General Terms of Contract and Delivery • Wyssen Seilbahnen AG

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Date 2014

General
1. These general terms of contract and delivery are a component of
  the purchase contract and shall apply correspondingly in the case
  of a contract for service. They have validity, unless contrary terms
  are listed in writing in the quotation or in the order confirmation.
  General terms and conditions or individual terms and conditions of
  the customer are only valid insofar as they have been expressly
  accepted in writing by the supplier.
2. The conclusion of the contract and its amendments require the
  written form for their validity; for further relevant explanations the
  facilitated written form is valid (incl. Fax and Email).
3. In case of disputes concerning interpretation of translations of these
  terms in other languages, the most recent German version shall be
  decisive.
Quotes and conclusion of contract
1. The contract is deemed to be completed when Wyssen Seilbahnen
  AG confirms an order in writing, or the customer confirms
  acceptance of a quotation by the supplier (order confirmation).
2. Quotations without a limited period of validity are binding for 10
  days after receipt.
Scope of delivery
1. The contract for services (the order confirmation) is decisive for the
  scope and performance of supply and service (delivery and
  performance together, hereinafter the Work). Material (at
  manufacturing costs) or services (at the respectively applicable
  tariffs of the supplier), which are not included therein, but are
  necessary due to an order change, are additionally calculated
  according to expenditure.
2. Changes with respect to the contract may be made by the supplier
  provided that these correspond to the development in technology or
  in-house development, and do not lead to any deterioration of the
  Work.
Technical documents
1. Technical documents such as plans, drawings, descriptions,
  diagrams and similar, as well as any weight indications, if they have
  not been expressly designated as binding, are only approximately
  authoritative; the supplier reserves the right to make necessary or
  useful changes.
2. Technical documents are to be handled confidentially by the
  customer. They remain the intellectual property of Wyssen
  Seilbahnen AG and may be neither copied nor reproduced nor in
  any way brought to the attention of third parties nor used for the
  fabrication of the equipment, spare parts or components thereof.
  They may only be used for the maintenance and operation of the
  Wyssen products.
Regulations in the country of destination
1. The customer must make the supplier aware, at the latest upon
  ordering, of the legal, administrative and other regulations and
  norms, which are related to the production of the Work, its operation
  and to requirements for sickness and accident prevention. The
  customer is responsible that the Work, its installation and the
  operation of the Work complies with all locally applicable statutory,
  regulatory and insurance law related requirements.
2. The customer is responsible for the necessary adaptations of the
  Work as a result of changes in laws and regulations in the country
  of destination or country of use.
Prices
1. The prices of the supplier are, insofar as nothing else is agreed,
  net, ex works, in Swiss francs, without packaging, transport,
  insurance, assembly, installation, commissioning and servicing or
  any sales taxes and value added taxes.
Payment terms
1. The payments are payable by the purchaser according to the
  agreed payment terms at the registered office of the supplier. For
  deliveries in countries other than Switzerland, the payments must
  be made either in advance or by an irrevocable and confirmed
  credit order, accepted by our Bank, UBS AG, Bern, Switzerland.
2. The payments are to be made by the purchaser without deduction
  of discount, expenses, taxes and charges of any kind.
3. In case of default of payment, the supplier reserves the right
  immediately to suspend scheduled deliveries and is entitled to
  charge a default interest of 5% p.a. after setting a deadline for
  payment of 10 days.
4. The dates of payment must also be observed if transport, delivery,
  assembly, commissioning or acceptance of the deliveries or
  services have been delayed or made impossible for reasons for
  which the supplier is not responsible, or if unimportant parts are
  missing or refinishing proves necessary, through which however the
  use of the work is not made impossible.
Reservation of proprietary rights
1. The supplier reserves the right of ownership of the Work and the
  entry in the retention of ownership register until its full payment. The
  purchaser is obliged to take the necessary measures for the
  protection of the supplier’s property.
2. The customer will maintain the delivered goods at his own expense
  for the duration of the retention of title. Furthermore he will take all
  measures, in order that the supplier’s claim of ownership is neither
  compromised nor nullified. The supplier has the right for the
  duration of the retention of title at the expense of the purchaser to
  insure the deliveries against theft, breakage, fire, water and other
  risks.
