TERMS AND CONDITIONS OF SALES

GENERAL

These requirements constitute the terms and conditions for offers and orders of products and services and for all agreements with NUBES International AG.

The application of terms and conditions of third parties or clients of NUBES International AG is thereby definitively excluded. The client can only refer to deviating regulations if these regulations are approved by NUBES International AG in written form.

QUOTES, ORDERS AND AGREEMENTS

All Quotes from NUBES International AG are non-binding and will be valid for a period of 30 days, unless indicated otherwise. NUBES International AG removes the right for offering the stock for prior sale. The orders and acceptance of quotes by a client are irreversible. A purchase order made by the client cannot be cancelled if NUBES International AG does not provide approval in written form. The client is liable for cancellation costs, which include the sales price and costs for the components and/or services needed for the order.

The only binding orders are fixed written ones. Verbal agreements or commitment by NUBES International AG do not oblige NUBES International AG, unless NUBES International AG confirms them in written form. These terms and conditions are valid for all agreement modifications.

The prices are comprised of the costs for packaging and the certificate of conformity, unless indicated otherwise, but do not include value added tax. The client will additionally pay this. For orders below CHF 250, NUBES International AG reserves the right to charge packaging costs.

DELIVERY TIMES AND CONDITIONS

The delivery Terms are those of FREE CARRIER (FCA) in accordance with INCOTERMS2010 unless indicated otherwise. All shipment and delivery dates are estimated dates. NUBES International AG reserves the right to deliver products or services both in part and/or those that were ordered. NUBES International AG is not liable for any consequences of delivery delays, nor for resulting claims by the client or third parties.

RECEIPT

The client is committed to physically accept the wares at the agreed upon location at the time of delivery. The client is required to make complaints, claims and losses concerning the wares or short-shipments within ten days after receipt of the wares. If these complaints, claims or losses are not submitted within this period, the wares are considered accepted. Replacements, repairs or restitutions require the written approval of NUBES International AG.

PAYMENT

The client is obliged to pay within a period of thirty days of the invoice date, unless another agreement was made. NUBES International AG has reserved the right to require full or partial payment in advance and/or gain insurance for the payment. The client waives the right to settle amounts charged by and between the parties. The payment obligation of the client is not cancelled or suspended by warranty claims.

LIMITED WARRANTY

Wares are guaranteed only according to the limited warranty of wares’ manufacturer. The client recognizes the manufacturer’s warranty for the wares that is passed through by NUBES International AG to the client. The client also acknowledges that the purchaser is to solely address the manufacturer of the wares for all warranty claims, deficiencies, malfunctions, etc. All other warranties, guarantees, representations, obligations and liabilities of Global Aviation & Industry Services are hereby waived and renounced by the client. The client accepts not to make express or implied warranties, warranties of merchantability or of fitness for any purpose or against violation. Whenever deficiencies occur that are reported in time, Global Aviation & Industry Services will, according to their own choice, redeliver the wares to the client free of cost, or credit the client the partial or complete invoice value of the concerned wares.

LIABILITY AND REIMBURSEMENT

In no case will either party be accountable or recover for any random or resulting losses, expenses or damages, save that the client will indemnify and not hold NUBES International AG responsible for any loss, expense or damage that was claimed or obtained by a third party concerning the ware that were sold or used. The client will solely address the manufacturer for any patent, copyright or trademark violation claims. Global Aviation & Industry Services is solely and exclusively liable, as determined by contract, infraction, or otherwise, which will not in any case exceed the paid purchase price by the client for the wares in question.

FORCE MAJEURE

NUBES International AG reserves the right to postpone the delivery date or cancel the contract without liability or modify the wares quantity that was ordered by the client, without liability to the client, if its business is interrupted or delayed by circumstances outside of the reasonable control of NUBES International AG. These circumstances include, without limitations, actions by the government, war, terrorist acts, national emergencies, riots, fires, explosions, floods, strikes, lock outs or other labor conflicts, lack of energy sources or transport infrastructure, acts of God, import limitations, restraints or delays that affect carries or obtainment of supplies.

CONFIDENTIALITY

All documents and/or information concerning prices and trading that are presented by NUBES International AG in any form, both hardcopies and electronically, that are related to quotes or orders, will remain the exclusive property of NUBES International AG. Showing, handing out, copying or submitting these documents and/or information to third parties is not allowed under any circumstance, unless explicit advance approval in written form by NUBES International AG is present.

APPLICABLE LAW

All agreements on sales and services between NUBES International AG and the clients are subject to Swiss Law, excluding the application of the UN Convention of Contracts for International Sales of Goods. All disputes resulting from these terms and conditions will fall under the exclusive jurisdiction of the commercial court in the canton of Zug, Switzerland.

CONFORMITY WITH LAW AND REGULATIONS

The client will impede the sale, assignment or transmission of components or services to individuals that are denied, excluded or sanctioned by the United Nations or the governments of the United States, European Union or Germany. At request the client notifies Global Aviation & Industry Services regarding the end-user, the use of the wares and other parties involved in the transfer of the wares to the end-user. Global Aviation & Industry Services is permitted to cancel the order without being liable for cancellation costs. These charges include penalties of clients and other third parties, when the supply of the wares is either directly or indirectly forbidden by the United Nations or the governments of the USA, EU, or Germany, or in the case that the client does not communicate the necessary information on the end-user.

REACH

If REACh Regulation No. 1907/2006 applies and if the client informs NUBES International AG about a new use in accordance with Art. 37.2 for extending the scope of registration of these wares, its chemical components and/or its amalgamation, combination or solution supplied as prescribed by Art 3.1 and Art. 3.2, it is responsible for providing all information required for the update of the registration and taking on any related additional costs.

SEVERABILITY

Should one or more provisions of these terms and conditions be invalid or inoperative, the invalid or inoperative provisions or elements will be substituted by provisions or elements that realize, insofar possible, the original purpose of these provisions and elements in question in a valid and operative way. NUBES International AG will have the possibility to cancel the whole transaction or continue based on further valid provisions if a replacement is not made.