Gema Switzerland GmbH, Mvenstrasse 17, CH-9015 St.

Gallen, Switzerland
Tel. (+41) 71 313 83 00, Fax (+41) 71 313 83 83

General Conditions of Sale

1. Preamble
These general conditions of sale of Gema
Switzerland GmbH, apply to the entire
product range of Gema Switzerland
GmbH and are an integral part of all sales
contracts concluded with its customers.
They also apply to future transactions
even if these do not explicitly reference
these general conditions of sale.
With the conclusion of the sales contract,
at the latest, the customer accepts these
general conditions of sale.
Customer orders become binding only
when they are confirmed in writing by
Gema Switzerland GmbH, or when the
ordered goods are shipped. Gema Switzerland GmbH reserves the right to reject
any orders without disclosing the reasons.

2. Technical specifications and documents

Technical documents such as drawings,
descriptions, illustrations as well as any
dimension, performance or weight specifications are strictly for information purposes and do not warrant specific characteristics. Gema Switzerland GmbH reserves the right to make changes as
technical progress may warrant.
All technical documents remain the intellectual property of Gema Switzerland
GmbH and may only be used for the purposes specified by or agreed to by Gema
Switzerland GmbH.

3. Regulations applicable at the

place of destination
With the order, at the latest, the purchaser shall supply Gema Switzerland GmbH
with information on the regulations and
standards applicable at the place of destination to the extent that these are relevant to the supply of goods and services
as well as to the conformance with safety
and approval regulations.
In the absence of any other stipulations
the supplied goods and services shall
conform to the regulations and standards
applicable at the domicile of the purchaser as specified by the latter to Gema
Switzerland GmbH.

4. Prices
Save for any stipulations to the contrary,
all prices are deemed to be net, f.o.b.
plant in St.Gallen, excluding packing, and
without any deductions. All extra costs
such as freight, insurance, permits for
export, transit, import etc., as well as any
certificates, shall be borne by the purchaser. The purchaser is also responsible
for any taxes, fees, and custom duties
imposed on the delivery.
If the costs for packing, freight, insurance,
taxes, duties and other extra costs are

included in the offer or delivery prices, or

if they are itemized separately in the offer
or on the order confirmation, then Gema
Switzerland GmbH reserves the right to
adapt the rates to any changes in the
tariffs.

5. Terms of payment
The purchaser shall tender payment at
the domicile of Gema Switzerland GmbH
without any deductions such as discounts, expenses, taxes, and fees, in
accordance with the agreed terms of
payment.
In the event of late payment by the purchaser, default interest at the then prevailing Euromarket interest rate, but not
less than 6% p.a., will be charged. If the
purchaser defaults on his payments, Gema Switzerland GmbH reserves the right
to hold back deliveries relating to other
orders or to cancel such orders.
Gema Switzerland GmbH reserves the
right to execute deliveries on C.O.D. basis for as long as the purchaser defaults
on his payments or if requests for payment had to be issued for previous orders.
If after the placement of an order the purchaser becomes insolvent or if he suspends payment to Gema Switzerland
GmbH, or if the purchaser's ability to pay
is impaired in any other way, Gema Switzerland GmbH has the right to request
adequate security and if none is pledged,
Gema Switzerland GmbH may rescind
the contract.
The purchaser is neither entitled to make
partial payments, nor to make offsets with
counterclaims, nor to withhold payment
due to any complaints. In particular payment shall also be made if only insignificant parts of the delivery are missing
which do not render utilization impossible.

6. Reservation of ownership
All goods remain the property of Gema
Switzerland GmbH until Gema Switzerland GmbH has received full payment
from the purchaser in accordance with
the contract.
The purchaser shall participate in all
measures and execute all documents that
are deemed necessary for protecting
Gema Switzerland GmbH's ownership of
the goods. With the signing of the contract the purchaser consents that the
reservation of ownership may be recorded, at his own expense, in public registers, books, or the like in accordance with
the applicable national laws, and to sign
any documents required for this purpose.
While the reservation of ownership is in
force, the purchaser shall, at his own
expense, maintain the supplied goods in
proper order and insure them against
theft, breakage, fire, water and other
risks, with Gema Switzerland GmbH des-

