Rational UK Limited Conditions of Sales

1. Interpretation

* 1.1 In these Conditions

“BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

“GOODS” means the goods (including any instalment of the goods or any part for them) which the Seller is to supply in accordance with these Conditions.

“SELLER” means RATIONAL UK LIMITED (incorporated in England under 2576032)

“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

“CONTRACT” means the contract for the purchase and sale of the Goods.

“WRIITING” includes telex, cable, facsimile transmission and comparable means of communication.

* 1.2 Any reference in these conditions to any provision of a statue shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

* 1.3 The headings in these Conditions are convenience only and shall not affect there interpretation.

2. Basis of the Sale

* 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by Seller, subject in either case to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

* 2.2 No variation of these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

* 2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not son confirmed.

* 2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not confirmed.

* 2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders Specifications and Drawings

* 3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

* 3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

* 3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

* 3.4 If the Goods are to be manufactured or any process is to be applied to the goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be pad by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

* 3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Seller’s specification which do not materially affect their quality or performance.

* 3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and no terms that the Buyer shall indemnity the Seller in full against all loss (including loss o profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

* 3.7 The copyright in all drawings, drafts, plans and costing proposals used by the Seller in the manufacture of the Goods shall belong absolutely to the Seller.

4. Price of the Goods

* 4.1 The price of the Goods shall be the Seller’s quoted price. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Sellers without giving to the Buyer.

* 4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

* 4.3 If the price quoted by the Seller is increased by more than 7 % of the original price quoted then the Buyer shall have 10 days from the date of being notified of such price increase to give notice to the Seller in writing of its wish to withdraw from the Contract. If the buyer fails to give notice within this time limit then it is deemed to accept the increased prices.

* 4.4 Except as otherwise stated under the terms of any quotation of the Seller and unless otherwise agreed in Writing between the Buyer and the Seller, all prices given by the Seller include standard packaging and delivery of the Goods to the ground floor of the Buyer’s premises on the mainland of Great Britain.

* 4.5 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. Terms of Payment

* 5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled invoice the Buyer for the price at any time after the Seller as notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

* 5.2 The Buyer shall pay the price of the Goods (without any deduction) within 30 days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and title to the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

* 5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller

* 5.3.1 cancel the contract or suspend any further deliveries to the Buyer

* 5.3.2 notwithstanding 5.2 above, demand immediate payment of all invoices issued to the Buyer

* 5.3.3 appropriate any payment by the Buyer to such of the Goods for the Goods supplied under any other contact between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and

* 5.3.4 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank pic base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

* 5.4 If the Buyer fails to make any payments on the due date and the Seller has respossessed the Goods then the Buyer shall be liable to pay the Seller liquidated damages of an amount equal to 50 % of the price of the Goods representing the loss likely to be suffered by the seller in having to resell the Goods as second hand goods.

6. Delivery

* 6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

* 6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

* 6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these conditions or any claim by the Buyer in respect of any one or more installments not entitle the Buyer to treat the Contract as a whole as repudiated.

* 6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

* 6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may

* 6.5.1 store the Goods until actual delivery and charge the Buyer reasonable costs (including insurance) of storage; or

* 6.5.2 Sell the Goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property

* 7.1 Risk of damage or loss of the Goods shall pass to the Buyer

* 7.1.1 in case of the Goods to be collected by the Buyer or his agent form the Seller’s premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or

* 7.1.2 in the case of the Goods to be delivered either at the Seller’s premises or elsewhere at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods , the time when the Seller has tendered delivery of the Goods.

* 7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, title to the Goods shall remain with the Seller and shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and where the Buyer is dealing in the course of a business the price of all other Goods are to be sold by the Seller to the Buyer for which payment is then due.

* 7.3 Until such time as title to the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. The Buyer shall be entitled to resell or use the Goods in the ordinary course of its business. At the Seller’s request the Buyer will assign to the Seller any rights which it may have against any purchaser to which the Buyer has sold the Goods.

* 7.4 Until such time as title to the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time require the Buyer, do deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and respossess the Goods.

