Terms and conditions

1. General
1.1. These terms and conditions are in force and effect with the reception by Asyril
of the official purchase order from the Purchaser.
1.2. Any agreements and legally relevant declarations of the contract parties will
not be binding until they are concluded in writing. Declarations in text form
transmitted or stored by means of electronic media are treated as equal to the
written form.
1.3. The Purchaser is not authorized to transfer his legally binding right related to
the contract to third parties without the written consent of Asyril.
2. Offer – Order Confirmation
2.1. Offers sent to the Purchaser have a period of validity of one (1) month, unless
expressly otherwise specified.
2.2. The deliveries and services to be executed by Asyril are finally stated in the
Order Confirmation and in possible annexes.
3. Special and customized Products
3.1. Asyril reserves the right to make changes in the Products, not least in the
interest of the Purchaser, that will bring about improvements. Any price
increases or changes of delivery schedule shall be agreed between Asyril and
the Purchaser.
3.2. Any requests by the Purchaser for changes and/or additions to the design of
the Products subsequent to the signature of the contract shall be set forth in
writing. Asyril reserves the right to either accept or turn down the Purchaser’s
request upon checking out the feasibility of such changes and/or additions.
The costs and changes required in order to implement such changes shall be
borne solely by the purchaser. In any event, Asyril shall not feel obliged to
implement Purchaser’s requests until both parties have reached an
understanding in writing regarding the consequences and the impact the said
changes and/or additions will have on the delivery schedule and on the costs.
4. Risk sharing
4.1. The Purchaser shall bear all the risk of inefficiency or total or partial lack of
qualities of the Products whenever he directly or indirectly specified outside
suppliers, materials, accessories, elements or parts of any kind to be used
and/or integrated into the Products.
5. Price
5.1. The price of the Products set forth by Asyril in the Order Confirmation is
binding and except in the event of special covenants concerning the
applicable INCOTERMS 2020 clause, all prices shall be deemed FCA VillazSt-Pierre (Switzerland) or FCA from an Asyril subsidiary if applicable. Packing
and ancillary costs of any kind are not included. VAT (Value Added Tax) must
be added at the rate provided by law.
5.2. The Purchaser must defray the costs for packing, customs duties, fees and
taxes of any kind and charges of any kind owed in connection with the contract
and owed outside of the country of production.
5.3. Unless otherwise agreed and specified in the Order Confirmation, all costs
relating to letters of credit, bank guarantees, collection, presentation of
documents, stamps on letters of exchange and other similar charges shall be
borne by the Purchaser.
5.4. Handling fees might apply for small amount orders or special delivery
requests. Handling fees, if applicable, will be specified in the Order
Confirmation.
6. Payment terms
6.1. Unless otherwise agreed in writing, the price must be paid by the Purchaser
without any deduction, net 30 days, at the head office of Asyril, or at the
Asyril’s subsidiaries offices, in the currency that is legal tender thereat.
6.2. In the event of partial shipments, partial payments will be required consistent
with the portion of goods ready/available for shipment.
6.3. If the Purchaser does not observe the agreed payment deadlines, he must
pay a rate of interest of 5%, as from the agreed due date, without reminder.
The right for further indemnification claims will be reserved.
6.4. The Purchaser shall be bound to full payment of the amount relating to the
changes and/or additions referred to in Art. 3.2.
7. Retention of Title of Ownership
7.1. Asyril shall keep ownership of the Products until full payment of all collectable
claims deriving from the Contract entered into with the Purchaser. The
Purchaser undertakes to issue upon request a document evidencing the right
to retention of the title of ownership and to hand it to Asyril. In the event of
failure to pay the agreed price or part thereof, Asyril shall be entitled to
demand the restitution of the Products already in the Purchaser’s possession.

7.2. During the duration of the retention of title of ownership, the purchaser will
maintain the delivered goods in good order at his own expense and will insure
them against theft, defects, fire, water and other risks on behalf of Asyril.
Moreover, he will take all measures to protect Asyril’s right of ownership from
any impairment or cancellation.
8. Passage of risks
8.1. The passage of Products risks shall be determined by the Parties in the Order
Confirmation. In the absence of a written understanding and unless there is a
specific agreement regarding the applicable INCOTERMS 2020 clause, the
risks of natural and/or accidental deterioration and of damage caused to or by
the Products shall devolve upon the Purchaser at the time when Asyril advises
that the Products are held available for the Purchaser (FCA Villaz-St-Pierre
(Switzerland) or FCA from an Asyril subsidiary if applicable – INCOTERMS
2020). The same applies for partial deliveries and when deliveries are delayed
at the request of the Purchaser or for other reasons not attributable to Asyril.
