GENERAL TERMS AND CONDITIONS OF THE IMAGING SOLUTIONS AG

1.  General

The following General Terms and Conditions shall apply to all deliveries and services of the Imaging Solutions AG (hereinafter referred to as "ISAG") which are applicable on the basis of a purchase or service contract, provided no written different provision has been agreed to. Differently worded or contrary terms and conditions of the customer shall only apply if they have been explicitly accepted by ISAG in writing.
Existing terms and conditions are binding insofar as they are declared to be applicable in the offer or in the order confirmation.

 2.  Industrial property rights

We shall retain the right of property and copyright to figures, drawings or other documents which the customer already receives before conclusion of the contract.  These may not be made available to third parties. Before disclosure of these to third parties, the customer must obtain express written approval from us.
Provided nothing different is expressly agreed to, we are not obligated to check the correctness of the information and material made available to the customer. For machines, which are produced according to the specifications, drawings or sketches provided by the customer, we shall not be held liable for the violation of any third party's rights. In the case of a third party's claims against us, the customer shall indemnify us completely from claims of this sort.

 3.  Offers and order confirmations

Our offers are always non-binding.
Contracts shall be deemed to be accepted only after written order confirmation and the listed, performed deposit payments have been made. The deposit payment must be made within the period of one week. The delivery times in the order confirmation shall be extended if the deposit(s) are not made in due time. The ISAG has the right to withdraw from the contract for delay of deposit without obligation to indemnify or move the delivery to a later date than listed in the order confirmation. Our written order confirmation shall be decisive for determining the scope and conditions of the delivery. Deviations in the order confirmation from previously reached agreements shall be deemed to be approved if the customer does not object to these in writing within two business days.
We reserve the right to deviations from agreed scope of supply, which are deemed necessary due to the consideration of changes of legal or technical standards. Desired changes of the customer with regard to the content of the services to be rendered after conclusion of the contract (e.g. retrofitting or enhancement work) shall be considered by us in the scope of our operational capacities and only for an additional remuneration according to our separate offer or our prices which are valid at the time of the acceptance of the change requests. All requests for changes and enhancements must be made in writing. Offer documents, drawings, descriptions, samples and cost estimates to our machines and materials may not be passed on, published, copied or otherwise made available to third parties.  The documents, without retaining any copies, shall be returned on demand.

 4.  Prices and terms of payment

All prices are understood to be without VAT. The stated prices shall apply, provided nothing different has been agreed, are non-binding exworks, without packaging. For domestic deliveries of for acquisition of the machines from the factory, the legal Swiss VAT shall be additionally owed, insofar as the customer does not bring the export papers. For deliveries to foreign countries, the legal VAT and/or possible import customs shall be additionally owed.  For international invoices, these shall not be stated separately and are normally to be directly paid to customs or the transport company upon import. Transport costs and insurance, as well as travel costs for commissioning are not included in the offer. No VAT payments shall be made by the ISAG, and also not as advance payment.
The delivery always takes place ex works at the customer's risk and expense, this also applies for deliveries by ISAG's own vehicles.
The invoices from ISAG are payable within 30 days from the date of invoice, strictly net and without deduction. Advance payments within date noted on the advanced payment. Transfer fees assessed by the customer's bank shall be paid by the customer. No check payments and/or exchange shall be accepted. Agreed deposits and advanced payments are due immediately after occurrence of the respective milestones. Place of fulfillment for the payment is Regensdorf (Switzerland). Claims by the customer for the right to offset against other contractual relationships or from guaranty claims is expressly excluded.
If the customer falls into arrears, ISAG shall be entitled to charge the customer a default interest in the amount of the Libor valid in the currency to 1 month basis plus 3% (annual interest/360 days) calculated as of the date due of the demand. The proof of a higher default damage remains reserved. If the customer falls behind with a due payment completely or partially, ISAG is entitled, after unsuccessful expiration of an appropriately set deadline, to claim for the damages arising due to the delay or alternatively either to renounce the subsequent services and demand compensation for the arising damages or withdraw from the contract and refuse the promised services and/or reclaim the already provided services.
During the duration of the default of the customer, no guarantees shall be provided by ISAG. The ISAG is not obligated to provide services or deliveries until settlement of the due accounts. The ISAG is entitled to shut down the machine for default and enable it only after complete payment.
If the customer withdraws from the contract after the advance payment, in all cases the advanced payment shall be owed without proof of damage and no claim for repayment exists. Moreover, the ISAG may make a claim against damages that go beyond those which the advanced payment might cover.
The payment is always to be paid in the currency listed in the order confirmation. Possible differences in currency shall be borne by the customer fully.
If an insolvency proceeding is applied for and/or initiated concerning the assets of the customer, ISAG is entitled to withdraw from the unfulfilled part of the contract.

