Cyltronic -Data protection declaration

Version 3, dated 06 October 2022

of

Cyltronic AG
Technoparkstrasse 2
8406 Winterthur

(hereinafter "Cyltronic" or "we" or "us")

1. General and conclusion of contract

1.1 The purchase of our products and accessories, including any software included or incorporated therein (hereinafter referred to as "product(s)") and the provision of our related services or works (together with the products hereinafter referred to as "service(s)") shall be governed exclusively by these General Terms and Conditions of Delivery and Service (hereinafter referred to as "Terms and Conditions of Delivery"). These terms of delivery govern the contract between Cyltronic and its customers, purchasers or buyers (hereinafter "customers") regarding the sale, delivery, transfer and/or provision of the services conclusively (hereinafter "contract"), subject to the 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 Terms and conditions that conflict with or deviate from our Terms and Conditions of Delivery, such as terms and conditions of purchase or general terms and conditions of the customer, which are sent to us before or after conclusion of the contract via these Terms and Conditions of Delivery (see section 1.3 below) or to which reference is made, shall not apply unless we have expressly agreed to their validity in writing.

1.3  Our offers are non-binding unless we expressly submit a binding offer in writing. In particular, our cost estimates are non-binding. The customer's order for the service shall be deemed to be a binding contractual offer from the customer to us. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within five weeks of its receipt by us. The contract shall be bindingly concluded upon receipt of our written confirmation (order confirmation) by the customer. Acceptance (and therefore conclusion of the contract) may also be declared by delivery of the products, provision of services and/or invoicing by us to the customer.

1.4 Benefit and risk shall pass to the customer upon delivery EXW (Incoterms 2020) at the place specified in clause 5.6 (hereinafter "Transfer of risk").

1.5 These Terms of Delivery shall also apply to all future services until our new Terms of Delivery come into force. We regularly update our Terms of Delivery, which is why we recommend that the customer regularly consult our website (www.cyltronic.ch) to view and check the currently applicable Terms of Delivery.

1.6 Legally effective declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notification of defects) must be made in writing, unless stricter formal requirements exist by law.

1.7 Should any provision of this contract be or become void or invalid, the remainder of this contract shall remain unaffected. Void or invalid provisions shall be replaced by valid provisions that come closest to their economic purpose. The same procedure shall apply if there is a gap in the contract or if a provision proves to be unenforceable.

2. technical documents and product descriptions

2.1 Catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to technical standards, production documents), other product descriptions or documents as well as other technical information - also in electronic form (hereinafter "documents") - provided to the customer are non-binding and subject to change. Cyltronic reserves all property rights, copyrights and other rights of use to such documents.

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

2.3 If one party provides the other party with documents within the meaning of section 2.1 concerning the services or their production before or after conclusion of the contract (see section 1.3), these remain the property of the submitting party. The same shall apply to any existing copyrights.

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

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

3. regulations at the place of destination

3.1 The customer must inform Cyltronic of all regulations and standards (hereinafter "rules") that are relevant for the sale and use at the place of destination at the latest when placing the order. This applies, among other things, to such rules that relate to the execution of the services, the operation, their labelling, their disposal as well as to health care, accident prevention and environmental protection and the saving of energy and raw materials. The consideration of such rules in the design of 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 the registered office of Cyltronic in Winterthur, Switzerland.

4. prices, terms of payment, default and offsetting

4.1 Unless otherwise agreed in writing in individual cases, the current prices according to Cyltronic's price list at the time of conclusion of the contract apply. Unless otherwise agreed in writing, all prices are exclusive of value added tax (VAT), EXW Winterthur (see section 5.6), without packaging and without deductions. All ancillary costs such as freight, insurance, export, transit, import and other authorisations are not included in the price and shall be borne by the customer. Likewise, the customer shall bear all types of taxes, duties, fees, customs duties and the like, which are levied in connection with the contract, or to reimburse them against appropriate proof Cyltronic, if this has become liable for performance.

4.2 The payment period is 30 days net from the invoice date for invoice addresses in Switzerland or the EU or 100% prepayment on readiness for dispatch for invoice addresses outside Switzerland or the EU, unless otherwise agreed.

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

4.4 Default in payment or other breaches of material contractual obligations or changes in the customer's circumstances that jeopardise the payment of our claims (such as, for example the opening of bankruptcy, composition or insolvency proceedings against the customer) shall entitle us:

• to withdraw from the contract at any time and to suspend our services or demand repayment from the customer;
• to immediately assert all existing claims against the customer irrespective of their due date or to demand security for the claims;
• to provide outstanding services only against advance payment irrespective of the agreements made for these; and/or
• to demand compensation from the customer.

4.5 The customer shall only be entitled to withhold payments or offset them against counterclaims to the extent that its counterclaims are undisputed or have been recognised by declaratory judgement.

5. delivery period and delay in delivery

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

5.2 The delivery period begins as soon as the contract has been concluded, the customer has provided Cyltronic with proof that all official formalities such as import, export, transit and payment authorisations have been completed and the payments to be made or otherwise due at the time of ordering and any securities have been provided. The delivery deadline is met if the notification of readiness for dispatch has been sent to the customer before its expiry.

