GTC

General Terms and Conditions of EVODROP AG (national)

§1 Scope of application

(1) These General Terms and Conditions (hereinafter "GTC") of EVODROP AG (hereinafter "EVODROP" or "we") apply to all transactions concerning the delivery to the customer by EVODROP, provided that the customer has its place of business in Switzerland.

(2) The scope of application of these GTC is limited to contracts with entrepreneurs, legal entities under public law or a special fund under public law. These GTC shall not apply to transactions with consumers.

(3) These GTC apply exclusively. The inclusion of conflicting, supplementary or deviating terms and conditions of the customer is hereby rejected. These shall also not apply if we carry out the delivery to the customer with knowledge of or without express objection to the customer's GTC.

(4) These GTC shall also apply to future transactions between EVODROP and the customer without the need for renewed inclusion.

§2 Rights to documents

(1) Offers, cost estimates and other documents shall remain our property and may only be made available to third parties with our prior written consent.

(2) All (copyright) rights to samples, devices, tools, drawings, cost estimates, drafts and plans produced by us, in particular patent rights, copyrights and inventor's rights, shall be exclusively vested in us. They may only be made accessible to third parties if we have given our express written consent.

(3) The provision of the aforementioned objects and documents does not constitute a transfer or granting of rights (license of use).

§3 Conclusion of contract

(1) Unless expressly stated otherwise, our offers are subject to change and non-binding.

(2) The contract shall only come into effect upon our written order confirmation or our provision of services. We are entitled to accept an offer submitted by the customer by written order confirmation within ten working days from receipt of the offer by us. If the contract is concluded through the provision of services, these must be provided within three weeks of receipt of the customer's offer by EVODROP. Otherwise a contract shall not be concluded.

§4 Contractual content

(1) The contractually owed service is determined by the agreement made, in particular the order confirmation.

(2) The agreement of a guarantee must be in writing to be effective. The statutory warranty claims of Switzerland shall remain unaffected by this.

The warranty conditions of the respective products are stated on the website and in all offers.

(3) Subsequent changes or adjustments to the performance owed by EVODROP shall not be permitted, provided they are customary in the trade or technically necessary and do not unreasonably burden the customer.

§5 Delivery time; delivery period; force majeure

(1) Unless otherwise agreed in individual cases, delivery periods are approximate. EVODROP shall announce the actual delivery date in writing with a reasonable lead time, usually two weeks. The actual delivery date shall be announced by EVODROP with a reasonable lead time.

(2) The start of a delivery period requires the clarification of all technical questions. The delivery period shall not commence before the customer has fulfilled his obligations to cooperate in this respect. The customer's duty to cooperate shall consist in particular of consultation with the installer who is to carry out the installation. If necessary, this also includes clarification with the landlord if structural measures are required or if the rental agreement so requires.

(3) An agreed delivery period shall not commence if the customer has agreed an advance performance obligation, such as the payment of a deposit, before the customer has fulfilled the advance performance obligations incumbent upon him.

(4) EVODROP shall be entitled to the defense of non-performance of the contract.

(5) An agreed delivery period is subject to complete and timely delivery by our contractual partners (reservation of self-supply).

(6) The delivery period shall be reasonably extended in the event of force majeure, in particular, but not exclusively, due to floods, natural disasters, shortage of raw materials, terrorist attacks, strikes. EVODROP shall immediately inform the customer about the existence of force majeure and the expected end of this circumstance. If the force majeure situation lasts for more than six weeks without interruption or if the delivery date is delayed by more than eight weeks in total due to force majeure, the customer shall be entitled to terminate the contract. In the event of force majeure, the assertion of further claims is excluded.

(7) We are prepared to make partial deliveries, provided this is not unreasonable for the customer.

§6 Transfer of risk

(1) The risk of accidental loss shall pass upon handover to the customer, its carrier or a third party designated by the customer ex works Ermatingen (Thurgau) (Incoterms 2010 ex works).

(2) If the customer does not accept the goods declared ready for delivery at the time of delivery (§ 5), the risk of accidental loss shall pass to the customer at the time of delivery.

§7 Default of acceptance; damage caused by delay

(1) If the customer does not accept the goods on time or is otherwise in default of acceptance, the customer shall owe EVODROP an amount of 0.5% of the order value or the value of the partial delivery per week or part thereof, but not more than a total of 5% of the order value or the value of the partial delivery as compensation. In individual orders, EVODROP AG reserves the right to include contractual penalties in the contract that are proportionate to the volume of the order.

