General Terms and Conditions of Sale

These General Terms and Conditions of Sale are applicable for deliveries from the sites in Emmenbrücke, Switzerland, Gorzów, Poland and Querétaro, Mexico. In the following context, “Monosuisse” stands for Monosuisse AG, Monosuisse sp. z o.o and Monosuisse S.A. de C.V.

1. General

1.1 These General Terms and Conditions of Sale are binding for all supply contracts and the contractual
negotiations relating to such contracts, if declared applicable in the offer or order confirmation. Any of
the customer’s terms and conditions which are contrary hereto only apply insofar as they have been
expressly approved by Monosuisse in writing.

1.2 A contract is concluded on confirmation by Monosuisse that it accepts the order. Offers made by
Monosuisse which do not contain an acceptance deadline are not binding.

1.3 All agreements and legally relevant declarations between the customer and Monosuisse must be in
writing in order to be valid.

2. Technical documentation, tools and samples

2.1 Technical documentation is binding without the need for any further agreement.

2.2 Both parties to the contract reserve all rights to technical documentation, tools, samples, drawings and
software which they have sent or made available to the other party. The receiving party shall recognize
such rights and shall not, without the prior written authorization of the other party, place these
goods, in whole or in part, at the disposal of third parties or use them for a purpose other than that for
which they have been delivered.

2.3 The customer does not acquire any title to these goods even by remunerating the costs of technical
documentation, tools or samples, and in particular does not acquire any rights of publication, duplication,
revision or commercialization.

2.4 The customer warrants to Monosuisse that the implementation of orders in accordance with the customer’s
samples and drawings will not infringe third-party intellectual property rights.

3. Regulations in the country of destination

The customer is obliged to notify Monosuisse in due time of any statutory, regulatory or other restrictions
which apply to performance of the contract.

4. Inspection of the goods and services supplied

Monosuisse will inspect the goods supplied within the normal limits of its process control system (ISO
9001 Quality Management System). If the customer requires more extensive inspections, they must be
agreed separately and paid for by the customer.

5. Delivery period

5.1 The delivery period commences as soon as the order has been accepted by Monosuisse and all technical
matters have been resolved in full, and, where indicated, after receipt of advance payments or
other securities to be provided by the customer under the order.

5.2 The delivery period shall be reasonably extended:

  • if the information required by Monosuisse for performance of the contract is not received in time,
    or if the customer subsequently changes it;
  • if agreed terms of payment are not met, letters of credit are issued too late, or the necessary import licenses are not received by Monosuisse in time;
  • if hindrances occur which Monosuisse cannot prevent despite using due care, irrespective ofwhether they affect Monosuisse or the customer or a third party. Such hindrances constitute force majeure and include epidemics, mobilization, war, revolution, major operational disruption, accidents, industrial disputes, late or deficient delivery of the required raw materials and semi-finished or finished products, the need to scrap major components, official actions or omissions by state authorities or public bodies, natural disasters etc.
6. Packaging

Yarn carriers which remain the property of Monosuisse have to be returned within 12 months in good
condition, otherwise, the yarn carriers are debited to the customer’s account. One-way yarn carriers do
not have to be returned.

7. Delivery, transport and insurance

Deliveries from Emmenbrücke: The place of performance is Emmenbrücke, Switzerland.
Deliveries from Gorzów: The place of performance is Gorzów, Poland.
Deliveries from Querétaro: The place of performance is Querétaro, Mexico.

Monosuisse generally delivers its products ex works (EXW) pursuant to Incoterms 2010, unless
agreed otherwise in writing between the parties.

8. Excess or short delivery

No complaint can be made in respect of excess or short deliveries which are within a tolerance of
10%. The quantity actually supplied will be invoiced.

9. Warranty, liability for defects

9.1 Monosuisse hereby warrants that the products delivered are free from material and manufacturing defects. The product characteristics conform exclusively to those described in the respective technical documentation issued by Monosuisse.

Unless expressly agreed between the parties, Monosuisse does not give any assurances regarding the marketability or the fitness of the products for the use intended by the customer. Any and all liability on the part of Monosuisse, arising from or in connection with the use of the products, is thereby excluded, unless Monosuisse has given such an express assurance to the customer. Such assurance will cease to apply no later than the end of the warranty period.

9.2 The warranty on the specified characteristics of all products of Monosuisse commences on the delivery
date and lasts for 12 months.

9.3 The warranty will expire prematurely if the customer or third parties undertake improper operations,
storage, modifications or repairs or if, in the event of a defect occurring, the customer fails to take all
the appropriate measures to minimize the loss and does not give Monosuisse opportunity to rectify the
defects.

9.4 The customer shall inspect the goods immediately upon receipt. Complaints relating to quantity and
visible defects must be made in writing within seven working days, while complaints relating to nonvisible
defects must be made within seven working days of discovery.

 

9.5 Any loss which is not demonstrably the fault of Monosuisse, such as losses due to natural wear and tear, inadequate maintenance, failure to observe operating instructions, overloading, inappropriate operating material, chemical or electrolytic effects, acts of third parties etc., is excluded from the warranty and there is no liability for it on the part of Monosuisse.

