AGB WO-OW AG

1. General

1.1 The legal relations between WO-OW AG and the orderer or buyer (hereinafter referred to as "customer") are primarily governed by the written agreements made in the individual case. As far as no deviating individual agreements have been made, the present General Terms and Conditions (GTC) form the exclusive basis for all business transacted between WO-OW AG and the customer. Other terms and conditions of business or purchase of the customer or third parties are therefore only valid if and insofar as they are expressly accepted by WO-OW AG in writing. The reference of a customer to own terms and conditions is hereby expressly contradicted by WOOW AG. If the customer does not agree with this regulation, he has to inform WO-OW AG immediately in written form. In case of a written objection WO-OW AG reserves the right to withdraw its offers and deliveries without substitution, without the customer being able to derive claims of any kind from this.

1.2 A contract is concluded when the customer's order has been accepted in writing by WO-OW AG (order confirmation). WO-OW AG is free to reject orders without giving reasons.

1.3 Should any of the present provisions be or become invalid, this shall not affect the validity of the remaining provisions of the contract. In such a case, the invalid provision shall be reinterpreted or supplemented in such a way that the economic or legal purpose intended by it is achieved.

1.4 This version of the GTC replaces all previous versions.

2. technical regulations

2.1 Unless otherwise agreed, WO-OW AG's products comply with the technical regulations in force in Switzerland at the time of delivery.

2.2 The customer shall ensure that the technical regulations applicable at the place of use are complied with. Insofar as these deviate from the Swiss regulations, the customer shall request the necessary modifications in writing and in detail when placing the order.

3. delivery conditions

3.1 In the absence of any agreement to the contrary, delivery periods and delivery dates shall be deemed to be approximate. They refer to the provision of the ordered products ex works of WO-OW AG in Zurich.

3.2 Delivery periods shall commence upon conclusion of the contract (Clause 1.2) and as soon as any advance payments or securities have been made, all technical questions have been clarified and any official approvals have been obtained.

3.3 Delivery periods shall be extended appropriately if the customer does not fulfill its cooperation or payment obligations or fulfills them late or if delays occur due to force majeure, official measures, operational disruptions, machine defects or due to late or defective delivery of raw materials, semi-finished or finished products.

3.4 If the customer is in arrears with an advance payment or the payment from a previous delivery, WO-OW AG is entitled without further ado to wait with the execution of new orders or to withhold them in whole or in part until all arrears have been settled.

3.5 If a specific delivery date is agreed, Sections 3.2 to 3.4 shall apply analogously.

3.6 Due to delayed delivery, the customer shall have neither a right of withdrawal nor any claims for reduction or damages (neither for direct nor indirect damages). Any liability of WO-OW AG and its auxiliary persons is excluded to the extent permitted by law.

3.7 WO-OW AG is entitled to make partial deliveries. WO-OW AG shall bear any additional costs of logistics incurred thereby, unless these partial deliveries are made due to lack of cooperation or payment arrears of the customer or at the customer's request.

3.8 Benefit and risk shall pass to the customer as soon as the delivery or partial delivery is ready for collection by the customer or its carrier ex works of WO-OW AG and the customer has been notified of this date.

4. prices and terms of payment

4.1 The prices listed in the catalogs, price lists, the website or in the online store of WO-OW AG are indicative prices and as such are not binding. Prices, assortment and products are subject to change at any time. Orders, also in the online ordering system orders and "order confirmations" of the CUSTOMER are considered as mere offer for the CONTRACTUAL CONCLUSION.

4.2 Only the prices stated in a specific offer or in the order confirmation shall be binding. Unless otherwise specified in the offer or in the accompanying letter, offers shall be valid for a maximum of 3 months from the date of issue. If the customer orders smaller quantities than quoted, we reserve the right to make surcharges for smaller quantities or other surcharges.

4.3 All prices of WO-OW AG are net (incl. VAT) ex works of WO-OW AG in Zurich, Switzerland ("Ex Works", according to Incoterms 2010).

4.4 All costs for packaging, transport, insurance, public charges and fees (e.g. VAT, customs duties, export, transit and other permits, etc.) are not included in the prices and shall be borne by the customer. Insofar as WO-OW AG advances these costs, they shall be reimbursed to it by the customer.

4.5 Advance recycling charges (vRG) are levied on luminaires and illuminants. Luminaires are subject to different tariff levels, illuminants are subject to a uniform tariff. These tariffs apply uniformly throughout Switzerland and are subject to the Ordinance on the Publication of Prices (PVB) published by SECO (State Secretariat for Economic Affairs). The tariffs and lists of devices are available from the Stiftung Licht Recycling Schweiz SLRS or can be viewed at www.slrs.ch.

4.6 Unless otherwise agreed, invoices are due immediately and are to be paid by the customer without any deduction. WO-OW AG reserves the right to demand full or partial advance payment. For private customers, prepayment or PayPal payment applies for online orders.

4.7 Die Zahlungstermine sind auch einzuhalten, wenn Übergabe, Transport, Abnahme oder Installation der Lieferung aus nicht von der WO-OW AG zu vertretenden Gründen verzögert oder verunmöglicht werden. Dasselbe gilt, wenn einzelne Produkte fehlen oder mangelhaft sind.

4.8 If a customer has several outstanding invoices, WO-OW AG is entitled to credit payments against the oldest outstanding invoice(s) even if the customer instructs otherwise.

