Cyltronic —Privacy Policy

Version 3, dated October 06, 2022

The

Cyltronic
Technoparkstraße 2
8406 Winterthur

(hereafter”Cyltronic“or”we“resp.”us“)

1. General information and conclusion of contract

1.1 For the purchase of our products and accessories, including any software included or included therein (hereinafter”Product (s)“) and the provision of our related services or work (together with the products below”Output (s)“) apply exclusively to these General Terms of Delivery and Service (hereinafter”Delivery terms“). These terms of delivery govern the contract between Cyltronic and its customers, buyers or buyers (hereinafter”customers“) concerning the sale, delivery, provision and/or provision of services, finally (hereinafter”treaty“), subject to statutory provisions, in particular the Swiss Code of Obligations (OR) and Civil Code (ZGB), insofar as these are not amended or excluded in these terms of delivery.

1.2 Conditions that conflict with or deviate from our terms of delivery, such as purchasing conditions or general terms and conditions of customers, which are delivered to us before or after conclusion of the contract via these terms of delivery (see section 1.3 below) or to which reference is made, do not apply unless we have expressly agreed to their validity in writing.

1.3 Our offers are non-binding as long as we do not provide a binding offer expressly and in writing. In particular, cost estimates on our part are non-binding. The order of the service by the customer is considered a binding contract offer from the customer to us. Unless otherwise stated in the order, we are entitled to accept this contract offer within five weeks of receipt by us. The contract is binding upon receipt of our written confirmation (order confirmation) by the customer. Acceptance (and therefore conclusion of contract) can also be declared to the customer through delivery of the products, provision of services and/or invoicing by us.

1.4 Benefit and risk are transferred to the customer upon delivery of EXW (Incoterms 2020) at the location specified in Section 5.6 (hereinafter”Transfer of risk“).

1.5 The present terms of delivery also apply to all future services until our new delivery conditions come into force. We update our delivery conditions regularly, which is why we recommend that customers visit our website (www.cyltronic.ch) to consult regularly in order to view and check the current delivery conditions.

1.6 Legally effective declarations and notifications from the customer with regard to the contract (e.g. setting a deadline, notification of defects) must be made in writing, unless there are stricter formal requirements by law.

1.7 Should any provision of this contract be or become void or invalid, the remaining part of this contract remains unaffected. Void or invalid provisions must be replaced by effective provisions that come closest to their economic purpose. Proceed in the same way if there is a gap in the contract or if a provision proves to be unenforceable.

2. Technical documentation and product descriptions

2.1 Catalogues, technical documentation provided to the customer (e.g. drawings, plans, calculations, references to technical standards, manufacturing documents), other product descriptions or documents and other technical information — including in electronic form (hereinafter”documents“) — are non-binding and subject to change. Cyltronic reserves all ownership, copyright and other rights of use to such documents.

2.2 Such documents only become binding if their contents are expressly confirmed in the order confirmation.

2.3 If one party provides the other with documents within the meaning of Section 2.1 relating to the services or their production before or after conclusion of the contract (see Section 1.3), these remain the property of the party submitting them. The same applies to any copyrights that may exist thereon.

2.4 If a party receives documents within the meaning of Section 2.1, it may not use them without the consent of the other party, unless this is necessary within the appropriate framework for the processing of the offer, order processing, assembly, commissioning, use and/or maintenance of the service. Such documents may not be used, copied, reproduced, handed over or disclosed to third parties for other purposes without prior written permission from the submitting party.

2.5 The customer must immediately return documents within the meaning of Section 2.1 relating to offers that do not result in an order or are no longer required to Cyltronic.

3. Requirements at the place of destination

3.1 At the latest when ordering, the customer must comply with all regulations and standards (hereinafter”rules“) to draw attention to which are important for distribution and use at the destination. This applies, among other things, to rules relating to the provision of services, operation, labelling, disposal, health care, accident prevention and environmental protection as well as energy and raw material savings. Taking such rules into account when designing the service is not the subject of the contract.

3.2 Unless otherwise expressly agreed in writing, the services comply with the regulations and standards at Cyltronic's headquarters in Winterthur, Switzerland.

4. Prices, terms of payment, delay and settlement

4.1 Unless otherwise agreed in writing in individual cases, the current prices in accordance with Cyltronic's price list at the time of conclusion of the contract apply. All prices are — unless otherwise agreed in writing — excluding value added tax (VAT), EXW Winterthur (see section 5.6), without packaging and without deductions. All additional costs such as freight, insurance, export, transit, import and other permits are not included in the price and are borne by the customer. The customer must also bear all types of taxes, duties, fees, customs duties and the like that are charged in connection with the contract, or reimburse them to Cyltronic against appropriate proof if this has become required to do so.

