GTC

General Terms and Conditions of Business and Delivery Corporate Clients

1. Scope

These General Terms and Conditions (GTCs) constitute an integral component of all agreements between Axon Lab AG and corporate clients. They take precedence over any purchasing terms and conditions of the client in all cases. Provisions differing from these GTCs may expressly only be agreed upon in written form. These GTCs are valid starting February 2024. Separate GTCs apply to transactions with individuals (end consumers).

2. Product modifications

Axon Lab AG reserves the right to make technical and formal design modifications to all products represented and described in sales documents. Statements in technical documentation are only binding insofar as they are expressly guaranteed.

3. Delivery period

Axon Lab AG endeavours to comply with the stated delivery periods; however, no legal warranty is assumed for delivery periods.

The delivery period only begins on the date of definitive clarification of all qualitative and technical details. Axon Lab AG will notify the client in writing of the beginning of the delivery period.

Raw materials shortages, interruptions of operations, and cases of force majeure (such as epidemics, war, mobilisation, civil war, terrorist acts, sabotage, riot, political unrest, embargoes, natural phenomena) release Axon Lab AG from the accepted delivery commitment for the duration of such hindrances, and the delivery period shall be extended accordingly without the purchaser being entitled to any claim for damages.

4. Inspection, acceptance

The client shall inspect the goods delivered by Axon Lab AG immediately upon receipt. Any defects shall be reported in writing immediately, but no later than 5 days. After passage of this period unused, the delivery shall be deemed free of defects and accepted. If defects that could not have been discovered even with careful acceptance become apparent later within the warranty period, the client shall immediately report these defects to Axon Lab AG in writing. Otherwise, the delivery shall also be deemed accepted with respect to these defects.

5. Modification, cancellation

If the provision of the services guaranteed by Axon Lab AG is rendered impossible or excessively hindered for unforeseen reasons, specifically by force majeure, strikes, etc., Axon Lab AG is entitled to dissolve the contractual relationship prematurely without the client having any claim for damages.

6. Returns of goods and materials

Returns of goods and materials require the written consent of Axon Lab AG and may only occur insofar as the material is in flawless condition and in the original packaging and is normally kept in stock by Axon Lab AG in its warehouse. The goods shall be returned in all cases freight prepaid and with a copy of the delivery note.

7. Prices

The offer prices in the catalogues and lists or in Axon Lab AG’s web shop are understood to be in Swiss francs (CHF), plus statutory value-added tax. The statements in Axon Lab AG’s written order confirmations are binding, with the exception of obvious miscalculations and incorrect statements of quantity. Packaging and shipping costs as well as express, storey deliveries, and dry ice packaging shall be charged separately to the client at cost. Unless expressly agreed upon otherwise, costs for the implementation of special requirements shall be charged in full to the client and shall be invoiced separately. Axon Lab AG expressly reserves the right to make price adjustments due to specific cost changes (e.g., material costs, currency fluctuations, increases in customs duties, etc.) without prior notice. The costs of official documents and certifications of all kinds shall be charged to the client.

8. Payment terms

The invoices will be delivered either by mail or, if separately agreed upon, electronically (E-invoice). All invoices are due net and payable within 20 days from the invoice date unless other payment terms were agreed upon. Unauthorized cash discounts will be charged subsequently. In case of default of payment, statutory interest on arrears will be charged. The client is not authorised to offset claims of Axon Lab AG against any counterclaims.

Axon Lab AG uses eBill (PostFinance) and email for processing E-invoices. If the client stipulates or uses a different payment portal, the client will be charged the related additional costs accruing to Axon Lab AG.

9. Reservation of title

The delivered goods shall remain the property of Axon Lab AG until payment has been made in full. Use and risk of the products transfer to the client upon conclusion of the agreement.

10. Warranty, guarantee and liability

Axon Lab AG assumes a warranty period of 12 months from the time of transfer of risks for delivered devices and systems, unless otherwise agreed upon in writing. The warranty period for reagents is determined according to their respective expiration dates. In case of a warranty claim, the rejected delivery will be repaired or replaced at Axon Lab AG’s option, free of charge. Costs of installation and dismantling as well as transport and travel expenses shall be charged to the client, unless otherwise agreed upon in writing. If the contractual payment terms are not performed, any and all warranties on the part of Axon Lab AG shall lapse. Furthermore, the warranty can be amended or completely excluded by written agreement.

