General Terms and Conditions (GTC)
 

Version: August 2026

For business customers only
 

1. Scope and contracting party

These General Terms and Conditions (GTC) apply to all quotations, sales, deliveries and other services supplied by André Industrial AG, Hansmatt 32, 6370 Stans, Switzerland (André), to customers acting in the course of their business or professional activities. They do not apply to consumers.

The customer's purchase terms or other general terms shall apply only if André has expressly accepted them in writing. Individual written agreements, André's quotation and André's order confirmation take precedence over these GTC in that order.

These GTC must be made available to the customer before or at the time the contract is concluded. By placing an order after receiving or being given access to these GTC, the customer accepts them.
 

2. Quotations, orders and contract formation

Unless expressly stated otherwise, quotations are non-binding and subject to availability. A contract is concluded only when André issues a written order confirmation or begins performance of the order.

Changes, additions and verbal arrangements require written confirmation by André. Email is sufficient for this purpose. Product samples, catalogues, website descriptions and technical documents are indicative unless expressly incorporated into the contract.
 

3. Products, technical information and customer responsibility

Product specifications are determined by the applicable quotation, order confirmation and technical data sheet. Information regarding processing, application or suitability is based on current knowledge and does not release the customer from carrying out its own tests under actual production conditions.

Unless André has expressly guaranteed a specific application in writing, the customer is responsible for determining whether a product is suitable for its intended substrate, process, equipment, end use and regulatory environment. Safety data sheets, technical data sheets, storage requirements and application instructions must be observed.

Customer-specific formulations, colours, packaging, labels and products may be subject to reasonable technical and production tolerances.
 

4. Quantity tolerances and partial deliveries

For production-related reasons, the quantity delivered may be up to 15% above or below the ordered quantity. The invoice shall be based on the quantity actually delivered. Such a deviation does not constitute a defect unless a different tolerance was agreed in writing.

André may make reasonable partial deliveries. Additional costs caused by partial deliveries requested by the customer, order changes or delivery postponements requested by the customer shall be borne by the customer.
 

5. Prices, taxes and charges

Prices are stated in the currency shown in the quotation and exclude VAT and all other taxes, duties, customs charges, levies and fees unless expressly stated otherwise.

Where applicable, the Swiss VOC incentive tax, the performance-related heavy vehicle charge (LSVA), dangerous-goods surcharges, export or import charges and similar statutory costs will be charged additionally at the rate applicable when the relevant charge arises.

André may adjust prices before contract formation. After contract formation, price adjustments are permitted where the customer changes the order or where the contract expressly provides for adjustment due to changes in raw-material, energy, freight, currency or statutory costs.
 

6. Delivery, Incoterms and transfer of risk

The applicable delivery term and named place are stated in the quotation or order confirmation and shall be interpreted in accordance with Incoterms® 2020. If no delivery term is stated, delivery shall be EXW at the manufacturing or dispatch location identified by André in the order confirmation (Incoterms® 2020).

Delivery dates are estimates unless expressly confirmed as binding. A delivery period begins only after all technical and commercial questions have been resolved, all customer approvals have been received and any agreed advance payment has been made.

Risk transfers in accordance with the agreed Incoterms® 2020 rule. The customer is responsible for import clearance, permits and local duties unless the agreed delivery term expressly provides otherwise.
 

7. Delays and force majeure

André is not liable for delay or non-performance caused by events beyond its reasonable control, including shortages of raw materials or energy, transport disruption, fire, natural events, epidemic, war, terrorism, sanctions, export restrictions, cyber incidents, industrial action, governmental measures or failure of suppliers despite reasonable procurement efforts.

The affected obligations and delivery periods shall be suspended or extended for the duration and reasonable consequences of the event. If performance becomes permanently impossible or unreasonable, either party may terminate the affected part of the contract; services already rendered remain payable.
 

8. Payment

Invoices are payable within 30 days of the invoice date without deduction unless otherwise stated in the quotation or invoice. The customer may set off claims only where André has accepted them in writing or they have been finally determined by a competent court.

Upon expiry of the payment period, the customer is in default without further notice. André may charge default interest at 5% per annum, suspend outstanding deliveries and require advance payment or security for future performance. Further statutory rights remain reserved.
 

