1. GENERAL
    In these Terms and Conditions:
    The Buyer means the person, firm, company or other organization who or which has ordered
    Products from Qnective.
    Qnective means a telecommunication leading business which designs, develops and supports
    equipment to collect vital and medical data made in Switzerland for different purposes.
    The Contract means the contract for sale and purchase of Products between Qnective and
    the Buyer as may be further evidenced by Qnective’s final written offer, quotation or order
    acknowledgement and no prior proposals, statements, representations or conditions will be
    binding on either party.
    The Products means Respirator Masks KN95 and/or Disposable Masks agreed to be supplied
    by Qnective under the name of “QHealth”.
    These Terms and Conditions shall be incorporated into the Contract and shall apply to the exclusion
    of any conditions of the Buyer. These Terms and Conditions may not be varied or waived except with
    express written agreement of Qnective. The failure of Qnective to enforce its rights under the Contract
    at any time, for any period of time, shall not be construed as a waiver of any such rights.
  2. PRICE AND QUOTATIONS
    All prices are excluded of all taxes (VAT) and duties except to the extent the same are to be borne by the
    Buyer to the applicable Incoterms. All quotations issued by Qnective for the supply of Products shall
    remain open for acceptance for the period stated in the quotation. In all other cases, prices payable are
    those currently in effect in Qnective’s price list, which shall not include charges for insurance, shipment
    and other cost that should be borne by the Buyer.
  3. PAYMENT
    Unless otherwise agreed in writing, the Buyer shall make payment to Qnective in full, without any
    set-off:
    No later than 5 (five) working days from the date of invoice, in the currency invoiced.
    Solely via electronic funds transfer originating from the Country of Buyer’s principal place of
    business
    In the event of late payment, Qnective reserves the right to suspend deliveries and/or cancel any of
    its outstanding obligations.
    If the customer chooses the monthly payment she/he is set free to cancell the subscription 10 days before shipping.
    If the customer chooses the half-year payment she/he is set free to cancell the subscription 10 days before shipping after 6 months are over.
  4. CHANGE OF SPECIFICATION
    Qnective reserves the right, subject to prior written notice, to make any change in the specification
    of the Products, which does not materially affect the usage, performance or price thereof.
    The Products may only be returned with prior authorization from Qnective, if there is any quality
    defect.
  5. DELIVERY
    Any term of delivery shall be construed according to the latest edition of Incoterms. If no other term
    of delivery has been specified in the Contract the Products will be delivered Ex Works.
    Qnective AG | Thurgauerstrasse 54 | CH-8050 Zürich | Phone +41 44 307 50 20 | Fax +41 44 307 50 30 | www.qnective.com | info@qnective.com
    Within 48 (forty-eight) hours during working days, after the confirmation of receipt the full payment,
    the Buyer will receive an email confirmation from Qnective regarding the delivery date and the freight
    bill from the carrier.
    Qnective will use all reasonable endeavors to avoid delay in delivery on the notified delivers dates.
    Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will Qnective
    be liable for any loss or damage due to delay in delivery.
    The Buyer shall be responsible for obtaining insurance coverage against theft, breakage, transport,
    fire and water damage, as well as other insurable risk. The risk shall pass to the Buyer upon dispatch
    of the shipment.
    If dispatch or delivery is delayed due to circumstances for which the buyer is responsible, the risk
    shall pass to the buyer as of the date of notification of readiness for dispatch.
    If the delivery of the Products is subject to the granting of an export or import licenses by a
    government and/or any government authority under applicable law or regulation, or otherwise
    restricted or prohibited due to export or import control laws or regulations, Qnective may suspend its
    obligations and buyer’s right regarding such delivery until such license is granted or for the duration
    of such restriction and/or prohibition, respectively, and Qnective may even rescind the transaction
    without incurring any liability towards the buyers.
  6. ACCEPTANCE OF THE PRODUCTS
    The Buyer shall conduct on-site acceptance and sign on the delivery list for confirmation after
    receiving the Products. In case of inconsistency or defects, the Buyer shall notify Qnective in writing
    within 5 (five) working days (the “Acceptance Period”) after receiving the Products. Qnective’s sole
    obligation shall be, at its option, to replace any defective Products or refund the purchase price of
    any undelivered Products. The Buyer shall be deemed to have confirmed the acceptance of the
    Products if there is no feedback in 5 (five) working days.
    The Buyer will accept the Product delivered by Qnective upon delivery in accordance with article 5
    of these Terms and Conditions. If the Products do not comply with the express general warranty set
    forth in Article 8 below, the Buyer has the right to reject such Product during the Acceptance Period.
    Products not rejected during said period will be deemed accepted.
    Partial deliveries and related invoicing shall be permitted. If the Buyer fails to accept delivery of the
    Products within a reasonable period after receiving notice from Qnective that they (or any part of
    these) are ready for delivery, or if delivery is delayed for reasons attributable to the Buyer, Qnective
    may dispose of or store the Products at the Buyer’s risk and expenses.
