General Conditions of Sale

These general conditions of sale apply to, and constitute an integral part of, all contracts concluded between SFERAX SA (hereinafter ‘SRX’) and the Customer (hereinafter ‘Customer’). Differing conditions shall only be valid if they have been expressly accepted in writing by SRX. The Customer’s general conditions of purchase shall not apply, even if they have not been expressly refuted by SRX. Any individual clarifications, information, recommendations, or agreements regarding exceptional treatment shall only be valid if they have been expressly accepted in writing by SRX. SRX reserves the right to modify these general conditions of sale at any time. The modifications shall become valid from their notification to the Customer and shall apply to all contracts concluded after such notification.

Offer
SRX is entitled to revoke its offer at any time, unless the offer expressly states that it is binding for a specific period. If the offer is revoked, the Customer shall not be entitled to any compensation of any damages suffered, on any grounds whatsoever.
Contract conclusion
The contract between SRX and the Customer is deemed to be definitively concluded 24 hours after SRX's notification of the order confirmation. By concluding the contract, the Customer unreservedly accepts these general conditions of sale, which are available at www.sferax.com, and constitute an integral part of the contract; SRX will not accept any general conditions of purchase issued by the Customer.In the event of discrepancies between the content of the order confirmation and these general conditions of sale, the content of the order confirmation shall take precedence.
Legal provisions regarding the importation and exportation of goods
The Customer duly notes that the goods sold by SRX may be subject to legal restrictions, depending on the destination country and the way in which the Customer will be using them. The Customer commits to specifying, in the order itself, if the goods are, or may be, totally or partly intended for developing, producing or using any kind of weapons, or for dual-use goods. In this respect, the Customer commits to not exporting the goods in third countries without SRX’s prior written consent.
The Customer commits to informing SRX, by no later than the time of order, of the legal, administrative, technical or any other current provisions applicable in the country of importation. The Customer commits to compensating SRX for any damages that the latter may suffer as a result of missing, erroneous or incomplete information provided by the Customer in relation to goods usage or destination country, and in relation to the standards applicable in the country of importation.
Price
The agreed price is that shown on the order confirmation. Any additional fees, such as those for processing, certification, specific tools, packaging, transportation, insurance, import/export permits, VAT and other taxes and levies, shall be borne exclusively by the Customer. SRX reserves the right to modify its price lists at any time.
The minimum invoice amount shall be CHF 100.- or EUR 100.-.
With regards to framework orders, if the exchange rate between CHF and EUR varies significantly, SRX reserves the right – during the framework contract’s execution period – to adjust the prices in its favour or in favour of the Customer. Furthermore, if the total quantity has not been called on by the end of the specified period (generally 12 months, unless otherwise agreed by the Parties), SRX reserves the right to invoice the Customer for the quantity discount initially granted.
Payment conditions
The payment conditions specified in the order confirmation and the invoice shall apply. If no such conditions have been specified, invoices must be paid immediately upon receipt.
No interest is payable on advance payments that have already been made. In the event the Customer fails to comply with the contract, the advance payments already made shall be retained by SRX to cover the damages caused, without prejudice to any of the rights to compensation for additional damage. The payment terms must be respected, even if transportation and supply are delayed for reasons beyond SRX’s control.
Any Customer complaints or claims shall not entitle the Customer to suspend any due payments or to avoid complying with its payment obligation or any other obligation. Any form of compensation or offsetting of its eventual credit towards SRX by the Customer is excluded. The Customer is also prohibited from transferring the credit it owes SRX to third parties. In the event SRX has doubts about the Customer’s solvency, it reserves the right to modify the payment conditions by establishing new ones, for example by demanding payment of advances or guarantees, or by suspending delivery of the goods. Cheques and bills of exchange shall not be considered payments until they have been definitively cashed. In the event of a failure to observe an agreed payment term, the Customer shall be deemed automatically in default, without any notice thereof. In the event of a payment delay, SRX shall charge the Customer default interest of 7% per annum, starting from the payment due date until the date of actual payment. The above applies without prejudice to SRX’s right to terminate the contract and/or demand compensation of damages and/or demand that the goods be returned, in the event these have already been delivered to the Customer.
Delivery
