GRIMAwatches AG

General Terms and Conditions for sales of GRIMAwatches AG via the website www.grimawatches.com

§ 1 Scope
(1) GRIMAwatches AG, Promenade 6a, CH-3780 Gstaad, represented by Mr. Michael H.W. Schmitz (hereinafter „GRIMAwatches“) provides the website www.grimawatches.com presenting watches and other luxury goods. Contracts are concluded with consumers (“Konsument”) as well as persons exercising their commercial or self-employed activity, in particular entrepreneurs (hereinafter together „customer”).
(2) All legal relations between GRIMAwatches and the customer which are concluded via the webpage www.grimawatches.com are solely based on the present General Terms and Conditions, unless and as far as they are not altered by individual agreements between the parties.
(3) The customer accepts the application of the present General Terms and Conditions during the order process described in § 2 below. Opposing or deviating General Terms and Conditions of the customer have no validity unless GRIMAwatches expressly agrees to them. They do not even apply if GRIMAwatches delivers in knowledge of them and without any reservations.

§ 2 Order transaction and Conclusion of Contract
(1) The presentation of goods on the website www.grimawatches.com does not constitute a binding offer by GRIMAwatches in the legal sense. The customer can contact GRIMAwatches concerning a special article via email. GRIMAwatches will then inform the customer about the price and other details of the chosen item via email. The customer can then submit a binding offer for the conclusion of a contract.
(2) GRIMAwatches will electronically confirm the receipt of the customer’s order. This confirmation does not constitute an acceptance of the customer’s order and does not lead to the conclusion of a contract. The confirmation of the customer’s order will inter alia contain the present General Terms and Conditions.
(3) The customer’s offer is accepted by GRIMAwatches by transmitting a declaration of acceptance to the customer on the one hand and the receipt of this declaration in the email-account related to the email-address of the customer on the other hand, at the latest upon delivery of the purchased goods.
(4) Contracts will be solely concluded with GRIMAwatches.
(5) The conclusion of a contract is possible in English and German.

§ 3 Payment and Payment conditions
(1) The prices will be communicated to the customer via email and are in CHF. For customers from foreign countries, these prices are quoted net, i.e. exclusive of the respective value-added tax and exclusive of arising shipping costs according to subpara. 2. For customers from Switzerland the prices include the value-added tax (at present: 7,6 %, starting 01.01.2011: 8 %); shipping costs are added.
(2) The goods are delivered worldwide, except for conflict areas. The respective arising shipping costs will also be communicated to the customer via email. The shipment is always insured.
(3) Payments can only be made by cash in advance via bank wire transfere. In case the customer picks up the goods in the shop in Gstaad the customer can also pay in cash or via credit card. GRIMAwatches reserves the right to examine the credit-worthiness of the respective customer before accepting the order.
(4) Invoices are due upon receipt without deduction. The customer is in default 7 days after receipt of the invoice. The time of credit to GRIMAwatches’ account shall be decisive for the punctuality of the payment. In case the customer is in default with a due payment GRIMAwatches is entitled to charge default interests according to the swiss legal provisions.

§ 4 Delivery and Partial Delivery
(1) The purchased goods will be delivered ex store of GRIMAwatches to the shipping address indicated by the customer, unless otherwise agreed. The delivery will not be effected until GRIMAwatches has received the payment.
(2) The terms of delivery will be communicated to the customer via email.
(3) GRIMAwatches reserves the right to reasonable partial deliveries.
(4) In case the distributor does not serve GRIMAwatches with the goods ordered by the customer, GRIMAwatches is entitled to withdraw from the contract, provided that GRIMAwatches had not been at fault. In this case GRIMAwatches will immediately inform the customer about the fact that the ordered goods are not available. If the purchase price has already been paid it will be refunded. The aforementioned dependence on the correct and punctual supply to ourselves and the connected right to withdraw from the contract is applicable towards consumers only if a matching cover transaction has been concluded, the distributor has failed GRIMAwatches to this extent and GRIMAwatches is not responsible for the misdelivery or the non-delivery.