    Where the Products are supplied by Qnective in returnable containers, these must be returned at the
    Buyer’s expenses and in good condition, if requested by Qnective. Title of these containers shall
    remain with Qnective at all times, but they shall be held at risk of the Buyer until returned to Qnective.
    Failure by the Buyer to comply with the above provision shall entitle Qnective to invoice the Buyer
    for the full replacement value of the containers.
  7. RISK AND TITLE
    The risk of loss and damage of the Products shall transfer to Buyer in accordance with agreed
    delivery term. Full title to the Products shall pass to the Buyer on full payment. In case of nonpayment by the Buyer, Qnective, without prejudice and in addition to any rights it has under Article
    3.2 of these Terms and Conditions or otherwise, may take back all or part of the Products and dispose
    of these in any way it seems fit with a view to mitigating the consequences of the non-payment by
    Buyer.
    Qnective AG | Thurgauerstrasse 54 | CH-8050 Zürich | Phone +41 44 307 50 20 | Fax +41 44 307 50 30 | www.qnective.com | info@qnective.com
  8. GENERAL WARRANTY
    Article 8 shall apply in the event not her specific warranty has been agreed in the Contract.
    Products without prejudice to any warranty extended, express or implied by law, Qnective warrants and
    represents to Buyer that the Products to be supplied to Buyer shall be new, of good quality, design,
    materials, and that all Product conform strictly to the specifications, approved samples, industry
    standards and all other requirements of the Contract, and are suitable for the intended purpose. All
    warranty claims on Product must be made in writing within 5 (five) working days of receipt of the
    Product. Qnective’s sole liability and Buyer’s exclusive remedy for a breach of this warranty is limited
    to repair, replacement or refund at the sole option of Qnective.
    To the maximum extent permitted by applicable law, Qnective hereby expressly disclaims, and Buyer
    hereby expressly waives, any warranty regarding results obtained through the use of the Products,
    including without limitation any claim of inaccurate, invalid or incomplete results. All other warranties,
    representations, terms and conditions (statutory, express, implied or otherwise) as to quality,
    conditions, description, merchantability, fitness for purpose or non-infringement (except for the
    implied warranty of title) are hereby expressly excluded
  9. LIMITATION OF LIABILITY
    Qnective shall have no liability under the warranties contained in Article 8 in respect of any defect
    in the Product arising from fair wear and tear, willful damage, negligence of the Buyer or its
    employees; or if the Buyer is in breach of payment obligations. If any of the exclusion set out in this
    article applies, Qnective reserves the right to charge the Buyer for repairing such defect at
    Qnective’s pricelist.
    Subject to any express obligation to indemnify, neither party shall be liable for any indirect or
    consequential, or punitive damages of any kind from any cause arising out of the sale, use or
    inability to use any Product, nor for, without limitation, loss of profits, goodwill or business
    interruption.
    The total liability of Qnective arising under or in connection with the Contract, including for any
    breach of contractual obligations and/or any misrepresentation, misstatement, or tortious act or
    omission (including without limitation, negligence and liability for infringement of any third party
    intellectual property rights) shall be limited to damage in an amount equal to the amount paid to
    Qnective under the Contract.
    The exclusion of liability in these Terms and Conditions shall only apply to the extend allowed
    according to applicable law.
  10. SUBCONTRACTING AND ASSIGNMENT
    Qnective may assign or novate its rights and obligation under the Contract, in whole or in part, to any of
    its affiliates or may assign any of its accounts receivable under this Contract to any party without Buyer’s
    consent. Buyer agrees to execute any documents that may be necessary to complete Seller’s assignment
    or novation. Qnective may subcontract portions of the work, so long as it remains responsible for it. The
    delegation or assignment by Buyer of any or all of its rights or obligations under the Contract without
    Qnective’s prior written consent shall be void.
  11. INTELLECTUAL PROPERTY RIGHTS
    All intellectual property rights in the Products shall at all times remain vested in Qnective or its licensor.
    Qnective AG | Thurgauerstrasse 54 | CH-8050 Zürich | Phone +41 44 307 50 20 | Fax +41 44 307 50 30 | www.qnective.com | info@qnective.com
  12. GOVERNING LAW AND DISPUTE SETTLEMENT
    This Terms and Conditions shall be governed by and construed in accordance with the substantive
    laws of Switzerland, at the exclusion of the Laws and principles of the Conflict of Laws.
    Any dispute, controversy, or claim arising out of, or in relation to, this contract, including the validity,
    invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the
    Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on
    the date on which the Notice of Arbitration is submitted in accordance with these Rules.
    The number of arbitrators shall be one or three;
    The seat of the arbitration shall be Zurich, Switzerland;
    The arbitral proceedings shall be conducted in English.