The delivery time is stated on the order confirmation. Unless otherwise agreed in writing by the Parties, delivery is Ex Works, and is made by providing the goods at SRX’s headquarters [Ex Works|Route de Boudry 1, 2016 Cortaillod, Switzerland|Incoterms 2020]. SRX reserves the right to modify or adapt the goods if this becomes necessary due to technical developments. The Customer must be advised of any major technical modification. Partial deliveries are permitted. SRX reserves the right to postpone the delivery time or to not make the delivery in the event the Customer fails to comply with the payment conditions specified in the order confirmation.
The delivery date is extended accordingly in the event i) that the data needed by SRX to execute the contract is not provided to it in a timely manner or have been re-modified by the Customer, resulting in a production delay, ii) of obstacles associated with unforeseen events and/or force majeure, which are beyond SRX’s control, such as wars, riots, natural disasters, epidemics, pandemics, strikes, boycotts, operational disruptions, delivery delays by SRX’s suppliers, total or partial destruction of the production facilities, legal restrictions regarding exportation/importation of the goods, measures or provisions adopted by the authorities. In these cases of extended delivery times, the Customer cannot claim any compensation for damages, nor any right to terminate the contract. In other cases, any SRX obligation to pay compensation shall be limited to a maximum 5% reduction of the selling price.
Transfer of benefits and risks
The benefits and risks shall be transferred to the Customer once the goods have been dispatched (Ex Works, in accordance with Article 6).
In the event delivery is delayed at the Customer’s request or due to reasons not attributable to SRX, the risk shall be transferred to the Customer on the date originally set for dispatch. From that moment on, supplies shall be stored and insured at the Customer’s expense and risk.
If the goods are not collected within a year of being made available to the Customer, SRX reserves the right to dispose of them as it wishes, without having to compensate the Customer.
Reservation of ownership
The goods provided shall remain SRX’s property until full payment of the price and anything else due. The Customer is obliged to assist SRX with any appropriate measures to protect SRX’s property. In particular, SRX shall, from the moment of contract conclusion, be entitled to record its reservation of ownership, or to arrange for its reservation of ownership to be recorded, in the public registers or in any appropriate manner, in accordance with the laws applicable in the country concerned, and to implement all necessary formalities, at the Customer’s expense. The Customer shall, at its expense, maintain and insure the goods against theft, damage, fire, water and other risks for the entire duration of the reservation of ownership. The Customer shall similarly take all measures necessary to protect SRX’s ownership rights. Establishing pledges or selling the goods is particularly prohibited until full payment thereof. The Customer commits to immediately informing SRX in the event of seizure, confiscation of the goods, or similar measures by the authorities or third parties, and shall be liable for any damage resulting from failure to report this immediately.
Tools
The various tools, moulds and/or the various equipment required to produce the goods ordered by the Customer shall remain SRX’s exclusive property, and SRX shall be free to dispose of this as it wishes, even in the event the Customer has partly or fully financed the purchase and/or production of said tools and/or equipment.
Documentation, intellectual property and confidentiality
Quotes, designs and other documents provided to the Customer shall remain the SRX’s exclusive property. The intellectual property rights related to the goods, quotes, designs and other documents is held exclusively by SRX, even in the event the Customer has been partly or fully involved in developing a new product.
The Customer commits to maintaining secrecy and to not disclosing to third parties any documents and/or information provided and/or communicated to the Customer by SRX. The Customer commits to immediately returning or totally and definitively destroying, without delay, the documentation provided by SRX at the latter’s simple request.
Liability for defects and non-compliant use
Generally speaking, the Customer must check the condition of the goods as soon as possible.
Any damage caused by transportation shall be borne either by the Customer or by the transportation insurance it has taken out.
In the event the Parties have specially agreed on an Incoterm rule stipulating SRX’s liability for transportation, it is imperative any damage caused by transportation be advised to SRX upon receipt of the goods, mentioning this clearly and precisely on the waybill. Failure to do this shall result in the Customer definitively losing all rights to any compensation.
Incorrect delivery or defects not caused by transportation must be reported to SRX in writing within 8 days of receiving the goods. In its written complaint, the Customer must expressly state the delivery slip number of the defective goods, and the type of defect found, accompanied by clear photographs. Once the aforementioned eight-day period has elapsed, no further complaints shall be accepted.
