Terms and Conditions for Switzerland

1. These General Terms and Conditions apply to all deliveries and services provided by INTEGRA Metering AG to a contracting party.

2. Any deviations or additional terms and conditions provided by the customer shall be valid only if we have expressly acknowledged them in writing. Our terms of delivery shall apply even if INTEGRA Metering carries out a delivery or service without reservation while being aware of any conflicting or deviating terms and conditions provided by the customer. The customer acknowledges that INTEGRA Metering’s General Terms and Conditions are binding upon the customer, even if the customer’s order or prior correspondence contradicts them and refers to the customer’s own terms and conditions. INTEGRA Metering’s General Terms and Conditions for deliveries also apply to all subsequent transactions with the customer. Unless otherwise agreed, they also apply to the delivery of replacement parts and to installation work.

1. Our offers and the documents accompanying them are binding for the conclusion of a contract only if they are expressly designated as binding offers. Otherwise, our offers are subject to change. We reserve the right to make technical changes as well as changes in shape, color, and/or weight within reasonable limits.

2. By placing an order, the customer makes a binding declaration of intent to purchase the ordered goods. A contract is legally concluded when INTEGRA Metering confirms it in writing or electronically with an order confirmation. If INTEGRA Metering does not receive any objections from the customer within 8 business days of sending the order confirmation, the order shall be deemed accepted as stated in the confirmation. Unless expressly agreed otherwise, the contract is concluded subject to correct and timely delivery to us by our suppliers; If the supplier designated by INTEGRA Metering is unable to fulfill the order, or cannot fulfill it correctly or on time, INTEGRA Metering may withdraw from the contract without liability for damages. The customer will be informed immediately of the unavailability of the service. Any payments already made will be refunded.

3. If the customer places an order electronically, we are not obligated to confirm the order electronically. INTEGRA Metering is also not obligated to provide technical means that would allow the customer to detect and correct input errors before submitting the order. Furthermore, we are not obligated to provide the customer with certain information regarding the contract electronically before the customer submits the electronic order. Please note that our standard contractual terms, including our General Terms and Conditions, are available on the INTEGRA Metering website atwww.integra-metering.com. To the extent that we confirm the electronic order with an electronic order confirmation, the contractual terms of that order are stored in a form that can be accessed and reproduced.

4. Bid documents, plans, drawings, cost estimates, and all technical documentation—including those in electronic form—shall be treated as trade secrets and may not be disclosed, published, reproduced, or made available to third parties in writing. They must be returned or deleted upon request. The same applies to any software provided.

1. Our order confirmation, provided in writing or in electronic form, is the sole and binding basis for the scope of delivery. Any additions, side agreements, or changes must also be confirmed by INTEGRA Metering in writing or in electronic form. Delivery shall be made in a single shipment; however, a minimum invoice amount of CHF 50.– will be charged to cover costs if the value of the delivery itself is less than this amount. If call-off orders are agreed upon, a maximum of three partial deliveries may be called off within one year of the order or order confirmation. If individual call-offs are not made within the time frame specified in the order confirmation, a processing fee of CHF 100.– is payable in each instance.

2. All documents on which the order confirmation is based—such as calculations, drawings, cost estimates, and technical specifications—are to be understood as approximate values only and do not, as a general rule, constitute guarantees in the legal sense, unless they are expressly designated as such in the order confirmation.

3. INTEGRA Metering may make technical changes that result in improvements, provided that such changes do not lead to price increases.

4. The customer is obligated to accept the ordered goods and services by the agreed-upon date. If acceptance does not occur by the deadline, INTEGRA Metering is entitled to demand that the customer reimburse the costs incurred for the unsuccessful delivery as well as for the storage and preservation of the goods. This does not affect the right to withdraw from the contract and to claim 20 percent of the agreed price as lump-sum damages. General Terms and Conditions of INTEGRA Metering AG Ringstrasse 75 CH-4106 Therwil.

