SIDLER Information Security GmbH

General provisions

Changes to the present contract and notifications in accordance with the present contract must be made in writing in order to be legally valid. SIDLER Information Security GmbH (hereinafter referred to as "SIS") reserves the right to make changes in the manufacture of products prior to delivery, provided that such changes do not result in an increase in price.

Technical Documentation

Unless otherwise agreed, technical specifications in brochures and catalogs of SIS are not binding. Data in technical documentation shall only be binding if the binding nature of such data is expressly stated in this offer or in the respective technical documentation.

Regulations applicable at the place of destination / product changes

The customer shall be responsible for ensuring that the products comply with all relevant regulations applicable at the place of destination concerning delivery, installation, operating requirements, product safety, etc. Product modifications required to comply with local requirements shall be carried out by SIS subject to the written information provided by the customer at the latest when the order is placed. Such modifications shall further be subject to approval by SIS and shall be invoiced separately to the customer. The customer shall notify SIS in a timely manner, but no later than upon arrival of SIS personnel at the destination, of all safety regulations applicable at the destination (including application-specific regulations), including, but not limited to, regulations issued by the competent authorities or the customer's company or organization relating to the safety of the customer's and/or SIS's personnel and equipment. Customer shall notify SIS of any product changes to be made pursuant to such safety regulations no later than at the time the order is placed. SIS may refuse to provide warranty services and/or other services at the place of installation if compliance with the applicable safety regulations cannot be ensured or if adequate information on the safety regulations is not provided.

Prices

All prices are net ex works (Incoterms, latest edition) plus packaging, in the currency specified in the offer. Prices are exclusive of VAT and all other charges on the products supplied and/or services rendered by SIS. All taxes and duties incurred by SIS shall be borne by the customer.

Delivery time / Training

Delivery shall be made in accordance with the terms agreed under Incoterms (latest edition) and within the period specified in the offer. SIS may reasonably extend the delivery time if the circumstances relevant to SIS and/or its suppliers change in such a way that the manufacture, transport or export or import of the products is affected. The customer shall not be entitled to claim damages in the event of direct or indirect damage resulting from a delay. In such a case, the customer shall only be entitled to declare the contract invalid after having given SIS a reasonable period of time in writing for subsequent performance and after SIS has failed to deliver within this extended period due to negligence. Contractually agreed training periods shall allow for an appropriate preparation period prior to the desired start of the first training session.

Delivery requirements

Delivery and delivery time may be subject to the need and/or receipt of an export license. For the delivery of certain products, a document signed by the end customer is required by the Swiss Export Control Authority (seco) at the time of export.

Terms of payment

The terms of payment according to the offer apply. The customer shall only be entitled to a deduction if SIS has acknowledged the customer's claim in writing.

Withdrawal / Cancellation

In the event of cancellation of the order up to 10 days after the order confirmation date, 5% of the order amount shall be payable.

Transfer of risk / retention of title

The transfer of risk to the customer shall be in accordance with Incoterms (latest edition), which shall be contractually agreed. If the transport of the products is delayed for reasons beyond the control of SIS or becomes impossible for such reasons, SIS shall be entitled to store the products at the risk of the customer. In this case, the risk shall pass upon dispatch of the notice of deposit. The Products shall remain the property of SIS until they have been paid for in full. The Customer undertakes to assist SIS in obtaining ownership, in particular the Customer shall cooperate with SIS in the registration in the relevant retention of title register in accordance with the applicable legislation. The Customer shall bear all costs related to the retention of title.

Shipping, transport and insurance / packaging

The customer shall be liable for the transport and shall provide instructions for the transport prior to the conclusion of the contract. SIS shall be notified in good time of any special requirements relating to shipment, transport and insurance. The customer shall insure himself against any risks. SIS shall provide special packaging for all products to be delivered. Packaging shall be charged separately and cannot be returned for refund. Products can only be returned to SIS in their original packaging or packaging of equal quality.