4.2 The payment period is 30 days net from the date of invoice if the billing address is in Switzerland or the EU or 100% advance payment when ready for shipment if the billing address is outside Switzerland or the EU, unless otherwise agreed.

4.3 If the payment period expires unused, the customer is in default without a reminder. If the customer is in default of payment, all our claims arising from the business relationship with the customer are due for payment immediately. The default interest to be paid by the customer is 5% p.a.

4.4 Payment delays or other breaches of essential contractual obligations or changes in the customer's circumstances that jeopardize payment of our claims (such as the opening of bankruptcy, estate or insolvency proceedings against the customer) entitle us to:

• to withdraw from the contract and discontinue our services or reclaim them from the customer;
• to assert all existing claims against the customer immediately, regardless of their due date, or to demand securities for the claims;
• to provide outstanding services only against prepayment, regardless of the agreements made for them; and/or
• to claim compensation from the customer.

4.5 The customer has the right to withhold payments or offset them against counterclaims only insofar as his counterclaims have been undisputed or have been legally established.

5. Delivery period and delay in delivery

5.1 Unless otherwise stated in our offer (offer), the delivery period is 4 weeks from the conclusion of the contract and fulfilment of the other requirements in accordance with Section 5.2 below (Delivery EXW Winterthur, see Section 5.6).

5.2 The delivery period begins as soon as the contract has been concluded, the completion of all official formalities such as import, export, transit and payment permits has been proven by the customer to Cyltronic and the payments to be made or otherwise due when ordering have been made and any securities have been made. The delivery period is met if the readiness for shipment notification has been sent to the customer by the time it expires.

5.3 If a specific date has been agreed instead of a delivery period, this is equivalent to the last day of a delivery period; clauses 5.2 and 5.11 apply analogously.

5.4 Compliance with the delivery period requires the customer to fulfill the contractual obligations.

5.5 The delivery period is extended accordingly:

• if Cyltronic does not receive the information it needs to fulfill the contract in good time, or if the customer subsequently changes it and thus causes a delay in deliveries or services;
• when there are obstacles in the sense of force majeure in accordance with paragraph 5.7; and/or
• if the customer or third parties are in arrears with the work to be carried out by them or with the fulfilment of their other contractual obligations or obligations, in particular if the customer does not comply with the payment terms.

5.6 Unless otherwise expressly agreed in writing, our deliveries and services are provided “EXW dispatch point of our delivering factory/warehouse in Winterthur, Switzerland” (Incoterms 2020), which is also the place of performance for the deliveries and services, as well as any subsequent performance.

5.7 The customer is not entitled to return products to us unless we have expressly agreed to the return (e.g. by expressly granting a money back guarantee in writing within a certain period of time). This provision does not apply if the customer is entitled to withdraw from the contract due to warranty for defects (see section 9).

5.8 Repairs and returns of repaired products are made, insofar as they are not covered by the material warranty (see section 9), upon payment of an appropriate shipping and packaging fee in addition to the remuneration of the services provided by us.

5.9 If non-compliance with delivery deadlines is due to force majeure or other events for which we are not responsible (in particular unavailability of service, e.g. as a result of war, epidemics, pandemics, terrorist attacks, import and export restrictions, strikes, including those involving subcontractors), the agreed delivery periods shall be extended accordingly. If force majeure events, or events equivalent to them, last longer than six months, each party has the right to withdraw from the contract.

5.10 The occurrence of a delay in delivery by Cyltronic requires in any case a written reminder and the setting of a reasonable period of grace by the customer. If Cyltronic is in default of delivery and if this grace period is not met for reasons for which Cyltronic is responsible, the customer is entitled to withdraw from the contract, refuse to accept the service and reclaim payments already made. The compensation for each full week of delay amounts to a maximum of 0.5%, but not more than 5% in total, calculated on the contract price of the delayed part of the service. The first four weeks of delay do not entitle you to compensation for late payments. Further claims due to non-performance or late performance and, in particular, the customer's claim for compensation are expressly excluded.

5.11 If we are responsible for the delay in delivery, the customer must explain within a reasonable period of time whether he insists on the service or whether he wishes to withdraw from the contract (see section 5.10 above).

5.12 The customer may not refuse to accept services due to minor defects (see also section 9.6).

5.13 Cyltronic's legal rights, in particular when the obligation to perform is excluded (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

5.14 The transport packaging will be invoiced by Cyltronic in addition, will become the property of the customer and will not be taken back by Cyltronic.