(2) The customer shall be entitled to prove a lower damage, EVODROP shall be entitled to prove a higher damage.

§8 Prices; terms of payment; price adjustment

(1) All prices are net prices and are subject to the statutory value added tax applicable at the time of delivery.

(2) All other costs incurred, in particular for the processing of payment, transportation, import and export duties, fees, etc., shall be borne by the customer.

(3) Unless otherwise agreed in individual cases, all prices are 'ex works' (EXW Incoterms 2010), Brüttisellen (Zurich) Switzerland.

(4) The deduction of discounts requires a separate agreement in each individual case.

(5) Payments are due within (20) days of the transfer of risk.

(6) If more than fourteen weeks elapse between conclusion of the contract and transfer of risk and if we are not responsible for exceeding this period, we shall be entitled to increase the price in accordance with the additional production costs incurred by us, in particular due to increased raw material prices.

§9 Notice of defects

(1) The customer is obliged to inspect services rendered within ten (10) working days of the transfer of risk to ensure that they are free of defects and to report any defects discovered immediately within a maximum of three (3) working days.

(2) If a defect becomes apparent that was not recognizable during the inspection in accordance with Clause 1, this must be reported within (3) working days of its actual discovery.

(3) Any defects discovered must be notified to us in text form. The complaint must include a detailed description of the suspected causes and effects. Suitable documentation material, in particular photographs, must be made available to us on request.

(4) If the customer fails to comply with the above obligation to inspect and give notice of defects, the service shall be deemed approved and the customer shall not be entitled to any warranty claims. This shall not apply if we have fraudulently concealed the defect. The statutory warranty claims of Switzerland remain unaffected.

(5) The customer shall be obliged to bear the costs incurred by EVODROP in connection with the unjustified notification of defects.

(6) If EVODROP is obliged to provide documentation, the periods set out in clauses 1 and 2 shall not commence until the customer has received the documentation.

§10 Warranty

(1) EVODROP shall provide subsequent performance by rectification (repair) or subsequent delivery (delivery of a defect-free item). The choice of the type of subsequent performance shall be at EVODROP's discretion.

(2) EVODROP shall be entitled to effect subsequent performance within a reasonable period of 2 months.

(3) Warranty claims for defects caused by improper handling by the customer or disregard of the instructions for use are excluded.

(4) Warranty claims due to defects - with the exception of claims for damages - shall become time-barred within twelve months of the transfer of risk. This shall not apply to fraudulently concealed defects or defects that were not recognizable.

(5) Section 11 also applies to the assertion of claims for damages.

§11 Liability

(1) EVODROP shall be liable in accordance with the statutory provisions in the event of culpable breach of duty for all damages resulting from injury to life, body or health.

(2) EVODROP shall be liable in accordance with the statutory provisions in the event of a culpable breach of material contractual obligations. However, liability shall be limited to the foreseeable damage typical for the contract if EVODROP does not breach material contractual obligations intentionally or through gross negligence. Material contractual obligations are obligations that are absolutely necessary to achieve the purpose of the contract and on the fulfillment of which the customer may rely.

(3) EVODROP shall be liable for the intentional and grossly negligent breach of non-essential contractual obligations.

(4) EVODROP shall be liable in accordance with the provisions of the Swiss Product Liability Act.

(6) Liability is otherwise excluded.

§12 Offsetting; right of retention

(1) The customer may only offset undisputed or legally established claims. In principle, there is a prohibition on offsetting.

(2) Clause 1 shall apply accordingly to the exercise of a right of retention.

(3) Clauses 1 and 2 shall not apply if this would prevent the customer from asserting a claim that is closely synallagmatically linked to the claim asserted by EVODROP.

§13 Retention of title

(1) Goods delivered by us shall remain our property until full payment of all claims arising from the business relationship (reserved goods). This retention of title shall not lapse even if the goods are installed or combined with another item. The customer is entitled to dispose of the reserved goods in the ordinary course of business. In the case of current accounts, the reserved property shall serve as security for the balance claim arising in favor of EVODROP.

(2) The customer is obliged to insure the reserved goods adequately against fire, water and theft at his own expense.

