General Terms and Conditions of Business of Techno Bloxx AG

Valid from September 1st 2006

§1 Scope

(1) These General Terms and Conditions of Business apply to all business relationships between Techno Bloxx AG and its Customers in the respective version applicable at the time of the conclusion of the Contract.

(2) Our General Terms and Conditions of Business are exclusively applicable. Contradictory conditions or conditions of the Customer which deviate from our General Terms and Conditions of Business will not be recognised unless Techno Bloxx AG has expressly agreed to this in writing on a case-by-case basis.

§2 Establishment of the Contract

(1) The Contract shall be established by virtue of our accepting the contractual offer submitted by means of the order of the Customer through our order confirmation. This order confirmation contains the essential details of the Customer’s order.

(2) In the case of orders, Techno Bloxx AG reserves the right to demand prepayment equivalent to the order value. If prepayment is demanded, then the order will be processed only after payment has been received. Techno Bloxx AG may exercise its discretionary right to demand prepayment if this is indicated on a case-by-case basis, in particular in cases in which at the time of the receipt of the order outstanding invoices have already reached dunning stages.

§3 Delivery, transfer of risk, acceptance delay

(1) Techno Bloxx AG shall deliver the ordered goods to the address specified by the Customer in the order. Techno Bloxx AG shall be entitled to make partial deliveries. The Customer shall bear the delivery and transport costs.

(2) The Customer will be notified of the probable readiness for delivery at the time of the order confirmation. Details of the probable delivery period are non-binding, unless Techno Bloxx AG has provided the Customer with a written binding undertaking on a case-by-case basis. The delivery period shall be deemed to have been adhered to if the object of the Contract has left our works by the time of its expiry, or if readiness for dispatch has been notified.

(3) In the event of a supplier of Techno Bloxx AG no longer supplying the ordered goods notwithstanding contractual obligations, and in the event of this leading to a non-temporary hindrance to performance for which we cannot be held responsible, then we shall be entitled to withdraw. Furthermore, events of force majeure shall also entitle us to delay the delivery by the duration of the hindrance and a reasonable start-up period, or to withdraw wholly or in part in respect of the part which has not yet been fulfilled. In the case of withdrawal, we will inform you without delay about the non-availability and will reimburse without delay any counter-performances which have already been performed.

(4) Unless otherwise agreed in writing, the delivery shall be performed “ex works”. We shall arrange the delivery to the Customer in his name and at his risk. This shall also apply if we bear the cost of the transport and/or insure this on the basis of individual arrangements. The risk of the loss or damage of the object of the agreement as well as the obligation to bear the costs arising from the goods shall be transferred to the Customer as soon as the consignment has been handed over to the person commissioned to provide the transportation or has left our works for the purpose of delivery. This shall also apply to partial deliveries and to free deliveries. If the dispatch is delayed on the instructions of or due to the fault of the Customer, in particular because the Customer has failed to issue instructions in good time, then the risk shall be transferred to the Customer at the time of the notification of readiness for delivery.

(5) We shall not be liable for damage and losses which occur during transportation. Damage and losses shall in particular not free the Customer from the obligation to pay the purchase price to us in full. If the Customer has not issued particular delivery instructions, then we shall arrange the consignment using the means which in our estimation are the most suitable. At the request of the Customer, which must be communicated at the time of the placement of the order, we shall take out transport insurance for the deliveries in his name and at his expense. We shall be entitled to name ourselves as the beneficiaries. When selecting the transport insurer, we shall only be liable for the normal diligence which we apply to ourselves.

(6) An object for delivery which is reported as being ready for dispatch in accordance with the provisions of the agreement must be accepted by the Customer without delay. Should the delivery be delayed on the instructions or due to the fault of the Customer, then we shall be entitled, at out discretion, either to send or to store the contractual object at the cost and risk of the Customer, and following the expiry of a period of grace of one week shall be entitled to invoice this. In the case of storage, in order to offset the costs incurred by the storage, we shall be entitled to charge the Customer a flat-rate storage charge amounting to 0.5% of the invoice amount for each month or part month of the delay, insofar as the Customer does not demonstrate that the incurred losses or expenses were of lesser magnitude. In the case of higher storage expenses being incurred, we shall reserve the right to claim these.

