STANDARD TERMS AND CONDITIONS OF SALE

KUORI GmbH General Terms and Conditions of Purchase

1.            Purpose of these General Terms and Conditions of Purchase

These General Terms and Conditions of Sale ("GTC" or "Agreement") outlines the fundamental principles governing the business relationship between KUORI GmbH ("KUORI") and the Customer and the delivery of the Product(s) referred to in the Purchase Order Form ("Product"). KUORI and the Customer are herein also referred to as a "Party" or together as the "Parties".

2.            Contractual Relationship

This GTC, together with the separate order forms executed by the Parties, establishes the contractual relationship between the Parties ("Contractual Relationship"). This Contractual Relationship represents the complete legal framework governing the interactions between the Parties, subject to any modifications explicitly agreed upon in writing.

In the event of any inconsistencies between the provisions of this Contractual Relationship, the terms set forth in the corresponding Purchase Order Forms shall prevail over those in this Agreement.

3.         Terms of Delivery and Transfer of Risk

Delivery deadlines as stated in the Purchase Order Form are to be understood as approximate dates, unless specified otherwise. In any unforeseeable and unavoidable event outside KUORI's sphere of influence, such as force majeure (Section 10.4), shall release KUORI from the obligation to deliver on time for their duration.

The Product shall be delivered to the Customer unless otherwise agreed by the Parties. The risk passes to the Customer upon handover of the Product to the transport company or, if the Customer collects the Product, upon handover to the Customer. Should the Customer request it and bear the cost, the delivery can be insured against damage or loss. If the handover or dispatch is delayed for reasons for which the Customer is responsible, the risk shall pass to the Customer on the day of notification that the Product is ready for dispatch.

Unless otherwise agreed by the Parties, the costs of packaging and shipping, including transport insurance, shall be borne by the Customer, and shall be shown separately on the invoice or, if applicable, in a separate invoice after delivery.

3.         Obligation to inspect, notification of defects and returns

Customer is obligated to inspect the Product immediately after receipt of the delivery and to notify KUORI immediately in writing of any defects for which KUORI provides a warranty. The defects shall be listed as precisely as possible. If the Customer fails to give notice, the delivery shall be deemed to have been approved ten (10) working days after delivery. Defects not apparent on receipt of the Product must be reported in detail in writing within seven (7) working days of discovery.

Any return of the Product requires the prior consent of KUORI. KUORI will only accept returns of Products that are clean and in perfect condition, stating the reason for the return. They will only be accepted with a copy of the delivery note and within ten (10) working days of the Customer's receipt of the delivery of the Product. Returns to KUORI are at the expense and risk of the Customer.

  

4.         Purchase Price and Terms of Payment

The Purchase price and, if applicable, specific payment terms are detailed in the Purchase Order Form ("Purchase Price"). Unless otherwise specified, all costs and payments are in Swiss francs ("CHF") and do not include Value Added Tax ("VAT").

Invoices issued by KUORI must be paid by the Customer within thirty (30) days of the invoice date, without the possibility of offsetting. Payment shall be deemed to have been made when the entire amount due has been credited to one of the accounts listed in the invoice in CHF free of charges and is freely available to KUORI. KUORI is entitled to bill the Customer for all applicable taxes, duties, and fees related to its services and deliveries, including value-added tax.

Default in payment or other changes in the Customer's circumstances that jeopardize the payment of KUORI's claims shall entitle KUORI:

a)      to immediately assert all existing claims against the Customer irrespective of their maturity or to demand securities for the claims;

b)      to provide outstanding services only against advance payment, irrespective of the agreements made for them;

c)      to retain Products that have already been ordered but not yet delivered; and/or

d)      to charge interest on arrears of 5% from the due date and a reminder fee of a maximum of CHF 20 per reminder.

All costs associated with the possible collection of debts (e.g., collection costs and in particular lawyers' fees) shall be borne in full by the defaulting Customer.

The Customer agrees that reminders may be sent by e-mail or by post.

5.         Warranty

KUORI shall perform its contractual duties to the highest industry and technological standards, as well as in line with state-of-the-art practices and ensures that the Product complies with legal and regulatory requirements. KUORI only guarantees that the Product has the agreed quality at the time of transfer of risk. If a Product deviates from the agreed characteristics outlined in the corresponding Purchase Order Form or falls below an agreed quality, it triggers a warranty issue.

