General terms and conditions of Solid Solutions en Identification SA

1. General definitions

"Seller": refers to Solid Solutions en Identification SA.

"Buyer": any individual or legal entity, public or private, who enters into a contract with the seller for the supply of goods and/or services.

"Goods": products manufactured and/or supplied by the seller which are the subject of a contract between the buyer and the seller.

"Services": the services (including, but not limited to, installation, development, analysis, consulting, ...) provided by the seller and which are the subject of a contract concluded between the buyer and the seller.

2. Exclusion of other conditions

Only these conditions apply to all quotations/offers and contracts for the sale of goods and/or services from the seller.

No modification or limitation of these conditions shall apply without the express prior written consent of an authorized representative of the seller.

3. Waiver or objection

No derogation, cancellation or waiver of these conditions, nor any dispute concerning the goods and/or services or the performance of the contract, shall be valid without the prior express written consent of an authorized representative of the seller.

4. Acceptance

The seller's offers and quotations are valid for a period of 30 days from the date they are sent, and must be drawn up by representatives authorized by the seller.

A contract shall come into existence between the seller and the buyer upon the buyer's written acceptance of an offer or quotation submitted by the seller and the seller's written confirmation of the order.

5. Delivery

The delivery time is not an essential condition of the contract.

The seller will use all reasonable commercial endeavours to supply the goods and/or services on the date agreed between the seller's and customer's project managers, but accepts no liability for any delay in delivery whatsoever.

In the case of urgent deliveries, any additional costs will be borne by the buyer, unless otherwise agreed with the seller.

In all cases, if the goods and/or services have not been supplied by the date specified in the offer or quotation, the purchaser shall be entitled to notify the seller in writing that it requires the supply of the goods and/or services no later than 45 days after the date of notification.

If this request remains without effect after the deadline, the purchaser is entitled to withdraw from the contract.

6. Non-receipt by buyer

If the goods and/or services have not been accepted on the applicable delivery date as a result of negligence on the part of the buyer, the seller reserves the right:

• Confirm delivery
• Either cancel the contract after a period of 30 days from the applicable delivery date and invoice the buyer for an equivalent amount of 30% of the total value of the goods and/or services concerned.

7. Defective goods

Any complaint concerning defective goods must be submitted in writing by the purchaser within 7 days of delivery of the goods.

If the seller considers this complaint to be justified, the goods will be replaced or repaired at no extra cost to the buyer.

8. Ownership and risk

Unless otherwise agreed by both parties, delivery of the goods takes place "ex works" from the seller's premises.

Risks are transferred to the buyer upon dispatch of the goods, and the buyer must ensure that the goods are duly insured up to the amount of the sale price.

9. Installation (if applicable)

This article applies if the contract includes installation services.

Installation will be calculated separately and in accordance with the vendor's current price list.

The purchaser guarantees that installation work can begin within the timeframe agreed with the purchaser, but no later than 2 weeks after the delivery date of the equipment. Any request for postponement of installation will not be considered unless the purchaser is notified in writing no later than 8 working days prior to the planned date.

Installation will take place at the address indicated by the purchaser in the order.

In the event that installation cannot be performed by the seller for reasons beyond the seller's control, the buyer will assume the costs for services already rendered and all other expenses incurred, including, but not limited to, travel and storage costs related to additional waiting time.

10. Software and intellectual property

10.1 If the goods consist of software or if they are delivered to the purchaser in combination with other software, the purchaser receives only the right to use Solid's software in accordance with the software license conditions, unless a transfer of ownership has been specifically granted in the specific terms of the contract. If a specific software license agreement has not been concluded, the rights to use the software will in all cases be limited to the use of the software with the goods supplied.

10.2 Unless otherwise agreed in writing, all intellectual property rights in the goods (including, but not limited to: copyrights, patents or trademarks, ...) shall remain the sole property of Solid Solutions en Identification SA.

10.3 If the Goods are to be transformed or subjected to any process whatsoever by Seller in accordance with Buyer's specifications, Buyer shall indemnify Seller against all damages, losses, costs and expenses sustained or incurred by Seller in connection therewith, all costs paid or payable by Seller for any infringement of any patent, copyright, design, trademark or other industrial or intellectual property right belonging to any other person resulting from Seller's use of Buyer's specifications.