§ 5 Retention of Title
(1) GRIMAwatches maintains ownership of the goods delivered until complete fulfilment of all claims arising out of the current business relationship. A pledge of goods, assignment of security, processing or transformation is - before the transfer of ownership - only permitted with the express consent of GRIMAwatches.
(2) In case the customer is entirely or partly in default with payment, if customer stops his payments or GRIMAwatches becomes aware of reasons to doubt the customer’s ability to pay, customer is no longer entitled to legally dispose of the goods subject to the retention of title. In such a case GRIMAwatches is entitled to revoke the customer’s direct debit authorization towards the consignees. GRIMAwatches is then also entitled to request information about the consignees, inform them about the transfer of the claims to GRIMAwatches and to confiscate the customer’s claims towards the consignees.

§ 6 Offset and Retention
(1) The customer can charge up against GRIMAwatches with only such counterclaims which are undisputed, legally binding or disputed but ready for a decision.
(2) The customer shall be entitled to a right to retention only to the extent it arises from the same contractual relationship.

§ 7 Warranty
(1) If the customer is a consumer he is - in case of a material or legal defect - entitled to demand cure according to the legal provisions, withdraw from the contract in case the supplementary performance fails, reduce the price or demand for damages in case GRIMAwatches had been at fault.
(2) If the customer is entrepreneur, the following limitations apply: GRIMAwatches is in case of an occuring material or legal defect entitled to rework or to subsequent delivery at GRIMAwatches’ option. Warranty claims become statute-barred in one year.

§ 8 Liability
(1) GRIMAwatches shall only be liable for damages being caused intentionally, with gross negligence or as far as essential contractual obligations (“Kardinalpflichten”, i.e. a duty whose accomplishment is the basis for a proper implementation of the contract and on whose accomplishment the contractual partner has relied on or may rely on) are concerned. The liability for the injury of lives, bodies and health remains unaffected as well as the liability according to the swiss product liability law (“Bundesgesetz über die Produktehaftpflicht”) for defective products, the liability for fraudulent concealed defects, for guarantees of quality or for personal damages caused by defective products.
(2) The liability of GRIMAwatches for the breach of essential contractual obligations with slight negligence shall be limited to the typically foreseeable damage.
(3) Data communication via internet cannot be ensured error-free and/or at any time available after the present state-of-the-art. Therefore, GRIMAwatches is neither liable for the constant and continuous availability of its website nor for miscellaneous technical or electronical errors beyond GRIMAwatches’ sphere of influence. GRIMAwatches is furthermore not responsible or liable for the availability and the content of third party’s websites reachable over hyperlinks from GRIMAwatches’ website, so long as and as far as GRIMAwatches does not know that these sites contain illegal content.
(4) GRIMAwatches is not liable for the loss of data, if the damage would not have been occurred in case of proper backup of data on behalf of the customer. A proper backup of data is assumed in case the customer backups his data at least once a week and hereby ensures that the data can be reconstructed with reasonable effort. The liability of GRIMAwatches is limited to the typical effort for recovery that would have been needed in case of a proper backup of data.

§ 9 Data Protection and Final Provisions
(1) The personal data provided by the customer (name, address, email-address, phone number, telefax number, date of birth etc.) will be processed in particular in accordance with the Swiss Data Protection Act (“Bundesgesetz über den Datenschutz”). The personal data provided by the customer will, to the extent that it is required for the arrangement or the amendment of the contractual relationship, only be used for the handling of the concluded contract, e.g. for the delivery of goods to the shipping address mentioned by the customer.
(2) Eventual ineffectiveness of single provisions does not touch the effectiveness of the remaining provisions. The respective legal provisions shall apply instead of the ineffective provisions.
(3) The law of Switzerland shall apply, the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
(4) In case the customer is not consumer, place of performance and place of jurisdiction is GRIMAwatches’ place of business.

Dated: October 2010