General Terms and Conditions of Business and Supply of Avellis Synco Leather (Swiss) AG

Article 1: Scope and amendment of these terms and conditions of business

1.1) The current version of these general terms and conditions of business apply to orders for and deliveries of goods which the contracting party has ordered from Avellis Synco Leather (Swiss) AG (hereinafter referred to as the “Sender” for short).

1.2) Terms and conditions of delivery to the contrary or deviating herefrom will not be recognised unless the Purchaser has indicated its agreement in writing thereto.

1.3) Amendments to these terms and conditions of business will be notified in text form to the contracting party. They will be deemed to have been approved if the contracting party does not object to them in text form. The Sender will make special reference to the consequence of this in the notification. The contracting party must send its objection to the Sender within 6 weeks of the changes being made known to it.

1.4) If any part of these terms and conditions of business is ineffective or inapplicable for whatever reason, this will not affect the validity or applicability of the remaining provisions.

Article 2: Quotations

2.1) All of our quotations are non-binding in terms of price, quantity, lead time and possibility of supply.

Article 3: Conclusion of the contract

3.1 ) By placing an order for goods, the contracting party makes a binding declaration of its intention to purchase the ordered goods.

3.2) If contracts with Purchasers are concluded subject to confirmation in writing or by fax, they will be subject to the content of the Sender’s letter of confirmation unless the Purchaser objects immediately thereto.

3.3) The Sender will only be bound if the purchase order has been accepted by the Sender in writing or if the Sender has begun to execute the order. The purchase order will be accepted on the proviso that the ordered goods are available at the time of shipping.

Article 4: Payment

Unless agreed otherwise, payment for deliverables and services from the Sender will be made net within the agreed payment term; the payment target will be calculated on the basis of the date of the delivery or service.

Article 5: Warranty and complaints

5.1) The Purchaser will submit complaints due to goods that are obviously defective or whose properties obviously deviate or due to delivery of goods that are obviously different from those ordered without delay, albeit no later than one week after receipt of the goods or after the defect has become obvious.

5.2) Complaints will only entitle the Purchaser to request subsequent performance; if this cannot be achieved within a reasonable period of time, the Purchaser may either exercise the right to rescind the contract or request a reduction in the purchase price. Section 205 et seq. of the Swiss Code of Obligations (OR) will be reserved in the event of a dispute.

5.3) The Purchaser must inspect the goods for material defects, e.g. in quantity, quality and condition, as soon as they are received and is obliged to record obvious defects on the receipt of delivery. Otherwise, Section 201 OR will apply accordingly. Damage during transport will not entitle the Purchaser to refuse acceptance from the Sender.

5.4) The Sender shall indemnify the Purchaser from claims under manufacturer’s liability, as well as on the basis of the Product Liability Act to the extent that the Sender or its suppliers have caused the product defect triggering the liability issue.

5.5) Where permitted by law, the Sender will not assume liability for lost profit, consequential or indirect loss.

Article 6: Force majeure

The Sender will not assume liability for delayed, poor or non-fulfilment of contractual duties attributable (directly or indirectly) to one of the following causes: natural disasters, war, terror, accidents, explosions, nuclear incidents, failure of operational installations and machines, sabotage, strikes, or other operational disruption by the workforce (irrespective of the justification of the claims), actions or omissions on the part of governmental authorities (de jure or de facto), congestion at ports, shortage of materials, workers, installations, fuel or energy supply, shortage of means of transport or any other cause (whether or not it is included in the list above) which is not attributable to the Sender, or which makes the fulfilment of duties either impossible or extraordinarily costly. If the supply of goods for the Sender is limited due to any of these causes, the Sender will be entitled to split the available goods fairly and at its discretion between its customers. If the delay in delivery as a result of any of these causes exceeds a period of twenty-one (21) days, each contracting party will be entitled to terminate the contract in respect of the goods which have not been delivered at the time the contract is terminated following written notification to the other party.

Article 7: Retention of title

The Sender will be given the following securities until such time as all the claims owing to the Sender against the Purchaser now or in the future, on whatever legal basis, are met:

7.1.) Title to the supplied goods will be reserved until complete settlement of all receivables owing to the Sender arising from the business relationship with the Purchaser.

7.2.) Where the goods are joined to or mixed with other materials, the Sender will acquire joint title to the resulting product reflecting the corresponding share of the value of the goods supplied. In this case, the Purchaser will act as the custodian.

7.3.) Goods to which the Sender acquires (joint) title will be referred to hereinafter as reserved goods. The Purchaser will be entitled to process and sell the reserved goods in the ordinary course of business provided it is not in arrears. The Purchaser will hereby assign the Sender all receivables arising from the sale of reserved goods by way of security, where necessary in an amount reflecting the Sender’s title thereto.

7.4.) Where goods to which the Sender has joint title in accordance with Paragraph 2 are sold or where reserved goods are sold together with other objects for a combined price, the assignment will be restricted to the pro rata amount for the reserved goods included in the sale or included in processing.

Article 8: REACH

Upon acceptance of the goods, the Purchaser will state that it satisfies the relevant provisions of Regulation 1907/2006 of 18 December 2006 (#REACH#) and the addenda thereto with regard to all the substances contained in the goods which have been used or produced in the EU or the European Economic Area or which have been imported into the EU or the European Economic Area.

Article 9: Place of jurisdiction and applicable law

9.1) The contract will be governed by Swiss law with the explicit exclusion of the United Nations Convention on Contracts for the International Sales of Goods.

9.2) The place of jurisdiction is expressly stated as being the competent courts in Liestal, Switzerland unless the Sender takes legal action through another court with jurisdiction over the facts of the case or geographically.

Ormalingen, August 2021