1. Scope

These General Terms and Conditions of Sale (GTC) apply to all offers, sales, services, and contracts concluded between Climat Gestion SA (the “Supplier”) and its customers (the “Customer”) in connection with the design, supply, installation, regulation, and/or commissioning of refrigeration systems, heat pumps, automation, or similar equipment.

They form an integral part of any contract, offer or mandate accepted by the Customer, including working relationships established following one-off interventions.

2. Offers and orders

Orders placed by the Customer following a written offer from the Supplier are only valid after written confirmation, signature and transmission to the Supplier.

All offers are based on the information, plans, technical data, and conditions known at the time of writing. Any changes to the data or documents provided by the Customer between the date of the offer and the date of acceptance may result in a revision of prices, deadlines, or contractual conditions.

3. Prices, invoicing, and payment terms

3.1. Fixed prices

Validity period

Unless otherwise stated, the fixed prices appearing in the offer sent by the Supplier to the Customer are valid for a period of one month from the date of dispatch or the date of presentation of the offer to the Customer. Beyond this period, the Supplier reserves the right to revise the prices offered.

However, after acceptance of the order, the Supplier may pass on to the Customer any increase in the cost of living, in particular by applying the consumer price index relating to labor rates, as well as any significant variation in the prices of materials or parts.

Work not included

Fixed-price services do not include any work not expressly mentioned in the offer, in particular:

• Civil engineering, masonry (core drilling, fire passages), painting, carpentry, etc.

• Electrical installations (power supplies, connections, controls, etc.)

• Sanitary installations (condensate drainage, water supply/drainage, etc.)

• Provision of special equipment (lifting equipment, platforms, scaffolding, etc.).

• Preparation of public inquiry, subsidy application, or administrative files

Additional costs

Any work not included in the initial quote will be subject to either an additional quote or invoicing at the Supplier's current rates.

Any change to the specifications, technical data, access conditions, or initial schedule will result in an additional charge.

This includes, in particular:

• Changes to data or plans communicated by the Customer or its representatives,

• The impact of delays or defects in the work of other trades or subcontractors of the Customer,

• The need for unforeseeable technical or logistical adjustments,

• An increase in the frequency of site meetings beyond what was initially planned.

In the event of an unjustified or abusive refusal by the Customer to accept an additional charge, the Supplier may suspend the work.

3.2. Work on a time and materials basis

Work on a time and materials basis is invoiced according to the work reports signed by the Customer and at the rates in force.

In the absence of a signature, the report drawn up by the Supplier shall be deemed authentic, unless a reasoned objection is made in writing within 5 days.

3.3. Deposit and interim payments

Unless otherwise agreed, payments are due as follows:

• 30% upon order, payment upon receipt.

• 60% according to the progress of the work, payment within 30 days.

• 10% upon receipt, payment within 30 days.

Partial payments shall in no way constitute a waiver of the Supplier's rights.

Any delay in payment shall result in interest on arrears of 5% per annum. In the event of non-payment, the Supplier reserves the right to suspend performance of the contract without further notice.

4. Planning and deadlines

Performance deadlines are given for information purposes only. The Supplier may extend them without penalty, in particular:

• In the event of delays on the part of other parties involved,

• In the event of late receipt of information or advance payments from the Customer,

• For any other reason beyond its control.

Interventions are planned by mutual agreement. Any changes to the schedule must be notified within a reasonable period of time.

The Customer shall not be entitled to any compensation in the event of a delay, except in the case of proven gross negligence on the part of the Supplier. Such a delay shall in no case constitute grounds for termination of the contract.

In the case of work on a time and materials basis, the intervention deadlines are given as an indication and depend in particular on the availability of personnel and the delivery times for spare parts, in Switzerland or abroad.

5. Force majeure

The Supplier shall not be held liable for any delay or failure resulting from a case of force majeure, as defined by Swiss case law, including in particular: natural disasters, shortages, supply blockages, strikes, pandemics, armed conflicts, or carrier failures.

6. Transfer of ownership, risks, and acceptance

The delivered equipment remains the exclusive property of the Supplier until full payment has been made. In order to guarantee the enforceability of this retention of title against third parties, it may be entered, at the Supplier's initiative, in the register of retention of title agreements kept by the competent debt enforcement office, in accordance with Article 715 of the Swiss Code of Obligations. The Customer expressly authorizes such registration without the need for any additional agreement.

Risks (theft, loss, damage) are transferred to the Customer upon delivery to the site.

