GENERAL TERMS AND CONDITIONS

General Terms and Conditions (GTC)

dropflow GmbH · Version 2.1 · Effective: November 2026 (replaces Version 2.0 of 14.07.2025)

Structure

• Part A: General Provisions (A1 – A12) – Applicable to all business relationships
• Part B: Physical Products & Industrial Solutions (B1 – B6) – Adhesives/sealants, dispensing technology, UV curing, manufacturing & C-parts, sensors
• Part C: AI, Process & Automation Services (C1 – C10) – Process assessments, workflow automation, custom applications & managed operations

Part A: General Provisions

A1. Scope of Application

1. These General Terms and Conditions (“GTC”) govern all contractual relationships between dropflow GmbH, Meierenaustrasse 18, 9443 Widnau, Switzerland, UID CHE-499.519.856 (“dropflow”) and its customers (“Customers”, jointly the “Parties”).
2. These GTC apply to all deliveries and services provided by dropflow, in particular:
   • the sale and delivery of physical products and systems (e.g., industrial adhesives and sealants, dispensing controllers and robots, material supply systems, UV-LED curing systems, CNC turned/milled and C-parts, as well as LoRaWAN sensors and hardware);
   • technical engineering services in the industrial sector (e.g., process analysis, sampling, dispensing and curing trials, system sizing, training, and provision of digital bonding documentation platforms);
   • consulting, design, and implementation services in AI and Process Solutions (e.g., AI & Process Assessment, workflow automation, system integration, custom business applications, and agreed operations and continuous improvement).
3. Deviating, conflicting, or supplementary terms and conditions of purchase of the Customer shall not become part of the contract, even if dropflow does not expressly object to their validity in individual cases.
4. Written individual agreements with the Customer (in particular quotations, order confirmations, project, work, or operations agreements) take precedence over these GTC in the event of contradictions.
5. Focus on Business Customers (B2B): dropflow's offerings are directed primarily at businesses, legal entities, and commercial enterprises. The person acting on behalf of the Customer warrants that they are authorized to represent the company.

A2. Conclusion of Contract

1. Quotations, guideline prices, and technical information provided by dropflow are non-binding unless expressly designated as binding in writing.
2. An order or commission placed by the Customer constitutes a binding offer to contract. dropflow may accept this offer within 14 days of receipt.
3. A contract is concluded upon dropflow's written order confirmation (including by email), upon signing a project/service agreement, or at the latest upon delivery of the goods or commencement of service performance.
4. For digital services or platform access, the contract is concluded at the latest upon provision of credentials or activation.

A3. Prices and Currency

1. Unless agreed otherwise in writing, all prices are quoted in Swiss Francs (CHF), net, and exclusive of statutory Value Added Tax (VAT / MWST).
2. For physical products, standard commercial packaging is included. Freight, transport, insurance, customs, and shipping costs, as well as any small-order surcharges or special/hazardous-goods packaging, are borne by the Customer.
3. For services (such as the AI & Process Assessment, project implementations, or development services), scope and remuneration (fixed price or time-and-materials) are agreed upfront in the quotation. Third-party costs for external platforms, cloud infrastructure, licenses, or AI language models (token/API fees) are disclosed transparently and billed according to agreement or borne directly by the Customer.
4. If procurement costs beyond dropflow's control (manufacturer prices, raw material surcharges, customs duties, currency fluctuations, or statutory levies) increase between contract conclusion and performance, dropflow is entitled to adjust prices accordingly.
5. For continuing obligations (e.g., operations, maintenance, or SaaS agreements), dropflow may adjust prices with 30 days' prior notice. In such cases, the Customer has the right to terminate the affected contract part ordinarily effective upon the date the price change takes effect.

A4. Payment Terms

1. Unless otherwise agreed in writing, invoices from dropflow are payable within 30 days of the invoice date without any deduction.
2. For recurring services (operations agreements, licenses, subscriptions) or project milestones, invoicing takes place according to the payment schedule or in advance for the respective billing period.
3. Payment is deemed made once the amount has been irrevocably credited to dropflow's bank account.
4. Offsetting counterclaims by the Customer or withholding payments is excluded without prior written consent from dropflow.
5. Upon expiration of the payment period, the Customer is in default without further reminder. In the event of default, dropflow is entitled (individually or cumulatively) to:
   • charge default interest of 5 % p.a.;
   • declare all outstanding receivables immediately due and payable;
   • withhold its own deliveries, support, or project services until full payment is received, or temporarily suspend access;
   • demand advance payment or security, or withdraw from the contract after expiry of a brief grace period and claim damages.