Inspection and acceptance of delivery

SIS shall, subject to special arrangements, perform further tests such as acceptance tests at the factory or on site against payment by the customer. The customer shall inspect the material and packaging immediately upon arrival. Objections regarding packaging, shipping or transportation shall be raised by the customer with the last carrier and SIS immediately upon receipt of the products by the customer. The customer shall inspect the products and their functionality within 30 days of delivery. The customer shall immediately notify SIS in writing of any defects. If the customer fails to notify SIS in writing of any defects within the time limit, the products and services, including but not limited to the functionality of hardware and software, shall be deemed accepted; in this case, the warranty shall be excluded for defects that would have been detected if the products had been inspected properly.

Warranty

SIS warrants for a period of 12 months from delivery that the products are free from defects in material, design or workmanship. In the case of software products, SIS guarantees for a period of 6 months from the time of delivery that the software essentially corresponds to the program description with regard to its mode of operation. The detailed warranty provisions in the terms of use of the respective product shall apply. The customer shall notify SIS in writing of any defects. In the event of defects, SIS undertakes to repair or replace, at its own discretion, products or parts of products that are demonstrably unusable or defective as a result of material, planning or manufacturing errors. Other measures, in particular the withholding of payments or claims for reduction of the purchase price, withdrawal from the contract or damages are excluded to the extent permitted by law. The products are subject to certain operating conditions such as system configurations, data, computer and communication systems to be used with SIS products. SIS does not guarantee the functionality of the hardware and software under other operating conditions. This warranty does not cover defects resulting from normal wear and tear, improper storage or operation and other reasons beyond the control of SIS. The warranty shall not apply if the customer or a third party alters, manipulates or repairs the delivered products.

Limitation of liability

SIS shall not be liable for any loss or damage (including consequential loss) suffered by the buyer or any third party as a direct or indirect consequence of the use or impossibility of use of SIS products, except as expressly provided otherwise in the contract or in the mandatory provisions of the applicable legislation. In particular, SIS shall not be liable for any damages arising out of or in connection with the loss, distortion, delay or misuse of data, the use of distorted data or the effects of data lost, distorted or delayed in the course of continuous (manual or automatic) data processing, whether or not such data is processed by SIS products.

Confidentiality

The customer shall treat all non-publicly accessible information in connection with the products as confidential. In particular, the customer shall not disclose such information (including product documentation and operating instructions) to third parties. The customer shall impose all duties of confidentiality on its employees, business partners and other third parties who might have access to confidential information. Intellectual property and license to use SIS intellectual property All industrial property rights (patents, trademarks, utility models, rights relating to the design and layout of semiconductor chips, other design rights, etc.) and copyrights relating to the delivered products and the documentation shall remain the exclusive property of SIS or its licensors. The customer does not acquire any such rights by purchasing the products. The customer is granted a license for the software and firmware installed in the delivered products or delivered together with such products ("Corresponding Hardware"). It is limited to the lifetime of the Corresponding Hardware and cannot be transferred to any other hardware or assigned or sublicensed to any third party. In addition, the license is limited to the use of the software and firmware in connection with the use of the functions of the Corresponding Hardware in accordance with the specifications of the Products. Any other use, modification, adaptation and operation by any means (such as decompilation or circuit analysis) of the licensed software and firmware is prohibited.

Assignment

The Customer agrees not to assign the rights and obligations related to the Products and Services to any third party without the prior written consent of SIS. SIS may subcontract the provision of services to third parties.

Place of performance, jurisdiction and applicable law

The place of performance for all obligations of the parties shall be Zug, Switzerland. Any legal disputes arising out of or in connection with the contract and the products and services delivered pursuant thereto shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland. The customer, being aware of his rights, expressly waives the right to be sued at his place of business or residence. However, SIS reserves the right to bring an action against the customer at the customer's registered office or place of residence. Swiss substantive law shall apply to the contract. The UN Convention on the International Sale of Goods of 11 April 1980 shall not apply.