General Terms and Conditions

NEUROLITE SA's general conditions of sale

1. General
a) These general conditions of sale and delivery are binding for all deliveries and services (hereinafter referred to as "delivery") of NEUROLITE SA. Any conflicting conditions of the customer are only valid if they have been expressly accepted in writing by NEUROLITE AG.
b) All agreements and legally relevant declarations of the contracting parties are subject to the requirement of written form to be valid.
c) These general terms and conditions of sale apply equally to all past and future business.

2. Offers and conclusion of contract
a) Offers that do not include a time limit for acceptance are non-binding.
b) The contract is considered concluded when the customer has received the order confirmation from NEUROLITE SA.

3. Delivery
a) The confirmation of order and its enclosures are decisive for the scope and execution of the delivery. Deliveries and services not listed in the order confirmation shall be invoiced additionally.
b) NEUROLITE AG may make changes to the order confirmation, insofar as such changes bring about an improvement.

4. Regulatory provisions in the country of destination
a) The customer must inform NEUROLITE SA, at the latest at the time of the order, of the legal, administrative and other regulations and standards concerning the execution of the delivery, the operation and the prevention of accidents.

5. Prices
a) All prices quoted by NEUROLITE SA are - unless otherwise agreed - net amounts in Swiss francs (CHF), without packaging, ex stock. All incidental costs such as postage, packaging, insurance, taxes and permits as well as assembly, installation and commissioning are to be borne by the customer.
b) Should prices change between the signing of the contract and the delivery of the entire order, NEUROLITE reserves the right to modify the prices announced in the order confirmation. If this modification amounts to an increase of more than 5% of the total net amount of the order, the customer has a right of withdrawal.

6. Terms of payment
a) The term of payment is 30 days net from the date of invoice for amounts less than CHF 100'000 excl. tax. For higher amounts, a prepayment corresponding to 50% of the total is expected at the time of order.
b) Payments are to be made by the customer at the domicile of NEUROLITE SA without any deductions such as discounts, fees, taxes or duties.
c) In the event of late payment, NEUROLITE SA is entitled to withhold future deliveries and to claim interest on arrears at the rate in force from the agreed due date.
d) In case of doubt based on the solvency of the customer, NEUROLITE SA reserves the right to demand payment in advance for products not yet delivered.

7. Retention of title
a) NEUROLITE SA reserves the right of ownership of the delivery until full payment has been made. The customer is obliged to take the measures required for the protection of the
property of NEUROLITE SA.
b) NEUROLITE SA is authorized to register the reserve
property in the corresponding register with the
cooperation of the customer.
c) In case of seizure or intervention of a third party at the
customer, the latter must immediately notify NEUROLITE
in writing, so that NEUROLITE can assert its

8. Delivery time
a) The delivery times announced by NEUROLITE are for information only.
b) The delivery period begins as soon as the contract has been concluded and all technical questions have been fully resolved, including the submission of the required administrative and other formalities.
c) The delivery period shall be appropriately extended if the information necessary for the execution of the delivery does not reach NEUROLITE SA in due time or if the said information is subsequently modified by the customer. Agreed payment deadlines are not met or force majeure occurs (item 13).

9. Delivery, transport and insurance
a) In the absence of different instructions, the costs of packaging and delivery of NEUROLITE are charged in addition and the packaging is not taken back.
b) The customer is responsible for taking out insurance against damage of all kinds.
c) Special requests regarding shipping and insurance must be communicated to NEUROLITE AG in good time.
d) If not all products ordered are in stock, NEUROLITE AG is entitled to make partial deliveries at its own expense, provided that the customer is willing to do so.
e) If NEUROLITE SA finds itself, by default of delivery from its own suppliers, in NEUROLITE SA's General Conditions of Sale (last update: 09.2013), unable to deliver on time or in full its client's order, NEUROLITE SA reserves the right to cancel the order without being charged compensation for the delay or non-delivery of the order. In this case, NEUROLITE informs its client immediately and delivers with his agreement and according to availability an equivalent product from another supplier.

10. Control and acceptance of delivery
a) Complaints about a defect in transport must be made by the customer to the person responsible for transport without delay upon receipt of the delivery.
b) The customer must check the delivery within 5 days of receipt and notify NEUROLITE AG immediately in writing of any defects; otherwise, the delivery is deemed to be accepted.

11. Warranty for defects
a) NEUROLITE SA warrants that its deliveries are free from defects in workmanship and material. Only those qualities which are expressly identified as such in the order confirmation or the corresponding operating instructions are guaranteed.
b) If the delivery or part of the delivery is or becomes defective (within the meaning of item 11.a) by the end of the warranty period from dispatch or does not conform to the qualities guaranteed in writing, NEUROLITE AG will - at the written request of the customer - either replace the delivery or part of the delivery or remedy the defect within an appropriate period of time. This does not affect the warranty claim if a defect was deliberately concealed at the time of delivery.
c) The warranty claim expires prematurely if the customer or third parties carry out unsuitable modifications or repairs themselves or if, after the occurrence of a defect, the customer does not immediately take all appropriate measures to minimize the damage and does not give NEUROLITE AG the opportunity to repair the damage.
d) To the extent permitted by law, NEUROLITE SA denies the customer any further liability or warranty, specifically liability for indirect or consequential damages or the granting of other rights as described in this point 11.
e) The costs of returning products out of warranty for repair are borne by the customer.

12. Right of withdrawal
a) In the event of a lawful withdrawal, the services provided by both parties must be returned.
b) For common items (cables, electrodes...), the customer has 5 days after delivery to exercise his right of withdrawal. For technical devices (appliances), this period is extended to 15 days. In the case of returns, the customer shall bear the costs of delivery and administration fees up to 20% of the value of the returned goods, if these were in accordance with the order. If the delivery did not correspond to the order, the return is at the expense of NEUROLITE.
c) In the event that the customer is unable to retrocede the service entirely or in its original condition, NEUROLITE reserves the right to demand compensation.
d) The right of withdrawal does not apply to deliveries of goods specifically tailored to the customer's needs, goods unsuitable for return (e.g. sterile items) and items whose expiration date has passed.

13. Cases of force majeure
a) Any case of force majeure excludes a breach of contract or an obligation to pay damages and any delivery deadlines are extended accordingly.
b) A case of force majeure is considered to be any exceptional and unforeseeable event, coming from outside, which cannot be prevented by the party concerned even with all due diligence, such as fire, bad weather, earthquakes or other natural disasters, traffic accidents, hostage taking, war, riots, strikes or other labor disputes, epidemics, considerable disruptions in the company, delay or failure to deliver necessary raw materials, semi-finished or finished products, administrative actions or omissions.

14. Duty of Confidentiality
a) The parties undertake not to disclose or exploit any information that might have come to their knowledge within the framework of this agreement, and which would be of a confidential nature or for any other reason could be considered as a company secret, and this without any time limit.

15. Applicable Legislation
a) The contracting parties agree that the place of jurisdiction is Berne, Switzerland. However, NEUROLITE AG is free to take legal action against the customer at the place of the customer's registered office.
b) All legal relations between the parties are subject to Swiss law, excluding the Vienna Convention on Contracts for the International Sale of Goods (UN Convention on Contracts for the International Sale of Goods CISG).