General Terms and Conditions

1. General
The following terms and conditions apply exclusively to all offers and deliveries. STS is only prepared to conclude a contract if our Terms and Conditions of Sale and Delivery apply. Deviating agreements are only binding if they are confirmed in writing by STS. Any other terms and conditions of the customer, even if they are attached to the order or mentioned therein, shall only be binding on us if they have been expressly recognized by STS in writing.

2. offer
The offers of STS in standard printed matter are generally subject to change. Although all details in offers, brochures and price lists have been carefully determined, they are non-binding without express written, individual order confirmation. Even in the case of order confirmations, we reserve the right to make subsequent price adjustments should circumstances change significantly before the delivery date. Framework orders are reservations and contain offers from STS.

3. orders
Orders are accepted in writing, by email or by telephone.

4 Regulations and standards
STS must be informed of any special regulations and standards to be complied with at the latest when the order is placed. The operating conditions such as temperature, medium, mechanical loads and other special conditions must also be communicated to STS.

5 Order confirmation
All orders, agreements, assurances etc., including those of our representatives, must be confirmed in writing by STS in order to be legally valid. Objections to our letters of confirmation must be made within 2 working days of delivery.

6. blanket orders
With blanket orders, total quantities as well as call-off dates and call-off quantities are agreed and reserved. Each call-off order requires a written, individual order confirmation. The total quantity must be accepted within the defined term.

7 Delivery, transfer of risk, insurance
Freight is not insured unless expressly agreed otherwise in writing. The benefit and risk of the products shall pass to the buyer when they are made available for shipment. The deliveries and services shall be inspected within a reasonable period of time and defects shall be notified in writing within 8 days; otherwise the deliveries and services shall be deemed approved.

8 Prices and payment terms
Delivery shall be made unpacked ex works. A surcharge will be levied for express shipments depending on the type of forwarding agent. Prices are charged in CHF. For deliveries within Switzerland, invoices are issued exclusively in CHF. Payments in EURO or another currency are only accepted by prior mutual agreement. Exchange rate changes may lead to an adjustment of foreign currency prices. The invoice amounts are payable net and without deductions no later than 30 days after the invoice date, unless otherwise agreed in writing. STS reserves the right, under certain circumstances, to deliver only against advance payment. The prices are exclusive of VAT. Only bank transfer is accepted as a form of payment. Expenses shall be borne by the purchaser.

9 Retention of title
STS Sensor Technik Sirnach AG remains the owner of the goods until the purchase price has been paid in full.

10 Intellectual property
The intellectual property in plans, technical documents and software programs as well as all associated rights remain with STS. Separately granted rights of use and exploitation remain reserved.

11 Warranty
STS provides a warranty on the products for a period of 24 months, starting from the date of delivery, ex works Sirnach, Switzerland. It is limited to material, labor or design defects, but does not apply to assembly errors, improper handling, use outside the defined intended purpose or use that does not comply with the protection class of the device. Consumables such as batteries, dehumidifiers, calibration solutions, etc. are excluded from the warranty. STS is not liable for any type of consequential damage, which is acknowledged by the customer upon acceptance of the delivery.

12. modification, design and specification
STS reserves the right to change the design and/or specifications of the products at any time and without notice. The EC type examination certificates and declarations of conformity for Ex products can be requested from us at any time or viewed and downloaded at www.stssensors.com.

13 Instructions for use
The products and services of STS are neither directly nor indirectly intended for the defense industry. By accepting the delivery, the purchaser confirms that the products are neither directly nor indirectly used in the defense industry.

14 Applicable law
All business transactions are subject to Swiss law. The place of jurisdiction and place of performance is 8370 Sirnach, Switzerland.

Conclusion of contract
STS (Sensor Technik Sirnach AG) only accepts orders from the STS purchasing department.
The General Terms and Conditions of Purchase dated May 02, 2019 apply to all orders placed by STS.
Other conditions, namely delivery conditions of the suppliers, are only valid if they are expressly recognized by STS in writing as an amendment or supplement to the General Terms and Conditions of Purchase dated 02 May 2019.
STS must be notified immediately in writing of any technical changes to previous deliveries or specifications. It entitles the customer to change or cancel the order.
The drawings enclosed or registered with the order are binding for the execution of the order. Sample parts are for explanatory purposes only.

Prices and payment
The prices are fixed prices and include all costs up to the place of fulfillment.
Any taxes (VAT) must be shown separately.
Unless otherwise agreed, payment shall only be made after receipt of the goods at the place of destination and invoicing, either within 30 days at 2% or within 60 days net.

