General Terms and Conditions (innexo AG)

1. General Provisions

1.1 Scope

These General Terms and Conditions (“GTC”) apply to all business relations between innexo AG and its cus-tomers (hereinafter “customer” or “customers”), in particular to the sale and delivery of products and works, the provision of services and orders placed via the online shop. The GTC apply to customers domi-ciled in Switzerland, Liechtenstein and – if offered in the online shop – in member states of the European Union.

1.2 Customer groups

Customers can be both consumers or entrepreneurs. A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor their independent profes-sional activity.

1.3 Priority of individual agreements

Individually agreements between innexo AG and the customer (in particular written individual contracts, offers, order confirmations) shall take precedence over these GTC in case of conflict.

1.4 Incorporation and changes of the GTC

By placing an order in the online shop, by signing a contract or accepting an offer, the customer accepts these GTC as an integral part of the contract. innexo AG is entitled to amend the GTC at any time. The version valid at the time of the order or contract conclusion or order confirmation shall be decisive.

1.5 GTC of the customer

Any general terms and conditions of the customer do not apply, even if innexo AG does not expressly object to them. Any acceptance of deviating terms and conditions requires the express written consent of innexo AG.

2. Conclusion of contract in the online shop

2.1 Product presentations

The presentation of products in the online shop does not constitute a legally binding offer, but rather a non-binding online catalogue. All information (product descriptions, technical data, illustrations, dimen-sions, weights, available quantities, etc.) is subject to change and may be modified at any time.

2.2 Ordering process

The customer places the selected products in the shopping cart and goes through the electronic order-ing process. Before submitting the order, the cus-tomer can change and view the details at any time. By clicking the “place order” button (or a button with a similar meaning), the customer submits a binding offer to conclude a purchase contract for the prod-ucts contained in the shopping cart.

2.3 Acknowledgement of receipt and conclusion of contract

Immediately after submitting the order, the customer will receive an automated confirmation of receipt by email, which confirms receipt of the order but does not yet constitute acceptance. The contract is only concluded upon explicit declaration acceptance (order confirmation) by innexo AG.

2.4 Corrections and rejection

innexo AG reserves the right to reject orders in whole or in part without giving reasons, in particular in the event of late payment, justified suspicion of fraudu-lent intent, unusually large order quantities or lack of availability.

3. Prices

3.1 Currency and tax

Unless otherwise stated, the prices quoted in the online shop and in quotations are in Swiss francs (CHF) or, for EU delivery countries, in euros (EUR). Unless otherwise stated in the online shop, prices include the applicable statutory value added tax in the country of delivery.

3.2 Additional costs

Freight/shipping costs, customs duties, import sales taxes, fees and similar charges shall be borne by the customer, unless expressly stated otherwise in the online shop or in the order confirmation. These costs will be displayed separately to the customer during the ordering process where possible.

3.3 Price changes

innexo AG reserves the right to change prices at any time. The price stated at the time of ordering or order confirmation in the online shop or in the quotation applies to the customer.

4. Terms of payment and default

4.1 Due date

Unless otherwise agreed, invoices are payable within 30 days of the invoice date, net and without deduc-tions.

4.2 Payment methods

The payment methods available in the online shop (e.g. credit card, invoice, prepayment, online pay-ment services) are displayed during the ordering process. Innexo AG may exclude individual payment methods for certain orders without giving reasons.

4.3 Retention of payments

The customer is not entitled to withhold payments due to complaints or other claims or to offset them against counterclaims.

4.4 Default

After expiry of the payment deadline, the customer shall be in default without a reminder being issued, whereby default interest of 5% p.a. shall be payable irrespective of further claims. In addition, a reminder fee of CHF 30.00 shall be charged for each reminder. The right to claim further damages remains reserved. In the event of default in payment, innexo AG shall be entitled to make further deliveries only against ad-vance payment or security deposit, or to cancel current orders.

5. Terms of delivery

5.1 Delivery area

Deliveries are generally made to Switzerland, Liech-tenstein and – if specified in the online shop – to selected states of the European Union. The countries currently available for delivery are displayed in the online shop.

5.2 Scope of delivery

The scope of delivery is determined conclusively by the respective contract or order confirmation from innexo AG and the associated appendices. Additional services require a separate agreement.