Warranty claims do not entitle the client to withdraw from the agreement or to assert claims for damage, but rather solely to exercise the right to subsequent improvement. In case of a warranty claim, the defective part or the rejected delivery will be repaired or replaced at Axon Lab AG’s option, free of charge. The following are excluded from the warranty: Damage resulting from normal wear and tear, force majeure, power supply fluctuations, installation of the device in unsuitable spaces, subsequent repositioning or transport of the instrument, delayed reporting to Axon Lab AG, failure to follow maintenance and operating instructions, use of unsuitable operating resources, software and accessories not complying with Axon Lab AG’s specifications, as well as procedures performed on devices by the client or third parties without Axon Lab AG’s written consent. The operating instructions enclosed with the deliveries are subject to the standard provisions of the manufacturer. Such third-party documents do not establish any liability on the part of Axon Lab AG.

Any and all liability is excluded for damages that did not occur to the goods themselves delivered Axon Lab AG, such as remediation expenses, substitution expenses, transport expenses, lost output, loss of use, lost enjoyment, lost orders, lost profits, insurance premiums, costs for expert opinions, attorneys’ fees and litigation costs, as well as other direct or indirect damages. This shall also apply to claims by the client due to breach of ancillary contractual obligations (for example, explanation and instruction obligations) and the like. Any and all contractual and non-contractual liability for minor negligence of Axon Lab AG and any and all liability of agents is expressly excluded. All cases of damages, price reductions, rescission or withdrawal from the agreement are particularly excluded. All cases of breach of contract and their legal consequences, as well as all claims by clients regardless of their legal basis are hereby conclusively regulated. The legally binding liability in case of unlawful intent, gross negligence, and personal injury pursuant to the Swiss Product Liability Act remains reserved.

11. Import and export control

The client is notified that goods or delivery items (and any expertise included therein) may be subject to export or import control. Each party to the agreement is individually responsible for compliance with the relevant export and import regulations. The client is additionally notified that U.S. export control law is also applicable when goods or delivery items are involved that originate in whole or in part from the USA. This may even be the case when the agreement otherwise has no other connection to the USA.

12. Data privacy

Axon Lab AG is authorized to process the client’s personal data to maintain the business relationship and within the framework of contracts processing, and third parties (e.g., authorized partners or device manufacturers in Switzerland or abroad) may be brought in as agents to process the order and for technical support in providing contractual services. Axon Lab AG takes the necessary technical and organizational measures in this respect to maintain data security and patient secrecy. The privacy policy on Axon Lab AG’s website (www.axonlab.com/company/privacy-policy) applies.

13. Severance clause / ranking order

Should individual provisions of the General Terms and Conditions be or become invalid or ineffective, this shall not affect the validity of the other provisions and of the agreement. In such a case, the parties agree to replace the invalid or impracticable provision with a valid and practicable one that corresponds to the intent and purpose of this agreement. The same applies if it should turn out that this agreement contains a lacuna requiring regulation.

In case of contradictions, the written agreement shall take precedence over the General Terms and Conditions of Business and Agreement.

Oral collateral agreement must be agreed upon in writing to become valid. The parties may only waive this requirement of written form in writing.

Axon Lab AG expressly reserves the right to amend or supplement these GTCs.

14. Applicable law, place of jurisdiction

All legal relationships are subject to Swiss law. The courts of Baden (Switzerland) shall have jurisdiction and venue.

General Terms and Conditions of Business and Delivery for Private Individuals (End Consumers)

1. Scope

These General Terms and Conditions of Business and Delivery (GTCs) constitute an integral component of all agreements between Axon Lab AG and end consumers (private individuals) and are only applicable to these transactions in Switzerland and the Principality of Liechtenstein. Provisions differing from these GTCs may only be agreed upon in written form. These GTCs are valid starting February 2024.

2. Product modifications

3. Delivery period

Axon Lab AG endeavours to comply with the stated delivery periods; however, no legal warranty is assumed for delivery periods. Any missed deadlines do not entitle the client either to cancel the order or to assert claims for compensation. The delivery period only begins on the date of definitive clarification of all qualitative and technical details. Axon Lab AG will notify the client in writing of the beginning of the delivery period. Raw materials shortages, interruptions of operations, and cases of force majeure (such as epidemics, war, mobilisation, civil war, terrorist acts, sabotage, riot, political unrest, embargoes, natural phenomena) release Axon Lab AG from the accepted delivery commitment for the duration of such hindrances, and the delivery period shall be extended accordingly without the purchaser being entitled to any claim for damages.