Drawings, tools, models, material
Drawings, tools, models and material provided by STS to the supplier remain the property of STS. The supplier may only use these with the consent of STS.
These resources may not be made available to third parties without the written consent of STS.
Tools, devices, gauges, etc. paid for by STS are the property of STS. They must be stored appropriately by the supplier, maintained and fully insured against all damage.
The agreed service lives of the tools are warranted characteristics. A claim for surrender shall be deemed agreed in the event of irreconcilable, unjustified price claims by the supplier, refusal by the supplier to execute the order, justified complaints of defects on the part of STS which lead to considerable disruptions in STS's operations and in the event of delay in delivery by the supplier. In the event of suspension of payment by the supplier to its subcontractors, the obligation to immediately surrender the tools shall apply.

Subcontractors
The supplier shall be liable for its subcontractors as for itself.

Place of performance, transportation and packaging
The place of performance is the place of delivery stated in the order.
The conditions apply to transportation: DDP according to INCOTERMS 2010 (or latest version).
The agreed mode of transportation and any packaging agreed must be guaranteed.
Benefit and risk shall pass to STS as soon as the ordered goods have been duly handed over at the place of delivery.

Delivery date, delay in delivery
The stated delivery dates are to be understood as arrival dates at the place of delivery.
The stated delivery dates are fixed dates within the meaning of Art. 108 para. 3 CO, so that the delay in delivery occurs without a reminder.

Warranty
By accepting the order, the supplier confirms that a product complies with the regulations of the European Union (EU). The supplier agrees to provide a sufficient number of the necessary declarations of conformity and other documentation at its own expense. The supplier is prepared to grant STS access to the documentation on risk analyses and the safety concept relating to the delivery item at any time upon request.
The supplier is liable for the faultless quality and suitability of its goods for the usual purpose known to the supplier.
The use of the goods must not infringe the rights of third parties.
STS is not obliged to inspect the supplier's goods for defects upon delivery, even on a random basis.
The warranty period is at least 24 months and begins with the delivery of the goods. The warranty period begins anew upon replacement delivery or repair.

Non-performance or defective performance
If there is a case of delay in delivery (clause 6.1. - 6.2.) or warranty (clause 7.1. - 7.5.) or otherwise a breach of the contract or the General Terms and Conditions of Purchase of May 2, 2019, STS has the free choice to rescind the contract (rescission), reduce the price (reduction) or demand the delivery of other goods corresponding to the order.
In all cases, STS may demand compensation for the damage caused directly or indirectly by the non-performance or defective performance.

Product liability
The supplier shall take out sufficient product liability insurance.
The supplier is obliged to inform STS immediately and in writing of any problems that may arise with its product.
In addition, the supplier is obliged to provide STS with the necessary information and inspections at its own expense and, after consultation with STS, to contribute financially and in terms of personnel to the rectification of the problem. If access is granted, STS shall safeguard the supplier's business secrets.
Consequential damage to persons, the environment and property may be included in the rectification of the problem.
The supplier shall also be liable for consequential damage if there is a causal connection between the damage and a defect in the goods delivered by the supplier.

Choice of law, place of jurisdiction
Swiss law, in particular the Swiss Code of Obligations, shall apply to all deliveries and any other law, including the Vienna Sales Convention, is expressly excluded.

The place of jurisdiction is CH-8370 Sirnach, Switzerland.

STS Sensor Technik Sirnach AG develops, produces and distributes solutions in pressure measurement technology. The quality management system covers the companies in Switzerland, Germany, Italy, France and the UK.

The basis of STS Sensor Technik Sirnach AG's business activities is the high quality and reliability of its products. Due to the constantly growing demands of our customers, competitive pressure and the continuous evolution of the technologies and manufacturing processes we use, the constant improvement of quality is of great importance.

We want to

• maintain a quality management system in accordance with ISO 9001 in order to supply our customers with market-driven products at all times;
• cultivate a corporate culture in which errors and risks are openly addressed as part of a learning process and sustainable solutions are implemented to eliminate them;
• ensure and further develop the quality awareness of our qualified employees through ongoing information, training and instruction;
• produce repeatably and efficiently through clear product specifications and written work instructions;
• optimize added value in terms of performance and price by selecting suitable suppliers and partners;
• meet the increasing demands of our customers through continuous improvements to our products and processes.

Responsibility

The Executive Board and the Head of Quality Management define the quality policy and quality objectives. The members of the Executive Board ensure good framework conditions and take responsibility for achieving the quality targets in their areas. The Head of Quality Management supports them and is responsible for quality management and quality assurance matters.