PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

General Terms and Conditions of Sale for Products of SuSoS AG

  1. General Stipulations

1.1 These General Terms and Conditions of Sale („the Terms“) apply to all sales of surface active materials and/or the provision of coatings or coated substrates (collectively „Products“) of SuSoS AG („SuSoS“) to its customers („Customers“) unless agreed otherwise in writing.

1.2 In no event will SuSoS be bound by the purchasing conditions of the Customer, even if such disagreement is not made explicitly.

1.3 With the placement of an order, the Customer agrees to be bound by these Terms. These Terms and the exclusion of the purchasing conditions of the Customer shall apply to the first and all subsequent sales to the Customer.

1.4 If for any reason one or more of the provisions of these Terms is/are invalid or otherwise non-binding, the other provisions shall remain fully valid and applicable.

  1. Products

2.1 SuSoS sells Products to the Company for testing and feasibility investigations or academic, non-commercial purposes only. The Customer may not sell, share, distribute, release, convey, or otherwise leave the Products to any third party without the prior written permission of SuSoS. Commercial use of the Products shall be subject to a separate agreement (licensing, distribution, …) between SuSoS and the Customer.

2.2 SuSoS draws attention to the fact that the Products are of experimental nature. Unless mutually agreed by both Customer and SuSoS in writing, in no event may the Products or substances containing the Products be used for drugs, implants, in vivo diagnostics or other internal or external applications for humans or animals. The Products or substances containing the Products may not be used for toys, household applications, products which may come into contact with food, drugs, cosmetics, clothing of household textiles or may in any other way endanger humans or animals.

2.3 The handling of the Products (storage, dissolution, application) by the Customer shall be in accordance with published scientific information and applicable law, statues and regulations.

2.4 SuSoS’s policy is one of on-going product update and revision. SuSoS may revise and discontinue Products at any time.

  1. Placement of Orders

3.1 SuSoS operates a chemicals shop on its Website for a limited number of Products sold in small quantities („Shop Materials“). Shop Materials can be ordered by ordinary mail, fax, e-mail or internet. Shop Materials are delivered subject to availability.

3.2 For all other Products SuSoS will, upon Customer’s request, issue a written offer. The offer shall be binding on SuSoS for a period of 30 days. Orders without previous offer by SuSoS are not binding upon SuSoS AG until accepted by SuSoS.

3.3 Orders placed by the Customer through the web-based chemicals shop or otherwise are binding for the Customer.

  1. Prices and Terms of Payment

4.1 Unless explicitly stated otherwise all prices are quoted in Swiss Francs exclusive of VAT. Additional Costs such as transport, insurance, duties and levies are charged in addition. Packaging is included.

4.2 SuSoS reserves the right to change prices with immediate effect at any time without notice. The new price shall not apply to orders for Shop Materials dispatched by the Customer before publication of the revised price and to offers issued by SuSoS.

4.3 Terms of payment are within SuSoS AG’s sole discretion.

4.3.1. Purchase from inside Switzerland: Unless requested differently by SuSoS invoices have to be paid net within fifteen days of the invoice date without deduction. SuSoS may request payment before delivery.

4.3.2. Purchase from outside Switzerland: Unless requested differently by SuSoS invoices have to be paid before delivery.

4.4 In the event of late payment interest of 10% p.a. will be charged.

4.5 SuSoS AG may invoice parts of an order separately.

4.6 For US Customers: In the event the Customer wishes to avail itself of a tax exemption he has to provide SuSoS with a valid and correct tax exemption certificate applicable prior to the order or contract entering into force. Otherwise the Customer is responsible for sales and all other taxes associated with the order. If applicable, a separate charge for taxes will be shown on SuSoS AG’s invoice.

  1. Delivery

5.1 SuSoS does not grant any firm delivery deadlines unless agreed otherwise in writing. Delivery periods for the Shop Products stated on the Website are of indicative nature.

5.2 Agreed delivery dates refer to the shipment of the Products. If the delivery deadline is exceeded, the Customer shall specify an appropriate period for acceptable late delivery. SuSoS liability in respect of non-fulfilment or delay shall be confined to the invoice value of the Products.

  1. Transfer of Possession and Risk, Place of Performance

6.1 Possession and risk shall pass to the Customer on delivery of the Products to any common carrier. If dispatch is delayed at the Customer’s request, risk shall pass to the Customer on the date originally scheduled for delivery to a common carrier.