In the event of defects notified in good time (Section 3), and provided that the Product has been stored and handled correct KUORI shall guarantee that the Product purchased by the Customer is free of defects during a period of 12 months. It is at the discretion of KUORI to provide the warranty by (a) modification of the product, (b) equivalent replacement or (c) refund of the Purchase Price.

KUORI is committed to remedying any warranty issues in line with the agreed quality or, if no specific qualities have been agreed upon, as soon as possible. No additional cost will be levied to remedy a warranty issue.

The warranty shall expire prematurely if the Customer or third parties make changes without the prior written consent of KUORI or if the Customer, if a defect has occurred, does not immediately take all appropriate measures to mitigate the damage and notify KUORI of the defect and give KUORI the opportunity to remedy the defect.

Excluded from the warranty and liability are damages that cannot be proven to have occurred because of poor material, faulty design, or poor workmanship. Examples of such exclusions include damages due to natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive stress, unsuitable operating materials, chemical or electrolytic influences, repair work not carried out by KUORI, or any other reasons for which KUORI is not responsible. Further claims are excluded.

Each Party is responsible for its own compliance, and shall comply, with all applicable laws and regulations, international standards, and treaties known, or that reasonably should be known, to apply to such Party’s business and performance under this Agreement.

6.         Term and Termination 

6.1.      Termination Right

Provided no Purchase Order is outstanding and remains to be performed, this Agreement may be terminated by either Party at any time upon written notice to the other Party.

In the event of outstanding Purchase Orders, this Agreement may be terminated, and the corresponding Purchase Order(s) may be withdrawn under the following circumstances:

a)      by both Parties on mutual written agreement of the Parties;

b)      by either Party upon written notice if a force majeure event prevents the terminating Party from being able to fulfill its obligations under this Agreement;

c)      by either Party if the other Party is affected by an Insolvency Event, such as being de-clared insolvent, voluntarily, or involuntarily dissolved, experiencing serious financial difficulties that may lead to the imminent opening of insolvency proceedings in the near future, or making an assignment for the benefit of its creditors;

d)      by KUORI if the Customer is in default of payment or if the Customer's circumstances change in such a way as to jeopardize payment;

e)      by either Party in the event of a Change of Control of the other Party; or

f)       by either Party if the other Party commits a severe and material breach of a Material Contractual Obligation under this Agreement, and (i) the breach is not remediable; or (ii) the breach is remediable, but the other Party fails to remedy the breach within thirty (30) days of receipt of a written notice requiring it to do so; or

g)      by either Party if the other Party persistently breaches the terms of the Agreement (ir-respective of whether such breaches collectively constitute a material breach).

For the purposes of this Section 6.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance.

6.2.      Effects of termination

In the event of a termination in accordance with Section 6.1 any and all costs and expenses possibly incurred in connection with the termination of this Agreement and the matter con-templated herein, including any attorneys’ fees, shall be paid by the Party incurring such expenses.

Termination of the Agreement will not affect either Party's accrued liabilities or rights as at the date of termination.

 

7.         Limitation of Liability

All liability claims by the Customer against KUORI are conclusively governed by this Agreement and the corresponding Purchase Order Form, except as required by mandatory statutory provisions. Liability for slight negligence is excluded. KUORI's liability is limited to proven direct damage caused by a breach of contract for which KUORI is culpable.

In particular, KUORI shall not be liable or responsible for the following:

•        loss of profit, opportunity, business or sales;

•        loss or depletion of goodwill;

•        indirect, consequential, or special loss or damage arising out of or in connection with this Agreement; or,

•        loss or damage resulting from the Customer's use of the Product in violation of the law or its contractual obligations.

Furthermore, KUORI shall not be liable for any loss, damage, or consequential damage resulting from the processing, modification, alteration, combination, integration, or further use of the Product by the Customer or by any third party. This expressly includes safety-related issues or damages arising from improper, inadequate, unsafe, non-compliant, or defective processing of the Product into manufactured goods (e.g., slippery shoe soles or comparable situations leading to accidents or injuries). The Customer is solely responsible for ensuring that any products manufactured using the Product comply with all applicable safety, quality, and regulatory requirements.

Liability regarding subcontractors is limited to the proper selection of such subcontractors. 

