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General Terms & Conditions of Sales and Delivery (GTC-SD)

1. General

1.1. These General Terms & Conditions of Sales and Delivery (GTC-SD) apply to all Buyer orders for any supply of Products and Services by Anavia AG ("ANAVIA"). They shall form an integrated part of the Contract and shall prevail over all other terms and conditions unless stated otherwise in a signed sales agreement that the supply of Products and Services form part of.

1.2. Any terms and conditions of the Buyer relating to the ordering and purchase of Products and/or Services of the Seller are hereby rejected and shall be invalid. Any other agreements and material declarations by the contracting Parties must be made in writing.

1.3. A sales and delivery contract with the Buyer is concluded only upon written acceptance by a written order confirmation by ANAVIA. This also applies if the Buyer's order was preceded by an ANAVIA offer.

1.4. Electronic signatures that are communicated by email or other means of communication are permitted and binding. Such signatures, where possible, replace a physical signature.

1.5. If any provision of these GTC-SDs should prove to be wholly or partially ineffective or impractical, the contracting Parties will replace this provision with a new agreement that most closely approximates their legal and business goals.

2. Definitions

2.1. "Contract" shall mean a legally binding sales contract for the sale and purchase of Products and/or Services between the Parties.

2.2. "Parties" shall mean ANAVIA (as the Seller) and the Buyer.

2.3. "ANAVIA" shall mean the Seller.

2.4. "Buyer" shall mean the person or legal party whose order for Products and/or Services have been accepted by ANAVIA and agreed upon in a Contract.

2.5. "Products" shall mean the unmanned helicopters, aircraft components, accessories, sensors and other payloads, spare parts, ground support and test equipment, technical publications, pilot equipment, training and other services, and any other products used for or associated with the operational support of ANAVIA unmanned helicopters.

2.6. "Services" shall include, but not be limited to, training, repair, maintenance and overhaul services on ANAVIA unmanned helicopters provided by ANAVIA personnel and/or its field service engineers in accordance with a Contract.

3. Quotation and Purchase Order

3.1. Any quotation issued by ANAVIA to the Buyer may be withdrawn at any time at the discretion of ANAVIA. Quotations without an acceptance period are not binding. Quotations are therefore not valid for the Buyer without a legally binding order confirmation from ANAVIA.

3.2. Purchase orders issued by the Buyer must be received by ANAVIA within the validity period of the offer and shall only be valid if they fully comply with all terms and conditions of the respective ANAVIA offer.

3.3. Contracts shall become effective after ANAVIA has issued and the Buyer has received a duly signed order confirmation.

3.4. The Buyer's purchase order shall specifically include purchase order number, part number, description of Products and/or Services, quantity, shipping address, delivery date(s) and prices in accordance with and within the validity period of the ANAVIA offer.

3.5. Anytime, ANAVIA is authorized to make any improvements changes to increase safety, compliance, performance or durability of Products if such changes do not cause a price increase.

4. Prices

4.1. Unless otherwise agreed in writing, all prices are net and ex-works (exclusive of freight, packaging, insurance and duties) ANAVIA facility, Näfels, Switzerland (Incoterms 2020). All other costs such as freight, packaging, insurance, export logistics, import, taxes and other duties or permits will be at the Buyer's expense. Unless otherwise agreed in writing, Incoterms 2020 shall apply to the Buyer's order.

4.2. The Buyer shall pay any other types of taxes, duties, charges and fees which are levied in relation to the Buyer contract. Buyer will reimburse ANAVIA for these costs if ANANVIA had to pay such costs directly to execute the Buyers order.

4.3. ANAVIA reserves the right to adjust prices if (a) currency exchange rates to the Swiss Franc ("CHF") or if (b) purchasing prices of components or materials should change of more than 5% between the time of quotation and contractual fulfilment until the last payment has been fully executed by the Buyer and received by the Seller.

4.4. ANAVIA reserves its right to adjust prices for Buyer specific Products and Services if (a) Buyer changes the design, material and/or execution for Buyer specific Products and Services, if (b) documents supplied by the Buyer did not correspond with the actual circumstances or were incomplete or not correct or if (c) necessary changes to increase safety, compliance, performance or durability cause a price increase. In these cases, prices will be adjusted in-line with the effective increased costs.