5. Compensation, retention

The customer is only entitled to rights of compensation or retention when his guarantee claims are determined to be legally binding, undisputed or recognized by us. Furthermore, he shall only be authorized to exercise a right of retention insofar as a counterclaim is based on the same contractual relationship.

6.  Retention of title

The products delivered by ISAG shall remain the property of the ISAG until fulfillment of all requirements. The goods may neither be sold, mortgaged nor assigned away or placed at a different location without written approval by ISAG until complete payment.

7.  Delivery term, transport and passing of the risk

The delivery term begins with the receipt of the order confirmation respectively as far as confirmed, with the receipt of the advanced payment, sample and with clarification of the technical details. It is fulfilled, when the delivered good has left the factory or the delivery readiness has been reported up to the point in time of expiry of this term. Changes of the service content agreed to with the customer lead to the suspension of agreed delivery dates and deadlines, provided nothing else has been agreed to.
Cases of force majeure, strikes, lockouts and/or other unforeseeable events, may these affect ISAG or a subsupplier, shall release ISAG from any accepted delivery obligations. In such cases, ISAG is entitled to extend the delivery by an appropriate term. If the delivery period specified by ISAG is exceeded by more than 4 months, the customer is only entitled, after granting a grace period of one month, to withdraw from the contract. The ISAG shall in no case be held liable for lost profits and sales of the customer and possible consequential damages resulting therefrom.
The compliance with our delivery obligation requires the timely or proper fulfillment of the customer's obligations (e.g. timely receipt of the agreed advanced payments, on-time provisioning by the customer of the documents, approvals, specifications in technical regards to the workpieces or workpiece samples). Our delivery time shall be extended appropriately if the customer is not able to properly fulfill his obligations in a timely manner. Partial deliveries are allowed, provided the items to be delivered are completed units or independent individual components.
Benefits and risks are transferred to the customer as soon as the product has left the factory or the distribution center. However, the property rights shall apply according to section 6 "Retention of Title".

8.  Examination and approval of the products

Upon receiving, the customer must immediately inspect the goods for transport damage and immediately notify the freight carrier of any possible claim and send a copy of this to ISAG.
Immediately after completion of the installation, the customer must check whether the properties of the product meet the contractual agreements. The customer shall confirm this with its signature on the ISAG acceptance report.
The customer must obtain express written approval by ISAG for independent installation and commissioning the product resp. the device. ISAG must be immediately notified in writing of any possible defects; otherwise, the delivered products shall be deemed to be accepted. In all cases, the burden of proof for defects and damages shall be incumbent upon the customer. ISAG shall not be liable for damages caused by the independent installation and commissioning of the product resp. the device by the customer. The guarantee shall likewise expire.

9.  Guarantee, liability for defects

9.1     Scope of guarantee and services

For all factory-new products and components, except for the data server, ISAG guarantees that every new product is free of manufacturing and material defects within the guarantee period defined in section 9.3. Wear parts, which includes, for example, drive belts, brake and clutch linings and transport rollers, are not covered by this guarantee. A detailed list of the wear parts is available separately.
Should a part, which is covered by the guarantee, not function or malfunction during the guarantee period, ISAG will either perform a repair or replacement of the faulty part at its discretion at no cost to the customer. The delivery costs from and to ISAG, as well as any compulsory customs, fees and taxes on such guarantee parts shall be carried by the customer. Should a repair or a replacement be necessary on-site by one or more ISAG employees, the working and travel times shall be carried by ISAG, however, all actual travel costs for these employees, including but not limited to flights, overnight expenses, rental vehicle, telephone costs and meals shall be paid by the customer. These costs are expressly excluded from the guarantee.

9.2     Server hardware

The server manufacturer provides a three-year guarantee for its product at its operation site. The manufacturer of the data server is solely responsible for the guarantee. The guarantee is included in the purchase price. Further details about the guarantee conditions can be requested.