ignated as the beneficiary. In addition the

purchaser shall take all necessary steps
to prevent the impairment or nullification
of Gema Switzerland GmbH's ownership
rights.
If the purchaser sells goods of which the
ownership has been reserved by Gema
Switzerland GmbH, the purchaser cedes
already now to Gema Switzerland GmbH
in an internal relationship all rights
against the buyer accruing to him from
this sale, including all ancillary rights,
securities and reservation of ownership.
If the value of the goods over which ownership has been reserved, together with
any other securities granted to Gema
Switzerland GmbH exceed the claims of
Gema Switzerland GmbH against the
purchaser by more than 20%, then Gema
Switzerland GmbH shall grant a partial
release if this is demanded by the purchaser.
If the purchaser takes any action that
contravenes the contract, particularly if he
defaults on his payments, Gema Switzerland GmbH is entitled, after having given
notice, to take back the goods over which
it holds reserved ownership and the purchaser is obligated to release the goods.

7. Delivery
The scope and the execution of the supply of goods and services shall be governed by the order confirmation.
Whenever possible, Gema Switzerland
GmbH will deliver the entire order of the
customer. However, the purchaser
agrees, to accept also partial deliveries.
For partial deliveries Gema Switzerland
GmbH is entitled to issue corresponding
partial invoices.
The delivery period begins when the contract has been signed, when all government formalities such as import and payment authorizations have been obtained,
the payments or securities to be delivered
together with the order have been received, and all technical specifications
have been clarified.
Delivery is deemed to have been made
on schedule if on expiration of the delivery period the goods are ready for shipment and a corresponding advice has
been forwarded to the purchaser.
The delivery period shall be reasonably
extended if:
a) The information required by Gema
Switzerland GmbH for executing the order are not received on time, or if they are
subsequently modified by the purchaser
and thus cause a delivery delay;
b) If Gema Switzerland GmbH is impeded
by force majeure from executing the order. The term force majeure comprises all
unforeseeable circumstances for which
Gema Switzerland GmbH is not answerable and which make it unacceptably

Issued 06/12

Gema Switzerland GmbH, Mvenstrasse 17, CH-9015 St. Gallen, Switzerland

Tel. (+41) 71 313 83 00, Fax (+41) 71 313 83 83

difficult or impossible for Gema Switzerland GmbH to execute the delivery, such
as delayed or faulty deliveries by its subcontractors, strike, government regulations, shortage of raw materials or energy, major interruption of operations
caused, for example, by the complete or
partial destruction of the plant or important departments, or by the breakdown
of essential production equipment, serious transport problems, for example,
caused by road blockage. If these conditions persist for more than six months,
either party has the right to rescind the
contract. However, the purchaser is not
entitled to raise any claim for damage;
c) If the purchaser or third parties are in
arrears with their work to be performed or
the fulfilment of their contractual obligations, particularly if the purchaser fails to
meet the payment terms.
If the delivery period is exceeded for reasons that must be answered by Gema
Switzerland GmbH, the purchaser shall,
through written notification, grant a reasonable extension which shall be at least
one month. If delivery is not made within
this extension period, the purchaser may
rescind the contract. However, the purchaser is not entitled to raise any damage
claim unless malicious intent or gross
negligence on part of Gema Switzerland
GmbH can be demonstrated.
If the goods notified as being ready for
shipment are not accepted on time by the
purchaser, Gema Switzerland GmbH is
entitled to store the goods at the expense
and risk of the purchaser and to invoice
them as being delivered.

8. Passing of use and risk

The use and risk pass to the purchaser
as soon as the shipment has left the Gema Switzerland GmbH plant, even if the
delivery is made c.i.f. or under similar
clauses, or including installation, or if the
transport has been organized and managed by Gema Switzerland GmbH.
If shipment is delayed due to circumstances for which Gema Switzerland
GmbH is not answerable, the risk passes
to the purchaser as soon as he has been
advised that the goods are ready for
shipment. From this moment the goods
are stored and insured at the expense
and risk of the purchaser.

9. Transport and insurance

In the absence of any stipulations to the
contrary the goods are shipped at the
expense and risk of the purchaser.
Insurance against damage in transit shall
be arranged by the purchaser. Even if this
insurance is arranged by Gema Switzerland GmbH it is deemed to have been
concluded on behalf and on the account
and risk of the purchaser.
Special requests concerning shipment
and insurance shall be communicated to
Gema Switzerland GmbH on time. Otherwise the fastest and most economical
transport will be arranged at the discre-

tion of, but without responsibility, by Gema Switzerland GmbH.