(3) The processing or transformation of the Reserved Goods by the customer shall always be carried out for EVODROP. If goods subject to retention of title are processed with other items not belonging to EVODROP to form a new item, EVODROP shall acquire co-ownership of the new item. The co-ownership share shall be determined by the value of the goods subject to retention of title in proportion to the value of the other processed or transformed items at the time of processing or transformation.

(4) If the customer combines or mixes the goods subject to retention of title to form a single item and if one of the other items is to be regarded as the main item, EVODROP shall be entitled to pro rata ownership of the resulting item. The co-ownership share shall be determined by the value of the goods subject to retention of title in proportion to the value of the other combined or mixed items at the time of combination or mixing. The customer hereby assigns this co-ownership to EVODROP, whereby EVODROP hereby accepts the assignment.

(5) The customer hereby assigns to EVODROP as security any claims against third parties arising from the resale of the goods subject to retention of title, including all ancillary rights. EVODROP accepts this assignment. The customer undertakes to retain title to the goods vis-à-vis its customers until the purchase price has been paid in full. EVODROP shall be authorized to collect the resulting purchase price claims for EVODROP's account until revocation or until payment to EVODROP has ceased. The customer is not authorized to assign this claim. EVODROP shall only revoke the collection authorization if the customer is in default of payment or if an application for the opening of insolvency proceedings against the customer's assets is filed. In the event of revocation of the direct debit authorization, the customer shall provide EVODROP with the information necessary to collect the claim by submitting the relevant supply contracts with its customers, the invoices and an overview of the payments made by the customers to the customer.

(6) The customer shall immediately notify EVODROP in text form of any seizure by third parties of goods to which EVODROP has title, including but not limited to enforcement measures against the reserved goods and EVODROP's claims, and shall provide EVODROP with the information and documents required for a defense.

(7) If the realizable value of the security interests to which EVODROP is entitled exceeds all claims against the customer not yet paid to EVODROP by more than ten percent, EVODROP shall be obliged to release the security interests at the customer's request. EVODROP shall be entitled to select the security interests to be released.

§14 Place of jurisdiction; applicable law

(1) The exclusive place of jurisdiction shall be the competent court for the registered office of EVODROP in Zurich, Switzerland.

(2) EVODROP shall also be entitled to sue the plaintiff at the plaintiff's general place of jurisdiction.

(3) Swiss law shall apply.

§15 Written form

(1) All amendments and additions to these GTC as well as the waiver of their validity must be made in writing in accordance with § OR 11 para. 1 and OR 16 para. 1. This also applies with regard to a possible waiver of the written form requirement.

§16 Severability clause

(1) Should one or more provisions of these GTC or parts of a provision be invalid, this invalidity shall not affect the validity of the remaining provisions or the contract as a whole.

(2) The parties undertake to mutually agree on a valid provision to replace the invalid provision which comes closest to the invalid provision in economic terms.

Clauses 1 and 2 apply accordingly in the event of a loophole.

General Terms and Conditions of EVODROP AG (international)

§1 Scope of application

(1) These General Terms and Conditions (hereinafter "GTC") of EVODROP AG (hereinafter "EVODROP") apply to all transactions concerning the delivery and the provision of services to the customer by EVODROP in connection with the delivery, provided that the customer is not domiciled in Switzerland.

(2) The scope of application of these GTC is limited to contracts with entrepreneurs.

(4) These GTC shall also apply to future transactions between EVODROP and the customer.

§2 Rights to documents

(1) Offers, cost estimates and other documents shall remain our property and may only be made available to third parties with our prior written consent.

(2) All (copyright) rights to samples, devices, tools, drawings, cost estimates, drafts and plans produced by us, in particular patent rights, copyrights and inventor's rights, shall be vested exclusively in us. These documents and rights may only be made accessible to third parties if we have expressly given our written consent to this, whereby in this case only the written form is sufficient.

(3) The provision of the aforementioned objects and documents does not constitute a transfer or granting of rights (license of use).

§3 Secondary obligations of the customer

(1) The customer is obliged to inform us immediately of all binding legal regulations that apply at his registered office or the destination of the goods known to him, insofar as these binding legal regulations contradict the content of this contract or may impair the execution of this contract.

(2) The customer undertakes to provide us with comprehensive support if we have to take measures within the framework of the fulfillment of this contract in the country in which the customer has its registered office or the destination of the goods known to the customer.

