General Conditions of Sale and Supply - ROTRONIC Logistics

1. General

1.1 A contract is considered to be concluded with a written quotation, an order confirmation or when the goods are despatched and invoiced by ROTRONIC Logistics. By accepting the delivery, the customer agrees to the conditions of ROTRONIC Logistics. Divergent conditions have to be stipulated in writing.

1.2 Orders shall only become binding upon ROTRONIC Logistics after it has issued a written confirmation of order.

1.3 ROTRONIC Logistics - reserve the right to amend typing errors/mistakes to price lists and technical data at any time.

2. Prices

Prices shall be deemed net excl. V.A.T., transportation and packaging charges, provided that alternative conditions have not already been agreed. ROTRONIC Logistics however hereby reserves the right to make price adjustments to cover definite increases in costs for example goods and material.

3. Delivery period

The delivery period shall be the date in the contract of sale and will be extended should difficulties arise that may have been caused by an act of god such as war, epidemics and among other things storm and tempest.

4. Despatch

All deliveries shall be effected for the account and the risk of the customer. Any complaints concerning damage, loss or delay are to be reported to ROTRONIC Logistics within 8 days of the receipt of the consignment. But complaints concerning any faulty packaging shall be rendered on the same day as the receipt of the consignment.

5. Works deliveries

Should the consignment and invoicing be directly affected by the suppliers of ROTRONIC Logistics, the conditions of sale and supply of that particular supplier shall be valid for customers in respect of that particular contract. In such cases, these present conditions of sale and supply shall have no validity and damage indemnity claims or claims of any other nature cannot be made enforceable against ROTRONIC Logistics hereunder.

6. Return of goods and materials

The return of goods and materials shall require the written permission of ROTRONIC Logistics and may only be effected if the goods and materials are in re-sellable condition and still in their original packaging, and only then if such are usually maintained in stock by ROTRONIC Logistics. A copy of the delivery note or the invoice must be enclosed. Returns without either a copy of the delivery note or the invoice will not be accepted. An appropriate surcharge will be applied by ROTRONIC Logistics on the purchaser to defray the cost of any inconvenience caused.

7. Settlement

Invoices are to be settled within 30 days net without any deductions. Purchasers will be charged the usual bank overdraft rate of interest in respect of overdue payments.

8. Retention of ownership rights

All goods and materials supplied shall remain the property of ROTRONIC Logistics until full payment of the debited invoice amount has been received.

9. Warranty

ROTRONIC Logistics will grant a warranty for plant and equipment for a period of 24 months for the ROLINE brand and 12 months for all others products from the date of delivery in respect of any evidenced faulty workmanship and materials. Should a delivered consignment prove to be contrary to contract upon inspection, the customer shall grant ROTRONIC Logistics the opportunity hereunder of removing the fault, or else the customer may demand replacement. Should the supply or delivery of any improvement or replacement not prove possible, the customer may choose between having the purchase price reduced or in demanding the contract of sale to be rescinded (conversion). Damage resulting from natural wear and tear, an act of God or non compliance with the operating instructions shall be excluded from the warranty as well as mechanical interference by the customer or by third parties with plant and equipment of ROTRONIC Logistics without its written permission. No liability will be accepted for defects, damage or injury caused due to installation not carried out in accordance with the manufacturer's installation instructions.

10. Cancellation

Cancellation of orders shall only be possible hereunder with the written approval of ROTRONIC Logistics. Any costs which have already been incurred or price increases as a result of reduction in amounts ordered shall be for the account of the purchaser. Partial supplies of an order contracted upon call shall be claimed within the agreed supply and delivery periods, otherwise ROTRONIC Logistics may cause the relative consignment and invoice billing therefore to be made.

11. Place of jurisdiction

The place of jurisdiction shall be Zürich. Legal relationship hereunder shall be subject to Swiss Law.

September 2009