9. Inspection and notification of defects

The customer must inspect the products promptly after receipt, including packaging, quantity, identity and externally apparent condition. Transport damage must be recorded with the carrier and reported to André without delay.

Apparent defects must be notified in writing without undue delay and no later than 10 calendar days after receipt. Hidden defects must be notified in writing immediately after discovery and within the applicable warranty period. The notification must identify the product, batch or lot number, invoice, quantity affected and nature of the alleged defect and must include available evidence.

Products that are processed or used despite a recognisable defect are deemed accepted in respect of that defect, unless further processing was necessary to prevent greater damage and André was informed beforehand where reasonably possible.
 

10. Warranty and remedies

Subject to proper transport, storage, preparation and use, André warrants for 12 months from delivery that the products conform in material respects to the expressly agreed specification or applicable André technical data sheet. Where a shorter shelf life is stated on the label, certificate or technical documentation, that shorter period applies.

The warranty does not cover defects or damage caused by unsuitable or contaminated substrates, incorrect storage or processing, failure to follow technical or safety instructions, use outside the stated shelf life, mixing with third-party materials, use of unsuitable thinners, changes made by the customer, abnormal operating conditions or an application not expressly approved by André in writing.

If a timely and substantiated warranty claim is justified, André may, at its option, replace the affected product, remedy the defect where possible, reduce or refund the purchase price of the affected quantity. The customer must provide reasonable access to samples and records and must not return or dispose of disputed material without André's instructions.

Mandatory statutory rights and liability that cannot legally be excluded remain unaffected. André does not guarantee a particular processing result or fitness for a particular purpose unless expressly agreed in writing.
 

11. Liability

To the extent permitted by law, André is liable only for direct damage caused by a proven breach of contract and the aggregate liability is limited to the net purchase price of the product or delivery giving rise to the claim.

To the extent permitted by law, liability for indirect or consequential loss is excluded, including production downtime, loss of use, loss of profit, loss of contracts, recall costs and damage arising from further processing or use of the delivered material.

These limitations do not apply to liability arising from intent or gross negligence, death or personal injury, fraudulent concealment of a defect, an expressly assumed guarantee, or any other liability that cannot be excluded or limited under applicable law.
 

12. Packaging, returns and disposal

Unless otherwise agreed, containers and outer packaging are non-returnable. The customer is responsible for lawful handling, recycling and disposal in accordance with local requirements.

Returns require André's prior written authorisation and the return address and transport conditions specified by André. Products must be unopened, undamaged, within shelf life and in original packaging. Customer-specific products, opened containers and products requiring special disposal are not returnable unless André agrees otherwise in writing.

Unauthorised returns may be refused or stored, returned or disposed of at the customer's cost. Dangerous goods must never be returned without André's written shipping instructions.
 

13. Export control, sanctions and end use

The customer shall comply with all applicable export-control, sanctions, customs, dangerous-goods and end-use regulations. The customer must obtain required import, transfer, re-export and end-use authorisations and must not supply products to prohibited persons, destinations or uses.

The customer shall provide accurate information and documents reasonably requested for compliance checks. André may suspend or refuse performance where delivery may violate applicable law, sanctions, licence conditions or internal compliance requirements, without liability for resulting delay or non-delivery.
 

14. Intellectual property and confidentiality

All rights in formulations, samples, technical documents, specifications, methods, trademarks and know-how supplied or developed by André remain with André or the relevant rights holder. No licence or right to analyse, reproduce or disclose them is granted except as necessary to use the purchased products for the agreed purpose.

Non-public commercial and technical information received from André must be kept confidential and used only for the contractual relationship, unless disclosure is required by law or the information was lawfully known without a duty of confidentiality.
 

15. Applicable law and jurisdiction

All contractual relationships are governed exclusively by substantive Swiss law, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

The exclusive place of jurisdiction is Stans, Canton of Nidwalden, Switzerland. André nevertheless remains entitled to bring proceedings against the customer at the customer's registered office or before any other competent court where permitted by law.
 

16. Final provisions

If any provision of these GTC is invalid or unenforceable, the remaining provisions remain effective. The parties shall replace the affected provision with a valid provision that most closely reflects its commercial purpose.

The English version is the governing version. Headings are for convenience only and do not affect interpretation.
 

André Industrial AG · www.andre-industrial.com