§4 Conclusion of contract

(1) Our offers are always subject to change. This shall also apply if we send a provisional invoice (pro forma invoice) or comparable declarations at the request of the customer, in particular for the purpose of fulfilling official requirements.

(2) The contract shall only come into effect upon our written order confirmation. An advance payment of at least 50% of the order is required for large orders, intermediaries and the like. For individual orders in the B2C sector, 100% prepayment will be charged. Production and delivery shall only take place after fulfillment of these contractual conditions.

(3) Any offer submitted by the customer shall be irrevocable for a period of two weeks from receipt by EVODROP. This shall not apply if the customer has expressly reserved the right of revocation in writing.

§5 Contractual content

(1) The contractually owed performance shall be determined according to the agreement in accordance with the order confirmation, alternatively the usual intended use of goods of the same type. A special purpose of use intended by the customer shall only be decisive if this purpose of use was expressly notified to us in writing prior to conclusion of the contract, whereby the written form is required for this.

(2) The subject matter of the contract is in conformity with the contract if it complies with the legal requirements, in particular those of the state, public law or authorities, at our registered office. We shall only be responsible for compliance with the requirements at the customer's registered office, in the country of the destination of the goods known to the customer or in another third country if we have given an express written undertaking in this respect in the form provided and the customer fulfills his obligations to cooperate with regard to existing requirements, in particular in accordance with §3. In principle, it is the customer's responsibility to obtain any necessary permits.

(3) Technical specifications of our products such as weights and dimensions, descriptions of performance and properties as well as illustrations, drawings and other documents do not constitute guarantees of quality. Certain properties shall only be deemed guaranteed if a separate written agreement (quality guarantee) has been made. The written form of the guarantee declaration is decisive.

(4) Any documentation shall be provided in German. The agreement of an obligation of EVODROP to provide any documentation in another language must be made in writing.

(5) Subsequent changes or adjustments to the performance owed by EVODROP are permitted, provided they are customary in the trade or technically necessary and do not unreasonably burden the customer.

§6 Delivery period; force majeure; partial delivery; non-compliance with the delivery period

(1) Unless otherwise agreed in individual cases, delivery periods are approximate. EVODROP shall announce the actual delivery date in writing with a reasonable lead time, usually two weeks. The actual delivery date to be announced may not be more than two weeks after the previously communicated approximate delivery date, subject to the following clauses 2, 3, 5 and 6.

(2) The start of a delivery period requires the clarification of all technical questions. The delivery period shall not begin to run before the customer has fulfilled his obligations to cooperate in this respect.

(3) An agreed delivery period shall not commence if the customer has agreed an advance performance obligation, such as the payment of a down payment or proof of a financing commitment, before the customer has fulfilled the advance performance obligations incumbent upon him.

(4) EVODROP shall be entitled to the defense of non-performance of the contract.

(5) An agreed delivery period is subject to complete and timely delivery by our contractual partners (reservation of self-supply).

(7) We are prepared to make partial deliveries, provided this is not unreasonable for the customer.

(8) Claims for damages due to non-compliance with the delivery period shall be governed by § 12.

§7 Transfer of risk

(1) The risk of accidental loss shall pass upon handover to the customer's carrier (FCA Brüttisellen, Switzerland - Incoterms 2010).

(2) If the customer does not accept the goods declared ready for delivery at the time of delivery (§ 6 para. 1 sentence 2), the risk of accidental loss shall pass to the customer at the time of delivery.

§8 Default of acceptance; damage caused by delay

(1) If the customer does not accept the goods on time (§ 7) or is otherwise in default of acceptance, the customer shall owe EVODROP an amount of 0.5% of the order value or the value of the partial delivery per week or part thereof, but not more than a total of 5% of the order value or the value of the partial delivery as damages.

(2) The customer shall be entitled to prove a lower damage, EVODROP shall be entitled to prove a higher damage.

§9 Prices; terms of payment

(1) All prices are net prices and are subject to the statutory value added tax applicable at the time of delivery.

(2) Unless otherwise agreed, payments shall be made in EUR (alternatively in CHF or USD if so agreed). If the agreement of payment in EUR (alternatively CHF/USD) is not permitted, payment shall be made in the currency applicable at the customer's registered office. In this case, payment must be made in the amount corresponding to the invoice value in EUR at the time the (partial) payment is due. If payment in both of the aforementioned currencies is impossible, payment must be made in a third currency. Sentence 3 and clause 6 sentence 2 shall apply accordingly.

