General Terms and Conditions (GTC)

1. Scope of application

These General Terms and Conditions (hereinafter "GTC") of Reasco Immobilien AG (hereinafter "Reasco") apply to all agreed services and deliveries of Reasco, irrespective of the type and legal nature of the respective contract. General terms and conditions of the contracting party, buyer, purchaser or client (hereinafter "Customer") shall not apply unless they have been expressly recognised by Reasco in writing.

2. General obligations of Reasco

Reasco undertakes to perform the services as conclusively specified in the offer/contract, including any annexes. Information in technical documents of Reasco or third parties is binding only insofar as this has been expressly assured in writing. Reasco performs its services with due care and the requisite expertise and on schedule. Reasco provides the qualified personnel required for the smooth performance of the services. Reasco undertakes to comply with the applicable occupational safety regulations and ensures that all social security contributions, withholding taxes and other compensation payments are accounted for and paid in accordance with the law.

3. General obligations of the Customer

The Customer remunerates Reasco for all contractually agreed services and for all services additionally requested by the Customer. The Customer is obliged to provide Reasco, unprompted and in good time, with the information required to perform the agreed services in a suitable form. In particular, the Customer ensures that Reasco is informed of the internal rules applicable at the individual sites (in particular site-specific safety regulations). The Customer guarantees the access authorisations and provides the premises and areas required for the performance of the services (storage areas, offices, etc.) free of charge. When a property is taken over, the Customer grants Reasco a period of one month from the takeover of the property to inspect the property for any material defects existing at the time of the takeover.

Such defects are notified by Reasco in writing. The Customer provides Reasco free of charge with the water, electricity, etc. required to perform the services. The Customer grants Reasco the necessary powers of representation and authorisations required for the proper performance of the services. Where necessary, the Customer issues a written power of attorney in favour of Reasco if Reasco has to prove its authority as the Customer's representative. All powers of representation and authorisations expire automatically upon termination of the contract. If the Customer does not ensure the conditions necessary for Reasco to perform the services, Reasco is released to the corresponding extent from compliance with the obligations and deadlines imposed on it.

4. Use of subcontractors

Reasco is entitled to engage subcontractors to perform the agreed services. Reasco informs the Customer of the engagement of subcontractors.

5. Scope of and changes to the services

The agreed remuneration is based on the agreed scope of services. The scope of services is based on the information provided by the Customer or the documents made available by the Customer. If this information does not correspond to the actual circumstances, or if Reasco was not made aware of circumstances that would have required different or additional material, a different design or a different execution, the corresponding (additional) costs shall be borne by the Customer. Likewise, other changes to the services ordered by the Customer or resulting from amended statutory provisions lead to a corresponding price adjustment. Additional services are invoiced on a time and materials basis.

6. Inspection and acceptance

The Customer shall inspect deliveries and services within a reasonable period and notify Reasco of any defects in writing without delay. If the Customer fails to do so, the deliveries and services are deemed accepted and approved. For defects that are not recognisable, however, Reasco is liable under the warranty pursuant to section 12 only if such defects are notified in writing immediately after their discovery. Carrying out an acceptance test and determining the conditions applicable to it require a corresponding agreement. Acceptance is also deemed to have taken place if the agreed acceptance test cannot be carried out on the scheduled date for reasons for which Reasco is not responsible, or if the Customer refuses acceptance without being entitled to do so, or if the Customer refuses to sign an acceptance report that corresponds to the facts. Acceptance is in any event deemed to have taken place at the latest as soon as the Customer uses deliveries or services of Reasco or these are used by third parties.

7. Remuneration and payment

The Customer shall pay the agreed remuneration; additional services are to be remunerated separately. The payment period is 30 days. If payment is not made within this period, default interest of 5% p.a. is owed without a reminder. Any claims for damages remain reserved. For projects or one-off services lasting longer than 14 days, Reasco has the right to demand payments on account. If the Customer is in arrears with any payment, or if, owing to any circumstance, Reasco has serious reason to fear that it will not receive the Customer's payment in full or on time, Reasco is entitled, without restriction of its statutory rights, to suspend further performance of the contractual work and to demand security from the purchaser. If Reasco does not receive sufficient security, it is entitled to withdraw from the contract and to claim damages. All prices and remuneration are exclusive of the statutory value added tax applicable at the time, unless otherwise agreed in writing. The withholding of payments or set-off by the purchaser on account of any counterclaims is excluded.

8. Documents and records

The Customer provides Reasco with all available information and documents, as well as plans, required for the performance of the services, insofar as these are not publicly accessible or are not to be obtained by Reasco itself. The Customer shall supply any missing information and documents subsequently. If necessary, these may be obtained or newly prepared by Reasco. The corresponding costs shall be borne by the Customer. Information in technical documents of Reasco or of third parties is binding only insofar as this has been expressly assured. Upon termination of the contract, Reasco hands over to the Customer all documents relating to the performance of the services. Any copies of data and documents in IT backups remain reserved.

9. Non-solicitation

The direct or indirect employment of Reasco employees by the Customer is not permitted. This is subject to the express written consent of Reasco to the employment of the employee by the Customer.

10. Retention of title / intellectual property

Goods and works remain the property of Reasco until paid in full. The information, data and intellectual works handed over by Reasco to the Customer, such as documents, projects, drawings, programs, etc., remain the property of Reasco. They may not be made accessible to third parties, in particular to competitors. All information, data and intellectual works that have been provided to the Customer, newly created or produced in connection with a contract shall be handed over to Reasco upon first request, without delay, in full and free of charge on data carriers customary in the industry.

