change between the time of the conclusion of the contract and its receipt, Brüggli is authorized, until the full completion of the order made to them, to correspondingly correct the prices named in the order confirmation.

6.

Terms of Payment

6.1

The payment deadline for buyers in Switzerland is 30 days net, beginning on the date of the invoice. Deliveries to other countries are made against advance payment, in as far as no other arrangements have been made in writing.

6.2

The payments are to be made by the orderer without deduction of discounts, expenses, taxes and fees of any kind.

6.3

In the case of delay of payment, Brüggli reserves the right to immediately stop any planned deliveries, and is authorized to calculate late interest of 6 % p.a.

7.

Reservation of Property

7.1

Brüggli retains ownership of the delivery until it has been paid for in full. The orderer is obligated to arrange any measures necessary for the protection of the property of Brüggli.

7.2

Brüggli is authorized, with the involvement of the orderer, to have the reservation of property entered into appropriate registers.

8.

Delivery Deadline

8.1

The time until the delivery deadline calculated from the receipt of the order by Brüggli, and following full resolution of the technical requirements.

8.2

The time until delivery will be appropriately extended:

• If the information which is required to carry out the order is not received on time by Brüggli, or if this is subsequently changed by the orderer;

• If order deadlines and payment deadlines are not kept;

• If obstacles are encountered which Brüggli cannot prevent despite taking appropriate care, regardless whether this originates from Brüggli, the orderer or a third party. Such obstacles are incidents of force majeure, e.g. epidemics, mobilization, war, riots, considerable interruptions of operations, accidents, labour disputes, delayed or incorrect deliveries of the necessary raw materials, semi-finished or finished products, rejection of important workpieces, measures or failures originating from by the authorities, and natural occurrences.

9.

Delay of Delivery

9.1

For late deliveries, the orderer is authorized to claim compensation for delay, in as far as a late delivery can be proven to have been caused by the deliverer, and the orderer can demonstrate that damages have resulted from this late delivery. If the orderer is provided with a remedy in the form of a replacement delivery, then the entitlement to compensation for a late delivery becomes invalid.

9.2

Compensation for delay amounts at the most to ½ % for each full week of delay, but a total of not more than 5 %, calculated based on the contract price of the part of the delivery that is delayed. The first two weeks of delay provide no entitlement to compensation for delay.

9.3

In the case of the delay of deliveries or services the orderer has no rights or entitlements besides those explicitly named in No. 9.1 and No. 9.2.

10.

Delivery, Transport and Insurance

10.1

The products are carefully packed by the supplier. The package is included in the sales price.

10.2

The supplier must be provided on time with any special requests in respect to shipping and insurance. Transportation costs are charged to the orderer, in as far as nothing else is arranged. Complaints connected to transportation are to be provided by the orderer directly to the most recent carrying agent and to Brüggli, immediately at the time of receipt of the delivery or the shipping documents.

10.3

Insurance against damages of any kind are the responsibility of the orderer. Even if it is to be arranged by Brüggli, it is still charged to the orderer.

11.

Inspection and Acceptance of the Delivery

The orderer is obliged to inspect the delivery inside of a reasonable period of time after receipt, and to immediately notify Brüggli in writing of any shortcomings. Should he/she fail to do this, then the deliveries and services will be deemed as accepted.

12.

Guarantee and Liability

12.1

The supplier guarantees that the products it delivers are free of production and material defects.

12.2

Assured characteristics are only those which are termed as such in the order confirmation or the instructions. The assurance is applicable at the most until the expiry of the guarantee period.

12.3

Should the products demonstrate defects beginning at the time of delivery or at the time it begins to be used, during the guarantee period of two years, then, at the discretion of Brüggli, a replacement will be provided or the defect remedied on the premises of Brüggli. The costs for return transport and forwarding costs will be charged to the orderer.

12.4

If a defect, in the sense of No. 12.3 is not remedied inside of a reasonable period of time by Brüggli by a replacement delivery or the fixing of the defect, then the orderer can demand a reduction of the purchase price.

12.5

The guarantee will become invalid prematurely if the orderer or a third party undertake inappropriate changes or repairs, or if the orderer, in the case that a defect has occurred, does not immediately take all suitable measures to reduce damages, and provide Brüggli with an opportunity to remedy the defect.

12.6

Excluded from guarantee and liability are damages which are not verifiably the result of poor materials, incorrect construction, or faulty implementation or which are caused by other reasons for which Brüggli is not responsible.

12.7

In the case of faulty materials, construction or implementation, or in the case of absence of assured characteristics, the orderer has no rights or entitlements besides those explicitly named in No. 12.3 and No. 12.4.

12.8

All compensation for any other damages above and beyond those assured in the preceding statements is excluded.

12.9

All cases of contract violations and their legal consequences as well as all claims of the orderer, regardless out of which legal reason they arise, are exclusively regulated in these terms and conditions. In particular all claims to compensation, reduction, abolishment or withdrawal from the contract, which have not been explicitly mentioned, are excluded from the contract. Liability for consequential damages is excluded, in as far as this is not in conflict with compelling legal product liability provisions.

13.

Sale or Return

The customer has the right, inside of a period of 10 calendar days, to revoke the contract without indicating any reason, and to return the goods. The delivered goods are to be returned undamaged, fully functional and complete. The period of right to return begins with the receipt of the goods at the customer. Products which are specially ordered, produced and/or adapted according to customer requests are generally excluded from the right to return. In special cases Leggero by Brüggli reserves the right to charge for the work necessary for returning the product to its original condition. If the customer returned the goods on time and in good condition, he/she will receive a credit at Leggero by Brüggli (refund) or if desired, a replacement delivery. The cost of pick-up can be charged in the case of a return.

14.

Applicable Law

Applicable Law: The individual contract, the general terms and conditions at hand, and pertinent Swiss law.

15.

Place of jurisdiction is Romanshorn TG, Switzerland.

The pertinent language is German.