4.5. ANAVIA shall not be liable and shall not pay for any costs in relations to regulations, standards or local requirements which the Buyer needs to comply in order to operate its unmanned helicopter, other Products and/or Services. The Buyer shall however notify ANAVIA if regulations or standards have changed which the Buyer needs to comply with in order to operate its unmanned helicopter, other Products or Services.

5. Buyer Specific Adaptations and Payload Integration

5.1. Buyer might order Buyer specific adaptations to Products and Services for instance for Buyer specific payload integration. ANAVIA will confirm such Buyer specific adaptations only by a written order confirmation.

5.2. Required technical documentations, drawings and calculations of such Buyer specific adaptations remain property of ANAVIA. Buyer will have access to documentation necessary to operate the aircraft or documentation required for national authorities.

5.3. Required tooling of any type necessary to perform Buyer specific adaptations, apart from those provided by the Buyer, will remain the property of ANAVIA.

5.4. ANAVIA will bear the storage costs for tooling provided by the Buyer during the first 12 months after the first delivery of the Products, thereafter the storage costs will be fully born and paid at the begin of each calendar year by Buyer. Maintenance costs of such tooling will be borne in all circumstances by the Buyer.

6. Delivery

6.1. Unless otherwise agreed in writing, ANAVIA shall deliver all Products and/or Services according Incoterms 2020 at date of the Buyer's order. Therefore freight, packaging, insurance, export logistics, import and other duties or permits is at Buyer's expense and at Buyer's risk. Insurance against damage of any type is the Buyer's responsibility.

6.2. All delivery dates are non-binding estimates only. The Buyer shall have no right to terminate the Contract in case of delivery delays. In case of gross negligence by ANAVIA, which causes delivery delays of more than 180 days, the Buyer shall have the right to terminate the Contract. Contracts for Products with Buyer specific adaptions are not subject to such termination right.

6.3. Products which have been delivered in accordance with this clause shall not be returned by the Buyer without the prior written consent of ANAVIA.

6.4. ANAVIA shall be entitled to deliver the Supplies in partial shipments.

6.5. The Buyer shall be the responsible importer of record of the Products.

7. Terms of Payment

7.1. Unless otherwise agreed, the Buyer's payments must be made according to ANAVIA's payment schedule 30 days from invoice date, unconditionally, without any deduction of discounts, withholdings, set-off or counterclaims, expenses, taxes, duties, charges, customs fees, levies, import duties, fees, bank charges and similar charges.

7.2. Offsetting mutual claims arising from or in connection with this contract is only possible with an acknowledged or legally enforced counterclaim. If the Buyer is required under any mandatory law to make any such deductions, withholdings, set-off or counterclaims, the Buyer shall pay such additional amounts as may be necessary to ensure that ANAVIA receives a net amount equal to the full amount which ANAVIA would have received had payment not been made subject to such deductions, withholdings, set-off or counterclaims.

7.3. Payment due dates must also be respected if transport, delivery, assembly, operating of the aircraft(s) or acceptance of any other Products or Services are delayed or become impossible for reasons not attributable to ANAVIA.

7.4. If some Products are missing or if additional work proves to be necessary but do not make it impossible to operate safely the unmanned helicopter, other Products and/or Services, payment due dates must also be respected.

7.5. If any agreed deposit or payment is not paid in time as outlined in the contract, ANAVIA will be entitled to enforce the contract or withdraw from the contract and, in both cases, to demand compensation.

7.6. If the Buyer fails to meet the agreed payment due dates, late payment interest will be due without reminder from the due date at the rate imposed by Swiss banks for unsecured current account loans, but at least 5%. Payment of late payment interest will not exempt the Buyer from its duty of payment, its other contractual obligations, or its obligation to pay compensation.

8. Reservation of Title

8.1. ANAVIA will retain title to all its supplies and services until it has received payment in full in accordance with the contract.

8.2. By entering into the contractual relationship, the Buyer authorizes ANAVIA to have the retention of title registered in the relevant registers (if applicable by law in the respective Territory) in accordance with the legal provisions. The Buyer is obliged to sign the necessary documents for this purpose.

9. Lead Time

9.1. The lead time begins as soon as (a) the contract is concluded, (b) all official formalities of authorities such as export, import and payment permits have been obtained, (c) the agreement of first down payments and any necessary securities to be provided for the order have been rendered and (d) any technical topics have been clarified.

9.2. The lead time is met if, by the end of the lead time, the ready for shipping messages has been sent to the Buyer or if ANAVIA has demonstrated that it is ready to ship Products or to provide the Services.