11. Confidentiality and data protection

The parties generally undertake, for the duration of the contractual relationship and after its termination, to treat as confidential all data and information of the other party that they receive in performing this contract, to keep it carefully, not to pass it on to third parties and not to use it for purposes other than the performance of this contract. The duty of confidentiality does not apply to information that is demonstrably publicly known or becomes publicly known without the involvement of the recipient of the information. Disclosure obligations on the basis of an official or judicial decision remain reserved. The parties undertake to grant access to confidential information only to those employees, subcontractors and suppliers who are entrusted with the performance of services under this contract. The parties are obliged to observe the statutory provisions on data protection. They shall impose these obligations on all persons they engage to perform the contract.

12. Warranty

If Reasco is in default with the performance of a service, the Customer shall grant Reasco a reasonable grace period for performance or subsequent performance. The warranty period for deliveries and services of Reasco is 2 years from acceptance pursuant to section 6. The Customer shall notify any defects in writing immediately, but at the latest within 14 days. The warranty expires if the Customer or third parties make improper modifications or repairs, or if the Customer, in the event of a defect, does not immediately take all suitable measures to mitigate the damage and give Reasco the opportunity to remedy the defect.

In the event of defects, Reasco in any case has the prior right to remedy the defect within a reasonable period. Reasco undertakes, upon written request of the purchaser, to repair or replace, at its option and within a reasonable period, deliveries that demonstrably become damaged or unusable before expiry of the warranty obligation as a result of poor material, faulty design or defective workmanship. Replaced parts become the property of Reasco unless this is expressly waived. If the remedy fails or succeeds only in part, the Customer is entitled to a reasonable reduction of the price. If the defect is so serious that the deliveries or services cannot be used for the stated purpose, or only to a considerably reduced extent, the purchaser has the right, after an unsuccessful attempt by Reasco to remedy the defect, to refuse acceptance of the defective part of the deliveries or services.

Excluded from the warranty and liability are all damages that have not demonstrably arisen as a result of poor material, faulty design or defective workmanship of the deliveries or services. Excluded are, for example, damages resulting from the non-compliant condition of installations, buildings, pipes, etc., natural wear and tear, inadequate maintenance, disregard of operating instructions, excessive use, unsuitable operating materials, chemical or electrolytic influences, construction or assembly work not carried out by Reasco, and other reasons for which Reasco is not responsible. Furthermore, Reasco assumes no warranty or liability for the function, performance, quality, etc. of installations, appliances and other materials and services that have not been supplied or performed by Reasco under this contract.

Furthermore, Reasco assumes no warranty for frost and fire damage, unsuitable fuels, overloading, water shortage, or defects arising in boilers through the separation and deposit of limescale, erosion, cavitation, etc., or in boilers, water heaters, pipelines or other system components through corrosion, e.g. rusting, caused by acids, alkalis, gases, air, water containing salt or oxygen, etc., or through other chemical or electrical influences.

13. Liability

In the event of breaches of contract, Reasco is liable for the proven damage unless it proves that it is not at fault. Liability for damage resulting from slight negligence is excluded. Reasco compensates for property damage, on whatever legal grounds, per loss event up to a maximum of the equivalent of the annual contract value. There is no liability for the negligent breach of non-essential contractual obligations. Reasco's liability for indirect damage, consequential damage and loss of profit, business interruptions, loss of production, loss of use, loss of data, etc. is, to the extent permitted by law, excluded in all cases. For damage caused by third parties engaged by Reasco (subcontractors), Reasco is liable only for their careful selection and instruction.

For claims of the Customer due to inadequate advice and the like, or due to the breach of any ancillary obligations, Reasco is liable only in the event of unlawful intent or gross negligence. Except in the event of unlawful intent or gross negligence, Reasco assumes no liability for damage to installations and buildings of the Customer or of third parties, to material provided by the Customer or by third parties, or for any claims of third parties against the Customer. The exclusion of liability and the limitation of liability do not apply to unlawful intent or gross negligence. Nor do they apply in the event of injury to life, body or health, or insofar as mandatory law precludes them. Claims for damages must be notified to Reasco in writing without delay, at the latest 14 days after the occurrence of the damaging event.

14. Default of acceptance

The Customer is liable to Reasco for the damage it causes Reasco by failing to perform, on schedule, its own contractually agreed services that are a prerequisite for a service of Reasco, or by not granting Reasco the access necessary to perform a service. If the Customer is in default with the acceptance of goods, works or services, these are stored at the Customer's expense. Non-acceptance of goods, works or services does not postpone the payment date.

15. Force majeure

Cases of force majeure entitle Reasco to postpone the performance of its services for as long as the event continues. Such delays do not entitle the Customer to revoke or terminate the contract and do not give rise to any claim for damages. Force majeure covers all circumstances for which neither Reasco nor the Customer is responsible and by which the performance of the delivery or service by Reasco is made impossible or unreasonably difficult, such as strikes, lawful lockouts, civil war, acts of terrorism, unrest, natural disasters, import and export bans, shortages of energy and raw materials, etc.

16. Assignment, transfer and pledging

The Customer may not assign, transfer or pledge rights and obligations arising from the contractual relationship with Reasco without the prior consent of Reasco. Reasco will refuse consent only in justified cases.

17. Written form requirement

Amendments and additions to these GTC must be made in writing.

18. Invalid provisions / gaps

Should individual provisions of the GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. An invalid provision shall be replaced by the provision that comes as close as possible to the invalid provision and is compatible with its economic meaning and purpose. Gaps shall be filled by provisions that best correspond to the economic meaning and purpose and to the balance of the agreed rights and obligations of the contracting parties.

19. Applicable law / place of jurisdiction

Substantive Swiss law applies exclusively. The exclusive place of jurisdiction for all disputes is Schaffhausen.