1. General

The conditions listed below apply to all present and future sales and deliveries, insofar as no other conditions have been agreed in writing. The purchaser’s commercial conditions are only applicable if they have received our written agreement.

2. Scope of deliveries and services

Our deliveries and services are listed in the order confirmation, delivery note or invoice. We reserve the right to make constructional or technical changes to the sale.

3. Plans and technical documentation

Technical data is only binding if confirmed in writing.

4. Requirements applicable to the destination and safety devices

The purchaser must draw the supplier’s attention, at the latest at the time of the order, to the regulations and standards applicable to the execution of the deliveries and services, their operation and the prevention of illness and accidents.

5. Prices

Prices, in Swiss Francs, Euros or US Dollars, are net ex works without packaging or other deductions. All ancillary costs such as packaging, transport, insurance, export, transit and import permits, as well as other authorisations and certifications, are at the purchaser’s expense.

6. Terms of payment

The purchaser shall pay the costs of the goods in accordance with the agreed terms of payment at our domicile, without deduction of any discount, costs, taxes, duties or other charges. If the purchaser defaults on his contractual obligations, we shall be entitled to withhold our deliveries and services until such time as the payments due in accordance with the terms of the contract have been made and future payments have been secured.

7. Reservation of ownership

We reserve ownership of the goods delivered until the purchaser has fulfilled all contractual obligations. If necessary, the purchaser is obliged to assist us in protecting our property.

8. Delivery times

The delivery period begins on confirmation of the order, but not before clarification of all the details of the work to be carried out and receipt of any documents, materials and tools that may be required, as well as payment of the agreed deposit. The delivery time indicated in the order confirmation is only an approximate value. If delivery times are exceeded, the purchaser has neither the right to cancel the order nor the right to claim compensation. Unforeseeable circumstances for which Sensile Technologies is not responsible, such as force majeure, war, defective or delayed delivery, machine or tool breakdown, operational disturbances, strike, pandemic, epidemic, official measures, shortage of energy or raw materials, major operational disruptions, in particular cyber-attacks, shall consequently extend the delivery or service period. Any claim for damages by the purchaser is therefore excluded.

9. Tool

In any cases, the tools remain our property, even if the purchaser has paid all or part of the costs. We are not obliged to return them.

10. Transfer of use and risk

Use of and risk in the goods shall pass to the purchaser when the goods are dispatched. If dispatch is delayed at the purchaser’s request or for reasons for which the supplier is not responsible, the risk shall revert to the purchaser from the originally planned date of dispatch. After this date, the goods are stored at the expense and risk of the purchaser.

11. Delivery, transport and insurance

Transport is at the purchaser’s expense and risk. Upon receipt of deliveries or transport documents, the purchaser must immediately notify the carrier of any complaints relating to the delivery or transport. It is the purchaser’s responsibility to take out insurance against damage of any kind.

12. Examination and acceptance of deliveries and services

The purchaser must inspect the deliveries and services within fifteen days of the date of receipt and notify Sensile Technologies SA of any defects without delay and in writing. If he fails to do so, the deliveries and services shall be deemed to have been accepted. The supplier must remedy any defects notified to him as quickly as possible, and the purchaser must give the supplier the opportunity to remedy them. Irrespective of any defects in the deliveries and services, the purchaser shall only be entitled to the rights and claims expressly mentioned in section 13.

13. Warranty and liability

13.1 The products are guaranteed for 24 months (guarantee period). The guarantee period begins as soon as the delivery leaves the factory, i.e. as soon as it is available.

13.2 The warranty terminates prematurely if the purchaser or a third party carries out inappropriate modifications or repairs or if the purchaser, if a defect occurs, does not immediately take all appropriate measures to reduce the damage and does not give Sensile Technologies SA the opportunity to remedy the defect.

13.3 Sensile Technologies SA undertakes, at the written request of the purchaser and at our option, to repair or replace with irreproachable goods all parts of the delivery which are or become defective or unusable because of poor design, the use of poor-quality materials or defective construction as soon as possible, provided that the defect appeared during the warranty period. All replaced parts become the property of the supplier. The supplier shall bear the costs that arise to repair the goods in its workshops. If the repair cannot be carried out in the supplier’s workshops, the purchaser shall bear the resulting costs, insofar as these exceed the usual costs of transport, labour, travel and accommodation, as well as the dismantling and assembly of the defective parts.

