1. Scope of application.

The present General Terms and Conditions of sale and delivery are applicable to all sales of VOH Ltd, hereinafter referred to as VOH, to all its customers -hereinafter the Customer- subject to modifications made in writing in its bids, its order confirmations or in a separate contract.

All divergent purchasing conditions of the Customer shall have validity only if VOH has duly accepted them in writing at the initiative of the Customer. Failing this, the Customer shall be considered to have waived its own purchasing conditions.

2. Conclusion of the contract - Written form.

The contract is concluded between the Customer and VOH - hereinafter the Parties - as soon as VOH has confirmed in writing - hereinafter the Confirmation - the Customer’s order -hereinafter the Order- for the desired object - hereinafter the Merchandise.

Any declaration and any act of the Parties that has a legal bearing is subject to written form.

3. Technical documentation.

Unless otherwise stipulated in writing by VOH, the technical indications contained in the brochures, catalogues, technical sheets, etc. and in the documents submitted to the Customer or its representatives, are given solely for information purposes, whether they concern products manufactured by VOH or other products; insofar as products manufactured by VOH are concerned, they are and will remain at all times the sole and complete property of VOH.

The diagrams, drawings, sketches, plans, descriptions, specifications, etc. of each Party remain the sole and complete property of the Party that prepared them and may not be assigned to other uses, nor brought to the knowledge of third parties, without prior written authorisation from the Party that prepared them. An exception is made for the drawings, etc. that VOH must submit to any sub-contractors, confidentially and solely as a loan, for the performance of the tasks that are entrusted to them.

4. Scope and execution of the delivery.

The scope of the delivery and its execution are defined by the Confirmation.

The services not included will be invoiced in addition.

5. Prices

The prices are net, Merchandise available in the shipping premises of VOH, transport, insurance and packaging not included, in the currency mentioned on the Confirmation, VAT not included, without any deduction; they are valid for the Order as defined in the Confirmation and may be modified by VOH in the event of changes made by the Customer to its Order (specifications, time periods, quantities, etc. of the Merchandise) or in the event of a delay further to a cause imputable to the Customer.

Associated costs such as fees for bank guarantee, export, import, customs duties, levies, taxes, etc. are not included in the prices.

6. Delivery period.

The delivery period agreed is that mentioned on the Confirmation of VOH or, in the event of modification of the Order by the Customer, that of the Confirmation issued for the final Order.

The delivery takes place at the time when VOH makes the Merchandise available to the carrier.

A delay in delivery excludes any claims for damages and interest, whether this concerns direct, indirect or consequential damage, losses of production, profits not realised, etc., as well as the reduction or the cancellation of the Order or of any other Order as confirmed. Cases of serious fault are reserved.

7. Acceptance of the product delivered

The Customer shall ensure itself of the condition, quantity and quality of the Merchandise at the time it is received. In the event of transport damage, it shall assemble all the necessary elements for proof and keep them at the disposal of VOH, the carrier, the insurer and any third party concerned; it will notify VOH, the final carrier and the carrier’s insurance company of any transport damage noted immediately upon reception of the Merchandise. Any other defect must be notified immediately and in writing to VOH, but at the latest within the week following the reception of the Merchandise.

Failing a written challenge within the time period above, the Merchandise shall be considered accepted by the Customer.

8. Retention of title.

The ownership of the Merchandise delivered passes to the Customer only at the moment of its full payment by the Customer.

The latter undertakes to participate in any procedures that should prove necessary with a view to guaranteeing the right of ownership of VOH.

The Customer shall take care of the Merchandise and shall have it insured in an appropriate way during the period of retention of title by VOH; in particular, the Customer undertakes, in the event of a risk of seizure or of a claim on the part of a third party, to make known to the latter immediately that VOH is the owner of the Merchandise that is threatened.

9. Transfer of benefits and risks

The transfer of benefits and risks to the Customer shall take place as soon as VOH has made the Merchandise available to the carrier in the premises of VOH.

When the Merchandise is received, the Customer is solely responsible for its unpacking and for ensuring that it is appropriately stored at the destination.

10. Transport, insurance and packaging

Transport is carried out at the risk of the Customer, who is responsible for all the costs, as well as those of insurance and packing.

Unless otherwise indicated by the Customer, VOH has the choice of the carrier, the method of transport and of packaging, and it shall insure the Merchandise, all at the expense of the Customer, with an insurer of its choice against the usual risks of transport.

11. Payment

The prices, including the associated expenses mentioned in Art. 5, are payable without any cost to VOH, in full and without any withholding of any kind, within the time periods and in the currency and at the address mentioned on the Confirmation or, if applicable, on the invoice.

In the event the payment deadline is exceeded, VOH shall have the right to invoice interest and costs in conformity with market conditions. Subsequent deliveries can be withheld until payment is made, and VOH shall be able to impose different methods of payment.