6. Shipping, transportation and insurance

6.1 The place of performance of services is regulated in Section 5.6.

6.2 At the customer's timely written request and expense, the products will be shipped to another destination. Special requests regarding shipping, transportation and insurance must be notified to Cyltronic in writing in good time. Unless otherwise agreed upon such a written request, Cyltronic is entitled to determine the type of shipment itself (in particular transport company, shipping route, packaging). In the event of such processing, unless otherwise agreed in writing, the customer bears the transport costs ex factory/warehouse and the costs of any transport insurance expressly requested by the customer. Complaints in connection with shipping or transportation must be addressed by the customer immediately to the last carrier upon receipt of the services or the freight documents. Cyltronic must be informed accordingly.

6.3 The customer is responsible for insurance against damage of any kind in connection with shipping.

7. Retention of title

7.1 We are entitled to register a reservation of title to the delivered product in the retention of title register at the customer's domicile until all our claims against the customer have been met in full. The customer is obliged to cooperate with the registration and must inform us immediately if he or the product changes domicile.

7.2 The customer is not entitled to dispose of the products subject to retention of title. The customer must immediately notify us of seizures or other legal violations of the products belonging to us. The customer bears all costs that must be spent to remove third-party access to products that are subject to retention of title, unless third parties pay for them.

7.3 We are entitled to demand the surrender of the products subject to retention of title in the event of late payment or any other breach of essential contractual obligations by the customer. If we exercise this right, we will only withdraw from the contract if we expressly declare this.

8. Warranties and complaints

8.1 The basis of Cyltronic's liability for defects is the agreement made on the quality of the service. All product descriptions that have become the subject of the contract are considered to be an agreement on the quality of the service. Warranted features are only those that have been expressly described as such in Cyltronic's order confirmation or in the specifications accompanying the order confirmation. The assurance is valid until the warranty period expires at the latest (see clauses 9.1 and 9.2 below).

8.2 Identifiable defects must be reported in writing by the customer immediately, no later than 15 days after receipt of the service, and hidden defects immediately after their discovery. The receipt of the complaint by us is decisive in each case.

8.3 At our request, the customer returns the complained services to us at his expense. If a complaint is justified, we will reimburse the costs of the cheapest shipping route; this does not apply if the costs increase because the products are located at a location other than the place of intended use. If a complaint is made wrongfully, we are entitled to have the customer reimburse us for the expenses we have incurred.

8.4 If the defect is not reported in due time (see clauses 8.2, 9.1 and 9.2), claims for defects are excluded.

9. Material warranty and warranty period

9.1 At the end of 12 months after delivery of the service, all claims brought by the customer due to material defects are time-barred, unless 4,000 operating hours of the service have not yet been reached at this point in time. In the latter case, claims expire when 4,000 operating hours are reached, but no later than 24 months after delivery of the service (shortening of the two-year or five-year warranty period in accordance with Art. 210 para. 1 OR or Art. 210 para. 2 OR for commercial use in accordance with Art. 210 para. 4 OR).

9.2 The limitation period for material defects begins with delivery of the service (transfer of risk in accordance with Section 1.4).

9.3 If there are material defects that have been reported in good time (see sections 8.2, 9.1 and 9.2), we are obliged either to remedy the defect (repair) or to provide defect-free services (replacement delivery).

9.4 All further claims by the customer, such as conversion (rescission step by step), reduction (price reduction) and compensation for damage to the service and any subsequent damage, are excluded.

9.5 If the repair has failed in accordance with Section 9.3 or if a reasonable period to be set by the customer for the repair has passed without success, the customer may withdraw from the contract or demand a reduction in the purchase price.

9.6 In the event of normal commercial and/or only insignificant deviation from the agreed quality of the services or if the usability for intended use is only negligible, the customer has no warranty claims.

9.7 Warranty claims based on:

• natural wear and tear, particularly when 20,000 operating hours are exceeded;
• Defects that arise after the transfer of risk (section 1.4) as a result of improper use, treatment, storage or installation, failure to comply with installation and operating instructions or safety recommendations, or otherwise failure to comply with the relevant product operating instructions;
• defects that arise as a result of excessive use or use; or
• irreproducible software failure; or
• electrically incorrect or an actuator not connected in accordance with the instructions or instructions.

9.8 Furthermore, there are no claims for defects if the service is modified by a third party or by installing parts of foreign origin.

9.9 If services or parts of them are defective that were not manufactured by us, we may release ourselves from our liability and warranty obligation by assigning our own warranty claims against the supplier to the customer.

9.10 We assume no liability or warranty for corrections not carried out by us or by a third party authorized by us.

10. Legal warranty

10.1 For claims arising from infringement of copyrights or other intellectual property rights of third parties (hereinafter”industrial property rights”), we are not liable if the property right is owned or used by the customer or by a company controlled directly or indirectly by the majority of capital or voting rights by him or by a company which accordingly controls the customer.

