GDI

General delivery and installation conditions Version 2023

1.1 MB-01.01 Scope

The following provisions apply to all services (deliveries + work) in addition to the offer or the order. The GTC in particular apply to the delivery and assembly of machinery of TechnoWood AG (TW) at the principal’s premises. Agreements between TW and the principal that deviate from these GTC take precedence, provided they are in writing. Amendments to these GTC require the written form in order to be valid. The possible invalidity of individual provisions does not affect the validity of the remaining provisions.

1.2 MB-02.01 General obligations of TW

TW is obliged to carry out the work professionally by qualified personnel or to have it carried out by third parties, which are also included in the term “TW” in these GTC. The machinery is constructed in accordance with the Machinery Directive 2006/42/EC of the European Parliament and of the Council of 17 May 2006.

1.3 MB-02.11 General obligations of the AG

The principal is obliged to inform TW in writing, at the latest at the time of the order, of any regulations and standards of its jurisdiction which relate to performance of the assembly, immigration regulations and other services, the operation as well as the prevention of illness and occupational accidents etc. If the principal does not fulfil its obligations or only partially fulfils them, TW is entitled to fulfil them itself or have them fulfilled by third parties at the principal’s expense. For such a case, the principal unconditionally acknowledges its obligation to hold TW harmless.

1.4 MB-02.12 Cybersecurity

The customer is responsible for the security of his electronic data processing (EDP) and in particular for the security of the EDP in the environment of the TW systems. Measures such as virus protection, segmentation, data backup, etc., to prevent unauthorized and harmful interventions by external parties must be organized, kept up to date and paid for by the client. Claims for damages against TW resulting from cyber-attacks cannot be asserted.

1.5 MB-11.01 Price adjustment, late payments, and software licences

a) Price adjustment

A reasonable price adjustment in favor of TW takes place if:

• … …the type or scope of the agreed products or services are subsequently changed, or..
• … the products or services require changes because the documents supplied by the customer did not correspond to the actual conditions or were incomplete.

The reasons mentioned here for an appropriate price adjustment must be communicated by TW immediately and documented in a comprehensible manner.

b) Late payment
In the event of a delay in payment, a default interest of 5% will be applied.

c) Software licenses
Software licenses required for the basic operation of the system are included in the price. Unless explicitly listed, other software licenses and updates related to the system, such as TeamViewer and virus scanners, are not part of the scope of delivery and are not included in the purchase price.

1.6 MB-21.01 Delivery times, extensions, breach of deadline

a) Breach of deadline by customer
A bindingly agreed delivery deadline period will be extended appropriately in favor of TW if,…

• … the information that TW needs for the execution of the work is not received in due time or if the customer subsequently changes it, or …
• … the customer does not meet its contractual obligations, in particular is in arrears with payments.

In the event of a breach of the deadline by the customer, the customer has to pay in full the resulting and documented transport and storage costs, work and administrative expenses, with the administrative expenses being charged at an hourly rate of CHF 120 and a maximum of 10% of the other delay-related expenses. The new deadlines will be determined jointly by TW and the customer. With the extension of the deadline by the customer, they accept all subsequent delays without any claims for compensation against TW. If the deadline is extended, the conditions relating to deadlines and compensation apply. With the acceptance of the extension of the deadline by the principal, the principal accepts all subsequent delays without any claims for compensation against TW. In the event of an extension of the deadline, the conditions regarding deadlines and compensation will be adopted.

b) Breach of deadline by TW
If an agreed deadline is not met for reasons for which TW is demonstrably solely responsible, the costumer can demand compensation of 0.5% per full week up to a maximum of 5%, which is owed under all titles. The compensation is calculated from the price of the partial order, which cannot be put into operation in time due to the delay. With the compensation, all claims by the costumer as a result of the delay are covered. Further claims by the customer,
in particular damages and penalties, are excluded. In general, there are no claims for compensation for the first six weeks of delay.

c) Breach of deadline – general
TW cannot be held liable for circumstances for which TW is not responsible, for example if mobilization, war, civil war, riots, sabotage or a pandemic occur or are imminent, as well as in the case of labor disputes, accidents, measures or omissions by authorities or state bodies, unforeseeable transport obstacles, fire, explosion and natural disasters.

1.7 MB-31.01 Plans and technical documentation, property rights

Irrespective of the order or contract for work, both parties retain their rights to intellectual property rights such as plans, source codes, know-how, patents, etc. The receiving contracting party recognizes these rights and will not make the documents available to third parties in whole or in part or use them for purposes other than those
for which they were handed over without the prior written authorization of the other contracting party. The client is only entitled to the delivery of documents in PDF format and layout plan data in PDF and DWG format. The client is only entitled to receive documents in PDF format and layout plan data in PDF and DWG format. Excluded from this regulation are explicitly agreed services for the design of processing tables and simplified collision volumes, which are delivered in 3D. The client allows TW to use the process and production data from the system for internal evaluation.