9.3. A pre-requisite for lead time compliance as per ANAVIA's contractual obligations is conditional with the timely payments and Buyer pro-active co-operation obligations.

9.4. The lead time will be extended by a reasonable time:

  1. if ANAVIA does not receive the information required to fulfil the contract in good time or if the Buyer changes them subsequently, causing a delay of ordered Products and Services;
  2. if obstacles arise which ANAVIA cannot avert despite taking due care, irrespective of whether these occur to ANAVIA, the Buyer or a third party. Such obstacles or impediments include epidemics, pandemics, mobilization, war, insurrection, major operational disruptions, strikes, accidents, industrial disputes, late or faulty supply of the necessary raw materials and sub-systems, semi-finished or finished products, proved rejection of necessary tooling or material, official measures or prohibitions, natural events; and
  3. if the Buyer or third-party defaults on fulfilling their contractual obligations arising from the Contract or previous orders, in particular if the Buyer fails to comply with the GTC-SDs and in particular with its payment(s).

9.5. If a particular date is agreed instead of a lead time, this date is equivalent to the last day of a lead time; sections 9.1 throughout 9.4 apply accordingly.

9.6. The Buyer will not be entitled to withdraw from the Contract of ordered Products and Services or have any other claims such as a price reduction or compensation due to delay in delivery of ordered Products and Services.

9.7. This restriction does not apply to unlawful intent or gross negligence on the part of ANAVIA.

10. Transfer of Risk and Title

10.1. The risk and benefit shall pass to the Buyer no later than on the date of shipping of ordered Products or, for Services, no later than at the date of completion of executed Services.

10.2. If shipping is delayed at the Buyer's request or for other reasons not attributable to ANAVIA, the risk transfers to the Buyer shall be at the time originally planned for shipping (ex-works). From this time on, the Products will be stored and insured at the Buyer's expense and risk.

10.3. Notwithstanding the passing of risks, title to the Products shall not pass from ANAVIA to the Buyer until ANAVIA has received full payment of all outstanding amounts.

11. Export Regulations

11.1. The obligations of ANAVIA under any Contract shall be subject to the timely receipt by ANAVIA of any and all export licenses, permits or export approvals required under Swiss, U.S. and any other applicable export control laws and regulations, court decrees, administrative orders etc.

11.2. Within thirty (30) days of any written request by ANAVIA, the Buyer shall provide ANAVIA with any certificates of destination, import declarations, end-user certificates, non-transfer certificates which are required for obtaining any export licenses, permits or export approvals.

11.3. Notwithstanding any other provision herein, ANAVIA shall have no liability and no obligation to provide substitute Products or Services, nor shall ANAVIA deemed to be in breach of a Contract if any government withdraws or fails to issue or renew any export license or other official authorization required for the delivery of any Supplies or Services or any part thereof.

11.4. Should ANAVIA fail to obtain any required licenses, permits or export approvals, or should any issued license, permit, export or re-transfer approval be withdrawn or delayed, such failure, withdrawal or delay shall be considered as a Force Majeure event.

11.5. BUYER WILL ALWAYS COMPLY WITH ANY AND ALL REQUIREMENTS IN RELATION TO THE NATURE OF ANAVIA'S DUAL-USE GOODS AS GOVERNED BY THE WASSENAAR AGREEMENT OR ANY ADDITIONAL SWISS GOVERNMENTAL REQUIREMENTS. BUYER UNDERSTANDS AND COMPLIES OVER THE ENTIRE USE OF ALL PURCHASED AND / OR OPERATED UNMANNED ANAVIA HELICOPTERS AND RELATED PRODUCTS AND SERVICES THAT ANAVIA PRODUCTS CANNOT BE ARMED AND USED FOR DEFENSIVE OR OFFENSIVE MILITARY PURPOSES.

12. Inspection and Acceptance

12.1. Testing and inspection of the Products shall be made in accordance with the ANAVIA's quality assurance procedures. Unmanned helicopters, other Products and/or Services will ship with a declaration of conformity. Should the Buyer demand Buyer specific inspections and quality assurance measures, the Buyer needs to order such requests in writing to ANAVIA.

12.2. The Buyer must inspect the Products and Services within a reasonable period but no later than 10 business days upon the arrival of Products or delivery of Services and notify ANAVIA in writing of any defects or non-conformances without further delay. If it fails to do this, the Products and/or Services will be deemed to have been accepted.