A5. Limitation of Liability

1. dropflow's liability is excluded to the maximum extent permitted by law (Art. 100 and Art. 101 CO). Liability exists solely for damages caused by gross negligence or willful misconduct on the part of dropflow, as well as for mandatory statutory grounds of liability (e.g., personal injury).
2. Any liability for slight and medium negligence as well as for indirect, incidental, and consequential damages is excluded – in particular for lost profits, unrealized savings, production or business interruptions, scrap costs, recall costs, data loss, or third-party claims.
3. Liability Cap: Where an exclusion of liability is not legally permissible, dropflow's total aggregate liability – regardless of legal basis – is limited to the lower of the following amounts:
   • the net remuneration paid by the Customer for the affected delivery or service in the six (6) months preceding the damaging event, or
   • a maximum of CHF 10,000 for companies with 50 or more employees, CHF 5,000 for SMEs (10–49 employees), or CHF 1,000 for companies with fewer than 10 employees.

A6. Intellectual Property and Usage Rights

1. All intellectual property, copyright, and ownership rights in concepts, studies, process analyses, plans, drawings, documentation, software components, workflows, prompts, scripts, and templates remain with dropflow or the respective manufacturers.
2. Without express written agreement, the Customer may not copy, decompile, reverse engineer, or make available to third parties any provided documentation, concepts, or software.
3. Word and figurative trademarks of dropflow and its represented manufacturers may not be used without prior written authorization.

A7. Data Protection

1. dropflow complies with the Swiss Federal Act on Data Protection (FADP) and – where applicable – the GDPR. Details are set out in our Privacy Policy at www.dropflow.ch/en/privacy-policy.
2. Where dropflow processes personal data on behalf of the Customer within IT, automation, or cloud services, the Parties conclude a separate Data Processing Agreement (DPA / AVV).

A8. Term and Termination

1. Contracts for the purchase of physical products or one-off work/consulting services (such as the AI & Process Assessment) end upon complete fulfillment of mutual obligations.
2. Recurring agreements (e.g., operations, maintenance, or license agreements) apply for the agreed minimum term and automatically renew for the agreed renewal period unless terminated in writing observing the contractually agreed notice period (3 months to the end of a term period unless agreed otherwise).
3. The right to extraordinary termination for good cause remains reserved at all times.
4. Upon termination of the contract, all time-limited usage rights and system accesses expire. Confidential documents must be returned or deleted upon request.

A9. Force Majeure

dropflow is not liable for delays or non-performance resulting from force majeure or other unforeseeable events beyond dropflow's control (in particular natural disasters, war, terrorism, epidemics, government measures, strikes, energy or raw material shortages, delivery delays by sub-suppliers/manufacturers, and outages of third-party telecommunications or cloud networks). Deadlines are extended appropriately for the duration of such obstacles.

A10. Confidentiality

Both Parties undertake to treat all trade and business secrets, technical data, drawings, calculations, process documentation, and software configurations of the other Party obtained in the course of cooperation as strictly confidential, to use them solely for the purpose of the contract, and not to disclose them to unauthorized third parties without written consent.

A11. Indemnification

The Customer shall indemnify and hold dropflow harmless from all third-party claims (including reasonable legal defense costs) arising from the fact that data, drawings, specifications, materials supplied by the Customer, or workflows initiated by the Customer infringe third-party intellectual property rights or applicable law.

A12. Final Provisions, Governing Law & Jurisdiction

1. Amendments and supplements to a contract must be in text or written form to be valid.
2. Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected (severability clause). The invalid provision shall be replaced by a valid arrangement that comes closest to the intended economic purpose.
3. All legal relationships between dropflow and the Customer are governed exclusively by substantive Swiss law, to the complete exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention / CISG) and conflict-of-laws rules.
4. Exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is 9443 Widnau (Canton of St. Gallen, Switzerland). However, dropflow is also entitled to bring action against the Customer at the Customer's registered office.

Part B: Special Provisions for Physical Products & Industrial Solutions

This Part applies in addition to Part A to the sale and delivery of physical products (in particular adhesives, sealants, coatings, dispensing equipment, robotics, material supply systems, UV-LED curing systems, custom and standard manufacturing/C-parts, as well as sensors/gateways) and related technical services.