Acceptance is deemed to have taken place:

• Upon signature of the acceptance protocol

• Or, failing that, within 30 days of the Supplier's notice of completion without response from the Customer,

• Or, failing that, on the date of dispatch of the final invoice by the Supplier, provided that the Customer has had the opportunity to examine the work.

With regard to work on a time and materials basis, the transfer of ownership shall be deemed to have taken place:

• Upon signature of the work report,

• Or, failing that, on the date of dispatch of the invoice for the work.

7. Warranty

7.1. New deliveries and installations

A contractual warranty is granted from the date of transfer of ownership.

Any warranty claim must be made in writing within 7 days of discovery of the defect, failing which the right to warranty shall be forfeited.

The warranty does not apply:

• In the event of improper use or excessive strain,

• If third parties intervene on the equipment,

• In the event of lack of maintenance.

The supplier will, at its discretion, either repair or replace the part(s) concerned.

7.2. Repairs and one-off interventions

No warranty is given on repairs or one-off interventions. The Customer expressly accepts this exclusion.

Replaced parts are guaranteed according to the manufacturers' terms and conditions or, failing that, for one year, excluding labor, from the date of transfer of ownership.

8. Operation - Exclusions of liability

The Supplier declines all liability in the event of:

• Indirect damage resulting from an interruption or operating incident: in particular, loss of turnover, damage to refrigerated products, or energy costs.

• Power or water outages,

• Interventions by unauthorized third parties,

• Lack of maintenance or misuse,

• Failure of remote monitoring, deactivation thereof, or modification of its settings by the Customer.

In any event, the Supplier's liability is limited to the amount invoiced for the services that caused the damage, except in cases of fraud or gross negligence.

The Supplier's liability does not cover production losses, data losses, financial losses, or damage to reputation.

The Customer is solely responsible for:

• Monitoring and operating the installations,

• Regular maintenance (via contract or other means),

• Organizing and paying for any necessary repairs.

9. Equipment rental

Rented equipment is checked before delivery. The Customer is responsible for any damage, loss, or theft of rented equipment from the moment of delivery.

10. Site access and safety

The Customer guarantees free, secure access to the facilities and technical premises for the Supplier's employees, in accordance with legal requirements.

Any waiting time caused by insufficient or delayed access to the facilities may be invoiced as an additional charge.

The Supplier's refusal to perform a service for safety reasons shall not constitute a valid reason for termination of the contract by the Customer.

11. Intellectual property

All elements related to the offers (drawings, technical data, equipment used, software and control systems, etc.) remain the exclusive intellectual property of the Supplier.

They may not be disclosed to third parties or used without prior written authorization.

Any violation shall result in the payment of a contractual penalty of CHF 25,000, without prejudice to additional compensation.

12. References and communication

The Supplier is authorized to mention the Customer's name and to present the installations carried out on its behalf in its paper or digital communication tools (website, brochures, social networks, etc.) for the purpose of promoting its expertise.

This communication may include photographs of the installations, excluding any confidential or strategic information, unless the Customer has given its prior consent.

The Customer may object to this use for valid reasons by sending written notification to the Supplier.

13. Termination

In the event of non-performance by the Customer of its obligations (payment, access to the site, etc.), the Supplier may terminate the contract as of right, without prejudice to the services due, after formal notice has remained unsuccessful for 10 days.

In such a case, the Customer shall not be entitled to any compensation of any kind and a final site statement shall be drawn up for the amounts remaining to be paid. The Customer undertakes to pay the statement in question.

14. Acceptance of the GTC

By signing an offer, a contract, or a work report, the Customer acknowledges that they have read and understood these GTC.

The GTC are deemed to have been accepted upon signature and upon commencement of the services, even without a formal signature.

Any deviation requires the written consent of the Supplier.

15. Applicable law and jurisdiction

Swiss law is applicable. The place of jurisdiction is Chamoson (VS), unless otherwise agreed in writing.

Any dispute shall be subject to a prior attempt at mediation before any legal action is taken. This clause does not suspend the limitation periods, unless expressly agreed by the parties or contrary legal provisions.

The Supplier reserves the right to pursue the recovery of its claims without resorting to mediation.

In the event of any contradiction between documents, the order of precedence shall be as follows:

1. The Supplier's offer,

2. These General Terms and Conditions of Sale,

3. The Customer's specifications,

4. The applicable SIA standards,

5. The Swiss Code of Obligations (CO).