12.3. ANAVIA must rectify any defects notified in accordance with section 12.2 as quickly as possible. The Buyer must give ANAVIA the opportunity to do so. After rectification, an acceptance test will be performed at the request of the Buyer or ANAVIA (at ANAVIA's cost).

12.4. Defects of any type in (part) deliveries or (partial) services will not give the Buyer any rights or claims except those explicitly cited under warranty and liability for defects.

13. Shipping, Transport and Insurance

13.1. Any special requests in respect of shipping, transport and insurance must be notified to ANAVIA no later than at the time of order.

13.2. The Buyer must direct any complaints relating to logistics to the respective logistics provider without delay on receipt of the Products and its freight documents. ANAVIA shall be informed no later than 48 hours thereafter.

13.3. Unless otherwise agreed in writing, delivery is ex-works. Incoterms 2020 at date of the Buyer order shall apply.

14. Quality Standard, Compliance to ANAVIA Manuals and Regulations

14.1. ANAVIA is a Swiss company specializing in unmanned aerospace products and services. Products are developed, manufactured and tested in a quality-controlled environment.

14.2. The Buyer must operate and maintain the Products strictly according ANAVIA's flight manual. The Products must only be piloted by aircraft type-trained and released pilots from ANAVIA.

14.3. The Buyer is to review before ordering of Products and Services the local regulations and standards relating to the Products and its operation. By signing a Contract with ANAVIA the Buyer confirms that it will comply with the applicable local regulations and standards. The Buyer confirms by ordering Products and Services from ANAVIA that ANAVIA Products and Services (including Buyer specific adaptations and payload integrations) comply with the regulations and standards at the domicile of the Buyer.

14.4. Should Products and Services not comply with regulations and standards at the domicile of the Buyer, the Buyer will inform ANAVIA in writing of any related concerns before ordering Products and Services.

14.5. The Buyer is responsible to record and store all flight and service data and provide this data on request to ANAVIA. In case of warranty, liability or defects ANAVIA shall be granted full access to such data. In case the Buyer cannot or does not want to grant full data access, ANAVIA shall reject any claims on warranty or any other liability.

15. Warranty, Liability for Defects

15.1. Warranty period

ANAVIA warrants that its Products are free from defects in material and workmanship for a period of twelve (12) months or two-hundred-fifty (250) operating hours, whichever period expires first, such periods to be calculated from the date of delivery from ANAVIA's facility.

ANAVIA warrants that used Products which have been repaired, overhauled or maintained by ANAVIA are free from defects in material (delivered or incorporated) and workmanship for a period of six (6) months, such periods to be calculated from the date of delivery from ANAVIA's facility.

The warranty period begins on the shipping day of the Products. If shipping is delayed for reasons not attributable to ANAVIA, the warranty period will end no later than 12 months after the date the ready for shipping notification has been sent (or the above indicated max. number of operating hours). In the case of ANAVIA regular maintenance or repair services, the warranty commences on date of completion of the service provision or after notification of the service or repair on site at the Buyer.

ANAVIA'S warranty shall apply exclusively to Products purchased directly at ANAVIA and Services performed by ANAVIA. ANAVIA rejects any warranty for products not purchased directly at ANAVIA and services not performed by ANAVIA.