B1. Product Description, Application Engineering Advice & Customer Testing

1. Information in catalogs, datasheets, on the website, or in application engineering recommendations is based on manufacturer data and practical experience, but does not constitute warranted characteristics or guarantees for the Customer's specific application unless expressly agreed in writing.
2. Because processing conditions, surface characteristics, substrate pairings, and environmental conditions at the Customer's facility are outside dropflow's control, any consultation or preliminary trial by dropflow does not release the Customer from the obligation to test the products in their own qualification trials for suitability for the intended purpose prior to series production.
3. For custom manufacturing and C-parts produced to Customer drawings, the Customer is responsible for the accuracy and technical feasibility of the submitted drawings, CAD data, tolerances, and material specifications. Industry-standard over- or under-deliveries (up to ±10 % for custom-made items) remain reserved.

B2. Delivery Terms & Transfer of Risk

1. Unless agreed otherwise in writing, deliveries within Switzerland are made EXW Widnau (Incoterms 2020) and international deliveries FCA Widnau (Incoterms 2020).
2. Partial deliveries are permissible and may be invoiced separately.
3. Benefit and risk pass to the Customer at the latest when the goods are made available for collection or handed over to the forwarding agent, carrier, or parcel service.

B3. Delivery Dates and Lead Times

1. Stated delivery dates and lead times are estimates and only constitute binding fixed dates if expressly confirmed in writing as a fixed date by dropflow.
2. A delivery period only begins once all technical details, drawing approvals, official permits, and agreed advance payments have been received.
3. If delivery to dropflow by the respective manufacturer or sub-supplier is delayed through no fault of dropflow, the delivery period is extended accordingly.

B4. Incoming Inspection and Notice of Defects

1. The Customer must inspect the delivered goods (including batch numbers, expiration dates / shelf life, cold-chain/storage requirements, and dimensional accuracy) immediately upon receipt (Art. 201 CO).
2. Obvious defects, wrong deliveries, or quantity deviations must be reported to dropflow in writing and with substantiation within seven (7) calendar days of receipt. Transport damage must additionally be reported directly to the carrier.
3. Hidden defects must be reported in writing immediately upon discovery, and no later than within the warranty period. If timely notice is omitted, the delivery is deemed approved.

B5. Warranty for Physical Products

1. dropflow warrants that delivered products are free from material and manufacturing defects when stored properly and used as intended.
2. The warranty period is 12 months from delivery. For chemical-technical products with limited shelf life (e.g., adhesives, sealants, primers, activators), the warranty period is limited to the expiration date (shelf life) stated on the container or certificate if that date occurs before 12 months have elapsed, provided that prescribed storage conditions (e.g., cold chain, UV protection, humidity) have been continuously maintained.
3. Excluded from warranty are normal wear and tear (e.g., seals, dispensing needles, tubing, rotors/stators, batteries), damage caused by improper handling, non-compliance with operating or processing instructions, third-party modifications, or use of unsuitable media.

B6. Warranty Remedies

1. For defects reported in time and substantiated, dropflow shall, at its discretion, provide repair or replacement delivery.
2. If subsequent performance definitively fails, the Customer may request an appropriate reduction of the purchase price. Further warranty and damage claims are excluded within the limits of Section A5.

Part C: Special Provisions for AI, Process & Automation Services

This Part applies in addition to Part A to consulting, design, development, and operations services in AI & Process Solutions (in particular AI & Process Assessments, workflow automation, system integration, custom business applications, and managed operations).

C1. Scope of Services & Methodology

1. The specific scope of services is defined in the respective quotation, statement of work, or project agreement:
   • AI & Process Assessment: Clearly scoped, paid analysis of a concrete business workflow, data/system landscape, and required control points, delivering prioritized action options.
   • AI & Process Solution (Implementation): Design, implementation, integration, and testing of a selected workflow, automation, AI integration, or custom business application according to agreed milestones and acceptance criteria.
   • Operations & Continuous Improvement: Ongoing support, monitoring, maintenance, and controlled evolution of a deployed solution based on an explicit operations agreement.
2. Consulting, analysis, and support services are governed by Swiss mandate law (Art. 394 et seq. CO); clearly scoped development or delivery deliverables with agreed acceptance criteria are additionally governed by the individual contractual terms.