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

5.4 Compliance with the delivery period requires the fulfilment of the contractual obligations by the customer.

5.5 The delivery period is extended appropriately:

• if Cyltronic does not receive the information required for the fulfilment of the contract in time, or if the customer subsequently changes it and thus causes a delay in the deliveries or services;
• if obstacles within the meaning of force majeure according to section 5.7; and/or
• if the customer or third parties are in arrears with the work to be carried out by them or are in default with the fulfilment of their other contractual duties or obligations, in particular if the customer does not comply with the terms of payment.

5.6 Unless expressly agreed otherwise in writing, our deliveries and services shall be made "EXW shipping point of our delivering plant/warehouse in Winterthur, Switzerland" (Incoterms 2020), which is also the place of fulfilment 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 a warranty for defects (see Section 9).

5.8 Replacement deliveries and the return of repaired products, insofar as these are not covered by the material warranty (see Clause 9), shall be made against payment of a reasonable flat-rate shipping and packaging fee in addition to the remuneration for the services provided by us.

5.9 If non-compliance with the delivery deadlines is due to force majeure or other events for which we are not responsible (in particular non-availability of the service, e.g. as a result of war, epidemics, pandemics, terrorist attacks, import and export restrictions, strikes, including those affecting suppliers), the agreed delivery deadlines shall be extended accordingly. If events of force majeure or equivalent events last longer than six months, each party shall have 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 setting a reasonable grace period by the customer. If Cyltronic is in default of delivery and this grace period is not met for reasons for which Cyltronic is responsible, the customer is entitled to withdraw from the contract, to refuse acceptance of the service and to reclaim payments already made. The compensation for delay amounts to a maximum of 0.5% for each full week of delay, 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 shall not give rise to any entitlement to compensation for delay. Further claims for non-performance or late performance and in particular the customer's claim for damages are expressly excluded.

5.11 If we are responsible for the delay in delivery, the customer must, at our request, declare within a reasonable period of time whether he insists on performance or whether he wishes to withdraw from the contract (see clause 5.10 above).

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

5.13 The statutory rights of Cyltronic, in particular in the case of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and / or subsequent performance), remain unaffected.

5.14 The transport packaging will be charged additionally by Cyltronic, becomes the property of the customer and will not be taken back by Cyltronic.

6. dispatch, transport and insurance

6.1 The place of fulfilment of the services is regulated in section 5.6.

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

6.3 Insurance against damage of any kind in connection with the shipment is the responsibility of the customer.

7. retention of title

7.1 We are entitled to have a retention of title to the delivered product entered in the retention of title register at the customer's domicile until complete fulfilment of all our claims against the customer. The customer is obliged to co-operate in the registration and must inform us immediately if he or the product changes domicile.

7.2 The customer is not authorised to dispose of the products subject to retention of title. The customer must notify us immediately of any seizure or other legal impairment of the products belonging to us. The customer shall bear all costs that have to be incurred for the cancellation of access by third parties to products that are subject to retention of title, unless such costs are borne by third parties.

7.3 We are entitled to demand the return of the products subject to retention of title in the event of default in payment or any other breach of material contractual obligations by the customer. If we make use of this right, this shall only constitute a cancellation of the contract if we expressly declare this.

8. assurances and notices of defects

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 deemed to be an agreement on the quality of the service. Warranted characteristics are only those which have been expressly designated as such in the order confirmation from Cyltronic or in the specifications enclosed with the order confirmation. The warranty is valid at the latest until the expiry of the warranty period (see sections 9.1 and 9.2 below).

8.2 Recognisable defects must be reported by the customer in writing immediately, at the latest 15 days after receipt of the service, hidden defects immediately after their discovery. The date of receipt of the complaint by us shall be decisive in each case.

8.3 At our request, the customer shall return the services complained about to us at his own expense. If the complaint is justified, we shall reimburse the costs of the most favourable shipping route; this shall not apply if the costs increase because the products are located at a place other than the place of intended use. If a notification of defects is unjustified, we shall be entitled to have the customer reimburse the expenses incurred by us.

8.4 Claims for defects shall be excluded if the defect is not notified in good time (see Clauses 8.2, 9.1 and 9.2).

9. material warranty and warranty period

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

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

9.3 In the event of material defects that have been reported in good time (see Clauses 8.2, 9.1 and 9.2), we are obliged either to remedy the defect (rectification) or to deliver defect-free services (replacement delivery).

9.4 All further claims of the customer such as cancellation (reversal of the contract step by step), reduction (price reduction) and compensation for damage to the service and any consequential damage are excluded.

9.5 If the rectification of defects in accordance with section 9.3 fails or if a reasonable deadline to be set by the customer for the rectification of defects has expired without success, the customer may withdraw from the contract or demand a reduction in the purchase price.

9.6 In the case of customary and/or only insignificant deviations from the agreed quality of the services or in the case of only insignificant impairment of usability for the intended use, the customer shall have no warranty claims for defects.