15.2. Warranty expiration

THE WARRANTY WILL EXPIRE PREMATURELY IF (a) BUYER STAFF NOT TRAINED BY ANAVIA MAINTAIN THE AIRCRAFT AND IF MAINTAINANCE IS NOT IN ACCORDANCE WITH ANAVIA'S FLIGHT OPERATION AND OR MAINTENANCE MANUAL, IF (b) ANY NONEAPPROVED THIRD PARTY MAINTAIN THE AIRCRAFT, IF (c) THEY MAKE IMPROPER CHANGES OR REPAIRS, IF (d) NOT ORIGINAL ANAVIA SPARE PARTS ARE USED, IF (e) IN THE EVENT THAT A DEFECT HAS OCCURRED, THE BUYER FAILS TO TAKE APPROPRIATE DAMAGE-LIMITATION MEASURES IMMEDIATELY AND / OR DOES NOT GIVE ANAVIA THE OPPORTUNITY, IN WRITING, TO RECTIFY THE DEFECT, IF (f) THEY OPERATE THE AIRCRAFT WITH PILOTS WHICH WHERE NOT OFFICIALLY TRAINED BY ANAVIA AND HAVE NOT PASSED SUCCESSFULLY THE ANAVIA TYPE RATING CLASS, IF (g) DEFECT WAS CAUSED BY FLUID CONTAMINATION (FUEL, HYDRAULIC, NITROGEN OR LUBRICATION), IF (h) DAMAGE WAS CAUSED DURING THE USE OF THE SUPPLIES IN COMPETITION FLIGHTS, WHILST TRYING TO ESTABLISH FLIGHT RECORDS OR EXPERIMENTAL FLIGHTS BEYOND OPERATING LIMITS, OR NOT IN CONFORMANCE WITH APPLICABLE TECHNICAL MANUALS, IF (i) DEFECT RESULTED FROM OTHER CAUSES SUCH AS, BUT NOT LIMITED TO, NORMAL WEAR OR TEAR, CRASHES, COMBAT, FORCE MAJEURE, MISUSE, NEGLIGENT USE OR UNAUTHORISED MODIFICATION, IF (j) BUYER HAS NOT TAKEN ALL PRECAUTIONS TO MITIGATE DAMAGES AND/OR IF (k) BUYERS DID NOT RECORD, STORE AND SHARE ALL FLIGHT AND SERVICE DATA WITH ANAVIA.

15.3. Liability for defects in materials, design and execution

ANAVIA undertakes, at the written request of the Buyer and excluding any other claims, to rectify, to repair or replace at its discretion as quickly as possible any parts of ANAVIA Products that is proven to be defective, became harmful or unusable prior to expiry of the warranty period due to faulty materials, poor design or defective workmanship.

ANAVIA will bear the costs of replacement or repair done in its factory. Costs of replacement and repair outside the ANAVIA factories will be borne by the Buyer. All transportation costs, the risk during transportation to and from ANAVIA or the site designated by ANAVIA, as well as all taxes, duties and other charges shall be borne by the Buyer.

Replaced parts will become the property of ANAVIA.

15.4. Liability for warranted properties

Liability for warranted properties is only accepted for those properties that are explicitly designated as such in the order confirmation. The warranty shall apply only until expiry of the warranty period at the latest, unless a longer period has been warranted. If the warranted properties are not fulfilled or are only partially fulfilled, ANAVIA will be entitled to perform improvement work. The Buyer must give ANAVIA the necessary time and opportunity to do so. If this improvement fails or is only partially successful, the Buyer can claim a reasonable price reduction.

15.5. Exclusion of liability for defects

ANAVIA's warranty and liability excludes damage to Products supplied by ANAVIA which can be proven not to be due to poor materials, faults design or defective execution e.g. damage as a result of general wear, fracture or excessive stress, overload, improper maintenance, unsuitable fuel, lubricants and auxiliaries, failure to comply with ANAVIA'S flight operation and or maintenance manual and respective instructions, as well as due weather conditions, air pollution, electric or chemical influences and interference with other products, systems or due to other reasons not attributable to ANAVIA.

15.6. Warranty expires with non-approved sub-contractors

The warranty will expire immediately if a non-approved (by ANAVIA) third party sub-contractor repairs, maintains or services the aircraft.

15.7. Exclusivity of warranty claims

The Buyer shall have no rights or claims due to defects in materials, design or execution or absence of warranted properties except those explicitly cited in sections 12.1 to 12.5, and in particular shall have no claims to annulment or compensation.

15.8. Liability

ANAVIA will only accept liability for claims by the Buyer due to defective advice etc. or due to infringement of any secondary obligations in the event of unlawful intent or gross negligence.

Unless otherwise explicitly provided for in these GTC-SDs, all representations, warranties and guarantees in relation to the Products and/or Services, whether express or implied, statutory or otherwise, are herewith excluded and except as provided for in the section below, ANAVIA shall not be liable in contract, tort, breach of statutory duty or any other legal theory for any injury, death, destruction, loss or other damage whatsoever arising out of or in connection with Products and/or Services.

The liability of ANAVIA is limited to gross negligence or willful misconduct of ANAVIA and/or its own personnel. The liability is limited to the compensation for proven direct damages and in any case limited to the value of the Products and/or Services delivered under the respective Contract.

ANAVIA shall not be liable for special, indirect, incidental or consequential damages of any kind including, but not limited to, loss of revenue, loss of use, cost of capital or cost of interruption of operation however caused.

ANAVIA assumes no obligation to insure any aircraft, components, parts or equipment located on its premises which belong to the Buyer.