(3) All other costs incurred, in particular for the processing of payment, transportation, import and export duties, fees, etc., shall be borne by the customer.

(4) Unless otherwise agreed in individual cases, all prices are Free Carrier (FCA Incoterms 2010), Ermatingen, Switzerland.

(5) The deduction of discounts requires a separate agreement in each individual case.

(6) Payments shall be made at EVODROP's registered office in Brüttisellen, Switzerland. The costs and risk of payment shall be borne by the buyer.

(7) Unless otherwise agreed in writing (Art. 13 CISG), payments are due within ten (10) days of the transfer of risk.

(8) If more than fourteen weeks elapse between conclusion of the contract and transfer of risk and if we are not responsible for exceeding this period, we shall be entitled to increase the price in accordance with the additional production costs incurred by us, in particular due to increased raw material prices.

§10 Notice of defects; exclusion of warranty rights

(1) The customer is obliged to inspect the delivered goods for defects immediately, but at the latest within ten (10) working days from the transfer of risk, and to report any defects discovered immediately within a maximum of three (3) working days. This shall not apply if the actual transfer of risk takes place before the agreed delivery date (delivery date pursuant to § 6 para. 1 sentence 2). In this case, the inspection period shall commence on the agreed delivery date (time of delivery in accordance with § 6 clause 1 sentence 2).

(2) Furthermore, the customer shall be obliged to notify us of any defects that could not be detected during the inspection (Clause 1, sentence 1) within three (3) working days of their actual discovery.

(3) The complaint must be made in writing. The complaint must include a detailed description of the suspected causes and effects. Suitable documentation material, in particular photographs, must be made available to us on request.

(4) If the customer fails to comply with the above obligation to inspect and give notice of defects, the performance shall be deemed approved and the customer shall not be entitled to warranty claims or claims for damages. This shall not apply if we have fraudulently concealed the defect or if the exclusion would be incompatible with the provisions of a guarantee (§ 5. No. 3).

(5) The customer shall be obliged to bear the costs incurred by EVODROP in connection with the unjustified notification of defects.

(6) If EVODROP is obliged to provide documentation, the periods set out in clauses 1 and 2 shall not commence until the customer has received the documentation.

(7) If a period of two years has elapsed between the actual handover and the notification of a defect, the customer can no longer assert any warranty rights.

§11 Rights of the buyer in the event of breaches of duty by the seller
(= warranty claims); limitation of claims; relationship to damages

(1) In the event of poor performance by EVODROP, i.e. if the actual performance falls short of the contractually owed performance (defectiveness), the customer's claims shall be governed by the following provisions.

(2) Initially, the customer shall only be entitled to demand that EVODROP remedy the defective performance (rectification of defects) within a reasonable period of time. EVODROP shall be entitled to choose the type of remedy of the defect, essentially repair or replacement, by which EVODROP will remedy the defective performance. For the purpose of remedying the defect, the customer shall grant EVODROP or third parties commissioned by EVODROP access to the goods and support any necessary and required measures. EVODROP shall bear the costs of remedying the defect, with the exception of any additional costs associated with the onward transportation of the goods to a place other than the original destination.

(3) If EVODROP fails to remedy the defect within a reasonable period of time or if the type of remedy chosen by EVODROP does not result in freedom from defects, the customer shall be entitled to reduce the purchase price.

(4) The customer shall only be entitled to cancel the contract if

a) the defect constitutes a material breach of contract, and

b) the rectification of this defect was not carried out within the reasonable period or did not result in freedom from defects. Lit. b. shall not apply if the defect constitutes a material breach of contract and the elimination of the defect is unreasonable for the customer due to the circumstances of the individual case or will obviously remain unsuccessful.

(5) The customer shall also be entitled to rescind the contract if EVODROP fails to perform in the event of non-compliance with the delivery deadline despite setting a further reasonable deadline, which as a rule may not be less than two (2) weeks. With regard to this further deadline, § 6. clause 6 sentence 1 shall apply accordingly.

(6) The customer shall be obliged to assert the claims under clauses 2 - 5 within a reasonable period of time. The customer shall request EVODROP in writing to perform the actions.

(7) If the non-performance or defective performance relates to only a part of the delivery, the claims under Clauses 2 and 3 shall only apply with regard to the part affected by the non-performance or defective performance. In such a case, the entire contract (clauses 4 and 5) may only be rescinded if the incomplete delivery or only partial delivery in accordance with the contract constitutes a material breach of contract in itself.

