RELEC SA General Terms and Conditions of Sales and Delivery

Version 1/ May 2020

This document is considered to be an integral part of any commercial transaction involving Relec SA (Relec SA is the company who is manufacturing PSI Audio products).

1. Scope of application

1.1. These General Terms and Conditions of Sale and Delivery (hereinafter “Conditions”) shall be deemed valid for all products supplied by RELEC S.A. (hereinafter “RELEC”) to its Purchasers.

1.2. Any general terms and conditions of the Purchaser are valid only if they have been specifically accepted in writing by RELEC.

1.3. All orders are accepted and performed on the basis of these Conditions. Differing agreements must be made in writing and apply only to the transaction for which they have been agreed.

2. Offer and Acceptance

2.1. Unless otherwise stated in written by RELEC, all offers, or invoices, or pro forma invoices are valid for sixty (60) days from the dates of such offers. RELEC shall not be bound to any contract of delivery, unless a written order confirmation or invoice has been issued by RELEC and paid by the purchaser. Pro forma invoices not paid within 60 days from date of issue will automatically cease to be valid.

3. Orders

3.1. Orders of the Purchaser shall be deemed valid upon receipt by RELEC of a written purchase order (hereinafter “Purchase Order”) dated by the Purchaser, and shall be subject to written acceptance by an invoice by RELEC (hereinafter “Order Confirmation”) or shall be deemed accepted when executed by RELEC.

3.2. A Purchase Order may be cancelled but only as long as it has not been confirmed by RELEC and with the written consent of RELEC.

4. Prices

4.1. The price indicated on the invoice shall, after payment by the purchaser, be considered to be the price agreed between RELEC and the Purchaser.

4.2. Product availability is subject to changes.

4.3. Pricing is subject to changes with 60 days notice period. No product will be shipped at increased prices without prior notification

4.4. All product prices shall be exclusive of all taxes, duties, insurance charges, freight charges, shipping and handling charges, all of which shall be borne exclusively by the Purchaser.

5. Payment

5.1. Unless otherwise specified on the invoice, all invoices for shipments will be payable 100% in advance.

5.2. RELEC reserves the right to cancel any orders, suspend further deliveries, and/or require any satisfactory securities, in the event the Purchaser fails to pay in full for any one shipment when same becomes due.

5.3. All special payment terms must be negotiated with RELEC prior to Order Confirmation. No change of payment terms will be accepted after the Purchase Order has been issued and confirmed with an invoice.

5.4. Each delivery shall constitute a separate transaction with regard to payment. The Purchaser shall not be entitled to offset without prior agreement from RELEC any claims for amounts outstanding against or any counterclaims against RELEC.

5.5. Samples and test products shall only be supplied against payment unless written agreement to the contrary has been granted.

6. Deliveries

6.1. Unless otherwise agreed in writing by RELEC, delivery is made Ex Works (EXW) RELEC factory determined in accordance with the INCOTERMS in force at the date of the delivery.

6.2. The Purchaser can ask RELEC to arrange for shipment. In this case delivery will be made DAP at the location indicated by the purchaser.

6.3. RELEC shall deliver the Products in accordance with the Incoterms requested by the client and specified in the Order Confirmation

6.4. Delivery time and schedule are given as an approximation, unless specified per deadline and agreed and confirmed in the Order Confirmation by RELEC on the invoice. While every effort is made to deliver on schedule, Purchaser acknowledges that schedule issues are not terms for additional compensation and/or order cancellation.

6.5. If dispatch is delayed for reasons for which the Purchaser is responsible or if the Purchaser declines acceptance, RELEC reserves the right to store deliveries for the account and at the risk and cost of the Purchaser on its own premises or with third parties.

6.6. Freight costs linked with Return of products to RELEC incurred by the Purchaser will be borne by the Purchaser.

7. Packaging

7.1. Packaging will be in accordance with the standards as deemed fit by RELEC and the Incoterms. Any special packing requirements shall be invoiced accordingly.

7.2. To avoid bad handling and damage to our products we always ship goods on a pallet. This ensures that the shipping company uses a forklift instead of throwing individual cartons. For smaller products shipped in pairs, we pack these in an extra carton with shock absorbing material in between the cartons.

