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BIOMA SA
Via Luserte 8 Sud
6872 Quartino
Gambarogno

(Edition of Mai 2023)

A) Parties, scope and object of these general conditions of sale

1. These general conditions of sale (hereinafter referred to as «GCS»), as well as any further amendments to them, apply to all current and future business relations between Bioma SA, Via Luserte 8 Sud, 6572 Quartino/TI, Switzerland (hereinafter referred to as «Bioma») and its customers with whom it concluded a sales contract and/or a supply of services («the Customer»).
2. Bioma will enter into agreements with his customer only on the proviso that these general terms and conditions apply and that they take precedence, in the order listed below under paragraph 3, over any general terms and conditions of the customer, unless Bioma has not expressly agreed otherwise in writing.
3. Subject to any provisions of applicable Swiss law, contractual elements are applied in the following order, with the higher document taking precedence over the following one(s):
   • a) The order confirmation issued by Bioma or, failing this one, the invoice issued by Bioma;
   • b) These General Conditions of Sale;
   • c) The provisions of the Swiss Code of Obligations;
   • d) Any general conditions of the Customer, insofar as Bioma has agreed in writing to include them in the contractual relation.
4. The conclusion of a sales framework agreement does not create any exclusivity agreement between Bioma and the Customer. Bioma is not obliged to accept orders from the Customer, and the Customer is not obliged to buy, unless he has placed an order.

B) Product orders, sales and customer service

5. Bioma will sell and supply its products to the customer at the prices that Bioma itself will establish. To the extent that the Product includes intellectual property, “sale” means granting the Customer a non-exclusive, revocable license to use the Product and permitting the Customer to use such intellectual property in connection with the distribution and sale of the Product.
6. The Customer shall not resell or transfer Bioma products to any third party or end user (natural or legal person, country, entity or body) who is subject to restrictive measures, generally established in Switzerland according to the Federal Act on the Implementation of International Sanctions (Embargo Act, EmbA) of 22 March 2002 and subsequent amendments (RS 946.231). These provisions include discriminatory restrictions on the import or export of goods, technologies, capital or services.
7. Unless otherwise agreed in writing by the Parties, Bioma will deliver its Products to the Customer EXW (Incoterms 2010) at Bioma premises in Quartino/TI, Switzerland.
8. Unless otherwise provided, the Product has to be ordered by the Customer to Bioma through a standard order
   that at least identifies the item also through its Bioma code, states its quantities, and confirms its price, delivery dates, shipping instructions and addresses. The Customer can place orders to Bioma by mail, fax and/or email. The Customer can place orders to Bioma by mail, fax and/or email.
9. Orders are binding on the Customer upon acceptance by Bioma, if they are invoiced by Bioma to the Customer. Bioma will have seven (7) working days from receipt of the order by the Customer to accept or reject the order itself.
10. Catalogues and price lists are not binding and do not oblige Bioma to stock or deliver the items listed therein.
11. Information about delivery lead times and delivery times and dates is approximate. These times begin only after receipt of the full invoice amount. If Bioma expects an earlier delivery date or period for an order or any part thereof, Bioma will inform the Customer; and the Customer shall be deemed to have accepted such earlier delivery, unless the Customer immediately notifies in writing his own refusal to Bioma.
12. Upon request, Bioma can provide its customers with online scientific, technical and commercial training and support on the products they have purchased. Bioma will invoice to its customers any fee and cost associated with the training according to prices that Bioma itself determines.

