General Terms & Conditions.

Scope of Application

These General Terms and Conditions (GTC) apply to all consulting, implementation, interim management, and brokerage services provided by Sebastiano Guzzanti Solutions (hereinafter referred to as the "Contractor") to its business clients (hereinafter referred to as the "Client"). Any deviating or conflicting terms of the Client are not recognized unless explicitly agreed upon in writing.

Contractual Basis and Order of Precedence

The contractual relationship is governed by the following order of precedence:

1. Individual Contract / Project Assignment / Engagement Letter

2. These General Terms and Conditions (GTC)

Specific provisions in an individual contract shall always take precedence over these GTC.

Services, Brokerage & Technical Qualification

The Contractor provides interim management, operational leadership, and strategic advisory services in the areas of Supply Chain, Operations, and Digital Transformation.

Furthermore, the Contractor provides boutique brokerage services for the identification, vetting, and intermediation of high-end analytical, laboratory, and processing equipment. In this capacity, the Contractor acts exclusively as a mediator (broker); purchase contracts are concluded directly between the third-party seller and the Client (buyer).

Turnkey Qualification Note: Optional technical qualification services (IQ/OQ/PQ) are conducted and warrantied directly by specialized third-party validation partners through separate contractual agreements.

Independence

The Contractor performs all services as an independent sole proprietor (Einzelfirma). No employment relationship is established between the Contractor and the Client. The Contractor is solely responsible for their own social security contributions and taxation.

Duty of Cooperation

The Client shall ensure that all necessary information, documentation, system access, and organizational resources required for the proper execution of the assignment are provided to the Contractor in a timely, accurate, and complete manner.

Compensation

Unless otherwise agreed in the individual contract or project assignment, compensation shall be calculated on a time-spent basis at the agreed hourly or daily rates. All prices are stated in Swiss Francs (CHF) and exclusive of statutory Swiss Value Added Tax (VAT).

Expenses and Travel Time

Expenses and out-of-pocket costs incurred during the execution of the mandate are not included in the fee and will be invoiced separately:

• Travel Costs: Travel by motor vehicle is charged according to the agreed mileage rate.

• Travel Time: Travel time is considered working time and, unless otherwise agreed, will be invoiced at 50% of the standard hourly rate.

• Other Expenses: Flights, public transport, accommodation, and subsistence are charged at actual cost.

Payment Terms

Invoices are payable within 14 calendar days from the invoice date without any deductions.

Liability and Warranty

The Contractor is liable only for direct damages caused intentionally or through gross negligence. Liability for slight negligence, indirect damages, lost profits, or consequential losses is expressly excluded to the extent permitted by Swiss law.

Equipment Brokerage Disclaimer: For equipment brokerage, the Contractor provides no warranty or liability regarding physical condition, operational functionality, completeness, or software status of mediated assets. Warranty and condition claims must be directed exclusively to the seller. Technical qualification services (IQ/OQ/PQ) are executed and warrantied directly by the respective specialized validation partners.

Confidentiality

Both parties commit to maintaining strict confidentiality regarding all proprietary, operational, and financial information disclosed during the collaboration. This obligation remains effective even after the termination of the contractual relationship.

Intellectual Property Rights

Work results, frameworks, and methodologies developed by the Contractor remain the intellectual property of the Contractor. Upon full payment of all invoices, the Client receives a non-exclusive right of use for the intended contractual purpose.

Data Protection

Personal and corporate data processing is conducted in strict accordance with the Swiss Federal Act on Data Protection (FADP / nDSG).

Contract Duration and Termination

Notice periods and project durations are defined in the individual project assignment. The statutory right to terminate for good cause without notice remains unaffected.

Governing Law and Jurisdiction

All legal relationships between the parties are governed exclusively by Swiss law. The exclusive place of jurisdiction for all disputes arising from or in connection with these terms is the registered office of the Contractor in Niederbipp (BE), Switzerland.

Severability Clause

Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.