The warranty rights and persuasions cannot be ceded to third parties without the prior written consent of ANAVIA.

The Buyer will follow ANAVIA's return of products processes for Products under warranty or for repair.

16. Documentation and Information

16.1. Any documentation and data disclosed to the Buyer under a Contract shall remain the exclusive property of ANAVIA. The Buyer shall keep confidential and not disclose (active or passive) such proprietary documentation and data to any third party without the prior written consent of ANAVIA.

16.2. ANAVIA undertakes its best efforts to ensure the accuracy of all descriptions, diagrams and other information contained in documentation issued by ANAVIA, such descriptions, diagrams and other information are delivered for convenience only and shall not be deemed to constitute any representation, warranty or undertaking on the part of ANAVIA unless specifically agreed so by ANAVIA in writing.

16.3. Any data contained in catalogues, leaflets, brochures, circular letters, advertisements, websites, social media such as plans, drawings, sketches, wiring diagrams, illustrations and weight schedules are not reviewed at all times by the respective nominated staff of ANAVIA and therefore shall not be binding upon ANAVIA.

16.4. Unless otherwise agreed, the only legally binding information are quotations and order confirmations of our sales representatives, as well as the officially released documents by ANAVIA's Accountable Manager (ACM) or its Head Quality and Compliance.

16.5. FLIGHT AND MAINTENANCE MANUAL AND OTHER OFFICIAL TECHNICAL DOCUMENTS ARE ONLY LEGALLY BINDING IF THESE ARE EXPLICITLY RELEASED AND SIGNED BY ANAVIA'S ACM.

16.6. OPERATION OF THE PRODUCTS IS ONLY ALLOWED IN ACCORDANCE WITH THE LATEST REVISION OF THE ANAVIA'S FLIGHT OPERATION AND MAINTENANCE MANUAL AND OTHER TECHNICAL DOCUMENTS, WHICH ARE MARKED AS "ANAVIA LEGALLY BINDING DOCUMENT".

16.7. Each Party reserves all rights to plans and technical documents it provides to the other Party. The receiving Party acknowledges these rights and will not disclose the documents in full or in part to third parties without the prior written consent of the other Party or use them for any purpose other than the one for which they were supplied.

17. Software

17.1. Any software supplied by ANAVIA will remain the full property of ANAVIA or its licensor. The Buyer will be granted a personal, non-exclusive, non-transferable license to use the software in direct connection with the supplied Products. The Buyer acknowledges the confidential nature of the software.

17.2. Except as otherwise specified in writing by ANAVIA, the Buyer shall not use such software for any purposes other than the purposes of the Contract, nor shall such software be copied or modified by the Buyer, its agents, employees or subcontractors or disclosed by them to any third party.

17.3. The warranty for software is limited to defects that cause unacceptable defects in the functioning of the aircraft, remote ground control station units or payload systems. ANAVIA will replace the software with software that is free of defects. ANAVIA shall also not be liable for any infringement of third-party property rights by the software.

17.4. Certain Software provided under this Agreement shall be subject to an annual licence fee. The Buyer agrees to remit the applicable annual license fee to ANAVIA within thirty (30) days from the date of receipt of each corresponding invoice.

18. Non-Performance, Poor Performance and Consequences Thereof

18.1. In all cases of poor performance or non-performance that are not otherwise governed, in particular if (a) for no good reason, ANAVIA starts to execute the Products and Services so late that completion on schedule can no longer be foreseen, if (b) execution contrary to Contract is definitely foreseeable for reasons attributable to ANAVIA or (c) if Products and Services are executed contrary to Contract for reasons attributable to ANAVIA, the Buyer shall be authorized to set ANAVIA a reasonable deadline for compliance. A deadline of twelve-months duration shall be considered as reasonable.

18.2. If ANAVIA fails to do so and the deadline for compliance is not met for reasons attributable to ANAVIA, the Buyer can withdraw from the Contract in respect of the Products or Services that have been executed contrary to Contract or for which this can definitely be foreseen. In this case, Buyer can claim back any payments that have already been made by Buyer in respect of the unused portion.

18.3. In such a case, the provisions of section 19 will apply in respect of any claim for compensation by the Buyer and exclusion of further liability and the claim for compensation will be limited to 5% of the contract price for the Products and Services for which the Buyer has withdrawn from the Contract.