10.2 We are only liable for claims arising from the infringement of third-party property rights if at least one property right from the family of industrial property rights is published either by the European Patent Office or in one of the states of Switzerland, Germany, Austria or USA].

10.3 For legal deficiencies that are not based on the infringement of third-party property rights, the provisions of Section 9 apply mutatis mutandis.

10.4 The customer must immediately inform us of any (alleged) infringements of intellectual property rights or related risks and give us the opportunity to counteract corresponding claims. At our request — as far as possible and admissible — the customer must let us conduct legal disputes and settlement negotiations (including out of court).

10.5 We are entitled, at our discretion, to obtain a right of use for the service infringing property rights or to change it in such a way that it no longer infringes the property right, or to replace it with a similar service that no longer infringes the property right. This applies even if the infringement of intellectual property rights has not yet been legally established or has not been recognized by us.

10.6 Claims by the customer are excluded insofar as he is responsible for or caused the infringement of property rights or he does not provide us with appropriate assistance in defending claims from third parties.

10.7 Claims by the customer are also excluded if the services are manufactured, modified or supplemented in accordance with the customer's specification or instructions or if the (alleged) infringement of the property right results from use in conjunction with another service (including software) not originating or approved by us or if the service is not used in accordance with the contract (i.e. in particular not in accordance with the corresponding product operating instructions.

10.8 Claims by the customer due to infringement of third-party property rights other than those set out in this Section 10 are excluded to the extent permitted by law.

11. Compensation claims

11.1 We are only liable for compensation due to breach of contractual and non-contractual obligations

11.2 in the event of intent or gross negligence;

11.3 in the event of negligent or intentional personal injury; or

11.4 due to mandatory legal liability (e.g. product liability).

11.5 Compensation for liability in accordance with Section 11.1 above is limited to direct direct damage; any liability for indirect, indirect and subsequent damage of any kind is excluded, to the extent permitted by law.

11.6 The limitations of liability in accordance with clauses 11.1 and 11.2 also apply in the event of fault of an employee, an assistant or an affiliated company of Cyltronic in fulfilling Cyltronic's obligations and for the personal liability of Cyltronic employees, assistants or affiliated companies.

12. Indemnification for third-party claims

If third parties raise (or announce) claims against Cyltronic or its assistants due to acts or omissions of the customer or its assistants, the customer must indemnify Cyltronic and its assistants from all reasonable expenses to defend against such claims (including time spent on their own efforts, pre-litigation and procedural expenses for expert opinions, expenses, attorneys' and court costs) and otherwise in return, and for all amounts of compensation, interest, contractual penalties, fines, fees and other Indemnify all disadvantages insofar as Cyltronic is not at fault.

13. Confidentiality

13.1 “Confidential information” means all trade secrets and business or technical information made available by a party (including features that can be derived from transferred objects, documents or software, as well as other knowledge or experience), regardless of whether they are marked as confidential or not.

13.2 Confidential information must be kept secret from third parties as long and insofar as it is not demonstrably publicly known or has been determined by the disclosing party to be passed on by the receiving party. They may only be made available in the receiving party's own business to persons who must necessarily be called upon to use them and who are also required to maintain confidentiality; they remain the exclusive property of the disclosing party. Confidential information may not be reproduced or used commercially without the written consent of the disclosing party; the customer is also not entitled to reconstruct the services without appropriate consent (so-called reverse engineering).

13.3 The parties will immediately inform themselves if they become aware that confidential information has been shared in breach of this contract. In this case, the receiving party must make every effort to ensure that this shared confidential information is not divulged/used by the unauthorized recipient and is deleted. At the request of the disclosing party, all confidential information (including copies or records, if applicable) and items provided on loan shall be returned to the disclosing party immediately and in full, to the disclosing party. The disclosing party reserves all rights to the confidential information.

14. data protection

If personal data is processed, the parties must comply with the applicable legal regulations on data protection. In this case, the details of the personal data we collect and how they are processed in each case are set out in our privacy policy https://www.cyltronic.ch/datenschutz/

15. Jurisdiction and Applicable Law

15.1 Swiss law is exclusively applicable to this contract, to the exclusion of the Federal Act on International Private Law and to the exclusion of the Vienna Sales Convention.

15.2 For all disputes arising from or in connection with this contract (including its interpretation, conclusion, execution, binding, amendment, breach, termination or enforcement), the ordinary courts in Winterthur, Switzerland have exclusive jurisdiction, without limiting any remedies.

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