* 7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer of the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Warranties and Liability

* 8.1 Subject to the conditions set out below the Seller warrants that,

* 8.1.1 in the case of a sale to an enduser the goods will correspond with their specification at the time of delivery and will be free form defects in material and workmanship for a period of 1 year from the date of delivery, and

* 8.1.2 in the case of sale to distributor the Seller will replace any defective parts of the product provided that the receives of the product provided that he receives notice of the defect from the distributor within the period of 1 year of the date of delivery to the distributor.

* 8.2 The above warranty is given by the Seller subject to the following conditions

* 8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

* 8.2.2 the Seller shall be under no liability in respect of any defect arising form fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;

* 8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.

* 8.3 Subject as expressly provided in these Conditions, except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977, all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.

* 8.4 Any claim by the Buyer which is based on any defect in the quality of condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller on delivery or (where the defect or failure was not apparent on immediate inspection) within 6 days after discovery of the defect or failure provided that notice is given to the Seller within 12 months of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in

* 8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Good (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

* 8.6 If the Seller agrees to replace the Goods (or the part in question) and fails to do so within 4 weeks of being notified of the defect by the Buyer then the Buyer shall be entitled to serve a further notice on the Seller demanding replacement within 4 weeks from the date of this notice falling which the Buyer will be entitled to withdraw from the Contract and claim damages from the Seller.

* 8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by the reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise, costs, expenses or other claims for consequential compensation whatsoever and whether caused be the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

* 8.8 For the purpose of 8.4 above the following will not be considered to be defects or a failure to correspond with specification

* 8.8.1 minor variations in measurements;

* 8.8.2 variation in colour tone;

* 8.8.3 variation in the exterior surface.

* 8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods. If the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing; the following shall be regarded as causes beyond the Seller’s reasonable control

* 8.9.1 Act of God, explosion, flood, tempest, fire or accident;

* 8.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

* 8.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part or any governmental, parliamentary or local authority;

* 8.9.4 import or export regulations or embargoes;

* 8.9.5 strikes, lock-outs or other industrial actions or trade disputes (weather involving employees of the Seller or of a third party);

* 8.9.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

* 8.9.7 power failure or breakdown in machine

9. Indemnity

* 9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property right of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that

* 9.1.1 the Seller is given full control of any proceedings or negotiations in connections with such claim;

* 9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;

* 9.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);

* 9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

* 9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and

* 9.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expensive for which the Seller is liable to indemnify the buyer under this clause.

10. Insolvency of Buyer

* 10.1 This clause applies if

* 10.1.1 the Buyer makes any voluntary arrangements with its creditors or becomes subject to any administration order or (being an individual of firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

* 10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property of assets of the Buyer; or

* 10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

* 10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly

* 10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to he contrary.

11. General

* 11.1 The Seller is a member of the group of companies whose holding company is RATIONAL AG and accordingly the Seller may perform any of its obligations through any other members of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.

* 11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

* 11.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

* 11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of this provision in question shall not be affected thereby

* 11.5 These conditions shall be governed by and construed in accordance with the laws of England and the parties hereby irrevocably submit to the nonexclusive jurisdiction of the English Courts.

RATIONAL USA Limited Conditions of Sales

1. Prices

All prices are F.O.B. Seller's location, unless specified differently in the shipping terms appearing on the face of this form, and are subject to change without notice. Any costs of delivery to a carrier and other handling expenses will be added to the stated prices. Stated prices include domestic packaging only; separate charges for packing for export shipment will be added to the stated prices.

2. Taxes

In addition to the stated prices, Buyer will reimburse Seller for Retailer's Occupational Tax, Sales Tax, Use Tax or any other federal, state, local or foreign taxes, if any, which Seller must at any time either payer be required to collect in connection with the transaction.

3. Terms of Payment

All payments are 1 % ten (10) days, net thirty (30) days, not subject to any cash discount, unless modified pursuant to Section 5 below or as specified differently in the payment terms appearing on the face of this form, and shall be made in legal currency of the United States at Seller's address, as set forth on the face of this form. Any unpaid amount not received when due shall bear interest at the rate of one and one half percent (1.5%) per month beginning on the first day on which payment becomes past due. If Seller, in its sole determination, deems it necessary to institute legal action or collection agency action to enforce collection of any aforesaid amount past due and interest, Buyer agrees to pay all collection costs and attorney fees, if any.