19. Exclusion of Further Liability

19.1. The Buyer shall have no other claims than those explicitly cited in these conditions, irrespective of the legal grounds on which they are based, in particular any claims for compensation, price reduction or withdrawal from the contract that are not explicitly cited.

19.2. Under no circumstances shall the Buyer have any claim to compensation for harm that has not occurred on the supplied Product itself, such as operation stoppage, loss of use, loss of orders, loss of profit or any other direct or indirect harm. These restrictions do not apply to unlawful intent or gross negligence by ANAVIA, but they do apply to unlawful intent or gross negligence of auxiliary persons.

19.3. ANAVIA assumes no liability for materials, components and parts which have been delivered to ANAVIA by the Buyer for further integration, testing or other processing work.

19.4. All claims of the Buyer with respect to the damage caused to materials, components and parts, which were supplied by the Buyer or its suppliers to ANAVIA, and which are the result of faulty design or defective execution at ANAVIA, are excluded.

19.5. ANAVIA will fully pay for cost of repair, improvement or new execution of work and services which are incurred in its own factory. Cost of replacement of delivered materials, components and parts and repair outside ANAVIA are explicitly paid and borne by the Buyer.

20. Part Deliveries and Partial Services

20.1. If part deliveries are to be made, the acceptance and warranty based on these GTC will be applied separately. The same applies if Services are provided which are or can be used by the Buyer in steps.

21. ANAVIA Right of Recourse

21.1. If actions or inaction by the Buyer or its auxiliary persons should injure persons, damage the property of third parties or should any other harm arise and claims are made against ANAVIA as a result, the latter shall have a right of recourse against the Buyer.

21.2. The Buyer will hold ANAVIA harmless.

22. Translation

22.1. ANAVIA's legal binding documents are exclusively in English. If there should be discrepancies between documents in English and those not in English, the English documents shall prevail exclusively.

23. Intellectual Property and Data Protection

23.1. Nothing in the Contract shall affect or change the ownership of background intellectual property of ANAVIA or the respective third parties. All foreground intellectual property which is developed under a Contract shall vest on its creation in ANAVIA, regardless of whether or not it forms part of the Products or Services.

23.2. ANAVIA shall have the right to store, to communicate to process and delete person related data of Buyer in the framework of their business relations.

23.3. The Parties shall undertake to keep any data and knowledge obtained in the course of their business relationship absolutely confidential vis-à-vis third parties.

24. Confidentiality

24.1. The Contract, offers, order confirmations, manuals and all other material documents and information supplied by ANAVIA to the Buyer, its agents, employees or subcontractors under a Contract shall be treated confidential. Their use and disclosure shall be strictly limited to those persons who have a need to know for the proper performance of a Contract and the Buyer shall not disclose any such information to any third party without the prior written consent of ANAVIA.

25. Termination for Convenience

25.1. ANAVIA may terminate any Contract at any time in whole or in part, subject to thirty (30) days prior written notice to the Buyer. Such notice shall specify the extent to which the Contract is terminated and the effective date of such termination.

25.2. ANAVIA shall reimburse any unused advance payment received in respect of the terminated part of a Contract. ANAVIA shall not be liable for any costs or damages incurred by the Buyer due to such termination.

26. Termination by the Buyer

26.1. The Buyer may terminate the Contract at any time upon sixty (60) days prior written notice to ANAVIA.

26.2. Upon receipt of the termination notice, the Buyer shall pay liquidated damages to ANAVIA which shall be calculated as follows:

  1. If the termination notice is received 4 weeks after order confirmation: thirty (30%) percent of the value of the terminated item(s);
  2. If the termination notice is received on or before six (6) weeks prior to the scheduled delivery date: fifty (50%) percent of the value of the terminated item(s); or
  3. If the termination notice is received on or before four (4) weeks prior to the scheduled delivery date: one hundred (100%) percent of the value of the terminated item(s).

26.3. The Buyer shall bear all costs and expenses resulting from such termination including, but not limited to, material commitments with subcontractors and suppliers, material on hand, work in process and manufacturing expenses if and to the extent such costs and expenses exceed the liquidated damages set out in clause.

26.4. Payment of these charges shall be due within thirty (30) days from the date of invoice.

27. Jurisdiction and Applicable Law

27.1. The jurisdiction and place of performance for the Buyer and ANAVIA is the domicile of ANAVIA. ANAVIA is entitled to prosecute the Buyer at its domicile.

27.2. The legal relationship is subject to the material Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980, Federal Law Gazette No. 1988/96.