Standard Business Terms of Sinar Photography AG

Acknowledgment of delivery terms

By signing the sales contract offer of Sinar Photography AG, the purchaser acknowledges the validity of these SBTs.

Deliveries

The customer acknowledges that the products offered by Sinar Photography AG are specialized equipment or equipment parts, which in many cases do not go into production at the manufacturer until after they are ordered. Due to fluctuations in the incoming orders of the manufacturer, their delivery dates can often not be predicted exactly. Sinar Photography AG endeavors to ensure prompt manufacture and delivery. Sinar Photography AG will inform the customer of possible concretizations of the delivery date after the order.

Price basis, transport and handling costs

Our prices are always quoted net, ex works, in euros or swiss francs, excluding VAT.

Deliveries are effected at the expense and risk of the recipient. Transport, packaging and handling costs will be invoiced to the purchaser separately. The same applies to express delivery costs.

For all orders below EUR 60.– / CHF 90.– a small-volume surcharge of EUR 30.– / CHF 45.– will be charged, unless payment is in cash.

Transfer of use and risk

Use and risk are transferred to the purchaser with the dispatch of the sales item ex works.

Terms of payment

Unless otherwise agreed, the invoices of Sinar Photography AG are payable net within 30 days of the invoice date. However, Sinar Photography AG reserves the right to collect on delivery or to match payment with delivery.

In the case of an invoice amount > EUR 9,000.– / CHF 12’000.– a payment of at least a half of the invoice amount must be made in advance.

Delayed payment

For delayed payments, Sinar Photography AG will charge interest on arrears of 12% from the first day after expiration of the payment period without a special reminder. All collection fees will be charged to the purchaser.

After a second reminder, until payment of the accounts receivable in full, Sinar Photography AG reserves the right to impose a suspension of deliveries.

Reservation of ownership

The delivery item remains the property of Sinar Photography AG until payment has been received in full (conditional item).

Until the transfer of ownership, the purchaser must insure the conditional item against loss, breakage, and damage from fire, water and other causes. The purchaser already transfers all rights from the insurance contracts in this regard and their claims against the insurers to Sinar Photography AG now. Sinar Photography AG accepts the transfer.

The purchaser may neither pawn the conditional item nor pledge it as security. In the case of seizures and confiscations or other dispositions, the purchaser must notify Sinar Photography AG without delay.

In the case of unpaid or part-paid deliveries, employees of Sinar Photography AG and other authorized representatives have unrestricted right of access to the premises of the purchaser for the purpose of taking back the products up to the value of the outstanding amount.

Warranty claims

a) Obvious defects
Claims concerning wrong deliveries, shortfalls/missing parts or immediately identifiable material defects must be reported in writing within 5 working days of receipt of the sales item. If the claim is justified, the matter will be redressed through free repair (rectification) or replacement (subsequent delivery). All further claims are excluded. Especially excluded are claims for cancellation of contract, reduction of the purchase price, and compensation for harm or consequential harm caused by a defect.

b) Concealed and other defects
The periods of warranties are

• 1 year for Sinar products
• 6 months for refurbished products
• 3 months for demo and used equipment
• 6 months on repaired parts
• Computers / software as per supplier

In case of a repair or an exchange of a single parts – the warranty period will neither be extended nor interrupted.

The beginning of the warranty period is determined by the invoice date. To enable a claim on the warranty, the written notice of defects must be accompanied by a copy of the invoice.

The warranty will expire prematurely if the purchaser or third parties undertake inappropriate, not approved by Sinar Photography AG, modifications or repairs.

Exempt from the warranty and liability are damages which cannot be proven to result from poor material, flawed construction or inadequate design, e.g. those resulting from incorrect handling, disregard for operating instructions, excessive wear or inadequate maintenance, and from other reasons for which Sinar Photography AG is not responsible.

c) Exclusion of further liability
All breaches of contract and their legal consequences as well as all claims by the purchaser, regardless of their reason, are conclusively regulated in these SBTs. In particular, all claims for compensation, reduction of the purchase price and cancellation of or withdrawal from the contract which are not specifically mentioned are excluded. On no account is the purchaser entitled to compensation for damages which did not arise on the sales item itself, such as especially loss of effectivity, loss of orders, loss of earnings and other direct or indirect damages. This exclusion of liability does not apply to unlawful intent or gross negligence by Sinar Photography AG. Liability of auxiliary personnel is excluded as far as is legally possible.

Amendments / additions

Sinar Photography AG delivers and performs only in accordance with these SBTs, even if this is not expressly stated later with ongoing business relations. Amendments and additions must be made in writing. Deviations from these conditions are only valid if they have been acknowledged in writing by Sinar Photography AG.

Severability clause

Should any clause in these SBTs be or become invalid, this does not affect the validity of the remaining clauses. The invalid clause will be replaced by a clause which as far as possible achieves the business result sought by the contract.

Legal venue and applicable law

All disputes between the parties are the exclusive responsibility of the Swiss courts at the place of business of Sinar Photography AG. The legal relations between Sinar Photography AG and the purchaser – except for the regulations on the reservation of ownership under section 8 of these Standard Business Terms – are exclusively subject to Swiss law. Application of the Vienna Sales Convention (CISG) is in any case excluded.

January 2011 / SF / EF