Arktis Radiation Detectors Ltd
Räffelstrasse 11
8045 Zürich, Switzerland
Tel.: +41 44 559 1111
Fax: +41 44 559 1119
1.
General Provisions
The following General Terms and Conditions of
Sale and Delivery (hereinafter the "Conditions") apply to all contracts related to sales and deliveries of materials, equipment, machinery, software, services, etc. (hereinafter the "Goods") by Arktis Radiation Detectors Ltd (hereinafter
"Arktis") to its customers (hereinafter the
"Buyer") unless foreseen otherwise in writing.
Any general terms and conditions of the Buyer are only valid if they have been expressly accepted in writing by Arktis.
2.
Conclusion of Contract
The contract is deemed to be concluded upon receipt of Arktis' written confirmation of the order by the Buyer.
3.
Terms of Delivery
The term of delivery starts to run from the date on which Arktis sends the written confirmation but not before all technical and commercial aspects have been specified and agreed upon by Arktis.
The Buyer has to timely provide Arktis with all necessary documents and fulfil its obligations regarding in particular administrative formalities.
The term of delivery is reasonably extended: a) if the Buyer fails to deliver all necessary documents on time or if the Buyer fails to satisfy all administrative conditions causing thereby a delay in the delivery; b) if not all technical details have been settled; c) in case of fortuitous events such as epidemics, mobilisation, war, revolution, labour disputes, lockouts, strikes, accidents, attacks from third parties on computer systems and software (virus,…), late or deficient delivery by subcontractors of raw materials, semifinished or finished products, the need to scrap important work pieces, official actions or omissions by any state authorities or public bodies, natural catastrophes or Force Majeure; d) if the Buyer or any third party appointed by the Buyer is behind schedule or in default of contractual obligations, in particular if the Buyer fails to respect its payment obligations.
Arktis' liability for delayed delivery is limited exclusively to the payment of liquidated damages.
The Buyer is not entitled to any other remedies such as cancellation of the contract, reduction of the contract price or intervention of third parties.
The Buyer is entitled to claim liquidated damages for delayed delivery if it is proven that the delay has been caused through Arktis' fault and that the
Buyer has suffered a loss resulting from the delay.
The Buyer hereby waives its right to claim liquidated damages for indirect damages. No liquidated damages are due if substitute material can be supplied in due time to accommodate the
Buyer. Liquidated damages for delay shall not exceed 0.5% of the contract price for every full week's delay and shall in no case exceed 5% of the contract price of the part of the delayed
Goods.
4.
Prices
Unless otherwise specified in writing, all prices are net, ex-works (Incoterms 2010), and exclusive of VAT, packing, shipping and insurance.
Unless otherwise specified in writing, any customs duties, taxes, VAT, import duties, transit fees or other charges shall be paid by the Buyer.
Arktis reserves the right to adjust the contract price in case of currency fluctuations or if

Arktis Radiation Detectors Ltd
Räffelstrasse 11
8045 Zürich, Switzerland
Tel.: +41 44 559 1111
Fax: +41 44 559 1119
between the time of the offer and the conclusion of the contract wage rates, suppliers prices or material prices change. A price adjustment also ensues if the delivery is delayed due to one or more reasons mentioned under Clause 3 and if this delay increases expenses.
5.
Payments
Unless otherwise agreed, invoices shall be paid to
Arktis without any deduction no later than 30 days of the receipt of the invoice. Payments shall be made in Swiss Francs into one of the accounts indicated by Arktis.
If the Buyer fails to comply with the terms of payment he is deemed to be in default without any reminder. In case of delayed payment Arktis is entitled to claim interest at the annual rate of 5% above the current interest rate of the Swiss
National Bank.
The Buyer hereby waves any right of set-off.
6.
Retention of Title
Arktis retains titles of all Goods until the payment of the contract price is fully received in accordance with the contract and all claims of
Arktis in connection with the contract have been settled.
7.
