These General Terms and Conditions (“GTC”) apply to all quotations,deliveries, goods, development and engineering services, software, cloud andIoT services and any other services provided by Elexor GmbH (“Elexor”).

These GTC apply exclusively to business customers (entrepreneurswithin the meaning of the law) and not to consumers.

These GTC apply to the exclusion ofany general terms and conditions, terms of purchase or other standard terms ofthe customer. Conflicting, deviating or supplementary terms of the customershall not become part of the contract, even if Elexor performs without expressobjection, unless Elexor has expressly agreed to their validity in writing.This also applies where Elexor refers to a document that contains or refers tothe customer’s terms.

Amendments, side agreements anddeviations from these GTC are only valid if confirmed by Elexor in writing (textform, including e-mail, sufficing).

Quotations are non-binding unlessexpressly stated otherwise. A contract is concluded upon Elexor’s written orderconfirmation, upon Elexor’s acceptance of the customer’s purchase order, orupon commencement of performance.

By placing a binding order, thecustomer accepts these GTC. Elexor’s order confirmation is decisive for thecontent and scope of the contract.

Unless agreed otherwise, prices are in Swiss Francs (CHF) and exclude VAT, freight, packaging, insurance, customs duties and taxes.

Where a contract is concluded in a foreign currency, the currency risk is borne by the customer. Elexor may invoice in the agreed currency.

For goods subject to long lead times, Elexor reserves the right to adjust the agreed prices to reflect changes in supplier prices, exchange rates, duties or freight occurring after order confirmation, provided delivery takes place more than four weeks after order confirmation. Quoted prices are only firm if delivery occurs within four weeks of order confirmation.

Unless agreed otherwise, invoices are due net within thirty (30) days of the invoice date without deduction. The minimum order value (goods and/or services of any kind) is CHF 50.– net.

If the customer is in default of payment, default interest of 5% p.a. shall accrue from the due date without a reminder being required; Elexor reserves the right to claim further damages caused by default.

Elexor may make delivery dependent on advance payment, partial payment or the provision of security, and may carry out credit checks, in particular where there are doubts as to the customer’s solvency.

Only delivery dates confirmed by Elexor in writing are binding. Lead times are otherwise estimates.

Partial deliveries are permitted to a reasonable extent.Delays caused by force majeure,suppliers, transport or events beyond Elexor’s reasonable control do notentitle the customer to damages or to withdraw from the contract during the periodof disruption.

Unless otherwise agreed (e.g. by reference to anIncoterms® 2020 clause), the risk of accidental loss and deterioration passesto the customer upon handover of the goods to the carrier or, at the latest,upon the goods leaving Elexor’s premises.

The goods remain the property ofElexor until full payment of all claims arising from the business relationship.The customer shall cooperate in any registrationrequired to perfect the retention of title (in Switzerland, entry in theretention-of-title register at the customer’s domicile).

If the customer resells goods that are stillsubject to retention of title, the customer hereby assigns to Elexor, by way ofsecurity, the resulting claims against its own customers up to the amount ofElexor’s claims.

The customer shall inspect deliveries immediately upon receipt andshall notify Elexor of any defects in writing without delay, at the latestwithin ten (10) days of receipt for obvious defects, and without delay afterdiscovery for hidden defects.

If the customer fails to give timely notice ofdefects, the delivery shall be deemed approved and accepted withoutreservation, and all warranty claims in respect of such defects shall lapse.

The warranty period is twelve (12) months from delivery, unlessmandatory law requires otherwise. This shortening of the statutory period isagreed between the parties.

In the event of a duly notified defect, Elexormay, at its discretion, repair or replace the defective product or issue acredit note. Further statutory warranty claims (in particular rescission orprice reduction) are excluded to the extent permitted by law, save where Elexorfraudulently concealed the defect.

To the maximum extent permitted bylaw, Elexor’s liability is excluded for indirect or consequential damages, inparticular lost profits, production downtime, loss of data, loss of use andthird-party claims. In any event, Elexor’s aggregate liability is limited tothe value of the respective order.

The above exclusions and limitationsdo not apply to, and the following liability remains unaffected:
●  liability for damage causedintentionally or by gross negligence (Article 100 of the Swiss Code ofObligations);
●  liability for death or personalinjury;
●  mandatory liability under theSwiss Product Liability Act (Produkthaftpflichtgesetz, PrHG);
●  any other liability that cannot beexcluded or limited under mandatory law.

