1. GENERAL
The terms contained herein apply to all devices sold from AXSEM AG to Buyer. Any changes in or amendments to these terms shall only become effective after having been officially agreed to in writing by AXSEM AG

2. CONDITIONS OF DELIVERY
AXSEM AG reserves the right to effect part shipments. All prices are understood to be ex works (EXW - Incoterms 2000), with duty unpaid, packing included. Unless otherwise stated, the prices stated do not include customs duties or any sales, use, excise, or other similar taxes. Buyer shall pay, in addition to the prices stated, the amount of any present or future customs duties of any sales, use, excise or other similar tax applicable to the sale of goods or performance of services covered by the contract. AXSEM AG reserves the right to ship a quantity which is within +/- 5% of the total quantity ordered. Buyer shall be charged for the actual quantity delivered.

3. TERMS OF PAYMENT
Payment options: Prepayment, credit card (provided by WorldPay) or PayPal. Prepayment by banktransfer after receipt of proforma invoice. AXSEM AG reserves the right to refuse a payment option and to offer another instead.

4. TIME OF DELIVERY, CHANGE OF ORDER
The times of delivery indicated in the Special Conditions are not binding. There shall be no unilateral right of rescission for an acknowledged order. Any claims for damages caused by delayed delivery, short delivery, or nondelivery are excluded. Unforeseeable events incurred through no fault of AXSEM AG or extraordinary events at AXSEM AG or its subcontractors or other impediments impossible for AXSEM AG to foresee shall entitle AXSEM AG to defer the date of delivery for a period equal to the time lost by reason of such event or impediment. In any case buyer shall be obliged to purchase all products already finished or begun in consequence of the order placed. AXSEM AG may enforce subsequent charges or claims for damages caused by reduced purchase quantity.

5. RESERVATION OF PROPRIETARY RIGHTS. PATENT RIGHTS AND COPYRIGHTS
Until complete payment of all invoices the product shall remain the property of AXSEM AG Buyer shall hold AXSEM AG harmless against any expense or loss resulting from the infringement of patent rights or copyrights arising from compliance with Buyer's designs, specifications or instructions. AXSEM AG shall not be liable for any claims founded on an infringement of patent rights arising from a use of the product contrary to the terms of the contract.

6. TRADE ACCEPTANCE
The products delivered have to be taken over by Buyer even if they have insignificant defects. The acceptance test shall be carried out by Buyer within 30 days, as of date of delivery. Should the take-over be delayed by reason of circumstances outside AXSEM AG's responsibility, the written communication of readiness for dispatch by AXSEM AG to Buyer shall be considered the date of delivery. In default of any written communication of inability to take delivery by Buyer within the time for taking delivery, the products shall be deemed accepted. The criteria for acceptance of refusal shall be, in case of products specially developed for Buyer, the specifications of test conditions jointly agreed upon or, in case of standard products, the data sheets issued by AXSEM AG effective at the mount of placing of order.

7. WARRANTY
AXSEM AG warrants that the products will be free from defects in material and workmanship under normal use in conformity with the terms of the contract. AXSEM AG's obligations under this warranty, shall be discharged, at its option, by repairing, replacing, or giving credit for defective products. Buyer has to grant AXSEM AG a reasonable period for removing defects; if buyer refuses to grant such periods, AXSEM AG shall be released from warranty. The period of warranty is 12 months, as of the acceptance of the products (see clause Trade Acceptance). Buyer has to give AXSEM AG notice of defects, in writing and stating sufficient reasons, immediately but within 30 days as of delivery of products at the latest. Any defects that could not be detected within that period in spite of careful examination must be communicated to AXSEM AG, in writing and stating sufficient reasons, immediately after becoming known. In default of such immediate communication, any warranty shall be excluded. The warranty shall be ruled out if the products are handled, after their acceptance, in an improper manner or not in conformity with the instructions recommended by AXSEM AG Returns shall only be accepted after previous consent by AXSEM AG In case of warranty claim AXSEM AG shall defray the transportation cost. A case of warranty shall not prolong the initial periods of warranty of 12 months. In case of unjustified complaints, Buyer shall reimburse AXSEM AG for all expenses arising from such complaints. Any claims of buyer beyond obligations under this warranty are excluded. AXSEM AG refuses all claims based on consequential losses or damages caused by using the product.

8. REFUND POLICY
Buyer can cancel orders made through this shop without any charges as long as the products are not shipped yet. Otherwise see points 6 and 7. Under confirmed conditions as stated under point 6 or 7 buyer can apply for a refund. Distance selling regulations as stated in Swiss commerce law (OR).

9. LIFE SUPPORT APPLICATIONS
The products supplied to Buyer from AXSEM AG, shall not be used within any Life Support System without the specific written consent of AXSEM AG A Life Support System is a product or a system intended to support or sustain life, which, if it fails, can be reasonably expected to result in significant personal injury or death.

10. FORCE MAJEURE
AXSEM AG shall not be liable for any failure to deliver, or delay in the delivery of, any goods due to any cause beyond its control. In the event of any such delay, the date of delivery or performance hereunder shall be extended by a reasonable period of time. Neither party is in breach of his obligations under the present Contract if the performance of the duties has been delayed or prevented by force majeure. It is considered force majeure if fulfillment of the Contract be prevented or delayed by reason of circumstances which the parties could not have anticipated when entering into the Contract or which could not have been avoided by reasonable means.

11. DISPUTES
Disputes that may arise in connection with the Contract or is a result thereof shall be settled by private negotiations between the parties. If such agreement cannot be obtained within a reasonable time period the parties shall choose Dübendorf City Court as the legal venue.

12. GOVERNING LAW
The present Contract shall be governed by and construed in accordance with the laws of Switzerland.

13. OTHER MATTERS
The Buyer is aware that AXSEM AG and/or AXSEM AG's subcontractors is subjected to the Swiss and US Export Control Regulations whereby the delivery of several products to certain countries is banned. The Buyer are not to export, neither directly nor indirectly, any such products or documentation relating thereto without first having obtained all necessary approvals from the US Department of Commerce or from other US authorities together with all requires permits from the corresponding authorities of Switzerland. Buyer can pass on his rights and obligations arising under such delivery contracts only upon AXSEM AG's written consent. Should any clauses of these general terms of Component Sale be or become inoperative, the other clauses shall not be affected thereby.