General Terms and Conditions (GTC) of
Earline AG (version dated 01 January 2021)
I. Scope of application and validity

  1. These General Terms and Conditions apply to
    all contracts of Earline AG (hereinafter referred to as EL)
    with its customers, unless otherwise expressly agreed in writing
    or unless mandatory by law
    . They replace all
    previous versions.
  2. By accepting the offer or concluding the contract
    , the customer fully acknowledges these General Terms and Conditions

  3. The order of goods and services (hereinafter
    product) via the Internet (web shop) shall also be deemed to be the conclusion (signing) of the contract, provided that this order
    has been confirmed by EL to the Customer by e-mail.
  4. The customer's general terms and conditions do not apply
    II. offers
  5. If an offer is not expressly limited in time, EL
    shall remain bound for 30 days from the date of the offer.

  6. By accepting the offer or signing the
    contract, the customer confirms that he has disclosed to EL all information, specifications, facts and
    circumstances relevant for the correct
    and agreed execution of the contract.
    III. Services, changes to services and obligations to cooperate
  7. The type and scope of the service to be provided by EL
    result from the accepted offer or the signed
    contract. Reference may be made therein to further
  8. Verbal information and promises as well as the
    illustrations and (technical) information contained in brochures,
    catalogues and other information documents do not constitute
    any guarantees or warranted characteristics
    and are non-binding as long as they have not been expressly
    assured in writing by EL.
  9. Minor deviations remain reserved and
    do not entitle to a notice of defects. Significant changes in performance
    , on the other hand, are only possible in mutual
    agreement and in written form.
  10. The Customer shall, in consultation with EL, carry out or arrange for the carrying out of all work and activities necessary for the correct implementation of the
    contract from its side
    in due time and form
    . The Customer shall take
    all measures necessary for the correct
    implementation of the contract on its part
    and fulfil its obligations to cooperate.
  11. EL shall be entitled to terminate the contract
    without notice after a one-time written reminder to the Customer to be sent to
    , if the Customer fails to comply with its cooperation obligations
    in any way,
    irrespective of the reasons for non-compliance
    with the Customer's cooperation obligation.
  12. In addition, EL is entitled to reimbursement of the
    costs incurred and the damage actually suffered
    (damages), irrespective of whether or not there is termination of the contract without notice
    and to the
    payment of a contractual penalty in the amount of CHF

25,000.- (in words: twenty-five thousand Swiss
francs), in the event of termination without notice.
IV. Returns

  1. No returns of delivered products are possible without the written consent of EL
  2. If EL has given its consent, the product
    will only be taken back if it is unused, undamaged, unopened and
    in its original packaging. The final
    decision as to whether the aforementioned
    criteria are met and whether the product can be taken back lies solely with EL.
  3. All costs associated with the return
    shall be borne by the customer.
    V. Delivery periods and delivery conditions
  4. Unless otherwise agreed in the offer or contract
    , the usual delivery period is 21 days
    for earmould products (earmoulds), 5 days for products
    from stock and 12 weeks for products from overseas.
    All delivery times are indicative and
    therefore non-binding.
  5. Unless otherwise agreed in the offer or in the contract
    , the place of performance is in principle the
    registered office of EL.
  6. Unless otherwise agreed in the offer or in the contract
    , the costs of packaging, postage,
    insurance and transport shall be borne by the customer when shipping or delivering
    the products. In this case, the
    dispatch or delivery shall be made to
    the delivery address to be specified by the customer and at
    the customer's risk, whereby the dispatch and deliveries
    shall in principle be limited to the territory of Switzerland, Liechtenstein,
    Germany and Austria.
  7. Partial deliveries are possible.
    VI. Remunerations
  8. Unless otherwise agreed in the offer or in the contract
    , EL's invoices shall be paid within 30
    days from the date of invoice, strictly net, without discount or
    any other deductions, plus value added tax, in
    Swiss francs.
  9. Invoicing is also possible for partial deliveries
  10. It is not permissible to withhold payments due to asserted
    warranty claims or to reduce
  11. After expiry of the relevant payment deadline,
    the customer is automatically in default and owes interest on arrears of 5% without
    further reminder.
  12. If the Customer is in default, EL may refuse to provide its
    all services, including warranties,
    without being liable for any resulting
    damage. In addition, EL may further demand performance
    of the contract or withdraw from the contract
    and claim damages (positive or negative contractual interest)
  13. In the event of default by the Customer, EL is expressly entitled
    to provide all its services (existing obligations
    and future ones) only against advance payment
    and to make claims that are not due immediately payable.