4. Delivery

Seller will use reasonable efforts to adhere to the delivery schedule specified in buyer's order, except as otherwise stated on the face of this form. Notwithstanding the foregoing, however, Seller shall not be liable for any loss or damage caused by failure or delay in the fulfillment or performance of this Contract if hindered or prevented directly or indirectly, by causes beyond Seller's reasonable control, including but not limited 10: strikes, lockouts, or other labor disturbances; fire, flood, windstorm, or other acts of god; war riots, embargoes or other manufacture, assembly, service and transportation contingencies; inability to secure labor, materials, parts or reasonable substitutes therefore; orders, action or inaction of any governmental agency or authority, domestic or foreign, including but not limited to the United States Customs Bureau; or any other cause whatsoever beyond the reasonable control of Seller. In no event will Seller be liable for any special indirect, incidental or consequential damages.

5. Buyer's defaults

In the event Seller does not approve extension of credit to the Buyer or if at any time Seller, in its sole determination, should deem there are grounds for insecurity regarding the creditworthiness of the Buyer, the Seller may change terms of payments to C.O.D, partial or full advance payment, subject to U.C.C., Article 9 filing, or a combination of the foregoing, as Seller in its sale discretion may elect and specify. If Buyer fails to comply with the terms of payment or any other terms of this Contract, Seller reserves the right to cancel the unfilled portion of any order or contract, and Buyer shall remain liable for all unpaid accounts

6. Claims and returns

Any claims for errors, shortages, defective goods or allowances must be made in writing within ten (10) calendar days after Buyer's receipt of the goods and the packing slip must be returned with the written claim. Failure to comply with the foregoing shall be deemed acceptance of the goods. No return of the goods will be permitted unless specific authority and shipping instructions for returning goods have been obtained from Seller in writing. Buyer must make claims for damage in transit to the carrier at once.

7. Seller's warranties

Except for any express warranties specified in Seller's printed materials accompanying or describing product, Seller makes no warranties, express or implied, including but not limited to warranties of MERCHANTABILITY or FITNESS FOR PARTICULAR PURPOSE.

8. Indemnification

Buyer will indemnify, protect and hold Seller harmless against any and all claims of infringement of patent, designs, copyrights or trade names with respect to goods designed, manufactured or modified, wholly or partially, to Buyer's designs or specifications.

9. Cancellation

Orders accepted by Seller are not subject to cancellation except with Seller's written consent. No change or waiver of any condition shall be effective unless in writing, signed by one of Seller's officers.

10. Governing law

This Contract has been formed in the State of Illinois upon Seller's acceptance of Buyer's order, which acceptance is expressly conditioned upon the terms and conditions set forth on this form. The laws of the State of Illinois, including but not limited to the provisions of the Uniform Commercial Code as adopted in the State of Illinois, shall govern the rights and duties of Buyer and Seller.

11. Governing terms

The terms and conditions set forth on this form constitute the entire Contract between Buyer and Seller, and no change or waiver or any such terms shall be effective unless expressed in writing and signed by an authorized officer of Seller.

General Terms and Conditions of Business of RATIONAL International AG

I. Scope

1. These General Terms and Conditions shall apply without exception to all orders placed with us, including future orders, even if the order from the customer contains divergent terms and conditions. Such terms and conditions – regardless of when we receive them – are explicitly rejected.

2. Amendments and additions to these General Terms and Conditions of Business shall be made in writing.

II. Quotation/order confirmation

1. Our quotations are non-binding unless they are explicitly designated as being binding. Any documents such as catalogues, brochures, illustrations, etc. supplied with the quotation contain only approximate details and descriptions. Ownership and copyright of drawings, designs, models and other documents rest with us. Such documents must not be made available to third parties and must be returned to us immediately upon request.

2. Contracts shall be formed as a result of our written order confirmation, the contents of which shall prevail. Amendments and subsidiary agreements shall be in writing.

3. The right of technical modifications is reserved.

III. Delivery and transfer of risk

1. A binding delivery date shall be agreed only when it has been confirmed as such by us in writing. Binding delivery dates are subject to the precondition that the customer has notified us in full and correctly of all technical prerequisites, including all dimensions, etc. If it should transpire that this is not the case or if the performance of the order is amended by agreement, we shall not be responsible for resultant delays and the delivery date shall be amended as appropriate.