(8) Warranty claims - with the exception of claims for damages - shall become time-barred within twelve months of the transfer of risk. This shall not apply to fraudulently concealed defects or defects that were not recognizable (§ 10 No. 3).

(9) The customer may only demand rescission of the contract or replacement delivery if he can return the previously received service essentially in the same condition as he received it.

(10) The aforementioned claims for poor performance due to improper handling by the customer or disregard of the instructions for use are excluded.

(11) Clause 4.b. and Clause 4 sentence 2 shall apply accordingly to the assertion of claims for damages due to defects in accordance with § 12.

§12 Liability

(1) EVODROP shall be liable in accordance with the statutory provisions in the event of culpable breach of duty for all damages resulting from injury to life, body or health.

(2) EVODROP shall be liable in accordance with the provisions of the applicable product liability law.

(3) In the event that a contractual guarantee is agreed (Section 5 (3)), EVODROP shall be liable in accordance with the guarantee declaration.

(4) EVODROP shall be liable for willful and grossly negligent breach of duty.

(5) In the event of a grossly negligent breach of duty, the liability pursuant to Section 4 shall be limited to three times the order value concerned. If the triple of the order value concerned falls below the amount of EUR 25,000, EVODROP shall be liable up to an amount of EUR 25,000 in the event of a concrete damage.

(6) Liability for other negligent breaches of duty or damage for which we are not responsible is excluded.

§13 Offsetting; right of retention

(1) The customer may only offset undisputed or legally established claims.

(2) Clause 1 shall apply accordingly to the exercise of a right of retention.

§14 Retention of title

(1) The goods delivered by us shall remain our property until the respective delivery invoice has been paid in full (reserved goods).

(2) The customer is obliged to insure the reserved goods adequately against fire, water and theft at his own expense.

§15 Applicable law

(1) This contract and its conclusion are subject to the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG). In addition, the law of Switzerland shall apply.

(2) Clause 1 sentence 2 shall apply accordingly to non-contractual claims.

§16 Place of jurisdiction

The exclusive place of jurisdiction of EVODROP AG, Zurich, Switzerland, shall apply. Swiss law shall apply.

§17 Miscellaneous; written form

(1) All declarations must be made in the language of the contract in order to be effective.

(2) The customer may only transfer rights and obligations arising from this agreement in whole or in part to third parties with our prior written consent.

(3) Unless otherwise expressly stipulated in these GTC, the written form requirement shall be governed by Art. 13 CISG. This does not apply to all amendments and supplements to these GTC and the waiver of their validity, which require the written form. This also applies with regard to a possible waiver of the written form requirement.

(4) Should one or more provisions of these GTC or parts of a provision be invalid, this invalidity shall not affect the validity of the remaining provisions or the contract as a whole. The parties undertake to mutually agree on a valid provision to replace the invalid provision which comes closest to the invalid provision in economic terms. The same applies in the event of a loophole.

§17 Miscellaneous; written form

(1) All declarations must be made in the language of the contract in order to be effective.

(2) The customer may only transfer rights and obligations arising from this agreement in whole or in part to third parties with our prior written consent.

General Terms and Conditions for "Cembra Invoice with installment facility" of Cembra AG ("GTC") at the Merchant ("EVODROP AG")

These GTC are the general terms and conditions of Cembra AG ("Cembra") for the "Cembra Invoice with installment facility". By selecting and using the "Cembra Invoice with installment facility" at the merchant, you confirm that you agree to the validity of these GTC. The version of the GTC valid at the time of purchase shall apply. Valid from December 01, 2018

(1) What is the Cembra invoice with installment facility?

(1) In cooperation with the Merchant, Cembra enables the payment method Cembra Invoice with installment facility and this is available to consumers or end customers of the Merchant aged 18 and over who are resident or companies domiciled in Switzerland or Liechtenstein.

(2) If you choose the Cembra invoice with installment facility, you will pay for the relevant goods/services from the Merchant directly and exclusively to Cembra in a maximum of three installments within three months of placing the order in accordance with clause (3)2 below. The terms and conditions of the merchant from whom you purchased the goods/services shall apply to the purchase.

(2) Credit check & assignment of the purchase price claim

(1) Before and/or during the purchase transaction with the retailer, Intrum AG will carry out a credit check on you.