The data is also available to the costumer in the form defined by TW and without any claim to the associated work performance. TW grants the costumer the right to use all documents that are handed over with the execution of this contract. The right of use is unlimited and only covers the operation, repair, maintenance, modification and processing of the purchased system, which is possible without interfering with the
source code. Irrespective of the right of use, all ownership rights to the intellectual property remain unconditionally with TW. The costumer is aware that if the original system is modified or processed, the guarantee and warranty claims will be voided.

1.8 MB-32.01 Conditions – foundation

The principal is responsible for a suitable, safe and reliable foundation. An unsuitable subsoil may cause a subsidence, which may require additional alignment work on the machinery,which is charged to the principal. TW provides the specifications for the planning.

1.9 MB-42.01 Transfer of use and risk

With the acceptance of the product or service(see article MB-64.01), possession and ownership as well as use and risk of the object of purchase are transferred to the customer. If the customer undertakes the transport, they bear the risk for the system to be assembled, including tools, equipment and materials, from loading at TW to unloading at the
assembly site.

1.10 MB-51.01 Non-performance or poor performance

In all cases of non-performance or poor performance, the customer is obliged at least twice to set TW a reasonable grace period in writing. If this period of grace elapses without being used due to the fault of TW, the customer can withdraw from the partial contract with regard to the work that has been carried out in breach of contract or whose execution in breach of contract is foreseeable and request a proportionate return of the down payments. In any case, withdrawal from the entire contract for work and services is excluded. TW is liable to the customer only for damages caused by improper fulfillment of the contract, whereby TW has the right of exculpation (acting without fault). Liability for damage resulting from delay is governed by Article MB-21.01.

Liability for damage resulting from poor performance, non-performance and consequential damage is limited to the benefits available from TW’s assembly insurance (Helvetia Swiss insurance company) to the extent permitted by law. The customer acknowledges that the insured assembly period (including trial operation) is a maximum of 3 months and does not cover preparatory work by the customer. The insurance coverage begins only after the unloading of the insured items at the assembly site.

1.11 MB-53.01 Contract termination by TW

In the event of unforeseen circumstances, insofar as they significantly change the economic value of the performance or have a significant effect on TW’s operations, and in the event that the performance proves to be impossible after conclusion of the contract, the contract shall be adjusted accordingly. If this is not justifiable economically, TW is entitled to cancel the contract wholly or in part. Soweit dies wirtschaftlich nicht zumutbar ist, steht TW das Recht zu, ganz oder teilweise vom Vertrag zurückzutreten. If TW intends to exercise the right of cancellation, it shall notify the principal in writing without delay after realizing the significance of the event, even if an extension of the assembly time was initially agreed with the principal. If the cancellation of the contract by TW is communicated in writing before the date on which the material is ordered, the principal has no claim for damages. In the event of a withdrawal by TW and insofar as it can be proven that it has suffered damage as a result,
a claim for damages of a maximum of 5.0% of the order amount, but not more than CHF 50,000.

1.12 MB-62.01 Assembly

The AG must ensure that …

• … the material to be assembled is stored protected from all potential dangers. Material that is lost or damaged during storage will be repaired or delivered to the customer at their own expense.
• … the transport routes to the installation site outside public roads are in a usable condition and the installation site itself is in a work-ready condition and that unhindered access to the installation site is guaranteed and all necessary rights of way and driveways are ensured.
• … heated or air-conditioned, lockable rooms for TW assembly personnel are provided in the immediate vicinity of the workplace.
• … authorized person to give hot work (welding, soldering, …) are on site, flammable materials have been removed from the danger zone or objects that cannot be moved have been covered, extinguishers have been provided and sporadic control has been organized for the further 12 hours.

In accordance with TW’s specifications or assembly schedule, the principal must provide in good time the following services at his own expense:

• …the work area of the TW employee must be mechanically secured against other systems on the same production line with impact protection walls and impact protection frames as well as other relevant security measures. The customer shall provide the following services at their own expense in accordance with the information provided by TW or its assembly program:
• … qualified skilled workers such as electricians and unskilled workers with the necessary tools and equipment, if their involvement has been explicitly agreed upon. These workers must perform the necessary services according to TW’s specifications and schedules. operational cranes and hoists, insofar as their provision has been specially agreed upon between the parties. This equipment will be operated by TW staff or by the customer’s staff, who are available throughout the assembly and service period and must follow the instructions of TW staff.
• … if necessary, the provision of appropriate scaffolding, lifting equipment, work platforms and the like.
• … Provision of the necessary electrical power and lighting including

1.13 MB-62.05 Work at the Order of the Client, Waiver of Warranty and Right of Recourse

Without TW’s written permission, the principal is not authorized to use its own personnel or third parties for work which does not form part of the contract. Even if TW has agreed to such work, no liability for the same is accepted by TW. The principal waives any liability and warranty claims against TW for work carried out on the principal’s instructions without specific instructions from TW. If persons are injured or objects / IP damaged as a result of actions or omissions on the part of the principal or its auxiliary persons and if a claim is made against TW for this reason, TW shall be entitled to an unlimited right of recourse against the principal, subject to the proviso that no gross negligence occurred on behalf of TW.