11. Prices

All prices indicated in the offers/quotes are exclusive of VAT.

Applicable taxes will be indicated on the invoice.

Unless otherwise agreed in writing between the parties, all prices are ex works, including packaging. Transport and insurance costs are at the buyer's expense.

12. Payment

12.1 Unless otherwise agreed in writing by the Seller, goods and/or services will be paid for in full within the time limits specified in the quotation from the date of the invoice issued upon delivery of the goods and/or services. Payment is considered settled when the seller is in possession of the funds.
12.2 Time of payment is of the essence in all contracts. In the event of non-payment by the due date, the seller shall be entitled to charge the purchaser interest on the sum due, added at the legal rate of interest, from the due date until payment in full to the seller.

12.3 If the parties have agreed to payment in instalments, the seller reserves the right to demand immediate payment in full of the sum due in the event of delay or non-payment of one or more instalments.

12.4 In the event of non-payment for more than 15 days after formal notice has been sent to the purchaser by registered mail, the seller reserves the right to suspend all deliveries, to terminate the contract and to demand payment of the sum due by all possible legal means.

13. Cancellation

No cancellation or modification of an order made by the purchaser will be effective unless it has been formulated in writing and accepted in writing by an authorized representative of the seller. The seller reserves the right to refuse such cancellation or modification, or to accept such cancellation or modification under certain conditions which it considers justified by the circumstances. In the event of cancellation of an order, the purchaser will be liable to pay compensation amounting to 30% of the total value of the order(s) concerned.

14. Force majeure

Seller shall not be liable if the performance of any of its obligations is prevented, hindered or affected in any way, directly or indirectly, by reason of war, insurrection, strike, lockout or other industrial dispute, flood, fire, storm, pandemic or epidemic or any other cause beyond the reasonable control of Seller or its subcontractors or suppliers.

In the event of any such impediment, obstacle, delay or problem, the seller may defer or terminate this contract, in whole or in part, without justification to the buyer and without prejudice to its other rights. Each of the causes enumerated in this article shall be deemed to prevent, hinder, delay or affect the seller or its subcontractors or suppliers, if it affects the performance of all their obligations as stipulated in each contract, whether towards the buyer, the seller or third parties.

15. Termination

The seller has the right to declare the contract terminated with immediate effect and to claim damages for any loss incurred by the seller as a result of such termination if the buyer fails to make timely payment or is otherwise in breach of any term of the contract, or if receivership or bankruptcy proceedings are instituted against the purchaser, or if the purchaser enters into any arrangement with its creditors, or if, being a company, it goes into liquidation, whether voluntarily or involuntarily, or if a receiver is appointed for the purchaser's business, or if the seller considers that the purchaser has ceased or is likely to cease trading.

16. Warranty

In the case of software not developed by the seller, the warranty shall be limited to :

• The seller's obligation to request intervention and assistance from the software developer if the software has been developed by a third party.

Goods supplied by the seller are guaranteed for 1 year from the date of delivery. The seller's liability is limited to the repair or replacement of defective material or parts. All transportation costs will be borne by the purchaser.

Seller's liability does not cover defects caused by reasons not attributable to Seller, including improper repair or maintenance by Buyer or third parties, improper or negligent storage or handling of goods, replacement of parts and use of consumables not in accordance with original specifications or Seller's recommendations.

17. Limitation of liability

The seller accepts no liability for loss of profit, business relations, revenue or for any indirect, incidental, consequential or collateral damage caused by any reason whatsoever in connection with the goods and/or services supplied by the seller.

18. General

If any provision of the contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the remaining provisions of the contract and the remainder of the provision in question shall not be affected thereby.

Each contract is binding and applies to the heirs and personal representatives of each party.

The buyer may not assign the rights conferred by this contract.

Third parties cannot benefit from or invoke any contractual condition binding the contracting parties.

19. Applicable law and place of jurisdiction

19.1 Contracts concluded in accordance with these terms and conditions are governed by Swiss law.

19.2 The place of jurisdiction for all disputes arising from the conclusion, interpretation and performance of the contract is Geneva.

19.3 The ordinary courts of the Republic and Canton of Geneva, subject to appeal to the Federal Court, are competent to hear any dispute which may arise and which could not be settled amicably or submitted by mutual agreement to arbitration.