General Terms and Conditions of axelity ag

General

This document governs the general terms and conditions of business and delivery (GTC) of axelity ag. They form a binding contractual component between the customer and axelity ag (axelity).

Version

9 May 2022

Amendments

We may amend these GTC at any time without prior notice. The current version published on our website shall apply. To the extent that the GTC are part of an agreement with the customer, we will inform the customer of the change by email or other suitable means in the event of an update.

Subject Matter and Scope

Unless otherwise regulated in order confirmations and individual contracts, the relationship between axelity and the customer shall be governed by our GTC.

Quotations submitted by axelity are to be treated as confidential and shall remain binding for 30 days, unless otherwise agreed. At the request of axelity, all documents handed over must be returned if no contract is concluded.

All our information materials, price lists, quotations, verbal and written purchase contracts and deliveries are unconditionally, fully and exclusively subject to these GTC.

What is recorded in the written individual contract and/or in the order confirmation is binding. The content of the order confirmation shall be deemed accepted if any complaints are not reported without delay. Where required, the order confirmation shall be valid upon return of the duplicate signed by the buyer.

Purchase on approval (return guarantee) may be granted in individual cases with the express written consent of axelity.

Information Materials, Price Lists and Quotations

The information materials (catalogues, product descriptions), price lists and quotations, in particular the illustrations and information contained therein, serve as general guidance and are always subject to change and without obligation. Excluded from this are quotations specifically prepared for a buyer.

Modalities and Individual Contracts

The customer selects the software application based on requirements defined by the customer in writing, based on the written information provided by axelity and its suppliers.

The customer is informed by axelity about the costs of installation, customisation, training, maintenance and the business framework organisation for the use of the applications to the extent requested.

In addition to these GTC, individual contracts may be concluded depending on the axelity services desired.

Individual contracts are based, in this order, on the order confirmation and the GTC and govern in particular the following transactions:

• Granting of the right of use (terms of use)
• Granting of licences for software applications (licence agreement)
• Conclusion of software maintenance agreements (maintenance contract)
• Execution of work for the customer (service contract)

Prices

Prices are in Swiss francs, duty paid, excluding VAT, in standard packaging.

Price changes are generally reserved at any time until the conclusion of the contract.

Cooperation

axelity deploys qualified specialists for the tasks assigned by the customer. axelity may engage third parties for the fulfilment of the contract.

The fulfilment of the contract takes place in close cooperation with the customer and with the customer's active participation. The customer shall grant its responsible employees sufficient time and authority so that they can participate in project meetings, issue execution instructions, make decisions in a timely manner, and promptly report any problems and ambiguities identified on the customer's side.

axelity can only be held to correct and timely fulfilment of the contract to the extent that the customer actively cooperates and fulfils its obligations.

The customer is responsible in particular for providing axelity with the necessary information and data on objectives, operational processes and requirements.

The customer is informed that the level of costs, the time required and the practical benefit of the work result depend significantly on the customer's own contributions.

Rights to Software Applications

Copyright and other industrial property rights to results developed for the customer and/or documents, evaluations and/or software applications provided to the customer belong to axelity.

Unless otherwise agreed, the rights of use and software licences acquired by the buyer and the results developed by axelity grant the buyer the non-transferable and exclusive right to own use. All other rights remain with axelity or its licensors. In all other respects, the product-specific terms of delivery apply.

In any case, axelity shall remain entitled to freely use ideas, concepts, methods, techniques and know-how used in the fulfilment of the contract elsewhere.

The customer is prohibited from passing on the licence material to third parties and from using it beyond the agreed use, except in cases of a company sale to the legal successor.

If the customer damages or deletes the software application, axelity will, at the customer's request and to the extent reasonable, provide the best possible replacement. The customer must pay the actual replacement costs as well as any surcharge for an extended or newer version. Without a valid maintenance contract, the customer has no entitlement to free delivery of the latest software application versions.

Retention of Title

The object of purchase shall remain the property of axelity until the purchase price has been paid in full.

Delivery, Deadlines, Benefit and Risk

Unless otherwise stated in the order confirmation, delivery shall be made to the place of performance.

If the customer subsequently changes and/or extends the scope of work or fails to fulfil its obligations, fulfils them late or inadequately, the deadlines shall be extended accordingly. The same applies in the event that circumstances not attributable to axelity, in particular deadline overruns by third-party suppliers and the loss of key employees not attributable to axelity, lead to delays.