1.14 MB-63.01 Accident prevention and safety

The customer must comply with the applicable accident prevention regulations at his own expense and order the necessary accident prevention measures that affect construction site safety and the environmental protection of the assembly site. At its own expense, TW shall take the measures necessary for its staff to comply with the applicable accident prevention regulations. If TW’s personnel are endangered or are significantly impeded in the execution of their work, TW is entitled to order the assembly personnel to return. In these cases, as well as in the event that personnel are held back after completion of their work, the customer shall indemnify the waiting time billed according to the corresponding hourly or daily rates, including travel expenses incurred by TW.

1.15 MB-64.01 Acceptance

The Customer shall be entitled and obliged to accept the plant as soon as it has been notified of the completion of the assembly phase and a contractually provided test workpiece has been successfully produced. Acceptance shall take place on the date agreed upon at the time of signing the contract and which is part of this agreement. If no date can be set at the time of signing or if this agreed date is cancelled by mutual agreement in the course of execution of the order, the Client and TW shall jointly set a new acceptance date. However, the acceptance date may not be set later than 4 weeks after the completion of the assembly phase indicated by TW. If the acceptance is delayed through no fault of TW, the acceptance shall be deemed to have taken place after the expiry of two weeks after the specified acceptance date and/or the start of production with the plant by the client. Upon acceptance, TW’s liability for recognizable defects ceases, unless the principal has reserved the right to assert a specific defect. The contractual warranty period begins upon acceptance. If the machinery proves not to be in conformity with the contract, TW is obliged to remedy the defect. This, however, does not apply if the defect is insignificant or is due to a circumstance attributable to the principal. If there is an insignificant defect, the principal may not refuse acceptance. The documentation of the acceptance shall be in written form.

1.16 MB-71.01 Warranty

The warranty period is 12 months. The warranty period begins either with the start of production at the AG or after acceptance at the AG.
The event that occurs first is relevant. TW has the right to rectify defects. The AG shall set TW a reasonable period for rectification at least twice. If the second attempt to remedy the defect within the set time limit also fails, the AG may first set further time limits for remedying the defect, assert a right to reduce the price or commission a third party to remedy the defect at TW’s expense (substitute performance). In all cases, TW shall also owe damages in accordance with Article MB-51.01. The maintenance and wear parts explicitly defined by TW (e.g. seals, etc.) and the auxiliary and operating materials (e.g. oils, greases, etc.) are excluded from the warranty. prerequisites for the full warranty by TW is:

• The timely and correct performance of all maintenance work according to the maintenance plan and
  Operating instructions and their proof with the forms from TW
• The use according to its purpose and the correct operation according to instructions.
• The implementation of any possible repair work exclusively by employees of TW.
• That no changes or modifications are made to the product by the principal.
• That in case of product defects TW is granted an adequate and timely opportunity for their rectification.
• The immediate notification of the warranty claim to TW.

TW reserves in any case the right to limit or reject any warranty if these prerequisites are not or only partially fulfilled. The warranty shall expire prematurely if the OP or third parties carry out improper modifications or repairs or if the OP, if a defect has occurred, does not immediately take all appropriate measures to mitigate the damage.

1.17 MB-72.01 Availability of spare parts

TW warrants that spare or wear parts (or compatible parts) for mechanical parts are available for at least 10 years and IT related spare or wear parts for at least 3 years upon final acceptance. The retention obligation for drawings is 10 years.

1.18 MB-72.03 Support / Schulung

TW’s customers are supported by internal TW specialists from the software and mechanics departments

a) Availability support during office hours
Support is available, except on official holidays at TW’s domicile, from
Monday to Friday, 08.00 to 12.00 and from 13.30 to 17.00.

b) Availability support outside office hours
Upon request, time-defined support can be provided outside of official office hours.

c) Operator training
It should be noted that the training of new employees of the AG on the TW systems cannot take place within the support activity. Training of new employees should be registered, coordinated and charged separately.

1.19 MB-81.01 Access to facility

In principle, TW, together with interested parties, has the right to visit the machinery and the immediate surroundings of the machinery. Visits must be announced and the visiting company or the names of the representatives must be communicated. TW must schedule these visits reasonably and must ensure that the production process is not affected. In return, the principal is granted a right to visit at the premises of the interested party. The principal reserves the right to refuse the visit in justified individual cases.

1.20 MB-82.01 Publication of pictures and films

TW is entitled to publish pictures and films of the machinery. Pictures and films will be appropriately marked with a reference to their origin when published.

1.21 MB-92.01 Jurisdiction and applicable law

The legal relationship shall be governed by Swiss law, excluding application of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG). Any differences shall be settled amicably whenever possible. If an amicable settlement is not reached, the ordinary courts at the domicile of TW shall have exclusive jurisdiction.

1.22 MB-99.01 Validity of the offer

The offer is valid for 30 days from the date of receipt.