C) Price, payment, retention of title

13. Prices of the Products are determined by Bioma. If Bioma communicated a price list in which no firm price period is set, Bioma can change prices of its Products at any time.
14. All payments by customers to Bioma shall be made in Swiss francs (CHF) by transfer into the bank account indicated by Bioma within thirty (30) days of the invoice date. Unless otherwise agreed in writing, customers shall pay to Bioma the full price of products or services before delivery. Bioma can split a single purchase order across separate invoices.
15. Customers shall pay Bioma in full for the products and services ordered, without any deduction, set-off or limitation. A complaint or non-acceptance of goods or services shall not entitle the Customer to retain payment.
16. In case of delivery before payment, Bioma shall retain the title of the goods until complete fulfilment by Customer of all its payment obligations to Bioma.  This last one shall therefore be entitled to register a retention of title for the delivered goods with the competent authority pursuant to paragraphs 715 and following of the Swiss Civil Code and, if necessary, to withdraw from the contract.
17. n the event of non-compliance with the payment deadline, the Customer shall be in default and Bioma shall be entitled to claim interest at the SARON rate plus a 5% (five percent) margin per annum on the invoice amount, starting from first day of default. Furthermore, Bioma shall be entitled to charge a reminder fee that can vary from CHF 20.00 (twenty Swiss francs) to CHF 50.00 (fifty Swiss francs) plus VAT for each reminder sent, as well as collection costs (including those charged by any third party employed by Bioma to collect the debt).
18. Bioma is entitled to block with immediate effect and without any specific notification the account of the customer who falls into arrears with payment and exceeded his credit limit. All benefits granted by Bioma shall become null and void if Bioma has to sue the customer, if the customer goes bankrupt or if winding up proceedings are initiated. In these cases, all claims of Bioma against the customer shall become due immediately, including default interest and ancillary costs.
19. If Bioma has reason to fear the customer will not pay in full or on time, it has a right of retention on its own performances, even if payment terms have been agreed separately. Bioma shall therefore be entitled to deliver to the customer only upon payment in cash, and to store the goods at the customer’s expense.

D) Liability

20. The Customer is solely responsible for the correct operation, storage and handling of the delivered Bioma products, which require the specific care needed by organic compound used in agriculture, livestock, oenology, etc. In particular, Bioma products must not be exposed to extreme temperatures, humidity, nor to other stresses described in the user manual.
21. Any complaints regarding defects must be submitted by the Customer to Bioma immediately, and however not later than seven (7) working days after delivery.
22. Bioma shall have no liability under this Agreement except as expressly provided in this Agreement, and shall be no liable for the inability to use the product or for services and support. Bioma shall not under any circumstances be liable for any lost profits, loss of business, or other consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party, unless such liability has been expressly provided for in this Agreement.
23. The Customer agrees that, for any liability arising from the purchase of products or services related to products, Bioma shall under no circumstances be accountable or liable for an amount of damages exceeding the sum total of Swiss francs (CHF) paid by the Customer for the purchase of the product under the contract. In any case, Bioma shall only remedy the defects and/or shall be liable for them if it has received the full purchase price of the product.

E) Final provisions

24. The Customer shall not at any time, during or after the effective period of this Contract, disclose or use any of the Bioma’s confidential information or any other non-public information relating to Bioma’s commercial, financial, technical or other affairs. In particular, but without prejudice to the foregoing, the Customer will keep confidential all intellectual property and know-how which will be communicated to him by Bioma, which he will become aware of during the course of the Contract, or which Bioma will develop or contribute to developing in providing assistance or services to the Customer.
25. The Customer guarantees Bioma that he will not offer, promise, give, authorize, solicit or accept any pecuniary or other advantage (nor imply that he will or may do so in the future) in relation to the Contract. Furthermore, the Customer shall take reasonable steps to avoid that his subcontractors, agents or any other third party under its control or influence will do so.
26. Bioma reserves the right to make any amendments or modifications to these Terms and Conditions at any time. These changes will be communicated to the Customer by newsletter or by any other means that Bioma considers appropriate. In the absence of objections, they shall be deemed approved as soon as communicated.

F) Governing law and jurisdiction

27. These terms and conditions, as well as the contract between Bioma and the Customer, are governed by and construed in accordance with the laws of Switzerland.
28. The Courts at the registered office of Bioma in Quartino/TI, Switzerland, shall have the exclusive jurisdiction as to any and all disputes, controversies or claims between Bioma and the Customer, including those related to validity, invalidity, breach or termination of the contract.   Bioma reserves however the exclusive right to bring any dispute involving Customer before the Courts of Customer’s jurisdiction of incorporation.