5.3 Delivery times

innexo AG endeavours to adhere to specified or agreed delivery times. Delivery times are non-binding unless expressly agreed in writing as binding. Failure to meet a delivery deadline only entitles the custom-er to withdraw from the contract if innexo AG fails to perform despite a written reminder and a reasonable grace period, or if an absolute fixed-date transaction has been expressly agreed, meaning that delivery would be useless to the customer after this deadline. The delivery deadline is deemed to have been met if the notification of readiness for dispatch has been sent to the customer by the end of the delivery peri-od.

5.4 Customer’s obligation to cooperate

The customer undertakes to support innexo AG to the best of its ability in the provision of services and to create all the conditions necessary for the proper provision of services by innexo AG in a timely manner.

If the customer fails to fulfil contractual obligations, in particular cooperation or ancillary obligations such as payment obligations, performance of necessary preparatory actions, creation of access options, etc., or fails to do so in a timely manner, the delivery peri-od shall be extended accordingly.

5.5 Transfer of benefit and risk

Unless otherwise agreed, goods shall be shipped at the customer’s expense and risk from the factory or warehouse of innexo AG. Benefit and risk shall pass to the customer upon handover of the goods to the transport company. If shipment is delayed for rea-sons for which the customer is responsible, the risk shall pass to the customer upon notification of readi-ness for shipment. For services, benefit and risk are transferred to the customer upon termination of the relevant service.

5.6 Transport complaints

Complaints relating to shipping and transport must be addressed by the customer to the last carrier or freight forwarder immediately upon receipt of the deliveries or freight documents.

5.7 Insurance

Taking out insurance against damage of any kind is the sole responsibility of the customer.

6. Inspection and acceptance of deliveries

Innexo AG will check deliveries before dispatch, as it is customary. Further checks must be agreed sepa-rately and paid for separately by the customer.

The customer must inspect the delivery immediately upon receipt and notify innexo AG of any defects without delay. If the customer fails to do so, the de-liveries shall be deemed to have been approved with-out reservation; in this case, any claims against in-nexo AG shall be excluded.

7. Retention of title

innexo AG shall remain the owner of all deliveries until the contractually agreed amount has been paid in full.

In the event of default of payment by the customer or justified assumption that he cannot or will not meet his payment obligations, innexo AG shall be entitled, after expiry of a reasonable grace period, to withdraw from the contract, take back possession of the prod-ucts concerned and claim compensation for the damage incurred.

The customer is obliged to cooperate in measures necessary to protect the property of innexo AG. In particular, by concluding the contract or confirming the order, the customer authorises innexo AG to enter the retention of title in public registers at the customer’s expense and to comply with all necessary formalities at the first request of innexo AG. In the event of late payment or justified suspicion of insol-vency, innexo shall be entitled, after setting a rea-sonable grace period, to withdraw from the contract, take back the products and claim damages.

8. Right of withdrawal and returns

8.1 Statuary right of withdrawal for EU consumers

Consumers resident in an EU member state have a statuary right of withdrawal for online orders in ac-cordance with the statutory provisions, unless a legal-ly stipulated exception applies. The withdrawal period is 14 days from the day on which the consumer or a third party designated by them (who is not the carrier) took possession of the goods.

To exercise the right of withdrawal, the consumer must inform innexo AG of their decision to withdraw from the contract by means of a clear statement (e.g. letter or email). To meet the deadline, it is suffi-cient to send the notice of withdrawal in good time.

8.2 Consequences of withdrawal (EU consumers)

In the event of an effective withdrawal, innexo AG shall refund all payments received from the consum-er, including standard delivery costs, without delay and at the latest within 14 days of receipt of the no-tice of withdrawal. innexo AG may refuse to refund until the goods have been received or the consumer has provided proof of return. The consumer shall bear the direct costs of returning the goods, unless innexo AG expressly agrees to bear these costs. The consumer shall only be liable for any loss in value of the goods if this loss in value is attributable to han-dling of the goods that is not necessary for testing their condition, properties and functionality.

8.3 Exclusion of the right of withdrawal

The right of withdrawal does not apply or expires prematurely in the cases provided for by law, in par-ticular for goods that are manufactured according to customer specifications or clearly tailored to person-al needs.

8.4 Return policy for other customers

Insofar as there is no statutory right of withdrawal (in particular for corporate customers and customers in countries without a statutory right of withdrawal), goods will not be taken back unless they are dam-aged. In exceptional cases, innexo AG may agree to take goods back after prior written consent and under individually agreed conditions; however, there is no entitlement to this.

9. Warranty and liability

9.1 Warranty period

The warranty period is 12 months and begins with the dispatch of deliveries ex works or with the termination of the service.