Compensation payable by KUORI is capped at the total amount of all costs incurred in the last 12 months prior to the occurrence of loss or damage.

Liability and compensation for loss or damages caused intentionally or by gross negligence, as well as for personal injury or bodily harm, are not subject to any limitations.

8.         Indemnity

The Customer shall indemnify and hold harmless KUORI, its Affiliates and/or its agents from and against any third party claims, including any actions, disputes, damages, claims, losses or liabilities (including reasonable attorneys' fees, costs and expenses) arising out of or from the purchase of the Product or any acts, omissions or representations (or breaches) of the Customer, its Affiliates and/or its agents (or third parties engaged to distribute the Product) covered by this Agreement.

9.         Intellectual Property Rights

KUORI shall retain all rights in its intellectual property, including all rights under any product, patent, patent application, copyright, trademark, know-how, confidential information, or other intellectual property rights owned by or licensed to KUORI which may be protected by law, and nothing in this Agreement shall be deemed or construed to be a transfer or license of any of KUORI’s intellectual property. The Customer shall obtain rights to such intellectual property only to the extent that KUORI may grant such rights in writing, whether by license or otherwise.

All intellectual property rights created and developed by KUORI arising from or in connection with the provisions of this Agreement, including intellectual property rights to products developed by KUORI based on the specific requests and/or wishes of the Customer, shall belong to KUORI.

The Customer shall not reverse engineer, disassemble, decompile, or reproduce the Product or any part thereof without a license with KUORI to do so. Unless specifically provided otherwise in an applicable Purchase Order, the Customer represents and warrants that he is buying the Product in its original form for its own use and does not intend to and will not resell, lease, distribute, or trans-fer the Product or divert it for a fee beyond the actual shipping address the Product is shipped to.

10.       General Provisions

10.1.    Amendments

This Agreement may only be modified or amended by a document duly signed by all Parties. Any provision contained in this Agreement may only be waived by a document duly signed by the Party waiving such provision.

10.2.    Notices

All notices or other communications to be given under or in connection with this Agreement shall be made in writing and shall be delivered by registered mail to the addresses mentioned on the Purchase Order Form.

10.3.    Severability / Good Faith

Should any part or provision of this Agreement or the corresponding Purchase Order Forms be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that this Agreement is found to contain any gaps or omissions.

10.4.    Force Majeure

Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement where and to the extent that such failure or delay results from causes outside the reasonable control of the Party. Such causes shall include, without limitation, acts of God, war, terrorism, embargoes, riots, strikes, labor stoppages, natural disasters, epidemics, pandemics, quarantine restrictions, civil commotions, or the like.

10.5.    No Waiver

The failure of any of the Parties to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of this Agreement.

10.6.    No Assignment

Except as otherwise provided for in this Agreement, the Parties shall not assign this Agreement or any rights hereunder to any third party without the prior written consent of the other Party.

10.7.    No Other Relationship/Obligations

The Parties are independent contractors. Nothing in this Agreement or any associated Order Forms shall be construed to create a partnership, association, business organization, principal-agent, employer-employee, or joint venture relationship between them.

  

10.9.    Confidentiality

The Parties undertake to respect confidentiality as regards to the execution and the terms of this Agreement, and to abstain from disclosing the existence of this Agreement, its contents and all information provided to it by the other Party in connection with the negotiation of this Agreement without prior written approval of the other Party. Either Party, however, shall be entitled to disclose confidential information to the extent that one of the Parties is requested to such disclosure by applicable law or regulations or court proceedings.

10.10.  Public Announcements

The Customer agrees that KUORI may make a public announcement of the Customer's purchase as set forth in this Agreement and may make public the same in marketing mate-rials such as KUORI's website, newspapers, and other publications and otherwise, and may use the Customer's name, trade names and logos in connection therewith. KUORI shall in-form the Customer in writing before issuing any announcement or making any public statement with respect to this Agreement. KUORI will provide the Customer with written notice prior to issuing any announcement or making public marketing materials regarding this Agreement.

11.       Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.

All disputes arising out of or in connection with the present Agreement, including disputes on its conclusion, binding effect, amendment, and termination, shall be resolved by the ordinary courts in Zurich, Switzerland.

 

KUORI GmbH – General Terms and Conditions of Purchase – valid as at 01.12.2025