4.9 The customer acknowledges that any set-off of advance payments or payments for deliveries against any claims of the customer against WO-OW AG is excluded. Excluded are claims of the customer which WO-OW AG expressly acknowledges in writing for offsetting or which have been legally established by a court.

4.10 On late payments the customer has to pay a default interest of 8% p.a. even without prior reminder. In case of late payment by the CLIENT, WO-OW AG is entitled to have the debt collection handled by a third party at the expense of the CLIENT. Any objections to invoices must be made in writing within 14 calendar days of receipt of the invoice, otherwise invoices shall be deemed accepted.

4.11 WO-OW AG remains the owner of the entire delivery until full payment (including any additional costs and interest on arrears) has been made. The buyer may not dispose of the goods encumbered with the retention of title. In case of access of third parties, in particular bailiffs, to the goods subject to retention of title, the buyer must point out the ownership of WO-OW AG and notify it immediately.

5. notice of defects, warranty

5.1 The products shall be carefully inspected by the customer immediately upon receipt for completeness, correctness and possible defects. Consignments with any transport damage must be accepted with reservation and the responsible carrier must be notified immediately for the purpose of clarifying the facts and safeguarding all rights.

5.2 Any shortages, wrong deliveries and/or defects of the delivered products must be reported to WO-OW AG immediately in writing, at the latest, however, 5 calendar days after handing over of the products to the customer or his carrier at the factory of WO-OW AG, with a precise description of the discrepancies or defects found. After unused expiry of this period (the date of receipt of the notice of defects by WO-OW AG shall be decisive), the delivery shall be deemed to have been approved with regard to shortfalls, wrong deliveries as well as open defects.

5.3 For defects that cannot be detected even by careful inspection within the aforementioned period for inspection and notification of defects (clause 5.2) (so-called hidden defects), WO-OW AG grants a warranty on its products of 24 months from the date on which the delivery or partial delivery is ready for collection by the customer or its carrier at the factory of WO-OW AG and the customer has been notified of this date. The warranty refers to the assumed use of the products within the product specifications.

5.4 Any hidden defects must be reported to WO-OW AG in writing and in detail within the warranty period within 5 days after detection. Upon request, the customer shall make the defective product available to WO-OW AG. The warranty covers defects which are demonstrably due to faulty manufacture, defective material or non-compliance with the relevant or agreed technical regulations (see above point 2).

5.5 If the customer complains about products that turn out to be free of defects, the customer may be charged for the testing expenses of WO-OW AG.

6. planning and consulting by WO-OW AG

6.1 Insofar as WO-OW AG develops lighting concepts for the customer or advises him in this respect, these are services of courtesy for which WO-OW AG assumes no liability. Excluded from this is the compliance with concrete measurable specifications (e.g. illuminance), provided that WO-OW AG assumes a corresponding liability in writing in the individual case.

7. special obligations of the customer

7.1 The products may only be installed/dismantled and maintained by trained heavy current specialists (electricians). Attention: High voltage current means danger to life!

7.2 The customer is obliged to observe and comply with all general and relevant local regulations for the assembly/disassembly, operation and maintenance of the products. In addition, the customer is obliged to observe and comply with the product-related assembly, operating and maintenance instructions of WO-OW AG.

7.3 If the customer delivers WO-OW AG products to third parties or has them installed by third parties, the customer shall oblige these third parties in writing to comply with the provisions pursuant to the preceding Sections 8.1 and 8.2 and to ensure that the assembly, operation and maintenance instructions are made available to the third parties in a language that they understand. Furthermore, these third parties shall be obligated in writing to transfer the obligation pursuant to this Clause 8.3 to any further customers.

7.4 If personal injury, property damage or financial loss is caused by acts and/or omissions of the customer or one of its auxiliary persons or its customers or subcontractors, etc., and a claim is made against WO-OW AG for this reason, the latter shall have a right of recourse against the customer. The customer shall indemnify WO-OW AG in full upon first request and shall also reimburse WO-OW AG for the costs incurred in defending against the claim.

8. intellectual property

8.1 The intellectual property of all products (including know-how) belongs exclusively to WO-OW AG or its suppliers, who alone are entitled to register any industrial property rights (patents, designs, topographies, etc.). All copyrights to software or firmware, cost estimates, technical drawings, the design of the products, to assembly, operating and maintenance instructions as well as to other documents shall belong without restriction to WO-OW AG or its suppliers.

8.2 Unless expressly agreed otherwise in writing, this provision shall also apply if WO-OW AG makes customer-specific adjustments, proposals, project sketches or developments. Such documents and records of WO-OW AG may not be reproduced or made accessible to third parties, neither in whole nor in part, without its express consent.

8.3 Insofar as the customer provides WO-OW AG with documents/data (drawings, plans, measurements, samples, etc.), the customer warrants that these documents/data are free of third party property rights and may be used and, if necessary, processed by WO-OW AG within the scope of the respective project.

9 Applicable law, place of performance, place of jurisdiction

9.1 All legal relationships between WO-OW AG and the customer are subject to Swiss substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

9.2 Place of performance for all services is the Swiss registered office of WO-OW AG.

9.3 For all disputes between the customer and WO-OW AG, the courts at the Swiss registered office of WO-OW AG shall have exclusive jurisdiction. However, WO-OW AG remains entitled to sue the customer at any other admissible place of jurisdiction.

Address

General terms and conditions WO-OW AG