13.4 The promised qualities are only those described as such in the order confirmation or in the specifications. The assurance given is valid at most until the expiry of the warranty period. If the promised qualities are not or only partially met, the purchaser is entitled to immediate rectification by the supplier. To this end, the purchaser must give the supplier the necessary opportunity and time.

13.5 Excluded from the warranty and liability of Sensile Technologies SA are damages which cannot be proven to be the result of poor-quality material, faulty manufacture or workmanship, e.g. as a result of natural wear and tear, faulty maintenance, failure to observe the operating instructions, excessive use, unsuitable tools, chemical or electrolytic influences. The warranty and liability of Sensile Technologies SA are excluded for damage which cannot be proven to be the result of poor quality material, faulty manufacture or workmanship, e.g. as a result of natural wear and tear, faulty maintenance, failure to observe the instructions for use, excessive use, unsuitable tools, chemical or electrolytic influences, construction and assembly work not carried out by the supplier or for other reasons for which Sensile Technologies SA is not responsible.

13.6 The purchaser may not assert any rights or claims relating to any material, manufacturing or performance defects or the absence of guaranteed qualities, except those expressly mentioned in sections 13.1 and 13.5.

13.7 The supplier may only be held liable for insufficient consultation and similar reasons or for breach of contractual ancillary obligations if proof of intent or gross negligence is provided.

13.8 In the event of an unjustified complaint, all costs relating to the complaint will be borne by the purchaser.

14. Non-performance, imperfect performance and consequences

In such a case, the provisions of clause 15 shall apply to any claims by the purchaser for damages and to the exclusion of any more extensive liability, and any claim for damages shall be limited to 10% of the price indicated in the contract for the deliveries and services affected by the cancellation of the contract.

15. Exclusion of all other responsibilities of the supplier

All cases of breach of contract and their legal consequences, as well as all claims by the recipient, irrespective of their legal basis, are exhaustively regulated in these conditions. All claims for compensation, price reduction, cancellation or rescission of the contract which are not expressly reserved by these conditions are excluded. Under no circumstances may the purchaser claim compensation for defects which have not occurred in the object of the delivery itself, in particular loss of production, loss of use, loss of orders, savings not made, loss of profit or any other direct or indirect damage. This exclusion of liability does not apply in the event of fraud or gross negligence on the part of the supplier; it does, however, apply in the event of fraud or gross negligence on the part of third parties. This exclusion of liability does not apply if it is contrary to mandatory law.

16. Export restrictions

16.1 The purchaser shall not at any time,
– sell, and/or
– export and/or
– re-export,
directly or indirectly, to the Russian Federation and/or the territories occupied by the Russian Federation and/or for use in the Russian Federation and/or the territories occupied by the Russian Federation any goods / services / technology / confidential information provided under or in connection with any agreement with Sensile Technologies.

16.2 The purchaser shall use its best endeavours to ensure that the purpose of paragraph (1) is not frustrated by third parties down the trading chain, including any resellers.

16.2 The purchaser shall establish and maintain an adequate monitoring mechanism to detect any behaviour by third parties down the trading chain, including possible resellers, which would frustrate the objective of paragraph (16.1).

16.3 Any breach of paragraphs (16.1), (16.2) or (16.3) shall constitute a material breach of an essential element of our agreement, and Sensile Technologies shall be entitled to seek appropriate remedies, including but not limited to:

i. the termination of any existing agreement; and/or

ii. a penalty of 10% of the total value of any existing agreement or the price of the goods exported, whichever is greater.

16.3 The purchaser shall immediately inform Sensile Technologies of any problems in the application of paragraphs (16.1), (16.2) or (16.3), including any relevant third-party activity which may frustrate the purpose of paragraph (16.1). The purchaser shall make available to Sensile Technologies information relating to compliance with the obligations set out in paragraphs (16.1), (16.2) and (16.3) within two weeks of a simple request for such information.

17. Supplier’s right of recourse

If, as a result of an act or omission by the purchaser or its personnel, persons are injured or property is damaged and the supplier is held liable for this, the supplier shall have a right of recourse against the purchaser.

18. Place of jurisdiction and applicable law

18.1 The place of performance and jurisdiction for the purchaser and the supplier is 1110 Morges / VD (Switzerland). However, the supplier is entitled to sue the purchaser at the latter’s place of business.

18.2 All legal relationships between the supplier and the purchasers are subject to Swiss law, to the exclusion of the UN Purchasing Code (Vienna Purchasing Code).

Morges, 05.03.2024