4. Inspection, acceptance

The client shall inspect the goods delivered by Axon Lab AG immediately upon receipt. Any defects shall be reported in writing immediately, but no later than 5 days. After passage of this period unused, the delivery shall be deemed accepted free of defects. If defects that could not have been discovered even with careful acceptance become apparent later within the warranty period, the client shall immediately report these defects to Axon Lab AG in writing. Otherwise, the delivery shall also be deemed accepted with respect to these defects.

5. Modification, cancellation

Cancellation of orders is only possible with the written consent of Axon Lab AG. Costs accruing in case of a cancellation or price increases due to reductions in orders shall be paid by the client. The partial deliveries of a call order shall be called within the period agreed upon; otherwise, Axon Lab AG will independently initiate the corresponding deliveries and the invoicing. If the provision of the services guaranteed by Axon Lab AG are rendered impossible or excessively hindered for unforeseen reasons, specifically by force majeure, strikes, etc., Axon Lab AG is entitled to dissolve the contractual relationship prematurely without the client having any claim for damages.

6. Returns of goods and materials

7. Prices

The offer prices for end consumers (private individuals) in catalogues and lists or in Axon Lab AG’s web shop are understood to be in Swiss francs (CHF), plus statutory value-added tax. The statements in Axon Lab AG’s written order confirmations are binding, with the exception of obvious miscalculations and incorrect statements of quantity. Packaging and shipping costs as well as express, storey deliveries, and dry ice packaging shall be charged separately to the client at cost. Axon Lab AG expressly reserves the right to make price adjustments due to specific cost changes (e.g., material costs, currency fluctuations, increases in customs duties, etc.) without prior notice. The costs of official documents and certifications of all kinds shall be charged to the client.

8. Payment terms

9. Reservation of title

The delivered goods shall remain the property of Axon Lab AG until payment has been made in full. Use and risk of the products transfer to the client upon conclusion of the agreement.

10. Warranty, guarantee and liability

Axon Lab AG assumes a warranty period of 24 months from the time of transfer of risks for delivered devices and systems, unless otherwise agreed upon in writing. The warranty period for reagents is determined according to their respective expiration dates. In case of a warranty claim, the rejected delivery will be repaired or replaced at Axon Lab AG’s option, free of charge. Costs of installation and dismantling as well as transport and travel expenses shall be charged to the client, unless otherwise agreed upon in writing. If the contractual payment terms are not performed, any and all warranties on the part of Axon Lab AG shall lapse. Furthermore, the warranty can be amended or completely excluded by written agreement.

Any and all liability is excluded for damages that did not occur to the goods themselves delivered Axon Lab AG, such as remediation expenses, substitution expenses, transport expenses, lost output, loss of use, lost exploitation, lost enjoyment, lost orders, lost profits, insurance premiums, costs for expert opinions, attorneys’ fees and litigation costs, as well as other direct or indirect damages. This shall also apply to claims by the client due to breach of ancillary contractual obligations (for example, explanation and instruction obligations) and the like. Any and all contractual and non-contractual liability for minor negligence of Axon Lab AG and any and all liability of agents is expressly excluded. All cases of damages, price reductions, rescission or withdrawal from the agreement are particularly excluded. All cases of breach of contract and their legal consequences, as well as all claims by clients regardless of their legal basis are hereby conclusively regulated. The legally binding liability in case of unlawful intent, gross negligence, and personal injury pursuant to the Swiss Product Liability Act remains reserved.

11. Import and export control

12. Data privacy

13. Severance clause / ranking order

In case of contradictions, the written agreement shall take precedence over the General Terms and Conditions of Business and Agreement.

Oral collateral agreement must be agreed upon in writing to become valid. The parties may only waive this requirement of written form in writing.

Axon Lab AG expressly reserves the right to amend or supplement these GTCs.

14. Applicable law, place of jurisdiction

All legal relationships are subject to Swiss law. The courts of Baden (Switzerland) shall have jurisdiction and venue; the choice of jurisdiction and venue at the domicile of the end consumer remains reserved.

Baden-Dättwil, February 2024