For defects becoming apparent later on, the warranty period runs for 12 months, commencing from the time the goods are provided at SRX’s headquarters. For replaced or repaired parts, a new twelve-month warranty period shall commence from the time the repaired/replaced goods are provided at SRX’s headquarters. Unless otherwise agreed by the Parties, this delivery shall be Ex Works, in accordance with Article 6. The warranty does not include damage associated with normal use, the use of detached parts that are not original SRX parts, the use of third-party accessories not deemed appropriate by SRX, inadequate maintenance, non-compliance with operational and/or assembly instructions (see ‘Technical FAQ’, at www.sferax.com), incorrect usage, excessive usage, use of inappropriate materials/equipment, chemical or electrolytic influences, inappropriate storage, corrosion or product modifications performed by the Customer or third parties. Furthermore, SRX’s warranty shall not apply to products made with material provided by the Customer or, on the Customer’s orders, by third parties.
At SRX’s request, the Customer commits to sending it the defective goods, on penalty of warranty cancellation. In the event SRX deems the complaint to be justified, presented in suitable and due form, and by the stipulated deadline, it commits to either repairing or replacing the goods free of charge or to reimbursing the Customer the goods’ loss of value. The partly or totally replaced goods become SRX’s property.
Any other claim resulting from defective supplies, such as termination/cancellation of the contract or compensation for damages, regardless of their type, in particular, but not limited to, direct and/or indirect damage, loss of profit, punitive damage etc. shall not be permitted. In all cases, any obligation for SRX to provide compensation, regardless of reason, shall be limited to reimbursing the amount received from the Customer for the relevant order.
Order cancellation up to the time immediately preceding receipt of the goods
The Customer may request for its order to be cancelled during the period leading up to the time immediately preceding receipt of the goods. SRX shall decide, at its entire discretion, whether to accept or refuse this request, particularly if it believes the product in question will be difficult to remarket. If the request is accepted, written consent from SRX will be necessary.
Depending on how far the order has been processed, SRX shall invoice an amount that may be as much as 100% of the goods’ value, plus any additional fees, such as fees for processing, certification, specific tools, packaging, transportation, insurance, import/export permits, VAT and other taxes and levies.
In particular in cases involving special orders (for example special bearings or axes) or parts specially designed for the Customer’s needs will likely incur considerable costs at an early stage of order processing.
Generally speaking, to ensure delivery deadlines are upheld, SRX shall likely commence production upon receipt of the order, even if the set delivery date is several months away.
Order cancellation after receipt of the goods
The Customer may request cancellation of its order upon receipt of the goods and during the 8 days thereafter. SRX shall decide, at its entire discretion, whether to accept or refuse this request, particularly if it believes the product in question will be difficult to remarket. If the request is accepted, written consent from SRX will be necessary. Once the eight-day cancellation period has elapsed, SRX shall no longer consider the request.
Only new, uninstalled parts in perfect condition and in the original, unopened packaging may be taken back. Once the goods have been received and checked, SRX shall provide a credit note or reimbursement up to a maximum of 80% of the goods’ value. Every return delivery must be accompanied by the relevant SRX delivery slip and/or a copy of the relevant SRX invoice. All additional fees, such as fees for processing, certification, specific tools, packaging, transportation, insurance, import/export permits, VAT and other taxes and levies, shall always be borne by the Customer. The Customer shall be liable for any damage caused by inappropriate or defective packaging.
Special orders (such as special bearings or axes) or parts specially designed for the Customer’s needs cannot be reimbursed under any circumstance.
Place of performance
The place of performance for the contracts and payments is SRX’s headquarters at 2016 Cortaillod, Switzerland.
Miscellaneous
Any modification to the contract must be approved in writing by the Parties. In the event a clause in these general conditions becomes totally or partly null and void, it shall be replaced by a new clause coming as close as possible to the original clause at a legal and economic level. All other clauses shall remain in effect. The Customer will not be able to transfer rights and/or duties based on the contract without SRX’s prior written consent.
Applicable law and jurisdiction
These general conditions of sale or the legal relations between the Parties are governed exclusively by Swiss law, with the exception of the conflict norms and the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.
The exclusive place of jurisdiction for any dispute arising as part of these general conditions of sale or the legal relations between the Parties shall be SRX’s headquarters at 2016 Cortaillod, Switzerland.

These general conditions of sale invalidate any previous conditions.

In the event of discrepancies between the various language versions, only the French version of the general conditions shall be deemed valid.

Version: 14th January 2021.

Sferax SA
Route de Boudry 1
2016 Cortaillod
Switzerland

Appendix

Sferax SA subsidiaries
These general conditions of sale shall apply in full to subsidiaries of Sferax SA, namely Sferax Service GmbH, located at 79183 Waldkirch, Germany. Any activities relating to research, production and services (marketing, information, offers and delivery, with the exception of invoicing) are indeed entirely performed by Sferax SA.