Transfer of Benefits and Risks
The benefits and risks attached to the Goods pass to the Buyer at the moment they leave Arktis' premises. If dispatch is delayed for reasons for which the Buyer is responsible or reasons beyond
Arktis' control, Arktis reserves the right to store
Goods for the account and at the risk of the Buyer.
8.
Warranty & Liability
Arktis guarantees the qualities and characteristics stipulated in the technical specifications or the order confirmation. Any further guarantee is excluded and the Buyer has no rights or claims apart from those explicitly mentioned in these
Conditions.
Unless otherwise specified, the warranty period is
12 months. It starts at the moment the Goods leave the works. If dispatch is delayed for reasons beyond Arktis' control, the warranty ends no later than 18 months after Arktis' notification to the
Buyer that the Goods are ready for dispatch. For replaced or repaired parts, the warranty period is
12 months starting at the completion of the repair work or replacement.
Excluded from the warranty are all damages which are not proven to have resulted from bad material, faulty design or poor workmanship, e.g. resulting from fair wear and tear, faulty maintenance, disregard of operating instructions, excessive stress or strain, use of unsuitable materials or facilities, chemical or electrolytic action, work not carried out by Arktis or resulting from any other cause beyond Arktis' control.
The Buyer must verify the Goods as soon as possible and immediately notify Arktis of any damages but no later than eight days after receipt of the Goods. Upon the Buyer's written request,
Arktis repairs or replaces at his choice and as fast as possible all parts of the Goods which can be proven to be faulty or useless as a result of bad material, faulty design or poor workmanship until the expiration of the warranty period.
Arktis is not liable for damages arising from inaccurate or imprecise information provided by the Buyer.
The warranty expires prematurely if the Buyer or a third party make alterations or carries out repair works without Arktis' prior written consent or if the Buyer fails to immediately take all appropriate measures to minimize losses.
In any event, unless otherwise specified herein,
Arktis' liability shall be limited at the most to the contract price of the Goods.
9.
Software
To the extent that the Goods include software provided by Arktis, a non-exclusive, nontransferable user licence will be provided for the duration of the Good's lifespan. Any form of retro-engineering, modification or deletion is

Arktis Radiation Detectors Ltd
Räffelstrasse 11
8045 Zürich, Switzerland
Tel.: +41 44 559 1111
Fax: +41 44 559 1119
prohibited without Arktis' prior written consent.
The granting of sub-licenses is not permitted.
If the Goods include any standard software available on the market, the terms of delivery and licencing of the third party supplier shall apply exclusively to this standard software.
10.
Intellectual Property
All intellectual property rights on or in connection with the Goods remain exclusively vested in
Arktis.
11.
Confidentiality
Any information or documentation provided by
Arktis to the Buyer for purposes of contract performance may not be used for other purposes of the Buyer nor be disclosed to third parties. This provision continues to apply after the termination of the Contract.
12.
Installation
To the extent that Arktis has agreed to carry out the installation of the Goods, the general installation conditions of the Swiss association of mechanical and electrical engineering industries
(SWISSMEM) apply. In the event of conflict between the contract and the General Installation
Conditions of SWISSMEM, the contract prevails.
13.
Export Regulations
The re-exportation of the Goods or parts thereof is only allowed with the written consent of the Swiss
State Secretariat for Economic Affairs SECO.
14.
Further Provisions
Unless otherwise agreed in writing, the place of performance for contractually stipulated deliveries and services is Arktis' registered office.
Should any provision of these Conditions be wholly or partially invalid or impracticable for legal reasons, the validity of the remaining provisions remains unaffected. In this event, the invalid or impracticable provision shall be replaced by a provision with analogue economic and legal effects.
The contract between Arktis and the Buyer is governed by Swiss law. The application of the
United Nation Convention on Contracts for the
International Sale of Goods of April 11, 1980 is excluded.
Any conflict, controversy or claim arising out or in connection with contracts between Arktis and the Buyer shall be submitted to the exclusive competence of the ordinary courts of the city of
Zurich, Switzerland. The appeal to the Swiss
Federal Court is reserved.
General Terms and Conditions of Sale and Delivery
Arktis Radiation Detectors Ltd, version 10/14