5. In the event of changes requested by the client that differ from the order confirmation, the delivery date must be rescheduled, and a flat-rate change fee of CHF 100.– must be paid. A reduction in the scope of delivery or the cancellation of an order does not constitute a change in this sense. In such cases, a flat-rate expense fee of CHF 200.– is due.

1. The prices quoted are binding and, unless otherwise agreed, are ex works, including loading at the factory but excluding packaging. Value-added tax at the applicable statutory rate shall be added to the prices.

2. Payment is due upon receipt of the invoice by the customer and is then immediately payable to the paying agent designated by INTEGRA Metering. Payment is considered overdue upon receipt of a reminder after the due date; if no reminder is issued, payment is due 30 days after the due date.

3. During the period of default, the customer shall pay interest on the outstanding amount at a rate of 8% per annum. INTEGRA Metering reserves the right to prove and claim higher damages resulting from the default.

4. The withholding of payments or set-off based on any counterclaims by the customer that are disputed by INTEGRA Metering is not permitted, unless such claims have been legally established.

5. If we become aware of a significant deterioration in the customer’s financial situation, INTEGRA Metering may require full or partial prepayment or a security deposit, or may withdraw from the contract.

6. An agreed-upon discount may only be claimed if all prior invoices due have been paid and the outstanding invoice amount is settled in full. Discount agreements always refer to the net value of the goods alone, i.e., excluding inspection fees, calibration fees, and services of any kind.

1. The delivery time is determined by the agreements between the contracting parties. INTEGRA Metering’s compliance with this delivery time is contingent upon all commercial and technical issues between the contracting parties having been clarified in a timely manner and the purchaser having fulfilled all obligations incumbent upon it, such as providing the necessary technical or regulatory documents or approvals, or making a down payment. If this is not the case, the delivery time shall be extended accordingly. This does not apply if INTEGRA Metering is responsible for the delay. In the event of subsequent changes, the delivery time shall be extended accordingly.

2. Compliance with the delivery deadline is subject to correct and timely delivery to us by our suppliers.

3. The delivery deadline is deemed to have been met when the shipment leaves the supplier’s facility and is dispatched to the address specified by the customer.

4. The delivery period shall be extended appropriately in the event of measures taken in the context of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles beyond INTEGRA Metering’s control, and such obstacles that demonstrably have a significant impact on the completion or delivery of the goods. This also applies if these circumstances occur at subcontractors. INTEGRA Metering shall not be held responsible for the aforementioned circumstances even if they arise during an existing delay. In important cases, INTEGRA Metering shall notify the customer of the start and end of such obstacles as soon as possible.

5. No compensation for delay is owed for late deliveries by third-party suppliers.

6. If shipment or completion is delayed due to circumstances for which the customer is responsible, the customer must nevertheless make the payments due based on the original delivery date. INTEGRA Metering is then entitled to store the delivered goods and may invoice at least 0.5 percent of the sales price per month as storage costs. INTEGRA Metering is entitled to claim demonstrably higher costs.

7. In the event of any default by the Customer in fulfilling its contractual obligations, INTEGRA Metering is entitled, in addition to the claims set forth in Section 6, after the fruitless expiration of a set, reasonable grace period has expired without result, to dispose of the delivery item as it sees fit and/or to deliver to the customer within a reasonably extended period and/or to withdraw from the contract and demand compensation for the damages suffered as a result of the non-performance. Damages shall be deemed to amount to 20 percent of the order value, subject to proof of greater damages. The damages shall be offset against the down payment made. This provision also applies in the event of withdrawal from the contract for a delivery order that is already in production. The customer has the right to prove that such damages did not occur or did not amount to this sum.

1. The risk of accidental loss or accidental deterioration of the delivered goods passes to the purchaser upon handover; in the case of a sale by shipment, upon delivery of the goods to the shipping agent, the carrier, or any other person or entity designated to carry out the shipment. This applies even if partial deliveries are made or if INTEGRA Metering has assumed other obligations, such as shipping costs or delivery, installation, and setup. At the purchaser’s request and at the purchaser’s expense, INTEGRA Metering will insure the shipment against theft, breakage, transport damage, fire, water damage, and other insurable risks.

2. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer as of the date the goods are ready for shipment; however, INTEGRA Metering is obligated, at the customer’s request and expense, to arrange for the insurance coverage requested by the customer.

3. The purchaser must accept delivered items, even if they have minor defects, without prejudice to the purchaser’s warranty rights.

1. INTEGRA Metering retains title to the delivered goods until all claims have been paid in full. At INTEGRA Metering’s request, as well as in the event that the customer files for insolvency, the goods subject to retention of title must be clearly marked with the words “Property of INTEGRA Metering AG.”

2. The purchaser is obligated to handle the goods with care. If maintenance and inspection work is required, the purchaser must perform it on an ongoing basis at its own expense.

1. The installation, commissioning, operation, and maintenance of the delivered items and services provided must be carried out in accordance with the instructions and specifications provided by INTEGRA Metering, as well as the relevant national standards. Warranty claims regarding the functionality of systems not installed by INTEGRA Metering may only be asserted if INTEGRA Metering has given its written consent to the third-party installation.

2. Acceptance shall be deemed to have taken place when the purchaser has accepted the subject matter of the contract without reservation or has begun to use it.

1. INTEGRA Metering AG complies with all applicable data protection laws regarding personal data and sets these out in its current privacy policy:Link

2. INTEGRA Metering AG and the Client agree to treat as confidential all documents, information, work materials, and software received under this Agreement that are not publicly available. Such information may be disseminated internally only to the extent necessary for the performance of the contract and shall not be made available to third parties—with the exception of contractually bound subcontractors. This obligation shall remain in effect even after the termination of the contract.

INTEGRA Metering warrants (i) subject to the other provisions of this Agreement, that it holds valid title to the goods and has the right to dispose of them, and that they are free from all encumbrances; (ii) that the goods manufactured by INTEGRA Metering and/or its subsidiaries therefore conform to INTEGRA Metering’s specifications and are free from defects in materials and workmanship; and (iii) that the services provided by INTEGRA Metering or its subsidiaries are performed with all necessary expertise, due care and precision, and in accordance with generally accepted engineering standards. INTEGRA Metering shall remedy any defects that arise, despite proper use, care, and maintenance, in the goods manufactured by INTEGRA Metering and/or its subsidiaries, provided that INTEGRA Metering is notified of such defects within 24 calendar months of their delivery, 90 days after delivery in the case of consumable goods and replacement parts (the “Warranty Period”) and which result exclusively from a defect in materials or workmanship, but always on the condition that the defective parts are returned to INTEGRA Metering during the Warranty Period, with shipping costs and insurance paid in advance by the customer. (“Consumable parts” include diaphragms and end rings.) The replaced parts become the property of INTEGRA Metering. The repaired or replaced parts—provided the claim is justified—will be delivered by INTEGRA Metering, at INTEGRA Metering’s expense, to the customer’s location. Any other claim in connection with a defective part delivered, in particular any claim for damages, is deemed excluded by both parties. In particular, INTEGRA Metering is not liable for indirect damages (business interruption, etc.). The amount covered by the warranty is limited in all cases to the invoice amount. INTEGRA Metering will remedy defects in services provided by INTEGRA Metering and/or its subsidiaries that were reported to INTEGRA Metering within ninety days of the provision of such services. Goods that have been repaired or replaced in accordance with this Clause IX 1. or for which defects have been remedied in accordance with this Clause IX 1. shall be covered by the original warranty for the remaining portion of the warranty period or by a warranty of ninety days from the date of return to the customer (or the date of defect remediation in the case of services), whichever is later.

2. Goods or services that INTEGRA Metering has procured from a third party (that is not a subsidiary of INTEGRA Metering) for resale to the customer are covered exclusively by the warranty provided by the original manufacturer.

