General terms and conditions

1. SCOPE

These general terms and conditions (“GTC”) apply to the entire division of Swissprime Technologies AG (hereinafter “company”). The company aims to develop, manufacture and sell electronic components and technical devices of all types. The company also provides development and consulting services for digital innovations, transformations and products. The company may establish branches and subsidiaries in Germany and abroad and participate in other companies in Germany and abroad and carry out all transactions that are directly or indirectly related to its purpose. The company can acquire, encumber, sell and manage real estate domestically and abroad. It can also provide financing for its own or third party's account and enter into guarantees and guarantees for subsidiaries and third parties.

2. CONCLUSION OF CONTRACT

The contract is concluded when the customer accepts the company's offer for the purchase of services. The contract is concluded in any case when the customer makes use of the services offered by the company.

3. PRICES

Subject to offers to the contrary, all prices are in Swiss francs (CHF). All prices are exclusive of any applicable value added tax (VAT) and excluding any other applicable taxes. The company reserves the right to change prices at any time. The prices valid at the time the contract is concluded apply. If a commission has been agreed, this is due upon fulfilment of the obligations by the company. Whether the end customer pays the customer has no influence on the accrual and due date of the commission; the fulfilment of the obligation by the company is relevant.

4. PAYMENT

The company offers the customer the following payment options: Invoice. The customer is obliged to pay the invoiced amount within 30 (thirty) days from the date of the invoice.

If the invoice is not paid within the above payment period, the customer will be warned. If the customer does not pay the invoice within the set reminder period, he is automatically in default.

From the time of default, the customer owes default interest of 5% (five percent). The company reserves the right to request advance payment at any time without giving reasons.

It is not permitted to offset the invoiced amount against any claim made by the customer against the company. The company has the right to refuse delivery or provision of services in the event of late payment.

5. OBLIGATIONS OF THE COMPANY

Unless otherwise agreed, the company fulfills its obligation by providing the agreed service. If no further provisions are agreed, the place of fulfilment is the registered office of the company. The parties have the express right to call in assistants to carry out their contractual obligations. You must ensure that the assistant is involved in compliance with all mandatory legal provisions and any collective employment agreements.

6. CUSTOMER OBLIGATIONS

The customer is obliged to immediately take all precautions necessary for the company to provide the service. The customer must make the arrangements at the agreed location at the agreed time and to the agreed extent. Depending on the circumstances, this includes providing the company with suitable information and documents.

7. PROHIBITION OF ADVERTISING AND EMPLOYMENT

Without the express written consent of the company, the customer may not recruit or hire its employees or other assistants, either on its own or for the account of a third party. Even after termination of the contractual relationship, the customer is prohibited from directly or indirectly employing employees or other assistants of the company in any way. This prohibition is valid up to one year after termination of the contractual relationship and is limited to the area of activity of the corresponding employee or assistant.

8. RESIGNATION

Both parties have the right to withdraw from the contract at any time. Expenses already incurred must be paid in full to the other party. If a withdrawal is made at an inopportune time, we reserve the right to claim compensation.

9. WARRANTY

The company ensures that the agreed services are carried out in line with industry standards, and ensures the faithful and careful execution of orders.

10. LIABILITY

Liability for any indirect damage and subsequent damage caused by a defect is excluded in full.

Liability for direct damage is limited to the contract amount. This limitation of liability does not apply to direct damage caused by gross negligence or intent.

The customer is obliged to report any damage to the company immediately. Any liability for auxiliary personnel is excluded in full.

11. INTELLECTUAL PROPERTY RIGHTS

The company has all rights to the products, services and any trademarks or is entitled to use them by the owner. Neither these terms and conditions nor associated individual agreements contain the transfer of any intellectual property rights, unless this is explicitly mentioned. In addition, any further use, publication and making available information, images, texts or anything else that the customer receives in connection with these provisions is prohibited, unless expressly approved by the company. If the customer uses content, texts or pictorial material to which third parties have a property right in connection with the company, the customer must ensure that no third-party property rights are infringed.

12. DATA PROTECTION

The company may process and use the data collected as part of the conclusion of the contract to fulfill the obligations arising from the contract. The company takes the measures necessary to secure the data in accordance with legal regulations. The customer fully agrees to the storage and use of his data by the company in accordance with the contract and is aware that the company is obliged and entitled to disclose information from the customer to this or third parties by order of courts or authorities. If the customer has not expressly prohibited it, the company may use the data for marketing purposes. The data necessary to perform the service may also be passed on to contracted service partners or other third parties.

13. AMENDMENTS

These terms and conditions may be amended by the company at any time. The new version comes into force 30 (thirty) days after notification by the company.

Customers are generally subject to the version of the terms and conditions which is in force at the time the contract is concluded. Unless the customer has agreed to a newer version of the terms and conditions.

14. PRIORITY

These terms and conditions take precedence over all older provisions and contracts. Only provisions from individual contracts which further specify the provisions of these terms and conditions take precedence over these terms and conditions.

15. SEVERANCE CLAUSE

Should any provision of this contract or an addition to this contract be or become invalid, this shall not affect the validity of the rest of the contract. The contracting parties will replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same applies to any gaps in the contract.

16. CONFIDENTIALITY

Both parties, as well as their assistants, agree to keep all information provided or acquired in connection with the services confidential. This obligation remains in force even after the contract has been terminated.

17. FORCE MAJEURE

If timely fulfillment by the company, its suppliers or third parties involved is impossible as a result of force majeure, such as natural disasters, earthquakes, volcanic eruptions, avalanches, storms, wars, unrest, civil wars, revolutions and uprisings, terrorism, sabotage, strikes, nuclear accidents or reactor damage, illness, accident and unforeseen events, the company is impossible during the period of force majeure is also exempted from the fulfilment of the relevant obligations within a reasonable start-up period after their end. If the force majeure lasts longer than 90 (ninety) days, the company can withdraw from the contract. The company must reimburse the customer in full for any fees already paid.

Any further claims, in particular claims for damages as a result of vis-major, are excluded.

18. AGENTS AND DISTRIBUTORS

The customer acknowledges that any sales partners or agents work independently and therefore independently of the company and that any potential claims must be made against them directly. The company is in no way liable for breaches of contract by any agents and distribution partners.

19. APPLICABLE LAW/ PLACE OF JURISDICTION

These terms and conditions are subject to Swiss law. Insofar as there are no mandatory legal provisions, the court at the registered office of the company has jurisdiction. The company is free to bring an action at the defendant's registered office. The United Nations Convention on Contracts for the International Sale of Products (SR 0.221.211.1) is explicitly excluded.