Non-attributable impossibility or unreasonable difficulty of performance releases axelity from the delivery obligation. The contractual relationship shall remain fundamentally unaffected. Non-compliance with the payment terms or the onset of the customer's insolvency shall release axelity from the obligation to perform.

Delivery periods serve as guidelines and are as such not binding. axelity endeavours to meet them even when unforeseen difficulties arise. Non-compliance with delivery periods does not entitle the buyer to withdraw from the contract or to claim damages.

The written purchase contract or the order confirmation or delivery note shall be authoritative for the scope and execution of the delivery. Services not included therein shall be invoiced additionally. Changes to the object of purchase in design and execution are reserved at all times. There is no obligation to make such changes to products that have already been delivered.

Partial deliveries are permitted and will be invoiced.

If a delivery date is postponed due to a change in order by the buyer, price changes are reserved.

After delivery, the customer shall examine the solution and the software applications within a period of 10 days. If the customer has not objected in writing to the functions or services and/or if the software applications are used productively, they shall be deemed accepted.

Upon delivery at the place of performance, benefit and risk shall pass to the customer.

Warranty

The functions of the objects of purchase are professionally tested prior to delivery. They must correspond to the written specifications agreed or, in the absence thereof, to the standard specifications of the supplier.

axelity carries out the work entrusted to it with care and expertise.

If the subject matter of the contract is the delivery of hardware or software applications for which axelity demonstrably procures from third parties on behalf of the customer, axelity can only assume warranty and liability towards the customer to the extent that the third-party supplier in turn guarantees and is liable to axelity under its terms and conditions. Any further warranty and liability is excluded. Compensation for other direct or indirect damages is expressly rejected. Costs for installation and removal as well as travel and transport costs shall be borne by the buyer.

The entitlement to flawless performance is subject to the customer reporting complaints in writing no later than one month after the possibility of becoming aware of them.

axelity warrants and is liable exclusively in accordance with the "Warranty" section. Any further liability or obligation in connection with the provision of services or deliveries under this contract, as well as the use and application of the work result and the results achieved therewith, is — except in cases of intent and gross negligence — expressly excluded. The exclusion of liability includes in particular both direct and indirect damages (consequential damages), in particular lost profits, unrealised savings, additional expenses of the customer or claims of third parties.

Payments

All payments are generally to be made to the registered office of axelity, net within 14 days or in accordance with the order confirmation or invoice. The absence of non-essential parts from the order or warranty claims against axelity do not entitle the customer to postpone due payments. Set-off against counterclaims not recognised by axelity is excluded.

In the event of late payment by the licensee, the licensor is entitled to suspend services until outstanding payments are received; to insist on fulfilment of the contract; or to declare the termination of the contract with a reasonable grace period and to demand damages for non-performance.

Advance payments or payment on delivery may be required at any time.

Unless the parties have expressly agreed otherwise or the order confirmation provides otherwise, the fee for the performance of the work by axelity shall be calculated on a time-and-materials basis. Expenses for travel, meals and accommodation, transmission costs, materials, taxes, fees, etc. shall be invoiced at actual cost. Travel time shall be considered working time.

If no special fee rates have been agreed, the current fee schedule of axelity shall apply. If the fulfilment of the contract takes longer than one year, axelity may adjust the rates once annually with two months' written notice.

Fixed prices or cost estimates by axelity are subject to the proviso that the customer does not subsequently change the scope of the contract or instructions and fulfils its obligations in a timely and comprehensive manner. Otherwise, axelity may invoice the additional effort separately.

Fees and accrued expenses are normally invoiced monthly and are payable without deduction within 14 days.

Export Prohibition

The export of products that have been subject to an export ban by the Division for Import and Export of the Federal Department of Economic Affairs or by corresponding foreign authorities is prohibited. This obligation is hereby transferred to the purchasers of these goods and must in turn be imposed upon any subsequent transfer.

Confidentiality

Both parties mutually undertake to maintain confidentiality regarding all perceptions that belong to the business sphere of secrecy. This also includes information, ideas, concepts and procedures relating to the licence material. The scope of confidentiality may be adapted to the respective circumstances through contractual agreement on specific measures.

Jurisdiction

The contractual relations between the contracting parties are subject to Swiss law. The contracting parties agree to seek an amicable settlement before resorting to the courts in the event of disagreements.

Should judicial proceedings nevertheless prove unavoidable, the place of jurisdiction and place of performance shall be Sargans SG.

Sargans, May 2022

(replaces all previous editions)