(2) If you choose the Cembra invoice with installment facility, the merchant assigns the purchase price claim to Cembra.

(3) In this case, Cembra shall assume the purchase price claim ("Claim") and the handling of the payment modalities. You enter into a direct contractual relationship with Cembra regarding the Claim and must pay the Claim directly to Cembra.

(4) As long as Cembra has an outstanding claim against you, Cembra must be informed immediately of any change of address.

(3) Payment deadlines and minimum amounts for partial payment

(1) The payment period for the full payment of the claim or the (1) installment is 20 days from the invoice date. The installment payment option is not available to companies.

(2) You are entitled to repay the outstanding balance of the claim in whole or in part prematurely at any time. However, the following minimum amounts of the total outstanding amount of the claim must be received by Cembra within the payment periods specified below:

Installment no. / minimum amount of total outstanding amount / payment deadline from invoice date

1 / 10% / 20 days

2 / 50% / 59 days

3 / Remaining amount / 90 days

(3) The installment payment option shall only be activated or become effective upon payment of a corresponding installment, i.e. the corresponding minimum amount must be paid for each installment (installment 1 to installment 3) in accordance with the table above. Upon expiry of the aforementioned payment period(s) without receipt of payment, the entire invoiced claim and/or each individual installment shall become due and payable and default shall automatically occur for the entire outstanding claim without reminder. For legal reasons, Cembra shall not grant any extensions of the payment deadlines.

(4) If you are in default of payment, Cembra may instruct a debt collection agency in Germany or abroad or assign the claim.

(4) Interest & fees

(1) Interest of 14.9% per annum (360 days) shall accrue on the outstanding balance of the claim from day 20 of the invoice date.

(2) In addition to the price of the goods, we charge you an administration fee of CHF 2.50 per invoice/installment. The administration fee for the first invoice/installment is paid by the merchant.

(3) You will be charged a fee of CHF 3.50 per paper mailing.

(4) In the event of payment arrears, we will first send a reminder by e-mail and later by post (no e-mail reminder if postal dispatch is activated). We charge reminder fees of up to CHF 30.00 for each individual reminder.

(5) If you do not inform us of a change of address immediately, we will charge you CHF 30.00 for address research.

(6) If the e-mail address is invalid, EVODROP may send the invoice/reminder by post and charge an additional fee of CHF 10.00.

(7) A processing fee of CHF 25.00 will be charged for refunds that are not related to a product defect or a product recall.

(5) Interest on arrears, collection processing fee

(2) Cembra shall have the right to transfer the invoice claim(s) or the right to receive payments to third parties in accordance with these provisions. The Collection Service Provider shall have a direct right of claim

(6) No entitlement to "Cembra monthly invoice"

(1) The Cembra Monthly Invoice is subject to the GTC of the Cembra Monthly Invoice (www.cembra.ch). There is no entitlement to transfer or change a Cembra invoice to the Cembra monthly invoice. The decision to do so shall be the sole responsibility of Cembra and shall not be substantiated.

(7) Customer inquiries

(1) The Merchant shall remain solely responsible for Customer inquiries regarding the purchased goods/services (in particular for inquiries regarding shipment and delivery time, returns, warranties, defects, complaints and revocations). Cembra shall only be responsible for inquiries in connection with payment processing or the Cembra invoice.

(8) Use of your data/involvement of third parties

(1) You authorize Cembra and its affiliated companies in Switzerland and abroad as well as third parties commissioned by Cembra in Switzerland and abroad to store, process and use your personal data, in particular for marketing purposes and for market research.

(9) Exclusion of offsetting

(1) Cembra shall not be entitled to any defense of set-off to which you may be entitled against the dealer.

(10) Exclusion of liability / Applicable law

(1) Any liability on the part of Cembra is excluded. These Cembra GTC shall be governed by the laws of Switzerland. The place of jurisdiction is Zug.

General Terms and Conditions (GTC) of Cembra AG - "Cembra Invoice"

These GTC are the general terms and conditions of Cembra AG ("Cembra") for the "Cembra Installment Payment". By selecting and using the "Cembra Installment Payment" at the Merchant, you confirm that you agree to the validity of these GTC. The version of the GTCs valid at the time of purchase shall apply.

Valid as of December 01, 2018

(1) What is the Cembra installment plan?