2. A binding delivery date shall be deemed to have been adhered to if the delivery is dispatched on this date to the customer or the specified delivery address. Adherence to any delivery date is subject to the timely performance of contractual obligations by the customer, including the timely receipt of agreed advance payments.

3. The delivery date shall be further adjusted as reasonable in the event of actions in the context of labour disputes, in particular strike and lockout, as well as the occurrence of other unforeseeable obstacles not of our volition, where such obstacles have a demonstrable and significant effect on the manufacture or delivery of the delivery item. This shall also apply if such circumstances arise in the case of our supplier.

4. In the event of a delivery delay for which we are responsible, the customer shall be able to withdraw from the contract only after fixing a reasonable final deadline of at least four weeks and explicitly giving notice of rejection of the contract. Claims for damages shall be excluded subject to the rules in section VI.

5. Part deliveries shall be allowed and shall be invoiced when they are made.

6. The risk shall always pass to the customer if the goods have left our premises.

7. We will not perform installation and commissioning work, which shall be included in the scope of delivery only if there is an explicit special written agreement.

IV. Retention of title

1. The goods delivered shall remain our property until payment in full of all claims relating to the business connection. We shall be entitled to register a retention of title to the goods delivered with the Swiss Registry of Retention of Title at the customer's domicile or with similar registers in other countries. The customer agrees to assist RATIONAL in any steps that need to be taken in order to complete such registration. Resale of the retention of title to third parties shall require our agreement. In the event of resale, the customer shall hereby cede its claims on us and shall undertake to provide us with all details required to recover such claims.

2. The customer shall be entitled to the processing and combination of the goods within the scope of his proper business operations. To secure the retention of title the customer herewith transfers joint ownership of the common item originating from processing or combination to us. The co-ownership share is determined on the basis of art. 726 and 727 of the Swiss Civil Code (CC).

3. The customer may not pledge secured goods, nor use them as security. The customer shall notify us immediately if the secured goods are seized by third parties. The customer shall be obliged to treat the secured goods with care, insure them against theft, damage, destruction and accidental loss (in particular fire and water), and to provide evidence of this on request.

4. Where the value of all our security rights exceeds the amount of all secured claims by at least 20%, we shall release the corresponding part of the secured rights. We shall also be entitled to enforce all our rights arising under the aforementioned retention of title, including the recovery of ceded claims, as soon as the customer is in default of payment.

V. Prices and payment

1. Our prices are ex works (plus applicable statutory value-added tax).

2. For orders, the performance of which exceeds a period of three months, we retain the right to adjust the confirmed prices.

3. Amendments made after our order confirmation at the request of the customer shall be invoiced separately.

4. The payment term for domestic buyers shall be 10 days from invoice date less 2% discount or 30 days net for the goods, or 10 days net for services. Discounts shall not be granted on new invoices if older invoices remain unpaid. The payment term for buyers outside Switzerland shall be 30 days net. These payment terms shall be applicable unless expressly otherwise agreed upon from case to case.

5. We reserve the right to call for immediate prepayment of the agreed selling price for first orders from new customers, as well as if the buyer is not sufficiently creditworthy, or we learn of this subsequently. If such a claim is not met by the buyer immediately, we can withdraw from the purchase contract without giving rise to any liability for damages.

6. Payment shall be made exclusively to us or to the bank account specified in our invoice. Payment instructions, cheques and in particular bills of exchange shall be accepted only by special agreement or on account of payment, not as performance of payment. Recovery costs, and bill of exchange and discount charges shall be borne by the buyer. Renegotiation and prolongations shall not be deemed to be performance. The buyer’s payment obligation shall not be affected by a request for reduction, by the arrears of other parts of the sales contract or by counterclaims. All withholding and set-off rights against our payment claim shall be excluded.

7. In the event of non-performance by the customer, we shall be entitled to demand flat-rate damages of 20% of the contractual consideration. Non-traders shall be free to provide evidence of lesser damage. The right to claim higher damages which have actually occurred shall be unaffected hereby.