12. Guarantee

VOH guarantees that the Merchandise is in conformity with the Confirmation of VOH, does not have any defect in design, construction, assembly or material, and can be used under normal conditions, subject to following the indications contained in the instructions of VOH or given out during commissioning.

The duration of the guarantee is 12 months counting from the delivery of the Merchandise. The duration of the guarantee for the Merchandise replaced by VOH in execution of its guarantee is 12 months counting from delivery.

For Merchandise that is repaired, this guarantee is for three (3) months. An exception is made for worn Merchandise that, except if otherwise specified in the Confirmation, does not benefit from any guarantee.

At VOH’s choice, the guarantee covers the repair of the Merchandise free of charge or its replacement free of charge. Defects must be noted and accepted by VOH.

Expressly excluded are all other claims, especially for damage and interest, whether they concern direct, indirect or consequential damage, losses of production, profits not realised, etc., as well as the possibility for the Customer to reduce or cancel the Order, or any other Order, as confirmed. Cases of serious fault by VOH are reserved.

The guarantee does not cover damage that results from normal wear and tear, from manipulation or inappropriate storage, from a lack of maintenance, excessive use or failure to follow the operating instructions. Any direct intervention, repair, modification or transformation made by the Customer or by a third party to the Merchandise, after this Merchandise has left VOH, without the prior written agreement of VOH, shall put an end to the VOH guarantee on the corresponding Merchandise.

13. Return by the Customer of Merchandise it has in stock

In the case of standard Merchandise that is new, in perfect condition and in the original packaging, which is not obsolete and which was delivered by VOH a maximum of sixty (60) days before, the Customer is entitled to suggest that VOH take it back, but VOH shall not be obliged to accept.

If VOH accepts, all the expenses and risks of the return shall be borne by the Customer.

VOH will credit the Customer the net price (after deduction of the costs of packaging, transport, insurance, customs duties, etc.) that the Customer actually paid originally less a reduction of fifteen percent (15%), but at least fifty Swiss francs (CHF 50) for the costs of the case.

Merchandise that is non-standard or specially ordered by the Customer will not be taken back.

14. Standard exchanges.

Standard exchange is understood to mean the replacement of a part, a sub-unit or a module by the same element, which however is not new but duly overhauled by VOH and which benefits from the same guarantee and the same specifications as the same new element, but from a more advantageous price.

VOH does not guarantee that it will always have in stock and be able to supply such elements.

The defective element that has been the object of a standard exchange will have to be in a state that allows its repair and must arrive at VOH within thirty (30) days following the delivery of the standard exchange element, postage paid and packaging and insurance paid by the Customer; the customs, import or other duties will be paid by VOH.

Failing this VOH will not credit to the Customer the difference between the price invoiced at the time of delivery and the buy-back price of the defective elements.

15. Cancellation/reduction of the Order - Suspension of the execution of the Order.

If the Customer should cancel the Order as Confirmed, or suspend its execution, for a cause not imputable to VOH - in particular if the Customer has ordered a large quantity of Merchandise, or special or non-standard Merchandise, which VOH had to manufacture or order from a supplier - VOH shall have the right to invoice to the Customer the costs incurred. This invoice will be payable within thirty (30) days. If the Customer should reduce the Order as Confirmed and if this reduction has an impact on the prices for quantities or on any volume-related discounts, VOH shall be entitled to invoice to the Customer the corresponding difference. This invoice will be payable within thirty (30) days.

In the event that VOH should note during the course of producing the Order that the financial situation of the Customer risks deteriorating or is in process of deteriorating, VOH shall have the right to give notice to the Customer to supply it with guarantees or advances, including for covering the anticipated costs for VOH in relation to continuing the work on the Order. As soon as notice has been given to the Customer, VOH shall be entitled to suspend the work involved in producing the Order.

If the Customer cannot solve the problems within a reasonable amount of time, is not honouring its commitments, does not supply the additional guarantees necessary, or does not pay the advances requested, VOH shall have the right to reduce the Order, or even to cancel it.

In such an event, VOH shall be entitled to invoice to the Customer the costs incurred, and this invoice will be payable within thirty (30) days.

16. Force majeure

If, due to circumstances beyond anyone’s control (force majeure), the shipping of the Merchandise becomes impossible, the Parties will consult together in order to find a balanced solution. Circumstances beyond anyone’s control (force majeure) are understood to mean those stipulated by Swiss law and jurisprudence.

17. Invalidation of one clause.

If one or more clauses of the present General Terms and Conditions should be partially or totally invalidated, the rest of the present General Terms and Conditions shall retain their full validity. Insofar as the invalidated clause or clauses is/are concerned, the Parties shall consult together to determine a replacement solution whose legal and economic scope is as close as possible to that of the invalidated clause(s).

18. Official version.

Only the French version of the present General Terms and Conditions of Sale is authoritative.

19. Place of execution, court and law applicable

The present general terms and conditions of sale as well as all the orders placed by the buyer are governed by Swiss law. The place of execution and the exclusive jurisdiction for VOH Ltd and the buyer are at the registered office of VOH Ltd.