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General terms and conditions of sale and delivery of aXpel composites AG

Hereafter referred to as aXpel

General Terms and Conditions of Sale and Delivery of aXpel composites AG hereafter referred to as aXpel

1. General; conclusion of contract

1.1. The following general terms and conditions are an integral part of all contracts between aXpel and its customers. Deviating agreements noted in the offer or the order confirmation are reserved. General or special terms and conditions of sale and delivery of the contracting party are only binding for aXpel if aXpel has acknowledged this in writing.

1.2. The contract between the customer and aXpel is only concluded by an order of the customer and its acceptance by aXpel. The customer's order is placed at the time of the order by mail and/or electronically. aXpel accepts the order by sending the Customer an order confirmation electronically or by mail.

2. Scope of deliveries and services

2.1. The scope and execution of the delivery are determined by the technical discussion or written order of the customer. This is finalized by a written order confirmation from aXpel and is solely decisive for the scope and execution. Deviating services will be invoiced separately.

2.2. aXpel disclaims any liability for the correctness of the order documents provided by the Customer, especially their drawings and material specifications etc. In this regard aXpel does not maintain an alteration service.

2.3. For drawings, sketches, data sheets, leaflets and other documents of aXpel, aXpel reserves the copyright. They may not be copied or given to third parties without the written consent of aXpel.

2.4. All dimensions, weights and technical specifications in the aXpel documents and documentation are given according to the current state of knowledge. This does not release the user of the products from the obligation to perform a suitability test of the products to be used with regard to his requirements.


3. Offer; documents

3.1. Offers have a validity of 3 months, if not stated otherwise. aXpel reserves the right to change prices. Unless otherwise agreed, all prices are net ex works for the offered scope of delivery, excluding the statutory value added tax. All additional costs such as freight, insurance, packaging, export, transit, import and other permits and certifications shall be borne by the buyer. If such costs are included in the quotation or delivery price, or are shown separately in the quotation or order confirmation, we expressly reserve the right to make adjustments in the event of changes to the rates.

3.2. aXpel reserves the right to make price adjustments after the conclusion of the contract, in particular if a delivery period is subsequently extended for one of the reasons mentioned in paragraph 8.

3.3. The Customer shall inform aXpel in a timely manner of any special technical requirements as well as of the legal, official and other regulations at the place of destination, as far as they are to be observed for the performance of the contract. Likewise, the Customer shall bear all kinds of taxes, duties, fees and customs duties.



4. Confidentiality

4.1. Each contracting party shall use all documents (including samples, models, data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own documents and knowledge if the other contracting party describes them as confidential or has an obvious interest in keeping them in common.

4.2. This obligation shall commence upon first receipt of the documents or acquisition of knowledge and shall end 36 months after the end of the business relationship.


4.3. This obligation shall not apply to documents and knowledge which are generally known or which were already known to the contracting party at the time of receipt without it being obliged to maintain secrecy, or which are subsequently transmitted by a third party entitled to pass them on, or which are developed by the receiving contracting party without exploitation of documents or knowledge of the other contracting party which are to be kept secret.

5. Terms of payment

5.1. Payments are to be made by the customer at the domicile of aXpel in accordance with the conditions stated in the order confirmation. Unless otherwise agreed, payments shall be made net within 30 days of the invoice date. Discounts will be subsequently debited. If the Buyer does not meet payment deadlines, he shall, without reminder, pay interest on arrears from the due date on, which corresponds to the usual bank debt interest rate at the domicile of aXpel. Non-compliance with the terms of payment releases us from delivery obligations, but does not release the buyer from his obligation to accept delivery.

5.2. The payment dates shall also be met if transport, delivery, installation, commissioning or acceptance is delayed or made impossible for reasons beyond aXpel's control, or if only insignificant parts are missing, or if reworking is necessary which does not make the use impossible.



6. Retention of title

6.1. The material delivered by aXpel remains its property until full payment has been received. The buyer is obligated to cooperate in measures necessary to protect the property of aXpel.


7. Delivery time and delivery obligations

7.1. aXpel strives to meet all delivery dates. However, the delivery period shall be extended appropriately, in particular
- if the information or documents necessary for the performance of the contract are not supplied in time by the buyer or are subsequently amended; - if obstacles occur which could not be averted despite the application of due diligence, such as labour conflicts, breakdowns, accidents, delayed or faulty delivery of the required raw materials, semi-finished or finished products, official formalities, measures or omissions, natural events or other cases of force majeure; - if the customer is in arrears with the work to be carried out by him or is in default with the fulfilment of contractual obligations, in particular if he does not comply with the terms of payment.

