General Terms and Conditions

1 Scope of application

These General Terms and Conditions apply to deliveries and services of Leicom ITEC AG, Winterthur (hereinafter referred to as "ITEC"), to the customer. Insofar as our delivery also includes software programs and the associated documentation, the relevant licence conditions shall apply. However, these General Terms and Conditions shall apply in addition to the licence conditions.

2 Conclusion of the contract

The contract is concluded upon receipt of an order confirmation by the customer or, in the absence of a confirmation, upon ITEC's dispatch of the ordered products. All catalogues, brochures and publications on the Internet are deemed to be an invitation to tender and are non-binding for ITEC. Amendments or additions to these GTC or the contract are invalid without the written consent of ITEC. Orders that deviate from the specifications published by ITEC or contain additions or amendments made by the Customer will only be effective if they are expressly confirmed by ITEC in an order confirmation.

3 Cancellation of the contract

Orders for catalogue products (standard products) may be cancelled by the Customer until the ordered products have been sorted out by ITEC, provided that the declaration of cancellation is received by ITEC before the time of sorting out. The customer will be charged a processing fee of 20% of the net order amount.

4 Prices

Unless expressly stated otherwise, all prices are quoted net, exclusive of VAT.The net price includes the standard packaging of the products ordered. All other costs, such as for transport, express delivery, cash on delivery or other necessary authorisations will be charged additionally. The net price also does not include ancillary services provided by ITEC, such as assembly, commissioning and the creation of schematics, etc. For orders with a gross price of less than CHF 200 / Euro 250, processing and packaging costs of CHF 30 / Euro 50 may be charged.

ITEC reserves the right to change its prices at any time up to the conclusion of the contract.

5. Terms of delivery

Orders for catalogue products (standard products) can be cancelled by the customer until the ordered products have been sorted out by ITEC, provided that the cancellation declaration has been received by ITEC before the time of sorting out. The customer will be charged a processing fee of 20 % of the net order amount.

Shipping costs

• Switzerland: 10 CHF

• Europe: 60 €

ITEC reserves the right not to deliver the ordered products if they are unavailable; in this case ITEC will inform the customer immediately of the unavailability and refund any consideration already paid.

6 Terms of payment

ITEC's invoices must be paid in full within 30 days of the invoice date. After expiry of the payment deadline, the customer shall owe ITEC a reminder fee of CHF 100 or default interest of 5% p.a. if the default interest exceeds the amount of the reminder fee. If the Customer is in arrears, ITEC reserves the right to withhold further deliveries.The customer is not authorised to offset ITEC's claims against counterclaims.

7 Use and installation of ITEC products

ITEC products may only be installed by trained specialists. ITEC products must be used in accordance with the provisions of the currently valid data and installation sheet.

8 Specifications

Unless expressly agreed otherwise, the information published by ITEC in catalogues, brochures, websites, data and installation sheets or other publications in text or image form (e.g. illustrations or drawings) conclusively specify the quality of the goods supplied by ITEC and their possible uses and do not constitute a guarantee of durability or quality. The quality of the delivered products may deviate in material, colour or shape from pictures or exhibits. ITEC accepts no responsibility for the suitability or fitness of the products for a particular purpose.The specifications communicated by ITEC are for guidance only. ITEC reserves the right to change the communicated specifications of the products or to supply other, equivalent products from third party suppliers instead of the products ordered.

9 Retention of title

The delivered products remain the property of ITEC until all claims of ITEC against the Customer have been settled in full.

10. Transfer of risk

The transfer of benefits and risks shall be regulated in accordance with Incoterms ® 2010.

11. Return of products

By prior agreement, ITEC may take back catalogue products, provided they are still included in the delivery programme at the time of return and are brand new, i.e. no more than 6 months old, unused and in their original packaging. ITEC is under no obligation to accept returns. The return of customer products at the request of the customer of specially procured products is excluded. Catalogue products must be returned to ITEC AG, Harzachstrase 5, CH-8404 Winterthur, Switzerland, carriage paid, enclosing a copy of the invoice and stating the reason for the return.

12. Obligation to inspect

The products must be inspected by the customer for defects immediately upon receipt. Any defects must be reported to ITEC immediately in writing, otherwise the product is deemed to be approved. Hidden defects must be reported in writing immediately after discovery.

13 Warranty

With its guarantee, ITEC warrants that the delivered products fulfil the specifications expressly listed on the associated data sheets. Otherwise, the warranty is excluded to the extent permitted by law. In particular, the warranty does not cover damage caused or contributed to by the fact that the customer or third parties attributable to the customer's sphere of responsibility

• using products in areas that are not specified in the data and assembly sheets, in particular in aeroplanes and any other means of air transport;

• use products without complying with statutory or official regulations or disregarding ITEC's instructions (in particular regarding installation, commissioning, operating instructions and information on the data and installation sheets);

• use the products under special conditions, in particular under the permanent influence of aggressive chemicals, gases or liquids or outside the permissible operating parameters or application conditions;

• assemble, handle or install the products incorrectly or carelessly or not in accordance with the relevant state of the art or if the products are not used or installed by trained specialists;

• carry out modifications or repairs to products without the prior written consent of ITEC;

• wear out the products as a result of improper or inappropriate use or excessive strain;

• store the products improperly;

• damage for which the customer or third parties are responsible;

The customer shall be liable for the acts or omissions of auxiliary persons of the customer as for his own. The warranty period for commercial products not supplied by ITEC is specified in the order confirmation. Commercial products are labelled as such, either by the manufacturer's name and/or the manufacturer's logo. The warranty period for commercial products is generally 2 years from the date of delivery. The warranty period shall commence at the time of manufacture or delivery of the product without any acceptance or inspection action by the customer being required. The customer must immediately take all suitable measures to minimise damage. If timely notification has been made in accordance with Clause 11 above, ITEC is obliged either to replace defective products with the same or equivalent products, to repair them itself or have them repaired by third parties at its own expense, or to issue the Customer with a credit note in the amount of the net price paid for the defective product. ITEC shall decide which of these measures shall be taken.

