Terms and Conditions

General Terms and Conditions of iSQUARED AG for Product Sales with Series Products for Companies

1. Formation of the Contract

1.1 The contract is concluded with the dispatch of the order confirmation and its attachments by iSQUARED. If no specifications are attached, delivery is based on the details in the technical specifications and the mandatory regulations and standards applicable in Switzerland at the time of the offer. An offer without an acceptance period is not binding.

1.2 Unless otherwise agreed in writing, the customer acknowledges the binding nature of these delivery conditions upon the conclusion of the contract. Conflicting terms of the customer will not become part of the contract. 1.3 Advertising statements by iSQUARED are not considered as warranted characteristics under warranty law.

2. Prices and Payment Terms

2.1 The stated prices are in Swiss Francs, unless another currency is specified. Deliveries are EXW from the respective German warehouse location, according to INCOTERMS 2020.

2.2 If the conditions underlying the pricing, particularly government/authority taxes, fees, charges, customs duties, etc., change significantly between the time of the offer and the agreed delivery date, iSQUARED is entitled to adjust prices and terms accordingly.

2.3 Unless otherwise agreed, invoices from iSQUARED are due immediately and payable within 30 days of the invoice date without any discount or other deduction. Payment is considered made when the full due amount has been credited, without fees, to one of the accounts listed on the invoice in Swiss Francs and is at iSQUARED’s disposal.

2.4 If the agreed payment date is missed, the customer is in default. From this point, the customer owes default interest of 8% p.a. A reminder is unnecessary.

3. Retention of Title

iSQUARED retains ownership of all deliveries until full payment is made. Upon acceptance of the delivery, the customer authorizes iSQUARED to register the retention of title. The customer will maintain the delivered items at their own expense during the period of retention of title and insure them against theft, breakage, fire, water, and other risks in favor of iSQUARED.

4. Delivery Times and Deadlines

4.1 The delivery period begins as soon as the contract is concluded and all regulatory formalities by iSQUARED are fulfilled. The delivery period is deemed met if the delivery has been made or readiness for shipment has been communicated to the customer by its expiration.

4.2 The delivery period is extended appropriately if:

• The customer’s required information for contract fulfillment is not received in time, or if the customer subsequently requests changes or additions to the delivery.
• Obstacles arise that cannot be prevented with due diligence, regardless of who they affect, such as export/import restrictions, state or supranational boycott orders, regulatory measures, hacker attacks, and terrorist activities; labor conflicts, and other disruptions, epidemics, natural events. In such cases, the customer will be promptly informed of the extent and background.
• The customer does not comply with the payment terms.

4.3 If iSQUARED does not meet the agreed delivery deadline, the customer must set a grace period. If iSQUARED fails to meet this period for reasons within its control, the customer is entitled to refuse acceptance of the delayed portion of the delivery. If partial acceptance is economically unreasonable for the customer, they may withdraw from the contract and demand a refund of payments against the return of delivered items.

4.4 Apart from the rights expressly stated in this section, the customer has no additional rights or claims due to delayed delivery or performance.

5. Transfer of Risk

The benefit and risk transfer to the customer with notification of readiness for delivery. If no notification is given, benefit and risk transfer with commencement of transport from the warehouse location. If delivery, assembly, or installation is delayed at the customer’s request, the risk transfers at the originally scheduled time.

6. Complaint of Defects

6.1 The customer must inspect the delivery for defects upon receipt and notify iSQUARED of any defects in writing without delay. Failure to do so constitutes acceptance unless the defect could not be identified with a reasonable and thorough inspection.

6.2 iSQUARED will, at its discretion, repair or replace the defects communicated in accordance with clause 6.1 as soon as possible. The customer must allow iSQUARED the necessary time for this. iSQUARED may retain replaced parts.

6.3 The customer has only the rights and claims expressly mentioned in clauses 4 and 6 (Warranty) for any defects or delays.

7. Warranty and Liability

7.1 Unless otherwise agreed, the warranty period for the delivery is 6 months.

7.2 For replaced or repaired parts, the warranty period is 6 months from replacement or repair, provided the warranty period for the delivery item expires before the end of these 6 months. In any case, the warranty period ends no later than 30 months after the start of the original warranty period.

7.3 The warranty expires prematurely if the customer or third parties make changes or repairs without iSQUARED’s written consent or if the customer fails to promptly notify iSQUARED of a defect and allows an opportunity to remedy it.

7.4 iSQUARED is obliged to repair or replace, at its discretion, any parts of the delivery item that become defective or unusable due to poor material, faulty construction, or poor workmanship until the end of the warranty period. The customer must send the defective parts to iSQUARED upon request. If iSQUARED does not request a return, the customer must dispose of the parts. The customer is obligated to take measures to minimize damage at all times.

7.5 Only those characteristics explicitly designated as such in the order confirmation are considered warranted. Warranty for the warranted characteristics applies until the end of the warranty period.

7.6 Excluded from warranty and liability are damages not caused by poor material, faulty construction, or poor workmanship, such as normal wear and tear, improper maintenance, non-observance of operating instructions, excessive use, unsuitable operating materials, or construction/assembly work not performed by iSQUARED.

7.7 The customer has no additional rights or claims for defects in material, construction, or workmanship, or lack of warranted characteristics other than those specified in clause 7. Particularly, the customer has no claims for damages not affecting the delivery item itself, such as production loss, loss of use, order loss, lost profit, or other indirect or direct damages. This liability exclusion does not apply in cases of gross negligence or intent or where mandatory law prescribes liability.

8. Compliance with Export Control Regulations

The customer must comply with all applicable sanction, embargo, and (re-)export control laws, especially those of Switzerland, the European Union, and the United States of America (together “Export Law”), and verify and ensure before each transaction involving iSQUARED-delivered goods to third parties that the use, distribution, or sale of these goods does not violate Export Law.

The customer will establish and maintain reasonable mechanisms to monitor its supply chain to identify the behavior of third parties, including potential resellers.

9. Applicable Law

The contractual relationship is governed by substantive Swiss law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.4.1980 does not apply to this contractual relationship.

10. Jurisdiction

The place of jurisdiction for both the customer and iSQUARED is Kreuzlingen. However, iSQUARED reserves the right to bring legal action against the customer at the customer’s place of business.