Where liability for auxiliary persons (Article 101 CO) is limited, thislimitation applies only to the extent permitted by mandatory law.

Unless agreed otherwise, allintellectual property rights, source code, know-how, libraries, tools anddevelopment results remain the property of Elexor.

Upon full payment of the agreedremuneration, Elexor grants the customer a non-exclusive, non-transferableright to use the delivered work results (including software and firmware) forthe customer’s own intended purpose. Any further rights, in particular tosource code, modification or sub-licensing, require a separate writtenagreement.

Work results may contain third-partyor open-source components which are subject to their own licence terms; thecustomer shall comply with such terms.

For development and engineeringservices (work contracts), the customer shall examine and accept the workresults upon completion. Acceptance is deemed to have occurred if the customerdoes not notify material defects in writing within ten (10) days of delivery ormakes productive use of the results.

Stated availability targets areobjectives and do not constitute guarantees. Maintenance windows, necessaryupdates and outages of third-party providers (e.g. hosting, connectivity) donot give rise to liability. Specific service levels apply only if expresslyagreed in a separate Service Level Agreement (SLA).

Upon termination of the service,Elexor shall, upon the customer’s request made within thirty (30) days, makethe customer’s data available in a common format for retrieval; thereafterElexor is entitled to delete the data, subject to mandatory retentionobligations.

Where Elexor processes personal data on behalfof the customer in connection with cloud or IoT services, the parties shallconclude a separate data-processing agreement (Auftragsbearbeitungsvertrag) inaccordance with Article 9 of the Swiss Data Protection Act (DSG).

Each party shall keep confidential informationof the other party secret, use it only for the purposes of the contract, andprotect it during and after the business relationship with the same care itapplies to its own confidential information.

Elexor processes personal data inaccordance with the applicable Swiss Data Protection Act (DSG) and, whereapplicable, the EU General Data Protection Regulation (GDPR). Details of theprocessing are set out in Elexor’s separate privacy policy (Datenschutzerklärung),available at elexor.ch, which forms no part of these GTC but applies inaddition.

Where Elexor acts as a processor onbehalf of the customer, the data-processing agreement referred to in Clause 11applies.

Neither party is liable for delays ornon-performance caused by events beyond its reasonable control (force majeure),including but not limited to natural events, war, pandemics, official measures,energy or supply shortages and labour disputes. Performance obligations aresuspended for the duration of the event. If the event lasts longer than ninety(90) days, either party may withdraw from the affected part of the contractwithout liability.

The customer shall comply with all applicableexport-control, dual-use and sanctions regulations. Deliveries are subject tothe condition that no national or international export-control or sanctionsprovisions conflict with performance. If a required authorisation is denied ordelayed, Elexor may withhold or withdraw from the affected performance withoutliability.

Components, PCBs, custom mechanics, programmeddevices and all supplier-declared NCNR materials cannot be cancelled, modifiedor returned after order placement. If the customer cancels or reduces an order,Elexor may invoice all incurred costs, including purchased material,development, logistics, customs, storage and supplier cancellation charges.Elexor may store or deliver such material at the customer’s expense.

Customer forecasts and blanket orders authoriseElexor to procure long-lead and NCNR materials. The customer remainsresponsible for all materials procured on the basis of its forecasts, even ifdemand decreases or projects are cancelled.

In the event of allocation, shortage orobsolescence, Elexor may propose alternative components or Last-Time-Buypurchases where necessary. Elexor is not liable for delivery failuresattributable to its suppliers.

Customer-supplied material is accepted withoutwarranty as to its suitability, quality or completeness. The customer bears the risk of defects in such material and anyresulting consequences.

The customer may only set off claims that areundisputed or have been finally adjudicated. The customer may not assign claimsagainst Elexor to third parties without Elexor’s prior written consent, and maynot exercise a right of retention based on counterclaims arising from adifferent contractual relationship.

Should any provision of these GTC be or becomeinvalid, void or unenforceable, the validity of the remaining provisions shallnot be affected. The invalid provision shall be replaced by a valid provisionthat comes as close as possible to the economic intent of the invalidprovision. The same applies to any gaps.

Swiss substantive law appliesexclusively, excluding its conflict-of-laws rules and the United NationsConvention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for alldisputes arising out of or in connection with the contractual relationship isBaden, Canton of Aargau, Switzerland, being the registered seat of Elexor GmbH.Elexor is, however, also entitled to bringproceedings at the customer’s domicile or registered seat.