VII Retention of title

  1. The products remain the property of EL until full payment has been made
    . EL shall be entitled to register a
    reservation of title within the meaning of Art. 715 f. of the Swiss Civil Code for the
    goods delivered by it until they have been paid for in full.
    VIII Inspection, notice of defects and approval
  2. The customer shall inspect the delivered products within 10
    days of receipt and shall immediately notify EL in writing of any defects discovered
  3. If no inspection of the products is carried out within 10 days after receipt of the products
    , the products shall in principle be deemed to have been approved
    . Clause 29 remains reserved.

  4. (hidden) defects discovered later, but within the warranty period, must be reported to EL immediately in writing
    , otherwise the products shall also be deemed approved with regard to
    these defects.
    IX. Warranty
  5. EL guarantees the customer, for a period of 12 months
    from the date of delivery, that the delivered products
    do not have any material or manufacturing defects. Excluded
    are damages as a result of normal wear and tear,
    inadequate maintenance, disregard of operating
    or usage instructions, excessive use,
    improper intervention by the customer or
    by third parties or which were otherwise caused by the customer
    himself. Also excluded
    are damages resulting from the fact that instructions issued by EL after receipt
    of the notice of defects are not followed
  6. For defects covered by the foregoing warranty provisions
    , EL shall, in lieu of the statutory
    remedies, at its own independent
    decision, either remedy the defect free of charge
    or replace the defective products.
    If the Customer accepts an inferior product in lieu of repair or
    replacement, EL shall, at its own independent
    decision, issue the Customer with a
    corresponding credit note.
  7. Further claims, in particular claims for damages,
    are expressly excluded.
  8. We reserve the right to make technical design changes that do not impair the
    intended use of the products
    and do not constitute a
    X. Liability
  9. The customer uses and applies the products at his own
    risk and under his own responsibility. In particular, the customer is responsible
    for training and monitoring the correct use,
    correct application and correct use of the products
    by its employees, assistants, customers
    and other third parties.
  10. EL's liability for direct or immediate damages
    as well as for indirect or consequential damages
    is expressly excluded to the fullest extent permitted by law
  11. Likewise, the liability for auxiliary persons pursuant to Art.
    101 CO is fully excluded.
  12. The exclusion of liability applies to contractual as well as
    non-contractual claims.

EL's liability for damages caused
by intentional or grossly negligent conduct
remains reserved (Art. 100 para. 1 CO). Also reserved
are claims arising from product liability or
other mandatory statutory provisions.
XI. Termination of contract in the event of extraordinary events

  1. In the event of force majeure (such as war, natural disasters,
    strikes, boycotts) as well as legal impossibility
    the contracting parties shall negotiate a
    possible adjustment or termination of the contract.
  2. In the event of termination of the contract in accordance with Clause 39,
    services provided to date shall be mutually settled
    and shall be compensated accordingly. No further
    claims may be asserted.
    XII Final provisions
  3. EL is entitled to engage auxiliary persons
    for the fulfilment of the contract.
  4. The Customer is aware that in the course of its
    activities EL will process personal data within the meaning of the
    Swiss Data Protection Act (DSG) itself or
    with the help of third parties and that this data will be used for the
    execution of the contract. The personal data
    of the Customer may be used by EL in particular for
    maintaining the business relationship and for marketing purposes,
    for credit information and creditworthiness checks

  5. The rights and obligations arising from the contract may not be
    assigned or otherwise transferred to third parties without the written consent of the respective other party

  6. All amendments and additions to the offer
    or the contract and these GTC require the written form and the mutual consent of the parties
    in order to be legally effective. This also applies to this
    written form clause.
  7. If any provision of the offer or the contract
    or of these GTC is or becomes invalid or unenforceable
    , the respective remaining provisions
    shall not be affected thereby.
    The invalid or unenforceable
    provision shall be replaced by a valid and enforceable
    provision which, from the point of view of the parties
    , comes closest to the economic objective which was associated with the invalid
    or unenforceable provision. In a corresponding manner, a loophole
    shall be closed.
  8. The legal relationship shall be governed by Swiss law
    to the exclusion of state treaty law, in particular
    of the United Nations Convention on Contracts
    on the International Sale of Goods and Conflict of Laws
  9. Disputes shall be judged by the ordinary courts
    . The place of jurisdiction (subject to other
    mandatory jurisdiction provisions) is at the registered office of the