3. Notwithstanding Clauses IX 1 and IX 2, INTEGRA Metering shall not be liable for any defects caused by: normal wear and tear; materials or work performed, supplied, or specified by the customer; failure to comply with INTEGRA Metering’s requirements regarding storage, installation, use, or environmental regulations; a lack of proper maintenance; any modification or repair not previously approved in writing by INTEGRA Metering; or the use of unauthorized software or unauthorized replacement or spare parts. The costs incurred by INTEGRA Metering in investigating and rectifying these defects must be reimbursed by the customer upon simple request. The customer is solely responsible at all times for the adequacy and accuracy of the information it provides.

4. The foregoing terms and conditions constitute INTEGRA Metering’s sole warranty and the customer’s exclusive remedy in the event of a breach of this warranty. No representation, warranty, or other statement of any kind, whether express or implied, may be invoked with respect to satisfactory quality, merchantability, fitness for a particular purpose, or any other consideration relating to any of these goods or services.

1. INTEGRA Metering shall be liable for damages not incurred to the delivered item—regardless of the legal basis—only in cases of willful misconduct, gross negligence on the part of its officers or executives, culpable injury to life, bodily injury, or harm to health; for defects that have been fraudulently concealed or for which INTEGRA Metering has guaranteed their absence; and for defects in the delivered item, to the extent that liability exists under the Product Liability Act for personal injury or property damage to items used for private purposes. INTEGRA Metering shall not be liable for damage resulting from slight negligence. All other claims are excluded.

2. The customer’s claims for damages due to a defect are subject to a one-year statute of limitations beginning on the date of delivery of the goods. This does not apply if INTEGRA Metering can be accused of fraud.

1. To the extent that software is included in the scope of delivery, the Purchaser is granted a non-exclusive right (license) to use the delivered software, including its documentation. It is provided for use on the specific item of delivery for which it is intended. Use of the software on more than one system is prohibited. The customer may reproduce, modify, translate, or convert the software from object code to source code only to the extent permitted by law. The customer agrees not to remove or alter the manufacturer’s information—in particular, copyright notices—without the prior, express consent of INTEGRA Metering. All other rights to the software and documentation, including copies, remain with INTEGRA Metering or the software supplier. The granting of sublicenses is not permitted. A0 – 10.2017 Subject to change / Sous réserve de modifications / Modification rights reserved / Copyright © INTEGRA Metering AG. INTEGRA Metering AG Ringstrasse 75 CH-4106 Therwil / Switzerland Tel. +41 61 725 11 22 info@integra-metering.com www.integra-metering.com.

1. INTEGRA Metering is not obligated to accept returns of goods that the customer ordered incorrectly or in excess. If such goods are accepted as a gesture of goodwill, INTEGRA Metering AG will charge a processing fee of at least 30 percent of the sales price or a minimum amount of CHF 50, provided the returned goods are undamaged and in their original, pristine packaging—i.e., they have not been used. Any assessment of the condition of the goods is at the discretion of INTEGRA Metering and may result in a further reduction of the refund. Goods that are older than 9 months (from the date of delivery) will generally not be accepted for return. If the customer does not agree with the refund amount, they are free to pick up the goods themselves or have them picked up at their own expense in exchange for canceling the refund.

2. Returns of measuring stations consisting of multiple items and purchased under special terms will be refunded only in accordance with those terms, minus a processing fee of 30 percent or a minimum amount of CHF 50.–.

3. Special-order items are generally no longer accepted for return.

1. All rights arising from our contractual relationship may be assigned to third parties only with our prior written consent. This applies both to individual rights under the contract and to the contractual relationship as a whole.

1. The place of performance for deliveries and payments is Therwil.

2. All legal relationships between INTEGRA Metering and the customer shall be governed exclusively by Swiss law.

3. The place of jurisdiction is the registered office of INTEGRA Metering, i.e., the courts with jurisdiction over Therwil. INTEGRA Metering is also entitled to file a lawsuit at the customer’s place of business.