9.6 Where delivered products are defective, during the warranty period the customer may request either replacement of the defective goods or elimination of the defect by Monosuisse.

9.7 If a defect pursuant to Article 9.6 is not remedied by way of elimination or replacement by Monosuisse, within a reasonable period, the customer may ask for a price reduction or cancelation of the contract.

9.8 Any liability, contractual or otherwise, for consequential loss arising directly or indirectly from a defect, is hereby explicitly excluded.

9.9 Monosuisse and the customer recognize the provisions of BISFA (Bureau International pour la Standardisation de la Rayonne et des Fibres Synthétiques). Minor variations from the agreed specifications on quality, color and characteristics, which are normal or technically unavoidable, do not confer the right to assert claims under warranty. Yarns with different lot numbers, formula numbers or dye-lot numbers must be processed separately by the customer. In view of the effects of the climate, Monosuisse recommends processing the deliveries, as a rule, in the order in which they arrive. The colored yarns display natural characteristics which are usual for the coloration of the corresponding types of fiber. Monosuisse does not guarantee the color quality in the case of particularly delicate items.

9.10 The products offered by Monosuisse are not specifically designed, tested or approved for the use in medical implants. Monosuisse does not make any representation regarding the fitness of the products for the use in medical implants. If the products shall be used in medical implants by a manufacturer of medical implants, it is the sole responsibility of the manufacturer to ensure compliance with all regulatory requirements and the safety and suitability of the medical implants for which the products are used. The sale of products for use in medical implants by Monosuisse is subject to and conditional upon the execution of a specific undertaking by the manufacturer confirming its responsibilities. 

10. Retention of title

10.1 Monosuisse retains title to the goods until it has received full payment according to the contract.

10.2 Monosuisse is entitled, with the customer's participation, to apply for the retention of title to be entered in the appropriate register.

10.3 The customer shall store the delivered goods at its own expense during the period of the retention of title. It shall be liable to Monosuisse for theft, fire, water and other risks. It shall, moreover, take all measures necessary to ensure that the title of Monosuisse is neither impaired nor avoided.

11. Prices

11.1 The prices stipulated relate only to the goods and services specified in the contract.

11.2 Additional expenditure caused by the customer due to subsequent amendment of the order will be charged separately according to the expenses incurred.

11.3 Tools, samples, drawings and other preparatory work will be invoiced separately even where the offer does not give rise to an order.

11.4 Inspections which exceed the normal limits as well as special packaging must be agreed and paid for separately. The customer shall bear the cost of certification of any kind (certificates of origin, supporting documents, verifications etc.).

11.5 Monosuisse reserves the right to apply a surcharge for orders below a minimum quantity.

11.6 Value-addet tax (VAT) is not included and will be charged separately when applicable.

12. Payment terms

12.1 Payment terms are 30 days net unless agreed and confirmed otherwise. Monosuisse reserves the right to charge interest on late payments.

12.2 Any foreign bank charges shall be borne by the customer.

13. Default

13.1 If the customer fails to meet its obligations, Monosuisse is entitled, following prior written notice, to suspend work on other orders for the same customer or to withdraw from the contract, and the customer shall be obliged to return goods and services already delivered. Monosuisse will be entitled to claim the following compensation:

a) all expenses in respect of handling, transportation and legal fees;
b) default interest on the total amount of the contract for the period commencing on the due date until settlement;
c) compensation for the reduction in the value of the returned goods.

Monosuisse expressly reserves the right to assert further claims to restore its position under the contract and to make good any loss arising from the default.

14. Place of jurisdiction and applicable law

14.1 For deliveries from Emmenbrücke: The place of exclusive jurisdiction for all disputes arising under the contract or its terms of delivery is Emmenbrücke, canton Luzern, Switzerland. Monosuisse AG shall, however, be at liberty to assert its rights before any competent court or any authority in Switzerland and abroad.

For deliveries from Gorzów: The place of exclusive jurisdiction for all disputes arising under the contract
or its terms of delivery is Gorzów, Poland. Monosuisse sp. z o.o. shall, however, be at liberty to
assert its rights before any competent court or any authority in Poland and abroad.

For deliveries from Querétaro: The place of exclusive jurisdiction for all disputes arising under the contract or its terms of delivery is Querétaro, Mexico. Monosuisse S.A. de C.V. shall, however, be at liberty to assert its rights before any competent court or any authority in Mexico and abroad.


14.2 For deliveries from Emmenbrücke: The legal relationship is governed by Swiss substantive law. The international rules regarding the conflict of laws as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG) are excluded. 

For deliveries from Gorzów: The legal relationship is governed by Polish substantive law. The international
rules regarding the conflict of laws as well as the United Nations Convention on Contracts for
the International Sale of Goods (CISG) are excluded.

For deliveries from Querétaro: The legal relationship is governed by Mexican substantive law. The international rules regarding the conflict of laws as well as the United Nations Convention on Con-tracts for the International Sale of Goods (CISG) are excluded.
 

06.06.2016
Monosuisse AG / Monosuisse sp. z o.o. / Monosuisse S.A. de C.V.