14 Exclusion of liability

ITEC's liability is exhaustively described in clause 13. All further claims by the Customer against ITEC, irrespective of the legal grounds on which they are made, in particular for reduction or cancellation, are excluded and are expressly waived. The customer shall have no claims for compensation for damage that has not occurred to the products themselves. In particular, ITEC's liability for the costs of determining the causes of damage, for expert opinions and for indirect or consequential damage (including consequential damage caused by defects) of all kinds, such as loss of use, downtime, loss of earnings, loss of profit, etc., is excluded, unless they were caused by ITEC wilfully or through gross negligence. Insofar as ITEC's liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents.

15. Indemnification

The Customer shall indemnify ITEC in full on first demand against all claims made by third parties against ITEC in connection with the events listed in Section 13 a) to h). This also applies to claims arising from product liability.

16. Force majeure

Neither ITEC nor the Customer shall be liable for damages of any kind if obstacles occur which they cannot avert despite exercising due care, regardless of whether they occur at ITEC or at the Customer or at a third party. Such hindrances include, for example, epidemics, mobilisation, war, riots, significant operational disruptions, accidents, labour disputes, late or faulty deliveries of the necessary raw materials, semi-finished and finished products, non-availability of important workpieces, official measures or omissions, embargoes, export or import restrictions, natural phenomena and events which are largely beyond the control of ITEC or the Customer. However, payments may not be withheld or delayed on the basis of these provisions. Both parties shall in any case immediately take all reasonable and appropriate measures to avoid damage or, if such damage occurs, to minimise the extent of such damage.

17. Resale

In the event of a resale of the product, the customer must impose at least the same warranty exclusions on his buyer.

18. Amendments

ITEC reserves the right to amend these GTC at any time.

19. Severability clause

Should one or more of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions. Swiss law shall apply to the exclusion of the applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention).

20. Reasonable precautions required by resellers

ITEC makes no warranty of any kind that the Control Systems and Licensed Materials and Hardware Resellers will protect the Customer or any person or their respective property from damage. Appropriate safety precautions must always be taken when operating or maintaining equipment associated with Licensed Materials and Hardware. In addition, the Reseller represents and warrants that it will use its best endeavours to take appropriate precautions, establish appropriate procedures and disseminate appropriate notices to ensure that persons or property are not injured or damaged in the event of failure, malfunction or unexpected operation of the Licensed Materials, Hardware or other products.

21. High-risk applications

Neither the Hardware nor the Licensed Materials may be used for high-risk applications without the express written permission of ITEC. Resellers are required to use reasonable commercial efforts to ensure that they are not used in high-risk applications in which the failure of the Hardware and/or Licensed Materials could result in death, serious bodily injury, or severe property or environmental damage; including but not limited to the operation of nuclear power plants, transportation systems, aircraft navigation or aircraft communication systems, air traffic control systems, weapons systems, and direct life support machines. ITEC disclaims any express or implied warranty or guarantee of suitability for high-risk applications.

22. Programming support

ITEC may provide support for the programming systems at the Partner's request, solely at its own discretion. Support is limited to software programming and does not relate to order processing, documentation or other services. ITEC reserves the right to charge for support services in accordance with the applicable rates. To the extent permitted by law, ITEC accepts no liability to the Partner for any claims, costs, losses, damages or expenses arising directly or indirectly from the provision of Programme Support.

23. Compliance with export control regulations

Our fulfilment of the contract is subject to the proviso that there are no obstacles to fulfilment due to national or international regulations of foreign trade law, in particular export control regulations, as well as no embargoes or other sanctions.B3

When passing on the goods supplied by us (hardware and/or software and/or technology and associated documentation, irrespective of the manner in which they are made available) or the work and services provided by us (including technical support of any kind) to third parties in Germany and abroad, the customer must comply with the applicable provisions of national and international (re-)export control law. In any case, he must observe the (re-)export control regulations of Switzerland, the Federal Republic of Germany, the European Union and the United States of America.

If necessary for export control checks, the customer shall, upon request, immediately provide us with all information about the final recipient, final destination and intended use of the goods delivered by us or work and services provided by us as well as any export control restrictions in this respect.

The customer shall indemnify us in full against all claims asserted against us by authorities or other third parties due to the customer's failure to comply with the above export control obligations and undertakes to compensate us for all damages and expenses incurred by us in this connection, unless the customer is not responsible for the breach of duty.

24. Place of jurisdiction

The place of jurisdiction for the customer and for us is Winterthur. However, we are also entitled to sue the customer at his place of business.

Version: September 2020

LEICOM ITEC AG
Harzachstrasse 5
8404 Winterthur
Schweiz

+41 52 2351640
hello@eliona.io

Managing Director: Harald Störk
Company number: CHE-108.545.723