Delivery time
1. The delivery period begins as soon as the contract is concluded, all
  official formalities such as import, export, transit and payment
  permits are obtained, the payments arising from the order and any
  collateral are paid, if necessary the corresponding credit order
  pursuant to section 7.1 is opened and all technical matters have
  been settled. The delivery period is deemed met if the readiness for
  dispatch has been communicated to the customer before its expiry.
2. Compliance with the delivery period requires fulfillment of the
  contractual obligations by the customer.
3. The delivery time is reasonably extended:
  - if the information or permits that are required for the execution of
    the Work, are not submitted to the supplier in good time, or if these
    are subsequently changed by the customer;
  - in the case of default by the customer (debtor and/or creditor
    default), especially if payment deadlines are not respected, credit
    orders are opened too late or required import licenses do not arrive
    with the supplier in good time;
  - if hindrances arise which the supplier despite application of due
    care cannot avert, regardless of whether these occur with the
    supplier, the customer or a third party. Such obstacles are events of
    force majeure, for example epidemics, mobilization, war, civil
    commotion, serious operational breakdown, accidents, employment
    conflicts, late or faulty supply of the necessary raw materials,
    unfinished goods or finished products, proved rejection of important
    pieces of the work, official measures or omissions, natural events.
  - If the customer or third parties are behind schedule with the work to
    be done by them or in default with the fulfilment of their contractual
    obligations in the default, in particular if the customer does not
    comply with the payment terms.
4. The customer is not entitled to damages or withdrawal from the
  contract due to late deliveries or services.
Delivery, transport, and insurance
1. The products are packed appropriately by the supplier. The
  packaging will be charged to the customer at cost. Additional
  requirements of the customer are respected in accordance with
  what is operationally possible and charged at cost price.
2. Special requests regarding shipping and insurance are to be
  announced to the supplier in good time. Transport takes place at
  the expense and risk of the customer. Complaints relating to
  transport are to be immediately raised by the customer upon receipt of the
  delivery or the freight documents with the last forwarding agent, with a
  copy to the supplier.
3. Insurance against damage of any kind falls to the customer.
Transfer of benefit and risk
1. Benefit and risk are transferred to the customer at the latest upon
  dispatch of the deliveries ex works. For direct deliveries of a
  subcontractor to the customer, this applies correspondingly ex
  works.
2. If the shipping is delayed at the request of the customer or for other
  reasons, for which the supplier is not responsible, the risk is
  transferred to the customer at the time originally intended for the
  dispatch ex works. From this point on, the work is stored and
  insured at the expense and risk of the customer.
Inspection and acceptance of the work
1. The customer must inspect the Work as soon as it is feasible, in any
  case within 10 days of receipt, and notify the supplier immediately
  in writing of any defects. If he fails to do this, the goods and
  services are considered accepted.
Warranty
1. The supplier undertakes upon written objection by the customer to
  repair or replace at his discretion as quickly as possible all parts of
  the Work, which are verifiably defective or unusable due to poor
  materials, faulty design or poor workmanship prior to expiry of the
  warranty period. Parts subject to regular wear and tear such as
  chains and ropes, and new and used goods, which were used by
  the supplier on commission of the customer are excluded from the
  warranty. Replaced parts shall become the property of the supplier
  and must be returned to Wyssen Seilbahnen AG. The supplier shall
  bear the costs incurred in the repair of its work. If the rectification of
  defects is not possible in the work of the supplier, the customer
  bears the costs of transport, personnel, travel and stay as well as
  costs for the installation and deinstallation of the defective parts.
2. If the guaranteed characteristics are not fulfilled or only partially
  fulfilled, the customer is entitled to rectification by the supplier. To
  do this, the customer has to grant the supplier the necessary time
  and opportunity.
3. Warranted characteristics are only those that have been designated
  as such expressly in the contract or in the order confirmation or in
  the specifications. Characteristics that depend on uninfluenceable
  external circumstances, such as e.g. environmental temperature,
  humidity, wind conditions, etc. are also not warranted. The warranty
  shall apply at the latest until the end of the warranty period. If an
  acceptance inspection has been agreed, the warranty is deemed
  fulfilled if proof of the relevant properties is provided on the
  occasion of this inspection.
4. The warranty period is 12 months. It begins with the transfer of
  benefit and risk. The warranty period ends if dispatch, acceptance,
  installation, installation supervision or the commissioning is delayed
  for reasons, for which the supplier is not responsible, and in any
  case after 12 months after transfer of benefit and risk or notification
  of readiness for dispatch.