6.2 Place of Performance for both the delivery of the Products and payment obligations is Dübendorf, Switzerland.

  1. Warranty and Liability

7.1 SuSoS guarantees that the Products have the characteristics indicated in the Material Data Sheet delivered with the Products. This is the only warranty to the exclusion of all others. Any and all other warranties, including without limitation, warranties of merchantability or fitness for any particular purpose, are expressly excluded and declined. No proposal by SuSoS for the use, application or suitability of the Products shall be interpreted as a guarantee.

7.2 The Customer shall carry out a visual and a quantity control and shall inform SuSoS not later than 5 days of receipt of the Products of any defaults detected. All kind of reverse engineering activity remaining forbidden, the Customer shall perform analytical tests on the Products for incoming inspection only. The Customer shall inform SuSoS not later than 30 days of receipt of the Products of any defaults detected. Complaints with respect to hidden deficiencies may be lodged until the expiration of the Warranty Period. Complaints shall be made in writing indicating the name of the Products, the lot number and the deficiency.

7.3 Actions based on a warranty shall be barred at the end of twelve months after dispatch of the Products to the Customer („Warranty Period“).

7.4 If the Customer lodges a justified complaint in good time the Customer shall be entitled to a replacement delivery. If the replacement delivery does not conform to the contractual agreement either, then the Customer has the right to demand the revocation of the contract.

7.5 SuSoS‘ liability is limited to the invoice value of the supplied goods. In no event shall SuSoS be liable for any lost profit, lost business, loss of goodwill or any other incidental, special, consequential, indirect of punitive damages, whether pursuant to a warranty claim or otherwise. According to law the limitation of warranty does not apply to deficiencies SuSoS has fraudulently concealed.

7.6 All information contained in catalogues, brochures, publications and other printed or electronic media is compiled to the best of SuSoS knowledge. SuSoS disclaims any liability for any possible errors or misprints.

  1. Intellectual Property

8.1 SuSoS has certain rights in thin polymeric coating materials and/or chemicals and SuSoS‘ Products contain proprietary information of technical and non-technical nature, related know-how, trade secrets or proprietary technologies that may be also protected by patents. With any purchase, the Customer acquires ownership in the Products (Transfer of Possession) but no other rights associated with the Products. In particular SuSoS reserves all commercial and intellectual property rights related to the sale, manufacturing, processing and the composition of the Products. By selling the Products or indicating potential uses of the Products SuSoS does not grant any license or any other right to any of its intellectual property rights.

8.2 No reverse engineering. By purchasing the Products, the Customer agrees not to perform nor engage any analysis of the parts containing or related to the Products to determine the chemical identity thereof, or transfer such parts to any unauthorized third party for the purpose of analysis except as necessary to accomplish the evaluation of the properties of the Products for the application of the Customer.

8.3 The Customer shall not apply for any patent or other form of protection or registration for the Product. The Customer is free to file patent application(s) claiming inventions made by the Customer through the use of the Products but must notify SuSoS AG upon filing of a patent application claiming modifications or method(s) of manufacture or use(s) of the Products. Further, Customer agrees to grant SuSoS a non-exclusive, irrevocable, royalty-free, fully paid-up, license to use the Products in all markets and applications as long as these do not directly limit the Customer from commercially exploiting their own intellectual property in their very markets and applications (no direct competition) as to be defined in a separate agreement.

8.4 Notwithstanding the above SuSoS is under no obligation to grant any license to Customer whether or not such a license is necessary for carrying out the invention of the Customer.

8.5 SuSoS does not grant any warranty that the use or resale of the Products does not violate any intellectual property rights of third parties.

  1. Data protection

9.1 The Customer authorizes SuSoS to keep Data collected in connection with the performance of contracts on its files for as long as SuSoS deems necessary or useful.

9.2 The Data will be handled in conformity with the provisions of the Swiss law on Data Protection.

  1. Force majeure

10.1 SuSoS shall not be liable to the Customer or lose any rights because of a delay or failure in the performance of its obligations of any order, if and to the extent that such faire or delay is due to circumstances beyond its control, including but not limited to, act of God, war, terrorism, civil commotion, destruction of essential facilities or materials, acts of government or labor disputes.

  1. Choice of Law, Place of Jurisdiction

11.1 These Terms, any orders or agreements between SuSoS and the Customer shall be subject to and governed by the laws of Switzerland without reference to its principles of conflicts of law and excluding the United Nations Convention on Contracts for the international Sale of Goods (Vienna 1980)

11.2 The venue for any disputes shall be Zürich, Switzerland.

 

SuSoS AG, Dübendorf, September 2019