8.2. Loss or deterioration of the Products that may have occurred subsequent to
the passage of risks to the Purchaser shall not relieve the later from the
payment of the purchase price.
8.3. As the risks devolve upon the Purchaser, the later becomes the custodian of
the Products. The Purchaser shall then be liable for any damages that may
arise from or be caused by the Products to himself or to others.
9. Delivery Terms
9.1. The delivery schedule shall be set forth by the parties in the Order
Confirmation. In the absence of a written understanding and unless there is a
specific agreement regarding the applicable INCOTERMS 2020 clause, the
delivery deadline shall be deemed met at the time when Asyril advises that
the Products are held available to the Purchaser (FCA Villaz-St-Pierre
(Switzerland) or FCA from an Asyril subsidiary if applicable – INCOTERMS
2020).
9.2. Compliance with the delivery schedule presupposes that all the commercial,
administrative and technical aspects have been defined and agreed by and
between the parties and that the Purchaser has complied with the obligations
he is bound to, among them the production of the required administrative,
commercial and technical documentation, permits and the payment of
whatever is owed or the issuance of a payment guarantee consistent with the
contractual provisions.
9.3. Asyril is bound to respect the delivery term only on the condition that the
Purchaser has met all his obligations in all ongoing contracts with Asyril. If the
Purchaser is late in meeting his obligations, the term of delivery will be
prolonged accordingly.
9.4. If shipment or production suffers a delay attributable to the Purchaser or if the
Purchaser fails to pick up the Products within no later than 15 days from the
date of the notice given pursuant Art. 9.1., the Purchaser will be charged for
the costs of warehousing.
9.5. The term of delivery will extend accordingly if adverse circumstances occur
which cannot be avoided by Asyril despite reasonable care, irrespective of
whether such circumstances occur on the part of himself, of the Purchaser or
of a third party, e.g. such circumstances may be epidemics, pandemics,
mobilization, war, riots, substantial equipment failures, accidents, labor
conflicts, delayed or defective delivery of the needed raw materials, semifinished or finished products, official measures or omissions, Acts of Gods,
and the prohibition of export, re-export, import, re-import or transit or an
embargo imposed by political authority.
9.6. In case the destination of the Products is outside Switzerland, the Purchaser
shall inform Asyril of any kind of regulations and standards applicable in this
country. If the Purchaser fails to inform Asyril, he shall bear the costs of any
work required to adjust to the requested regulations/standards.
10. Delivery Acceptance
10.1. The Purchaser is obliged to inspect the deliveries and services within 10 days
after their receipt and inform Asyril immediately in writing about any defects.
If he fails to do so, the deliveries and services are regarded as accepted.
11. Warranty
11.1. The warranty covers twelve (12) months and shall run from the date the
Products are shipped from Asyril’s premises (FCA-INCOTERMS 2020),
unless expressly otherwise specified.
11.2. For the Asycube’s range (accessories not included), the warranty period can
be extended to thirty-six (36) months in total, free of charge, provided that the
Product(s) is (are) pre-registered on Asyril’s website where specific conditions
are mentioned. Acceptance of the warranty extension is at the sole discretion
of Asyril

11.3. For supplies and services from third parties, inclusive of any mandated by the
Purchaser, Asyril shall be liable only within the limits, timeframes and
consistent with the warranty terms of the third parties suppliers or subcontractors.
11.4. For parts replaced or repaired, the warranty shall run for six (6) months from
the replacement or the completion of the repair, unless the original warranty
covers a longer residual period.
11.5. Parts suffering wear and tear shall form an exception and are not guaranteed
unless otherwise specified in the Order Confirmation.
11.6. Barring any additional claims, until the end of the warranty period and if the
claim turns to be justified, Asyril undertakes to repair or replace at its own
discretion, the supplied components found to be defective or unusable
because of demonstrable defects in materials, in construction or in
performance. The Purchaser must allow Asyril the time needed to do all the
work it deems appropriate and aimed at eliminating the defects, failing which
Asyril shall not be liable for the resulting consequences. In urgent cases that
present a safety risk and in order to prevent very serious damages, the
Purchaser may himself eliminate the defects upon prior notice to and written
consent of Asyril.