9.3     Guarantee period

The guarantee period for all products is limited to 1 year after start of the guarantee, which is defined under item 9.5. This guarantee period of 12 months is based on a single-sift operation during a five day week. For two-shift operation, the guarantee period is 6 months.

9.4     Used machines

For used, reconditioned machines, the guarantee period is 6 months. For two-shift operation, the guarantee period is 3 months.

9.5  Start of the guarantee period

The guarantee starts on
1. the day on which the customer confirms in writing the correct installation of the product.
2. the day on which the customer starts with the sale of the goods produced on the product, independently of whether the customer still asserts claims of defects or not.
The earliest stated dates shall be deemed the start of the guarantee period.

9.6  Warranty limitations and guarantee conditions

9.6.1    With the exception of the above-described and -limited guarantee, ISAG shall assume no guarantee services of any kind either expressly or implicitly. Moreover, no representatives or other persons are authorized for the acquisition of further guarantee obligations.
9.6.2    In the following cases any guarantee and liability of ISAG is excluded:
- If the customer does not check the delivered parts and thus defects go undiscovered
- If notice of defects is not immediately lodged after discovery of the defect
- For improper handling and careless maintenance by the customer or third parties
- For installations, repairs or configuration changes by the customer or third parties without written approval of ISAG, as well as for other unauthorized interventions in hardware, software and complete system 
- For abnormal physical stress (temperature, moisture, etc.), for voltage peaks with the electrical supply or for damages due to accidents
- For force majeure (e.g. flooding, earthquakes, severe weather, fire, etc.) and
- For infection of computers by computer viruses
- For non-adherence to the current software version (maintenance releases, mandatory releases) according to specification by third parties and ISAG
- If modifications or further developments to existing software (specification) are made without consulting with ISAG.
- If unapproved materials (e.g. glue, lubricants or similar) are used on the product
- For operation of the product outside of the specifications or improper use.
- If papers that are not approved by ISAG are used.
- A liability for normal wear and tear is excluded.

9.7  Guarantee claim procedure

For occurring malfunctions or other defects, the responsible ISAG service manager is to be notified immediately.  The Service department can be notified in writing (mail / fax) or via telephone during normal business hours of the ISAG, Switzerland. In all cases, notice of defects must be made in writing.
Returns will only be accepted after prior agreement and with approval by ISAG. Returned parts must be packaged carefully and be identifiable by the RMA number (RMA = Return Material Authorization) provided by ISAG.
A retention or reduction of the invoice amount according to Item 4 due to any complaint or for guarantee claims is prohibited.
ISAG reserves the right to charge in full for work assignments that do not fall under the guarantee or are not covered by it.

9.8  Liability

Further claims by the customer other than the ones stated here shall be excluded. In particular, all claims for damage, reduction, cancellation or withdrawal from the contract not expressly stated above shall be excluded.
A liability by ISAG for direct or indirect losses of any kind are categorically excluded, insofar as they have not be caused by gross negligence or premeditation on the part of ISAG.
In no case shall claims of the customer be admissible for compensation for damages, which have not arisen on the products themselves, such as damages to personal property, photo-sensitive materials or damages due to work and production downtimes, usage losses, loss of orders, lost profits and from any other direct or indirect damages.

10.  Software

The corresponding operating and application software is provided with the products of the ISAG. This is protected by copyright and the customer is only authorized to use this software for its own use and in conjunction with the products on which it has been installed.
The customer is prohibited from making the provided software available to third parties or from transferring it to third parties. The customer must notify ISAG about backup copies of the software made by the customer. These copies must carry the copyright notice of the ISAG. ISAG is entitled to make changes to the software at any time, provided this serves to improve the use of the delivered devices.

11.  Verbal agreements

Verbal agreements, which deviate from the existing General Terms and Conditions or which supplement these, shall only be valid if they have been confirmed in writing by ISAG. 

12.  Applicable law and jurisdiction

The legal relationship between ISAG and the customer is subject to Swiss law. Place of fulfillment and exclusive jurisdiction is Zürich, Switzerland. However, ISAG is entitled to sue the customer at its place of jurisdiction.
Swiss law shall also apply to international deliveries. The application of UN purchase rights or other international standards of commercial law are excluded.

13.  Serverability clause

Should the individual provisions of these General Terms and Conditions be or become invalid and/or incomplete, the remaining provisions of these General Terms and Conditions shall remain valid.