9.7 Warranty claims for defects are also excluded due to:

• natural wear and tear, in particular if 20,000 operating hours are exceeded;
• defects that occur after the transfer of risk (clause 1.4) as a result of improper use, handling, storage or installation, non-compliance with installation and operating instructions or safety recommendations or otherwise non-compliance with the relevant product operating instructions;
• defects that occur after excessive stress or use; or
• non-reproducible software errors; or
• electrically incorrect or not in accordance with the instructions or instructions.

9.8 Furthermore, there shall be no claims for defects if the service is modified by a third party or by the installation of parts of third-party origin.

9.9 If services or parts thereof that were not manufactured by us are defective, 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 accept no liability or warranty for the rectification of defects that were not carried out by us or by a third party authorised by us.

10. legal warranty

10.1 We shall not be liable for claims arising from the infringement of copyrights or other intellectual property rights of third parties (hereinafter "property rights") if the property right is or was owned or utilised by the customer or a company directly or indirectly controlled by the customer in terms of majority capital or voting rights or a company which controls the customer accordingly.

10.2 We shall only be liable for claims arising from the infringement of third-party property rights if at least one property right from the property right family has been published either by the European Patent Office or in one of the following countries: Switzerland, Germany,  Austria or the USA].

10.3 The provisions of clause 9 shall apply accordingly to defects of title that are not based on the infringement of third-party property rights.

10.4 The customer must inform us immediately of any (alleged) infringements of property rights or risks in this respect that become known to us and give us the opportunity to counteract such claims. At our request - insofar as possible and permissible - the customer must allow us to conduct legal disputes and settlement negotiations (also out of court).

10.5 We shall be entitled, at our discretion, to obtain a right of use for the service infringing the property right or to modify it so that it no longer infringes the property right or to replace it with a similar service that no longer infringes the property right. This shall also apply if the infringement of property rights has not yet been legally established or has not been recognised by us.

10.6 Claims by the customer are excluded if he is responsible for or has caused the infringement of property rights or if he does not support us to a reasonable extent in the defence against third-party claims.

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

10.8 Further claims of the customer or claims other than those regulated in this clause 10 due to the infringement of third-party property rights are excluded to the extent permitted by law.

11. claims for damages

11.1 We shall only be liable for damages for 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 bodily injury; or

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

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

11.6 The limitations of liability pursuant to clauses 11.1 and 11.2 also apply in the event of fault on the part of an employee, an auxiliary person or an affiliated company of Cyltronic in the fulfilment of Cyltronic's obligations and for the personal liability of Cyltronic's employees, auxiliary persons or affiliated companies.

12. indemnification in the event of third-party claims

If third parties assert claims against Cyltronic or its auxiliary persons (or announce such claims) due to acts or omissions of the customer or its auxiliary persons, the customer must indemnify Cyltronic and its auxiliary persons against all reasonable expenses incurred in defence against such claims (incl. time spent on own efforts, legal costs, legal fees, etc.). The customer shall indemnify Cyltronic and its auxiliary persons against all reasonable expenses incurred in the defence against such claims (including time spent on its own efforts, pre-litigation and litigation expenses for expert opinions, disbursements, legal fees and court costs) and shall otherwise indemnify Cyltronic and its auxiliary persons in full for all damages, interest, contractual penalties, fines, fees and other disadvantages, insofar as Cyltronic is not at fault.

13. confidentiality

13.1 "Confidential information" means all business secrets and business or technical information (including features that can be derived from objects, documents or software handed over, as well as other knowledge or experience) made accessible by a party, regardless of whether they are labelled as confidential or not.

13.2 Confidential information shall be kept secret from third parties as long as and to the extent that it is not demonstrably in the public domain or has been designated by the disclosing party for disclosure by the receiving party. It may only be made available within the receiving party's own organisation to those persons who must necessarily be involved in its use and who are also obliged to maintain confidentiality; it shall 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 authorised to reconstruct the services without the corresponding consent (so-called reverse engineering).

13.3 The parties shall inform each other immediately if they become aware that confidential information has been disclosed in breach of this contract. In this case, the receiving party shall use its best endeavours to ensure that this disclosed confidential information is not disclosed/used by the unauthorised recipient and is deleted. Upon request of the disclosing party, all confidential information (including any copies or records made) and items provided on loan shall be promptly and completely returned to the disclosing party, destroyed or deleted. The disclosing party reserves all rights to the confidential information.

14. data protection

If personal data is processed, the parties shall comply with the applicable statutory provisions on data protection. In this case, the details of the personal data collected by us and their respective processing are set out in our privacy policy https://www.cyltronic.ch/datenschutz/

15. Place of jurisdiction and applicable law

15.1 This contract shall be governed exclusively by Swiss law, excluding the Swiss Federal Act on Private International Law and excluding the Vienna Sales Convention.

15.2 All disputes arising out of or in connection with this Contract (including its interpretation, conclusion, performance, binding, modification, breach, termination or enforcement) shall be subject to the exclusive jurisdiction of the ordinary courts of Winterthur, Switzerland, without limiting any remedies.

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