AGB

1 Subject matter, application and law

1.1 These General Terms and Conditions (hereinafter referred to as GTC) govern the comprehensive rights and obligations between DICOTA SCHWEIZ AG (hereinafter referred to as DICOTA) and its wholesalers, distributors and corporate customers (hereinafter referred to as customers). They are not valid for private or small customers.

1.2 By placing an order, the customer recognises these GTC.

1.3 The customer's terms and conditions only apply if they have been accepted by DICOTA in writing.

1.4 Written agreements between the parties that deviate from the following provisions take precedence over the GTCs.

2 Offer, conclusion of contract

2.1 Offers are always subject to change and non-binding, unless otherwise stated. Prices are quoted net ex warehouse, plus VAT and packaging and transport costs. Unless otherwise stated, offers from DICOTA are valid for 30 days.

2.2 The prices quoted by DICOTA are DDP (Delivered Duties Paid). The goods are insured for transport by DICOTA.

2.3 The valid currency for the individual order is listed on the order confirmation and on the invoice and is tacitly accepted by the customer.

2.4 The end user prices including VAT published on www.dicota.com are non-binding recommendations of the manufacturer.

2.5 All verbal, in particular ancillary and supplementary agreements, including those concerning the execution of the order, must be explicitly confirmed in writing by DICOTA in order to be valid.

3 Delivery and delay

3.1 The delivery times stated by DICOTA are only approximate and are not binding.

3.2 DICOTA is entitled to make partial deliveries, provided that these are reasonable for the customer in individual cases. If part of the ordered goods cannot be delivered, there is no right to cancellation of the entire order.

3.3 If problems arise in the procurement process over which DICOTA has no influence, such as operational disruptions at the producer, delays or problems with transport or material failures, DICOTA may cancel the order.

3.4 Upon acceptance of the goods, the risk is transferred to the customer.

4) Terms of payment

4.1 Unless otherwise stated, the payment term is 20 days. All payments are to be made by the customer to DICOTA's account without deductions and subject to any transfer charges.

4.2 If there is a threat of the customer's inability to pay, DICOTA is entitled to deliver goods only against advance payment, or to partially or completely suspend deliveries to the customer. This applies in particular, but not exclusively, if the customer has not paid invoices on time, if outstanding items are in the dunning stage or if the credit check is negative.

4.3 DICOTA insures its customer receivables against payment defaults. After checking the customer's creditworthiness, the insurance company sets a credit limit, which is accepted by DICOTA. The verification process can take several days.

4.4 The credit limit may change if the customer's creditworthiness is reassessed and redefined by the insurance company. In this case, DICOTA will inform the customer in writing.

4.5 The customer agrees that his payment behaviour will be transmitted to the insurance company.

4.6 After expiry of the payment period, the customer is in default without a reminder. DICOTA may charge default interest of 5%.

4.7 DICOTA charges a reminder fee of CHF 20.00 per reminder from the second reminder stage. After three unsuccessful reminders, the claim will be handed over to an external collection agency and the credit insurance company will be informed.

4.8 DICOTA is entitled to sell goods reserved for the buyer and not yet delivered elsewhere if the buyer is in default and does not settle the outstanding claims despite a reasonable deadline set by DICOTA.

4.9 The customer has no right of set-off or retention unless the claim is undisputed or has been legally established by a court.

5) Retention of title

5.1 DICOTA retains ownership of the delivered goods until the purchase price has been paid in full and in accordance with the contract. The customer undertakes to give DICOTA its written consent to the registration of a retention of title immediately upon request.

6 Inspection, notification of defects

6.1 Recognisable transport damage or missing quantities must be noted on the carrier's certificate and reported to DICOTA immediately.

6.2 The customer is obliged to check the products delivered by DICOTA for completeness and correctness immediately after delivery. Any damage, defects and complaints must be reported immediately after discovery, at the latest within five working days, in writing and accompanied by pictures and a detailed description.

6.3 If a complaint is made after this period has expired, the delivery shall be deemed to be in conformity with the contract, unless the deviation was not recognisable despite careful inspection.

6.4 Hidden defects must be reported in writing no later than five working days after their discovery. The buyer is responsible for the burden of proof for all claim prerequisites, i.e. also for the time of discovery of the defect and the timeliness of the complaint.

6.5 Small, customary or technically unavoidable deviations in the quality, colour, dimensions, weights, equipment or design of the goods are part of the normal nature of the goods and do not constitute defects.

6.6 After receipt of a notice of defects, DICOTA has the right to demand the return of the goods at its own expense within five working days.

7 Warranty, liability

7.1 Defective goods will be repaired or replaced by DICOTA free of charge.

7.2 In the event that the subsequent fulfilment fails, the buyer is entitled, at his discretion, to reduce the purchase price appropriately or to withdraw from the contract. However, in the event of only minor breaches of contract, in particular minor defects, the Buyer shall not be entitled to withdraw from the contract.

7.3 Liability for slightly negligent breaches of duty is excluded insofar as these do not relate to essential contractual obligations, damages resulting from injury to life, limb or health or guarantees or claims under the Product Liability Act are affected.

7.4 Liability for indirect damages that did not arise directly from the damaging event, as well as for auxiliary persons, is excluded, unless intentional or grossly negligent behaviour is involved.

8 Returns

8.1 The exchange or return of defect-free goods is only possible in exceptional cases and with the prior consent of DICOTA.

8.2 The customer must request a return number from DICOTA for the return shipment. The products must be returned in their original packaging and accompanied by the proof of purchase.

8.3 DICOTA reserves the right to return products with missing or unusable original packaging as well as products that are no longer in perfect condition to the customer at the customer's expense and risk. Packaging is considered unusable if it is defective, labelled, written on or otherwise unsaleable. Products that have already been used or are otherwise unsaleable are deemed to be faulty.

8.4 Procurement products (products that DICOTA has not declared as stock items and that are only specially produced to customer orders) cannot be returned to DICOTA under any circumstances. With the order, the customer undertakes to accept or pay for the ordered quantity in full.

9 Confidentiality

9.1 The customer undertakes to treat data and information from the contractual relationship with DICOTA, in particular prices, discounts, bonuses, etc., confidentially and not to make them accessible to third parties under any circumstances.

10 Electronic data, intellectual property and image and trademark rights

10.1 DICOTA offers the customer access to price lists, article data, product photos and videos. DICOTA takes the utmost care to ensure that this data is up to date, but does not guarantee its accuracy, completeness, transmission or usability.

10.2 All data is the property of DICOTA and may only be used by the customer within the framework of the contractual relationship. After termination of the contractual relationship, the authorisation of use expires.

10.3 The customer undertakes not to change, edit or manipulate DICOTA's image and video material.

10.4 DICOTA may instruct the customer to check and demand compliance with image and trademark rights from its customers.

11 Final provisions

11.1 Swiss law shall apply exclusively to all transactions, contracts and orders. The United Nations Convention on Contracts for the International Sale of Goods (SR 0.221.211.1) is expressly excluded. The place of jurisdiction for legal disputes arising from contractual relationships shall be the courts having jurisdiction for Wollerau/SZ.