11.7. Any works required under the warranty obligations shall in principle be carried
out at Asyril’s premises, after the Purchaser has returned to the head office of
Asyril, or to the Asyril’s subsidiaries offices, at the Purchaser’s expense, the
defective Products or parts. The Products shall be returned, whenever
possible, in the original package or if not possible in an equivalent package
that guaranties a good protection of the Products. The warranty does not
cover travel, accommodation and subsistence expenses in case the repairs
cannot be carried out at Asyril’s premises. Repairs or replacements made
under the terms of the warranty shall not extend the warranty period of the
Product.
11.8. The warranty will expire ahead of schedule if the Purchaser or a third party
makes an incorrect use of the Products and/or in the case of improper
modifications or repairs or if the Purchaser does not immediately take all
measures suitable to minimize the damages.
11.9. In the event of loss of or damage to data and/or data storage media, warranty
does not extend to expenditure relating to the restoration of lost data.
12. Exclusion of further liabilities
12.1 Any kinds of infringements of the contract and their legal consequences as
well as any claims of the Purchaser are finally stipulated in these conditions,
irrespective of the legal basis for such claims. Especially any claims for
indemnification, price reduction, cancellation of the contract or withdrawal
from the contract are excluded. The Purchaser is under no circumstances
entitled to claim for compensation for damages which did not occur on the
delivery item itself, especially for loss of production, loss of use, loss of orders,
loss of profit and other direct or indirect damages.
13. Drawings, technical documentation & complementary softwares
13.1. All Asyril’s drawings, technical documentation, illustrations, indications of
weights and measurements shall be purely indicative unless specifically
defined as being an integral part of the contract.
13.2. ASYRIL may hand over plans and documents of the Purchaser to its
subcontractors confidentially and as a loan enable them to execute the work
assigned by Asyril for the fulfilment of the Purchaser’s order.

13.3. The Purchaser shall not transfer any data, photos, documents, files, drawings,
etc. to third parties which would enable them to copy parts, subassemblies,
modules or an entire Asyril product. If there could be such a risk, the
Purchaser will not allow any third parties to see the Product, to take pictures,
video, etc.
13.4. The Purchaser may use the complementary softwares, know-how and
documentation for the purpose for which they were made available to him, but
not disclose or make them available to others, nor copy or reproduce them.
Any software extension or alteration by the Purchaser requires Asyril’s prior
approval in writing.
14. Intellectual Property, Trademarks and Patents
14.1. Any results achieved during the course of design, development, and/or
maintenance of the Products, even when done with means, tools, drawings
and designs provided by the Purchaser, are and shall remain the sole property
of Asyril which shall have exclusive ownership of any paternity and property
rights.
14.2. The Purchaser is not entitled to use and/or cause others to use the
trademarks, patents, trade names or other distinctive marks of Asyril as part
of its corporate name or as part of the name of any product of the Purchaser.
The Purchaser undertakes not to deposit nor cause to be deposited in the
country where they have their registered offices or elsewhere any trademarks,
patents, trade names or other distinctive signs similar to or lending
themselves to be mistaken for those of Asyril. The Purchaser shall not remove
or alter the Products‘ copyright notices, trademarks and logos.
14.3. The design, information and technical documentation relating to the scope of
supply and delivered by Asyril shall remain Asyril’s sole property and cannot
be duplicated and/or copied, without the written consent of Asyril.
15. Products licenses
15.1. Products are covered by license agreements. Terms are specified in Products
documentation available within Products delivered. The use of Products for
other purposes or outside the license agreement scope is prohibited without
the previous written consent of Asyril.
16. Environmental and operational Safety
16.1. The Purchaser undertakes to follow the instructions for use and the safety
instructions supplied with the Product, and to train his own personnel
adequately so that the safe and ecological operation of the Product is
constantly guaranteed. Technical modifications on the product may be carried
out only upon the written consent of Asyril.
16.2. Any kinds of infringements of Art. 16.1 and their legal and financial claims
from purchaser or a third party are excluded.
17. Place of Jurisdiction and Applicable Law
17.1. For all the relations between Asyril and the Purchaser regarding the contract
as well as the performances, design, amendments and effects thereof, only
the Swiss Code of Obligations shall apply.
17.2. The sole place of jurisdiction is Fribourg/Switzerland.