C2. Operations, Service Hours & Availability (SLA)

1. No Blanket 24/7 Guarantee: Unless expressly agreed otherwise in a separate written operations agreement (Service Level Agreement / SLA), dropflow owes no blanket 24/7 on-call duty, no guaranteed response times, and no uninterrupted availability.
2. Regular Business Hours: Support and operational services under agreed operations contracts are generally provided on business days at dropflow's registered office (Monday to Friday, 08:00 – 17:00 CET/CEST, excluding public holidays in the Canton of St. Gallen).
3. Maintenance & Third-Party Infrastructure: For cloud and workflow environments managed by dropflow, high availability is targeted; necessary maintenance windows or updates as well as outages of external cloud, API, or AI model providers remain reserved at all times.

C3. Customer Cooperation Obligations

1. The Customer shall designate authorized points of contact, provide required process information, test data, system access, and API permissions in a timely manner, and review intermediate deliverables and approvals prior to production rollout.
2. The Customer is responsible for the secure safekeeping of its access credentials, the lawfulness of supplied data, and compliance with its own industry-specific regulatory requirements.

C4. Usage Rights to Work Results & Software

1. Upon full payment of the agreed remuneration, the Customer receives the contractually agreed right to use the work results, documentation, and configurations created specifically for its own internal business operations.
2. For pre-existing standard modules, reusable workflow building blocks, methodologies, and tools of dropflow, as well as provided SaaS/platform services, the Customer receives a non-exclusive, non-transferable right of use for the agreed contract term.
3. For third-party software, open-source components, cloud services (e.g., n8n, Supabase, Microsoft 365, bexio), and AI models used, the license and terms of use of the respective third-party providers apply additionally.

C5. Acceptance & Defect Rectification in Project Implementations

1. Prior to putting an implemented solution into production, the Customer shall test the agreed functions and handoffs within an agreed acceptance test.
2. Any material deviations from the agreed specification must be documented in writing and reproducibly; dropflow shall remedy justified defects within a reasonable period by adjustment, update, or workaround.

C6. Specific Disclaimers for AI & Automation

1. Human Control Points (Human-in-the-Loop): Automated workflows and AI language/analysis models are technical tools. AI systems operate probabilistically and may generate incomplete, inaccurate, or unexpected outputs (“hallucinations”).
2. Customer Validation Duty: For workflows with commercial, financial, safety, or legal relevance, the Customer is obligated to maintain appropriate human review and approval steps and to validate AI-generated or automated results before use. dropflow assumes no liability for decisions or actions that the Customer bases on unverified AI outputs or erroneous input data.
3. Changes to Third-Party APIs & AI Models: If third-party providers (e.g., ERP/CRM vendors, cloud platforms, or AI model providers) change their interfaces (APIs), pricing, rate limits, or model behavior after project completion, this does not constitute a defect in dropflow's performance; necessary adaptations are carried out under an agreed operations or follow-up order.

C7. Data Processing, Storage Locations & Sub-Processors

1. Data flows, access permissions, storage locations, and engaged sub-processors (e.g., server operation of our n8n automation environment via our partner philflow in Germany or connection of external AI APIs) are disclosed transparently and agreed per project.
2. The Customer remains the data protection controller for personal data processed within its business workflows and ensures that a valid legal basis exists for such processing.

C8. Customer Content & Acceptable Use

The Customer ensures that all content and data fed into workflows, applications, or AI systems do not infringe third-party rights (copyright, trademark, personality, or confidentiality rights) or statutory provisions and are free of malicious code.

C9. Responsible Use of AI & Compliance (EU AI Act / Swiss Law)

1. When deploying AI systems, the Parties observe the principles of transparency, human oversight, data security, and non-discrimination.
2. Using solutions provided by dropflow for practices prohibited under applicable law (including the EU AI Act, where applicable) – such as unlawful social scoring, prohibited biometric surveillance, or deceptive manipulation – is strictly prohibited.
3. If the Customer is subject to special regulatory or sector-specific requirements (e.g., medical devices, financial sector, professional secrecy), the Customer shall inform dropflow in writing prior to project start so that these requirements can be addressed in the system architecture.

C10. Final Provision

These General Terms and Conditions (Version 2.1) enter into force in November 2026 and replace all previous versions.

dropflow GmbH · Meierenaustrasse 18 · 9443 Widnau · Switzerland · CHE-499.519.856