ASE General Terms and Conditions (GTC) as per July 1, 2025

These General Terms and Conditions (GTC) apply to all products and services provided by ASE (Analysis Simulation Engineering) AG and all its subsidiaries,

• ASE (Analysis Simulation Engineering) GmbH, DE – 60549 Frankfurt
• ASE (Analysis Simulation Engineering) France SAS, F-21000 Dijon

(hereinafter collectively referred to as “ASE”).

1. Conclusion of Contract

1.1 The contract between the customer and ASE is concluded either by an explicit order confirmation – including in electronic form – or by the customer’s acceptance of the delivery or service.

1.2 The execution of a delivery or service by ASE does not constitute acceptance of any differing terms and conditions of the customer. Even if the customer refers to their own terms or explicitly declares them to be valid, only these GTC shall apply. Acceptance of the delivery or the use of services by the customer constitutes agreement to these conditions.

1.3 These GTC apply to all contracts for the delivery of products and the provision of services, regardless of whether the services are provided on-site or remotely.

2. Offers

2.1 Unless otherwise stated in the offer, ASE’s offers are binding for thirty (30) days from the date of issue.

3. Delivery and Scope of Services

3.1 The scope of product delivery or service provision is defined in the respective offer or written order confirmation.

3.2 Partial deliveries or services are permissible if reasonable for the customer.

3.3 Product deliveries are made in accordance with the current data sheet and user manual. ASE reserves the right to modify products in design or execution, provided their functionality remains unchanged.

3.4 Unless otherwise agreed, the customer is responsible for obtaining, at their own expense, all permits, approvals, or other official requirements necessary for the use of the products or services.

3.5 Services are provided according to the offer or a separate Statement of Work (SOW). ASE may engage subcontractors or third parties to perform the services.

3.6 Service Changes (Change Procedure)
Each party may propose changes to the agreed scope of services in text form. Upon receiving a change request, the recipient will evaluate whether the change is feasible and under what conditions and promptly inform the requesting party in writing of their acceptance or rejection, including a justification if rejected.

3.7 If a customer’s change request requires extensive review (more than 2 hours), this will be agreed upon separately. ASE may charge for the review effort.

4. Prices

4.1 Unless otherwise stated, all prices are net ex works (EXW according to Incoterms® 2020), excluding packaging and statutory duties, which shall be borne by the customer. Any customs duties, taxes, or levies of any kind related to the delivery are the responsibility of the customer.

4.2 Price list information or general price indications are non-binding; the price stated in ASE’s valid offer applies.

4.3 Unless otherwise agreed and stated in the order confirmation, ASE reserves the right to charge a handling fee for individual orders under CHF 3,000.–.

4.4 Unless explicitly agreed otherwise in writing, fixed prices are exclusive of Swiss VAT and other legal charges and fees.

4.5 Services are invoiced either at a fixed price or on a time and material basis. Travel time, travel expenses, accommodation, and meals will be invoiced separately unless agreed otherwise in writing.

4.6 All customers are required to make an advance payment of 1/3 of the order value. Delivery of products or commencement of services takes place only after receipt of the deposit.

4.7 Unless agreed otherwise in writing, invoices are payable within 30 calendar days of the invoice date without deduction.

4.8 In the event of late payment, ASE is entitled to charge interest on arrears of 5% per annum. ASE also reserves the right to withhold further deliveries or services until full payment of all outstanding amounts is received.

5. Termination

5.1 Commissioned and invoiced services or orders will not be refunded in the event of termination, withdrawal, contract cancellation, or similarcircumstances. ASE also reserves the right to invoice any incurred costs for commissioned services.

6. Warranty

6.1 ASE provides a warranty for the quality and suitability of the products within the scope of the technical specification.

6.2 The warranty is limited to repair or replacement of defective products, provided the defect occurred before the transfer of risk. Further claims, particularly for consequential damages, are excluded to the extent permitted by law.

6.3 No warranty is provided for damage resulting from improper use, modification by third parties, or other causes not attributable to ASE.

6.4 The customer is required to inspect the products immediately upon receipt for completeness and damage. Complaints must be reported promptly and in writing, including supporting evidence.

6.5 Defects, even after further processing or resale, must be reported in writing and with return of the product immediately during the warranty period.

6.6 The warranty period is 12 months from the shipping date. Replacement parts or repairs are subject to the original warranty period of the delivered products.

6.7 ASE reserves the right to charge handling fees for returns and inspections where no warranty claim exists.

6.8 ASE warrants that services will be performed professionally in accordance with generally accepted industry standards. Defects must be reported in writing within 14 days of service delivery or discovery.

7. Limitation and Liability

7.1 ASE is liable for direct damages only in cases of intent or gross negligence by ASE, its agents, or authorized third parties.

7.2 In any case, liability is limited to the value of the relevant delivery or service.

7.3 ASE expressly excludes liability for data loss, production downtime, loss of use, lost profits, other indirect damage, or consequential damage. Separate provisions in connection with maintenance contracts are negotiable.

7.4 ASE is not liable if the customer fails to provide necessary cooperation in a timely or proper manner.

7.5 Rights and claims under the contract may not be assigned to third parties without ASE’s written consent.

7.6 Liability for Authorized Service Partners’ Services:
ASE is not liable for services provided by authorized service partners. If the client uses such services, they agree to the general terms and conditions of the service partners. ASE provides no additional services beyond those stipulated by the service partners. The customer expressly agrees that all liability limitations set forth in the service partners’ terms and conditions fully apply to the relationship between the customer and ASE.

7.7 If the client engages their own service provider for data backup, hosting, etc., ASE assumes no liability for data loss or related damages.

7.8 These limitations of liability apply equally to products and services.

8. Reference Use

8.1 ASE reserves the right to name the customer as a reference and publicly refer to the business relationship

9. Ownership Rights to Work Results

9.1 The customer receives a non-exclusive, non-transferable right to use the services and work results provided by ASE for the contractually agreed purpose.

9.2 All rights to inventions, patents, trademarks, copyrights, processes, methods, know-how, concepts, data, etc., arising or used in the course of the services, remain exclusively with ASE.

9.3 Results provided by ASE as part of the services (e.g., reports, documentation, software code, concepts) are intended solely for the customer’s internal use.