7.3. To avoid any costly damage when shipping products anywhere (to customers, dealers, shows, back to us, etc.) we ask all our commercial partners to follow the same procedures: either ship on a pallet or pack in an extra carton with sock absorbing material.

8. Reservation of ownership

8.1. The delivered Products remain property of RELEC until such time as the Purchaser has fully performed all of its obligations.

9. Warranty and liability

9.1. RELEC guarantees the characteristics stipulated in the agreed product specification and official documentation available on RELEC’s website: No representation or other affirmation of fact, including but not limited to statements regarding product quality or features, which is not contained in the product specifications or official documentation, shall be binding for RELEC.

9.2. The express warranties set forth in preceding section 9.1, are the only warranties made by RELEC with respect to the products, used alone or in combination with other materials, except the warranties applicable by law. RELEC makes no other warranties, either expressed or implied, or arising by custom, trade usage, operation of law, statute or otherwise, and specifically, makes no warranty of quality or merchantability or fitness for a particular use.

9.3. In the case of the express warranty stated in preceding section 9.1, RELEC’s liability will be limited to the replacement or repair of defective Products. Costs of return of products to RELEC and back to the Purchaser will be borne by the Purchaser.

9.4. RELEC shall have no liability under the express warranty set forth in the above section to the extent that:

9.4.1. Purchaser has failed to verify that the Product conforms to the specifications and/or samples available from RELEC, within one month upon receipt of any Product from RELEC;

9.4.2. Purchaser has failed to report in writing by electronic mail any defect claimed to be breach of warranty within one month upon receipt of any Product from RELEC;

9.4.3. Purchaser has failed to report in writing any defect claimed to be breach of warranty within one week of discovery of such defect.

9.4.4. The Products have been damaged, altered by accident, neglect, misuse or other abuse while in control of the Purchaser;

9.4.5. The claimed defect has been caused, in whole or in part, by a person or persons other than RELEC or its suppliers.

9.5. Failure of Purchaser to give notice of any claim within the applicable time period specified in preceding section 9.3 shall be deemed an absolute and unconditional waiver for such claim.

10. Force majeure

10.1. In particular, no liability shall result from delay in performance or non-performance by RELEC directly or indirectly caused by or resulting from circumstances beyond its control, including, without limitation, acts of God, pandemics, fire, flood, explosions, riots, wars, perils of the sea, labor difficulties, strikes, equipment failure, government actions or prohibitions, late delivery by suppliers, shortages of raw materials or energy at reasonable cost, traffic stoppages and/or any other difficulties which are beyond the reasonable control of RELEC.

11. Compliance with law

11.1. Purchaser agrees that it shall be its responsibility to comply with all applicable laws and regulations relating to Products, once they have been purchased via RELEC.

12. Intellectual property rights / confidentiality

12.1. All intellectual property rights (copyright, trademarks, patent rights etc.) on or in connection with the Products delivered remain vested in RELEC.

12.2. All documents (including offers) and notes handed over by RELEC to the Purchaser together with the Products delivered, or otherwise made available to the Purchaser in any form whatsoever, must be treated in strict confidence by the Purchaser and may not be disclosed in any way to third parties without prior written consent of RELEC.

12.3. Amendments and additions to these Conditions are valid only if they are made in writing. This applies likewise to any waiver of the requirement of the written form.

12.4. Contracts between RELEC and the Purchaser and individual rights and obligations resulting there from may only be transferred with the consent of the other contracting party.

12.5. If one or more provisions of these Conditions is/are or become wholly or partially invalid, the remaining provisions shall continue to apply. The contracting parties will agree upon alternative provisions which approximate as closely as possible to the intended content of the invalid provisions.

12.6. All contracts shall be governed solely by Swiss law to the exclusion of the conflict of law rules set forth in Swiss international private law and to the exclusion of all international conventions, in particular to the exclusion of Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980).

The ordinary courts of Yverdon-les-Bains, Switzerland shall have jurisdiction over any disputes arising out of, or in connection with, orders and deliveries of products of RELEC. RELEC reserves the right to take proceedings against the Purchaser at his registered office or place of residence.