9.2 Warranty rights

In the event of a defect, innexo AG shall be entitled to fulfil the contract within a reasonable period of time by repairing or replacing the goods. Further warranty claims are excluded to the extent permitted by law.

Any measures taken by innexo AG for the purpose of mitigating damage shall not be deemed to be an acknowledgement of a defect, and negotiations regarding a complaint by the customer shall not be deemed to be a waiver of defences or objections of any kind.

9.3 Exclusion of warranty

The warranty does not cover any defects or malfunc-tions for which innexo AG is not responsible, in partic-ular, but not limited to, those caused by force majeure, external influences, improper handling, unauthorised modifications, inadequate fulfilment of the customer’s obligations to cooperate, and the like.

9.4 Delivery by subcontractors or third parties

When delivering products manufactured or supplied by third parties, innexo AG acts solely as an interme-diary and/or procurer for the customer. The customer must assert any claims, for example arising from manufacturing guarantees provided by the respective third party, exclusively and directly against that third party. Any warranty or other liability on the part of innexo AG for third-party products is excluded.

9.5 General disclaimer

Any liability on the part of innexo AG, including liability for auxiliary persons, indirect damage, consequential damage, loss of profit, force majeure or accident, is excluded to the extent permitted by law.

10. Services

10.1 Subject matter and scope

The subject matter and scope of the services (e.g. engineering, consulting, services, etc.) between in-nexo AG and the customer are set out conclusively in the relevant contract.

10.2 Warranty

The provision of the agreed services by innexo AG shall be carried out to the best of its knowledge and belief. However, the respective recommendations made in the course of the consulting activities are non-binding and any liability towards the client or a third party is excluded, unless otherwise agreed be-tween the parties. In the field of engineering in par-ticular, it should be noted that although the calcula-tions are carried out by innexo AG, the control func-tion lies exclusively with the client. The client under-takes to defend innexo AG against any claims made by third parties.

11. Intellectual property and copyright

All illustrations, drawings, sketches, calculations, computations and other documents and ideas in connection with the respective order or service are at all times the intellectual property of innexo AG and are subject to the copyright of innexo AG. Without the written permission of innexo AG, third parties are prohibited from modifying, passing on, copying, re-producing or otherwise using the aforementioned documents.

The product photos, graphics, descriptions and data sheets used on the innexo AG online shop originate from the respective suppliers and manufacturers. They are protected by copyright and trademark law. Any further use, reproduction, processing or publica-tion by third parties is prohibited without the express written permission of the rights holders.

12. Consequences of non-performance and im-proper performance

In all cases of improper performance or non-performance, innexo AG shall first have the right to perform the order or service in accordance with the contract within a reasonable grace period. The cus-tomer shall not be entitled to any other claims.

13. Right of recourse by innexo AG

If persons are injured or third-party property is dam-aged as a result of actions or omissions on the part of the customer or its auxiliary persons, and if innexo AG is held liable for this reason, it shall have a right of recourse against the party responsible.

14. Confidentiality

The parties undertake to keep confidential any infor-mation of the contractual partner that is confidential or designated as confidential; under no circum-stances may this information be made accessible to unauthorised third parties. In particular, the content of contracts and offers, including any annexes, ap-pendices and the like, shall be deemed confidential. The business relationship itself shall also be treated as confidential.

15. Data protection

Personal data is processed in accordance with the applicable data protection regulations (in particular the Swiss Data Protection Act and, where applicable, the EU General Data Protection Regulation) and the current privacy policy of innexo AG, which can be found on the website.

16. Severability clause

In the event that one or more provisions of these General Terms and Conditions are invalid or unen-forceable, this shall not affect the validity and en-forceability of the remaining provisions. In such a case, the parties agree and acknowledge that the invalid or unenforceable provision shall be replaced by a valid and enforceable provision or provisions that come closest to the economic purpose of the parties

17. Applicable law and jurisdiction

17.1 Swiss customers

For customers based or resident in Switzerland or Liechtenstein, all legal relationships with innexo AG are governed exclusively by Swiss substantive law, excluding conflict of law rules and provisions of inter-national treaties. The exclusive place of jurisdiction is Chur, Switzerland, unless there are mandatory places of jurisdiction..

17.2 EU consumers

or consumers residing in an EU Member State, man-datory consumer protection regulations of the coun-try in which the consumer has their habitual resi-dence may apply in addition to the choice of law, provided that these are more favourable to the con-sumer. Mandatory legal jurisdictions for consumers remain unaffected.

18. Validity

These GTC shall enter into force on 01.02.2026 and replace all previous versions.