ASE General Terms and Conditions (GTC) valid from December 1, 2025

These General Terms and Conditions (GTC) apply to all products and services of ASE AG and all its subsidiaries,

• ASE GmbH D-79098 Freiburg im Breisgau
- ASE (Analysis Simulation Engineering) France SAS, F-21000 Dijon

(hereinafter collectively referred to as "ASE").

1. conclusion of contract

The contract between the customer and ASE is concluded by an express order confirmation - also in electronic form - or by acceptance of the delivery or service by the customer.

1.2 The performance of a delivery or service by ASE shall not be deemed to constitute acceptance of deviating terms and conditions of the customer. Even if the customer refers to his own terms and conditions or expressly declares them to be valid, these GTC shall apply exclusively. Acceptance of the delivery or the use of services by the customer shall be deemed as acceptance of these terms and conditions.

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

2. offers

2.1 Offers from ASE are binding for thirty (30) days from the date of issue, unless otherwise stated in the offer.

3. delivery and scope of services

3.1 The scope of the delivery of products or the provision of services is set out in the respective offer or the written order confirmation.

3.2 Partial deliveries or services are permissible, provided they are reasonable for the customer.

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

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

3.5 Services are provided in accordance with the offer or a separate Statement of Work (SOW). ASE may engage subcontractors or third parties for the provision of services.

3.6 Changes to services (change procedure)
Each of the contracting parties may request changes to the agreed scope of services from the other contracting party in text form. Upon receipt of a change request, the recipient shall check whether and under what conditions the change is feasible and shall immediately inform the applicant in writing of the approval or rejection and, if necessary, give reasons.

3.7 If a change request from the customer requires an extensive review (> 2 hours), this will be agreed separately. ASE may charge for the time required for this review.

3.8 With the handover of the services to be provided pursuant to the specification in the offer, ASE notifies the customer of its readiness for acceptance. The customer ensures the acceptance of the services within 2 calendar weeks. If the customer does not carry out the acceptance within this period, the services rendered are deemed to be accepted.

4. prices

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

4.2 Details in price lists or general price information are non-binding; the price stated by ASE in the valid, submitted offer shall apply.

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

4.4 Unless expressly agreed otherwise in writing, fixed prices are exclusive of Swiss VAT and other statutory duties and charges.

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

4.6 An advance payment of 1/3 of the order value is required for all customers. The delivery of products or the commencement of services shall only take place after receipt of the advance payment.

4.7 Unless otherwise agreed in writing, invoices are payable in full within 30 calendar days of the invoice date.

4.8 In the event of late payment, ASE shall be entitled to charge interest on arrears at a rate of 5 % per annum. In addition, ASE reserves the right to withhold further deliveries or services until all outstanding amounts have been paid in full.

5. termination

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

6. warranty

6.1 ASE grants the customer a warranty on the quality and suitability of the products within the scope of the technical specifications.

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

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

6.4 The customer is obliged to check the products for completeness and damage immediately upon receipt. Complaints must be reported immediately and in writing with evidence.

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

6.6 The warranty period is 12 months from the date of dispatch. For spare parts or repairs, the original warranty period of the delivered products applies.

6.7 ASE reserves the right to charge processing costs for returns and inspections without a warranty claim.

6.8 For services, ASE guarantees professional execution in accordance with generally recognized industry standards. Defects must be reported in writing within 14 days of performance or discovery.

7. limitation of liability

7.1 ASE shall only be liable for direct damages in the event of intent or gross negligence on the part of ASE, its auxiliary persons or commissioned third parties.

7.2 Liability shall in any case be limited to the value of the delivery or service in question.

7.3 In particular, ASE accepts no liability for loss of data, loss of production, loss of use, loss of profit, other indirect damage or any consequential damage. Separate regulations in connection with maintenance contracts are negotiable.

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

7.5 Rights and claims arising from the contract may not be assigned to third parties without the written consent of ASE.

7.6 Liability for services provided by authorized service partners:
ASE is not liable for services provided by authorized service partners. If the customer makes use of services from authorized service partners, he thereby accepts the provisions of the general terms and conditions of the service partners. ASE does not provide any additional services that exceed the terms and conditions of the authorized service partners. The customer therefore accepts in particular that the limitations of liability set out in the general terms and conditions of the service providers also apply in full in the relationship between the customer and ASE.

7.7 In the event that the customer commissions a service provider of its own choice to back up the data/hosting/etc., ASE shall not be liable in any way for data loss and/or corresponding damage.

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

8. reference

8.1 ASE reserves the right to name the customer as a reference and to make public reference to the joint economic relationship.

9. ownership rights to work results

9.1 The customer shall receive the non-exclusive, non-transferable right to use the services and work results provided by ASE within the scope of the contractually agreed purpose.

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

9.3 Results provided by ASE within the scope of services (e.g. reports, documentation, software codes, concepts) are intended exclusively for internal use by the customer.