Terms and Conditions of Sale

1. Applicability

1.1. All sales to customers (“Buyer”) of goods (“Products”) by Solaronix SA (“Seller”) are made subject to these Terms and Conditions of Sale.

1.2. Seller will not be bound by any variations from these terms contained in any document submitted by Buyer. No variation shall be binding upon Seller unless agreed to in writing.

2. Pricing, Taxes and Other Charges

2.1. Unless otherwise stated, prices are to be understood net, ex works (EXW, as defined by Incoterms 2000), in Swiss Francs (CHF), excluding packing, without VAT.

2.2. Seller has the right to change the prices at any time, and to invoice at prices current at the date of receipt of an order.

2.3. Any tax, duty, custom, inspection or testing fee imposed by any authority shall be paid by Buyer in addition to the prices quoted or invoiced.

2.4. In the event Seller is required to pay any such charge, Buyer shall reimburse Seller.

3. Orders and Quotations

3.1. An order can be placed with no minimal order value.

3.2. No order placed by Buyer shall be binding on Seller until accepted by Seller. Seller reserves the right to reject any order for any reason. Orders shall become binding on Seller upon receipt by Buyer of a written order acknowledgment (or invoice or delivery note).

3.3. An order may not be changed or cancelled by Buyer unless expressly agreed to in writing by Seller, and may be conditioned upon Buyer paying a charge intended to compensate for costs incurred, such as shipping costs, costs of producing non-standard catalog items, or disposal costs.

3.4. Seller's quotations shall not be binding with respect to price, quantity, delivery time and availability. The validity of quotations shall not exceed thirty (30) days.

4. Payment

4.1. Terms of sale are net thirty (30) days of date of invoice, unless otherwise stated. If the financial condition of Buyer results in the insecurity of Seller, Seller may delay or postpone the delivery of the products. Seller is authorized to change the terms of payment to payment in full or in part in advance.

4.2. In the event of default by Buyer in the payment, Seller may defer delivery, or cancel this Contract. Buyer agrees to pay attorney and accounting fees and other expenses resulting from any default by Buyer in any of the terms hereof.

5. Delivery, Allocation of Goods

5.1. All sales are made EXW Seller's shipping point (Incoterms 2000) unless otherwise noted. Shipping and handling charges will be added to the invoice. Seller will bill actual shipping charges plus appropriate handling, packing material, insurance, and hazardous materials surcharges (where applicable).

5.2. Delivery of the Products to the carrier at Seller's shipping point shall constitute Seller's sole shipping obligation, and Buyer shall thereafter bear all risks of loss or damage in transit.

5.3. Seller reserves the right to determine the exact method of shipment, to exclude specific countries, or to change the conditions for certain destinations.

5.4. Seller shall make every effort to effect delivery as early as possible. There shall be no fixed periods for delivery. Delay in delivery shall not relieve Buyer of obligations to accept remaining deliveries.

5.5. Delivery shall be subject to punctual delivery of the appropriate goods by Seller’s own suppliers.

5.6. If Seller is unable to supply the total demands for goods specified in Buyer's order, Seller may allocate its supply among any or all Buyers on such basis as Seller may deem fair and practical, without liability for any failure of performance.

6. Damages

6.1. Buyer shall inspect the goods immediately upon receipt and shall notify Seller in writing of any claims for shortages, defects or damages within seven (7) days. If Buyer shall fail to so notify Seller, such goods shall conclusively be irrevocably accepted by Buyer.

6.2. Seller shall not be liable for any loss or damage as a result of any cause beyond Seller's reasonable control.

7. Returns

7.1. Goods may only be returned for credit with Seller's permission, and then in strict compliance with Seller's return shipment instructions.

7.2. Authorization for the return of products which fail to meet specifications must be requested in writing within thirty (30) days of delivery. Seller has the right to repair and return damaged products.

7.3. Certain items may not be returned for credit, such as refrigerated products or products which have passed their expiration dates, custom products, products missing labels or parts, or any products that are in a non-saleable condition.

7.4. Any returned items may be subject to a restocking fee to be determined by Seller, and must be returned within ninety (90) days of purchase.

8. Force Majeure, Impediments to Performance

8.1. Force majeure of any kind, unforeseeable production, shipping disturbances, disasters, unforeseeable shortages in utilities or supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of Seller which delays or prevents deliveries, shall relieve Seller from its obligations as long as the hindrance prevails.

8.2. If, as a result of the hindrance, supply and/or acceptance is delayed by more than eight (8) weeks, either party have the right to cancel the contract.