VI. Warranty and damage

1. The customer shall be responsible for the accuracy and completeness of the specifications, dimensions and other details supplied to us for performance of the order. Errors in this respect on the part of the customer shall not justify deficiencies in our performance.

2. Obvious deficiencies in our performance and/or work shall be notified and specified in writing without undue delay following performance, and non-obvious deficiencies without undue delay they are identified. Verbal and/or later notifications of deficiencies cannot be taken account of by us and exclude any warranty claims.

3. Deficiencies shall not include minor deviations from the agreed quality, minor impairments to usability, normal wear-and-tear or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive demands, unsuitable equipment, defective construction work, an unsuitable site or as a result of external influences which are not assumed under the contract, and in the case of software errors which cannot be reproduced. If the customer or third parties undertake inappropriate modifications or maintenance work, claims for deficiencies shall be excluded in respect of these and of consequences arising therefrom.

4. We shall rectify justifiably asserted deficiencies in our performance free of charge by reworking or by making a replacement delivery, at our choice. The customer shall be responsible for providing evidence of the deficiency. We can refuse to rectify deficiencies if the cost of so doing is disproportionate. If the warranty to be performed by us is abortive within an additional period reasonably set by the customer, the customer can - without prejudice to any claim for damages under point 5 - demand a reasonable reduction in the consideration or withdraw from the contract.

5. Claims for damages by the customer, for whatever legal reason, in particular due to infringement of obligations under the contractual obligation and from impermissible actions, shall be excluded. This shall not apply in cases of intent or gross negligence, for a warranty entered into by us, for damage resulting from a culpable infringement of major contractual obligations or in other cases of legally binding liability. However, liability for infringement of major contractual obligations shall be limited to replacement of the typical, foreseeable damage, except in the case of intent or gross negligence.

6. Claims for material deficiencies shall expire by limitation in twelve months. This shall not apply if a longer period is laid down by law (building works and material for building works, deficiencies in building works). To the extent permitted by law, claims for material deficiencies of used goods shall expire by limitation in six months.

7. More extensive or other warranty or damages claims by the customer against us and our agents due to a material defect shall be excluded. Any further liability for indirect and consequential damages is - to the extent permitted by law - expressly excluded.

VII. Disposal

1. After discontinuation of use, and at the request of the customer, the unit shall be collected, as a chargeable service, by a specialist disposal contractor, and conveyed for environmentally friendly recycling. Disposal via end-of-life appliance containers at collection points shall be expressly prohibited. You may obtain the contact details of a specialist disposal contractor from your responsible RATIONAL service representative.

2. The customer shall place any commercial users to whom he transfers the goods supplied (third party) under a contractual obligation to dispose of said goods in a proper manner and in accordance with the pertinent statutory provisions, after discontinuation of use. In the event that the appliance is passed on to others, the customer shall impose upon third parties an obligation to transfer this contractual duty to his own buyers.

3. If the customer should omit to place a third party under an obligation to assume the duty of disposal or to pass this contractual obligation on to his own buyer, then after discontinuation of use, he shall, given his relationship to RATIONAL, take back the goods supplied, at his own expense, and dispose of them in accordance with the pertinent statutory provisions. If in such a case a third party should approach RATIONAL as the manufacturer, and request take-back of the unit, the customer shall, upon RATIONAL’s initial request, and at his own cost, assume responsibility for its proper disposal and environmentally friendly recycling. If he should be unable to do so, he shall notify RATIONAL of this fact upon the latter’s initial request and within one week. In this case, the customer shall bear all disposal costs incurred by RATIONAL.

VIII. Legal venue, place of performance

1. The exclusive legal venue for all legal disputes as well as the place of performance for all obligations arising from the contractual relationship shall be Heerbrugg (CH) unless provided otherwise by mandatory legal provisions. RATIONAL shall however at its sole discretion be entitled to take legal action at the customer's domicile.

IX. Concluding provisions

1. Swiss law shall apply for rulings relating to all legal relationships with the customer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

2. If part of the contract or of these General Terms and Conditions of Business becomes invalid or impracticable, the validity of the contract or of these General Terms and Conditions of Business shall not otherwise be affected.