GENERAL SALES CONDITIONS – SWITTOOLS SA

General
These General Conditions of Sales and Delivery shall be binding if declared applicable in the offer or order confirmation. Any conditions stipulated by the customer in contradiction to these general conditions shall only be valid if expressly accepted by the supplier in writing. All agreements and legally relevant declarations of the parties to the contract have to be in writing in order to be valid.

Offers and Conclusion of Contract
The contract shall be deemed to have been entered into upon receipt of supplier's written confirmation stating its acceptance of the order. Offers which do not stipulate an acceptance period shall not be binding. For all orders posted on our website www.swittools.com, the message appearing after completion of the payment is considered to be a written order acceptance form the supplier.

Scope of Supplies
The supplies are specified in the order confirmation. Any material and services which are not included therein shall be additionally charged. The supplier shall be entitled to make any changes which lead to improvements.

Regulations in Force in the Country of Destination
The customer shall inform the supplier, upon placing the order at the latest, about the standards and regulations applicable to the execution of the supplies and services, to the operation of the plant as well as to the health and safety of personnel.

Prices
Unless otherwise agreed upon, all prices shall be deemed to be net ex works, in Swiss Francs and shall not include any packing, freight, insurance, taxes, duties, assembling, installation and initiation. For all orders registered on our website www.swittools.com , prices are all inclusive except for import duties that might be charged to the customers outside Switzerland upon reception and customers may choose to have their payments processed in Swiss Franc (CHF), United States Dollars (USD) or Euros (EUR) If a general price increase is decreed between confirmation of the order and delivery, the new prices shall apply.

Terms of Payment
Payments by customers whether they are domiciled in Switzerland or abroad shall be made within 30 days. Payments shall be made by the customer to the registered address of the supplier without any deducting for cash discount, expenses, taxes or duties of any kind. Other terms of payment may be agreed upon separately. In case of delay in payment the supplier is entitled to discontinue planned deliveries and the customer will have to pay in advance before receiving the goods.

Proprietary Right
The supplier shall retain ownership of the products supplied until full payment has been received in full. The customer shall take all necessary measures for the protection of the proprietary rights of the supplier.

Delivery Time
The delivery time shall start as soon as the contract has been entered into and all technical points have been settled. For orders placed through our website www.swittools.com, the date of payment processing by WorldPay is considered the valid date for the designated contract. The delivery time shall be reasonably extended:
- if the information required by the supplier for performance of the contract is not received in time, or if the customer subsequently changes it;
- if agreed terms of payment are not met;
- if hindrances occur which the supplier cannot prevent despite using the required care, regardless whether they affect the supplier or the customer or a third party. Such hindrances include, but shall not be limited to, epidemics, mobilisation, war, revolution, serious breakdown in the works, accidents, labour conflicts, late or deficient delivery by subcontractors of raw material, semi-finished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes, acts of God.
If the supplier can anticipate a delay in delivery schedule of more than two weeks, he is to inform the customer of the new delivery time frame. If the customer fails to respond to this information within a week of reception of the message, shipment will be made and shall not be disputable.

Forwarding, Transport and Insurance
The products will be packed by the supplier. The packing will be charged separately at the costs of the supplier. Special requirements regarding forwarding and insurance shall be communicated to the supplier in good time. Transport shall be at the customer's expense and risk. Complaints in respect of transport shall be submitted immediately by the customer to the last carrier on receipt of the products or the shipping documents. Insurance against risks of any kind is the responsibility of the customer. Even when taken out by the supplier, it shall be at the customer's expense. For all orders registered through our website www.switools.com, insurance is automatically included in the shipping charges for customers’ security.

Inspection and Taking-over of the Supplies
The customer shall inspect the supplied products within a reasonable period (8 days) after having received them and shall immediately notify the supplier in writing of any deficiencies. If the customer fails in doing so, the products shall be deemed to have been taken over.

Cancelling Orders Policy
Customers may change their minds and cancel their orders within seven working days from the day either the customer received the goods or the written information, whichever is the latest. Note: special orders such as customized products made to the customers’ own specifications are not cancellable. All order cancellation must be transmitted to Swittools SA in writing or another durable medium such as a fax or a letter. A phone call will NOT be considered enough to cancel an order officially and must be in all cases followed up by a letter, fax or email.

Refund Policy
When an order is cancelled, customers are entitled to a refund if payment had already been processed. Refunds will be processed along the following lines:
- No refunds will be processed until the goods are returned in perfect condition to the supplier at the customer’s own expenses.
- If the payment for the order has been received in full, refund will be organised within 30 days at reception of the goods. If the invoice is still open, it will be voided by a credit note at reception of the customer’s valid cancellation.
- If the order had been registered by our website www.swittools.com, refund will be processed within 30 days.

Warranty and Disclaimer
The supplier hereby warrants that the products delivered by him will be free from defects in material and workmanship. Express warranties are only those expressly specified as such in the order confirmation. In case delivered products are defective, the customer may request for compensation delivery or elimination of defect of the pieces ordered by the supplier The warranty expires prematurely, if the customer or a third party undertakes inappropriate modifications or repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to mitigate the damage and give the supplier the possibility of remedying such defect. Excluded from supplier's warranty and liability for defects are all deficiencies which cannot be proved to have their origin in faulty material, faulty design, and poor workmanship or resulting from other reasons beyond supplier's control. With respect to any defective material, design or workmanship as well as to any failure to fulfil express warranties, the customer shall not be entitled to any rights and claims other than those expressly stipulated. Not mentioned claims for compensation, for reduction, for termination and for withdrawal of the contract are excluded. The supplier shall not be liable for any direct, indirect, consequential or incidental damages that are not arisen on the product, including damages for loss of business information, loss of profits, production interruption and the like, subject to the compelling product liability law.

Exemptions from Liability
With the purchase of any product sold by Swittools SA, customers assume all risks and liabilities whatsoever in the use of such a product. Neither seller nor manufacturer shall be liable in tort or contract for any loss or damage, directly, incidentally, or consequentially arising out of the use, misuse, poor care, improper handling or incorrect application of such a product. We disclaim liability for any printing or other errors in our catalogs, pricelists, etc. and any circumstances which may arise out of these errors. The designs, styles and dimensions as depicted in our catalog are subject to change without notice.

Governing Law: The present contract shall be governed in all respects by Swiss law.

Jurisdiction: The place of jurisdiction for any disputes shall be at the registered office of the supplier.