9. Retention of Title, Passing of Risk

9.1. Title and risk in the Products shall pass from Seller to Buyer at Buyer's shipping address. The risk of destruction, loss or damage shall pass to Buyer upon dispatch of the goods or, if they are collected by Buyer, at the time they are placed at Buyer’s disposal.

9.2. Title to the goods shall not pass to Buyer until he has fulfilled all liabilities arising from his business connection with Seller, which shall include settling accessory claims and claims for damages and honoring bills.

9.3. If the Buyer defaults in his obligations to Seller, Seller shall have the right, without granting a respite, to demand the return of the goods to which he retains title.

10. Liability

10.1. Liability of Seller for any loss or damage suffered by Buyer and arising by reason of defects in Seller products is limited to the invoice price of the same products.

10.2. Any liability accepted by Seller under these terms and conditions is in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the products.

10.3. Buyer has the responsibility to verify the hazards and to conduct any further research necessary to learn the hazards involved in using products purchased from Seller.

10.4. Buyer realizes Seller's products are intended primarily for research purposes and may not be on the Toxic Substances Control Act (TSCA) inventory, nor listed under the European Inventory of Existing Commercial Chemical Substances (EINECS) listing.

11. Patent Disclaimer

11.1. Seller does not warrant that the use or sale of Seller's products will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any progress.

11.2. Buyer is required to ensure that his use of any products supplied by Seller do not infringe third party intellectual property rights.

12. Warranties

12.1. Seller warrants that its products shall conform to the description provided to Buyer through Seller's literature. This warranty is exclusive, and Seller makes no other warranty or fitness for any particular purpose.

12.2. Seller's warranties shall not be effective if Seller has determined that Buyer has misused or failed to use the products in accordance with industry standards and practices, or with instructions, if any, furnished by Seller.

12.3. Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective shall be replacement without charge or refund, in Seller's sole discretion, upon the return of such products.

12.4. Seller shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the products.

13. Buyer's Use of Products

13.1. The Products are intended for laboratory research purposes only, and are not to be used in other uses such as components in drugs, human or animal use, medical devices, cosmetics, food additives, household chemicals, agricultural or horticultural products.

13.2. Buyer acknowledges that the Products have not been tested by Seller for safety or efficacy in any particular application unless otherwise stated in Seller's written materials.

13.3. Buyer expressly represents to properly test and use products purchased from Seller and/or materials produced with products purchased from Seller in accordance with the practices of a reasonable person who is an expert in the field, and in strict compliance with all applicable laws, regulations, protective clothing and safety measures recommendations.

13.4. Buyer further warrants to Seller that any material produced with products from Seller shall not be adulterated or misbranded.

14. Quality and Technical Assistance

14.1. The properties of the goods shall only include the properties as stated in the product descriptions, specifications and labeling of Seller. Public statements, claims or advertising shall not be classed as information on the properties of the item for sale.

14.2. All specifications for Seller's products are indicative and therefore subject to change. Buyer shall refer to the Seller's website for the most recent specifications of a given product, although this may not be the lot or part number that Buyer will obtain.

14.3. Certificates of Analysis for a specific lot, are available on request. No return of products will be accepted where Buyer have imposed his own quality parameters unless agreed in writing by Seller.

14.4. At Buyer's request, Seller may provide technical assistance and information with Seller's products. Seller makes no warranties of technical assistance or information provided by seller or seller's personnel. Any suggestions by Seller regarding use or suitability of the products shall not be construed as an express warranty.

14.5. Seller’s advice shall not release Buyer from the obligation to test the products as to their suitability for the intended applications. The uses of Seller's products are beyond Seller’s control, and therefore entirely Buyer’s responsibility.

15. Export Compliance

15.1. Seller's products, programs, and services are subject to Swiss export laws and international agreements. Buyer assumes the responsibility of abiding these regulations along with applicable foreign laws.

15.2. Buyer represents not being in a sanctioned country nor being an individual or an entity whose access to Seller's products is restricted by Swiss export laws and/or international agreements.

16. Trademarks

16.1. Buyer shall not have the right to refer to the Seller’s products when offering substitute products, nor to use the Seller’s product designations together with any designations for substitute products.

16.2. When using Seller’s products for manufacturing purposes or when processing them into new products, Buyer shall not have the right, without the Seller’s prior consent, to use Seller’s product designations.

17. Governing Law

17.1. Any dispute concerning the Products and/or these Terms and Conditions of Sale shall be governed by the laws of Switzerland and brought to the courts of Lausanne, Switzerland.

18. Miscellaneous

18.1. If any provision of these Terms and Conditions of Sale shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

Rev. 11.05.11