5. For replaced or repaired parts the guarantee period starts anew,
  and lasts 6 months after replacement, completion of the repair, or
  upon acceptance, however at the latest not more than 24 months
  after the start of the warranty period for the principal delivery.
6. The guarantee expires prematurely if the customer or third parties
  without the written consent of the supplier make changes or repairs
  or use spare parts other than original spare parts or if the customer,
  in case of a defect, has not immediately taken all appropriate
  measures to mitigate the damage and give the supplier the
  opportunity to correct the defect.
7. For foreign shipments, the supplier assumes warranty within the
  framework of the warranty obligations of subcontractors.
Liability
1. The supplier warrants that the products delivered are free from
  manufacturing and material defects.
2. Excluded from the warranty and liability of the supplier are damage,
  which is not caused by poor materials, faulty construction, poor
  workmanship, e.g. due to natural wear and tear, defective
  maintenance, failure to observe the operating instructions,
  excessive stress,
  unsuitable operating resources, chemical or electrolytic influences,
  construction or installation work not carried out by the supplier, as
  well as due to other reasons for which the supplier is not
  responsible.
3. Constructions such as pylons are designed regarding wind loads
  subject to statutory requirements at the time of the passing of
  benefit and risk. For the design of systems in wind-exposed areas,
  the purchaser must make the supplier aware of increased risks, and
  disclose the corresponding maximum possible wind speeds. The
  same applies to areas with risk of ice.
4. The customer has no additional rights or claims beyond the right to
  rectification for defects of the material, design or workmanship as
  well as due to lack of warranted characteristics or inadequate
  advice or breach of any obligations, or due to operational failures.
  The supplier does not guarantees continuous availability and
  continuous operation of the work.
5. All claims of the customer against the supplier, except those
  mentioned in these conditions of sale and delivery, are, regardless
  of their legal basis, excluded. Particularly claims for damages,
  correction of defects and additional consequential damages
  (including production failure, or loss of revenue, usage and data
  loss, lost profit, etc.), reduction, cancellation or rescission of the
  contract are waived. The disclaimer refers to the supplier, its
  directors, associates and agents. In any case, the liability of the
  supplier is limited to a maximum of the sum insured by its business
  liability insurance.
6. The customer commits, for the entire duration of the operation of
  the Work to take out adequate liability insurance, in order to
  guarantee the cover of any third party damages; the supplier is
  entitled to request a copy of the respective current policy.
7. The customer waives, to the extent legally permitted (no intention,
  no gross negligence), all claims of every kind (except claims for
  fulfilment of the obligations arising from this contract) against the
  supplier under article 41 et seq. OR (Swiss Code of Obligations) or
  other liability bases or principles, even if damages should arise
  through actions or omissions of the supplier. In particular, liability for
  indirect damage is waived.
8. Should the supplier be prosecuted by a third party (in particular for
  tortious acts, OR article 41 et seq.) in connection with the contract
  and the operation of the Work, the customer is committed to
  support the supplier in the defense of such claims. If the supplier is
  held liable for the damage, or a part of the damage (final judgment
  or settlement agreement with prior consent of the customer), then
  the customer undertakes upon first request and without defenses or
  objections fully to indemnify the supplier for the entire damage,
  including court and lawyer’s fees of the supplier.
Termination by the supplier
1. If unforeseen events significantly change the economic meaning or
  the contents of the deliveries or services or significantly affect the
  work of the supplier, such as in the case of subsequent impossibility
  of execution, the contract will be adapted accordingly. Insofar as
  this is not economically feasible, the supplier is entitled to the
  dissolution of the contract or annulment of the concerned parts of
  the contract.
2. In the case of such a termination the supplier is entitled to
  remuneration for the already provided deliveries and services.
  Claims for damages of the customer due to such a termination are
  excluded.
Applicable law and place of jurisdiction
1. This contract is subject to Swiss law (to the exclusion of conflict of
  international laws IPRG – international private law act – and the
  Convention of the United Nations on Contracts for the International
  Sale of Goods of 11th April 1980).
2. Place of jurisdiction is Reichenbach, Canton of Berne,
  Switzerland.
  The supplier is however entitled to file claims against the customer
  at its registered office.