§4 Reservation of title

(1) Techno Bloxx AG shall reserve the title to the merchandise until the receipt of all payments arising out of the Contract. In the case of payment default, we shall be entitled to withdraw from the Contract and to demand the return of the merchandise.

(2) Techno BLOXX AG reserves the right, including after the concluding the contract, to perform a creditworthiness check on the Customer, and in the event of a negative result to withdraw from the Contract.

§5 Terms of payment, dunning costs

(1) Unless otherwise agreed, all goods deliveries are payable prior to dispatch. The goods will be dispatched only if the sum charged in the invoice has been credited to our bank account without deductions. In the event of our already having delivered the goods, then the purchase price shall be owed immediately without deduction irrespective of any agreed payment deadlines.

(2) The contractual and invoice currency is CHF (Swiss francs).

(3) If dunning costs are incurred following default, we shall have the right to charge a flat-rate dunning charge amounting to CHF 5.00, insofar as it is not demonstrated that these expenses have not been incurred or were significantly lower. Further claims, in particular relating to the enforcement of the claim by a collection agency or a lawyer, remain unaffected.

§6 Revocation

(1) With the exception of the delivery of defective goods (cf. §10), the Customer shall not be entitled to revoke his declaration of intent issued at the time of the conclusion of the contract. Defective goods must be sent back to us following consultation with Techno Bloxx AG. The Customer shall bear the burden of proof for the dispatch of the goods which are to be sent back.

(2) In the case of an effective revocation, the Customer shall be obliged to grant the return of the received goods. Should the Customer be unable to grant the return of the received goods wholly or in part or only in deteriorated condition, then in the event of his revocation the Customer shall be obliged to reimburse Techno Bloxx AG for the corresponding reduction in value. Insofar as the Customer has already paid the purchase price, Techno Bloxx AG shall be entitled to deduct the reduction in value from the reimbursement sum. In certain cases, the reduction in value may correspond to the paid purchase price.

(3) The cost of the return consignment shall be borne by the Customer, unless the delivered goods or rendered services do not correspond to what was ordered or are defective.

(4) In return, Techno Bloxx AG shall, in the event of an effective revocation, reimburse to the Customer any purchase price which may have already been paid. Until the complete return consignment of the goods, Techno Bloxx AG shall exercise its right of reservation of title.

§7 Customs duties, value added tax

(1) In the case of goods imports to countries outside Switzerland, import duties may be incurred which the Customer shall be obliged to bear. These may vary, depending upon the particular customs territories. The Customer shall be responsible for the proper settlement of the applicable customs duties and fees. Import duties do not constitute consignment costs.

(2) In the case of goods delivered within Switzerland, the declared price includes the applicable statutory value added tax. In the case of exports to other countries, the declared price represents the net price without value added tax.

§8 Address

Company address:
Techno Bloxx AG
Bützenweg 20
CH-6300 Zug

Tel: +41 (0)41 729 86 68
Fax: +41 (0)41 729 86 69

§9 Data protection

Data required for the processing of the business transaction will be stored in accordance with strict adherence to the applicable provisions, and when the order is processed, may be passed on to affiliated companies as well as third party companies commissioned for the purpose of processing the order. All personal data will be handled confidentially.

§10 Liability

(1) Should the delivered goods be defective at the time of the transfer of risk, then we shall ensure that the defect is rectified or shall arrange a replacement delivery. Complaints must be issued at the latest within 10 days following receipt of the product. In the event of the rectification works or replacement delivery failing to have the desired effect, the Customer may demand at his own choice either that the remuneration be reduced or to rescind the Contract.

(2) Our liability for our own fault, as well as that of our statutory representatives and vicarious agents, is limited to wilful intent and gross negligence. This shall not apply to the breach of essential contractual obligations and the absence of warranted characteristics. Liability under the Swiss Product Liability Act [Produkthaftungsgesetz] remains unaffected.

§11 Applicable law and place of jurisdiction

(1) The provisions of Swiss law shall apply, even if the order derives from abroad or if the goods are delivered abroad.

(2) The place of jurisdiction for all disputes is Zug, Switzerland.

(3) We shall also be entitled to bring legal claims before the general place of jurisdiction of the Customer.

(4) The invalidity of individual provisions shall not affect the validity of the remaining parts of the Contract and these General Terms and Conditions of Business.