For c.i.f. deliveries the transport is arranged by Gema Switzerland GmbH. If
any special requests are made by the
purchaser the additional costs will be
charged to him.
If any goods are lost or damaged in transit, the purchaser shall enter a corresponding exception on the delivery documents
and have the damage immediately surveyed by the forwarding company.
Transport damages that were not immediately detectable must be reported to the
forwarding company within eight days
from the delivery of the goods.

10. Inspection and acceptance of the

supplied goods and services
Gema Switzerland GmbH inspects all
goods during production within the normal
scope. If the purchaser requires additional tests and inspections, these shall be
agreed upon in writing and will be conducted at the expense of the buyer.
The purchaser shall examine the delivery
within a reasonable time and report any
defects to Gema Switzerland GmbH immediately in writing after they have been
detected, however, within the agreed
warranty period. In the absence of any
written complaint the delivery is deemed
to have been accepted.

11. Warranty
On written request by the purchaser Gema Switzerland GmbH shall, at its own
discretion, either repair or replace as
quickly as possible such parts of the delivered products that evidently became
damaged or unusable due to poor workmanship, or incorrect operating instructions or installation instructions.
The replaced parts become the property
of Gema Switzerland GmbH.
The purchaser is entitled to rescind the
contract or demand a price reduction if
a) Repair or replacement is impossible;
b) Gema Switzerland GmbH is unable to
remedy the defect within a reasonable
time, or if Gema Switzerland GmbH refuses or culpably delays remedy of the
defect.
For products that have been manufactured based on the specifications, drawings or models supplied by the purchaser,
Gema Switzerland GmbH's warranty is
limited to the quality and workmanship of
the materials.
Not covered by the warranty are damages that are not clearly the result of poor
material, design errors, poor workmanship or incorrect operating instructions
and installation instructions, for example,
due to normal wear, improper storage
and maintenance, failure to follow the
operating instructions, overloading, utilization of media that do not meet specifications, inexpert interventions by the user
or third parties, utilization of spare parts
not authorized by Gema Switzerland

GmbH, as well as due to other reasons

for which Gema Switzerland GmbH is not
answerable.
For major third-party deliveries Gema
Switzerland GmbH grants a warranty only
within the scope of the original supplier.
Warranty and liability claims become
statute-barred twelve months from the
receipt of the goods by the purchaser, but
no later than 18 months from the date the
goods left the Gema Switzerland GmbH
plant.
With respect to defects in materials, design or workmanship [as well as characteristics that do not conform to the specifications], the purchaser has no rights or
remedies other than those explicitly stipulated in Section 11.
For claims of the purchaser that relate to
inadequate counselling and the like, or to
the violation of any ancillary obligations,
the supplier is only liable if he acted unlawfully or with gross negligence.

12. Liability (Exclusion of damages)

Gema Switzerland GmbH's liability to pay
damages of any kind is waived to the
extent that this is permitted by the applicable law. This applies in particular to
damages for delays, consequential damages, and product liability damages of all
types.

13. Concluding provisions

Gema Switzerland GmbH does not recognize any terms of business other than
these. The purchaser explicitly waives the
right to invoke his own conditions.
The acceptance of an order by Gema
Switzerland GmbH does not imply that
the customer's terms of business are
accepted, not even if this is mentioned on
the order form.
If any part of these general conditions of
sale or any delivery executed thereunder
is deemed to be invalid, this shall in no
way impair the validity of the other terms
and conditions.
Changes to these general conditions of
sale are only valid if they have been accepted by Gema Switzerland GmbH in
writing.
All contracts with Gema Switzerland
GmbH are subject to the laws of Switzerland.
Any legal disputes arising out of or in
conjunction with contracts between Gema
Switzerland GmbH and the purchaser to
which these general conditions of sale
are applicable, shall be brought before a
competent court at the domicile of Gema
Switzerland GmbH. In any action against
the purchaser Gema Switzerland GmbH
reserves the right to institute legal proceedings at the domicile of the purchaser.
These General Conditions of Sale are
written in the German and English languages. In case of ambiguities the version in the German language shall be
controlling.

Issued 06/12