(1) In cooperation with the Merchant, Cembra enables the payment method Cembra Installment Payment and this is available to consumers or end customers of the Merchant aged 18 and over who are resident or companies based in Switzerland or Liechtenstein.

(2) If you choose Cembra installment payment as a payment method, you enter into a contract with Cembra and pay the selected goods/services directly and exclusively to Cembra, in accordance with clause (3)2 below. The terms and conditions of the merchant from whom you have purchased the goods/services shall apply to the purchase of goods/services as such.

(2) Credit check & assignment of the purchase price claim

(1) Before and/or during the purchase transaction with the retailer, Intrum AG will carry out a credit check on you.

(2) If you choose Cembra installment payment, the Merchant assigns the purchase price claim to Cembra.

(4) As long as Cembra has an outstanding claim against you, Cembra must be informed immediately of any change of address.

(3) Payment deadlines and installment amounts

(1) If you have chosen the Cembra installment payment, you pay the purchase price by installment in one of the options offered by the merchant in accordance with section (3)2, depending on your selection at the time of purchase.

(2) Number of installments and payment terms

Cembra will send you a corresponding payment request for each installment. The following installment amounts must be received by Cembra within the payment period specified below.

* Installment amount: Monthly installment amount due in relation to the purchase price

Selected installment payment / number of installments / within number of months / installment amount* / payment deadline from payment request date

3in3 / 3 / 3 / 1/3 / 25 days

4in24 / 4 / 12 / 1/4 / 25 days

12in12 / 12 / 12 / 1/12 / 25 days

24in24 / 24 / 24 / 1/24 / 25 days

36in36 / 36 / 36 / 1/36 / 25 days

(3) You are entitled to repay the total outstanding amount of the claim prematurely at any time.

Upon expiry of the aforementioned payment period(s) without receipt of payment, the entire outstanding claim shall become due and payable and default shall automatically occur for the entire outstanding claim without reminder. For legal reasons, Cembra shall not grant any extensions of the payment deadlines.

(4) If you are in default of payment, Cembra may instruct a debt collection agency in Germany or abroad or assign the claim.

(5) Not all of the above installment models are available at every dealer.

(4) Fees

(1) You will be charged a fee of CHF 3.50 per paper mailing.

(2) In the event of payment arrears, we will first send a reminder by e-mail and later by post (no e-mail reminder if postal dispatch is activated). We charge reminder fees of up to CHF 30.00 for each individual reminder.

(3) If you do not inform us of a change of address immediately, we will charge you CHF 30.00 for address research.

(4) If the e-mail address is invalid, Cembra may send the invoice/reminder by post and charge an additional fee of CHF 10.00.

(5) A processing fee of CHF 25.00 will be charged for refunds that are not related to a product defect or a product recall.

(5) Interest on arrears, collection and other fees and costs

(1) Default interest of 14.9% per annum (360 days) will be charged on the outstanding balance of the claim. Costs on transfer to collection service provider: Collection processing fee depending on the amount of the claim in CHF: 37 (up to 19); 58 (up to 59); 145 (up to 399); 225 (up to 999); 285 (up to 1,999); 385 (up to 2,999); 575 (up to 4,999); 685 (up to 6,999); 825 (up to 9,999); 1,375 (up to 19,999); 2,600 (up to 49,999); 6% of the claim (from 50,000). Byjuno has the right to transfer the invoice claim(s) or the right to receive payments to third parties in accordance with these provisions. The collection service provider has a direct right of claim.

(6) No entitlement to a "Cembra Account"

(1) The GTC "Cembra Account"(www.cembra.ch) shall apply to the Cembra Account. There is no entitlement to transfer or change a Cembra installment payment to the Cembra Account. The decision to do so shall be the sole responsibility of Cembra and shall not be substantiated.

(7) Customer inquiries

(1) The Merchant shall remain solely responsible and liable for Customer inquiries regarding the purchased goods/services (in particular for inquiries regarding shipment and delivery time, returns, warranties, defects, complaints and revocations). Cembra is solely responsible for inquiries in connection with payment processing or Cembra installment payments.

(8) Use of your data/involvement of third parties

(9) Exclusion of offsetting

(1) Cembra shall not be entitled to any defense of set-off to which you may be entitled against the dealer.

(10) Exclusion of liability / Applicable law

(1) Any liability on the part of Cembra is excluded. These By Cembra GTC shall be governed by the laws of Switzerland. The place of jurisdiction is Zug.