7.2. In the event of non-compliance with the delivery date, the Buyer shall grant aXpel a reasonable period of grace for subsequent performance. Only after the unused expiration of this grace period may he withdraw from the contract and is thereby released.



8. Warranty


8.1. The delivered goods must be inspected by the purchaser immediately after receipt. Any defects must be reported in writing within 8 days of receipt of the goods. If aXpel does not receive a written notice of defects within this period, the deliveries and services shall be deemed accepted.

8.2. aXpel grants a 1 year warranty for its products from the date of delivery, provided that the products are stored, processed and used in accordance with the regulations. Our warranty extends only to repair or replacement of the products recognized as defective, without acknowledgment of any claims, neither for labor nor for any other damages incurred. Further claims of the product purchaser are excluded.

8.3. If the delivery proves not to be in accordance with the contract at the time of acceptance, the Buyer shall immediately give aXpel the opportunity to remedy the defect as soon as possible.

8.4. aXpel reserves the right to delay, shrinkage and sprue. The dimensional tolerances must be adapted to the respective production process and the workpiece. In the case of electronic data transfer, the digital data records are legally valid and binding.

8.5. QM-System (ISO 9001:2015) Quality / manufacturing safety and controls are carried out according to our standards. Further controls and verifications are subject to a fee. Fire protection certificates DIN 5510 S4 (Swiss standard) and NF F 16-101 (French standard) are available to the customer. Further standards must be ordered and are at the expense of the customer.



9. Liability


9.1. All cases of breach of contract and their legal consequences as well as all claims of the customer, regardless of the legal basis, are conclusively regulated in these conditions. In particular, all claims for damages, reduction, lost handling costs, cancellation of the contract or withdrawal from the contract not expressly mentioned are excluded. Under no circumstances shall the customer be entitled to claim compensation for damages that have not occurred to the delivery item itself (consequential damages), such as loss of production, loss of use, direct or indirect damages, installation and removal costs and recall costs. This exclusion of liability does not apply to unlawful intent or gross negligence on the part of the supplier, but it does apply to unlawful intent or gross negligence on the part of auxiliary persons. Further warranty and liability claims of the purchaser do not exist.

9.2. This exclusion of liability shall not apply if it is contrary to mandatory law (e.g. product liability).


10. Samples and means of production

10.1. In the event of premature withdrawal, the expenses for construction, jig construction, etc. shall be invoiced.


10.2. Moulds and tools shall be stored at aXpel until the expiry of the last order. After that, the moulds will only be stored for a fee or destroyed at the expense of the customer after prior notification to the customer.

11. Transfer of benefit and risk

11.1 Benefit and risk shall pass to the customer at the latest upon dispatch of the delivery ex works. If this dispatch is delayed for reasons for which aXpel is not responsible, the delivery shall be stored at the expense and risk of the Customer.



11.2. transport damages shall be borne by the carrier or his customer. Should this cause delays in delivery, the same conditions shall apply as in the case of delay in delivery (Section 8).


12. Assured properties

12.1. Warranted characteristics are only those which have been expressly designated as such in the order confirmation or in the specifications. The assurance shall be valid at the latest until the expiry of the warranty period. If a joint acceptance test has been agreed, the warranty shall be deemed to have been fulfilled if proof of the relevant properties has been provided on the occasion of this test.

12.2. If the warranted characteristics are not or only partially fulfilled, the Buyer shall initially be entitled to immediate rectification of defects by aXpel. The Buyer shall grant aXpel the necessary time and opportunity for this.


13. Subcontractors' warranty

13.1. For deliveries and services of subcontractors, which are prescribed by the customer, aXpel shall assume warranty only within the scope of the warranty obligations of the respective subcontractors.

14. Force majeure

14.1. Force majeure, labour disputes, riots, official measures, failure to receive supplies from subcontractors and other unforeseeable, unavoidable and serious events shall release the contracting parties from their performance obligations for the duration of the disturbance and to the extent of their effect.

14.2. This also applies if these events occur at a time when the affected contractual partner is in default. The contractual partners are obliged to provide the necessary information immediately within the scope of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

15. Place of performance; place of jurisdiction; applicable law

15.1. Place of performance and jurisdiction for any disputes arising from contracts with aXpel is the registered office of aXpel, respectively in Laufenburg. However, aXpel is also entitled to sue the Buyer at his place of business. In any case Swiss law is applicable.


16. Amendments to the contract

16.1. If a contractual provision is invalid or unenforceable, this shall not prevent the validity of the other provisions. In such a case, the parties to the contract shall agree on new provisions that come as close as possible to the economic result, if necessary by adapting further provisions to the extent that this is necessary to ensure the previous balance of rights and obligations of the parties to the contract. The same applies to contractual loopholes.

5277 Hottwil, August 2018

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