Terms and Conditions

GENERAL TERMS AND CONDITIONS (GTC)

Matrix Capital AG
Freienbach, Switzerland
November 26, 2025

1. Scope of Application

These General Terms and Conditions (“GTC”) govern:

  • The use of the website of Matrix Capital AG (“Company”, “we”, “us”), and

  • All contracts for the sale of goods and related services between the Company and its customers.

By accessing the website or placing an order, the customer agrees to be bound by these GTC.

Unless otherwise agreed in writing, these GTC apply exclusively. Conflicting terms of the customer are hereby excluded.

The Company primarily operates in international trade. Goods are generally located outside Switzerland and shipped internationally.

2. Use of the Website

Matrix Capital AG grants a revocable, non-exclusive, non-transferable, limited license to use its website in accordance with these GTC.

You may not:

  • Interfere with the technical operation of the website

  • Attempt unauthorized access

  • Use the website for unlawful purposes

All content is provided in English and partly in German.

3. No Guarantee for Website Content

The Company endeavors to ensure that all information on the website is accurate and up to date. However, no guarantee is provided regarding:

  • Accuracy

  • Completeness

  • Timeliness

The Company assumes no responsibility for third-party content accessed via hyperlinks.

COMMERCIAL TERMS

4. Conclusion of Contract

Product descriptions do not constitute binding offers.

A contract is concluded only when:

  • The customer submits an order, and

  • The Company confirms the order in writing (including by email), or

  • The goods are dispatched.

The Company reserves the right to reject any order without stating reasons.

5. Prices and Currency

5.1 Currency

Prices may be quoted and invoiced in:

  • EUR (Euro)

  • GBP (British Pound Sterling)

  • CHF (Swiss Franc)

  • USD (United States Dollar)

The agreed currency stated in the order confirmation shall be binding.

Any exchange rate risk between order date and payment date shall be borne by the customer unless otherwise agreed in writing.

5.2 Net Pricing

Unless explicitly stated otherwise, all prices are net prices and exclude:

  • VAT

  • Customs duties

  • Import taxes

  • Handling fees

  • Governmental charges

All such charges are borne by the customer.

6. VAT and Tax Treatment

Matrix Capital AG is incorporated in Switzerland.

In most cases, Swiss VAT is not charged because:

  • The goods are located outside Switzerland at the time of sale, and

  • The goods are shipped from foreign locations directly to foreign destinations.

Goods may be shipped from:

  • Bardufoss, Norway (Company data center and logistics facility)

  • China

  • Taiwan

  • Other international supplier locations

Such transactions may qualify as offshore or export supplies not subject to Swiss VAT.

The customer is solely responsible for:

  • Import VAT

  • Customs duties

  • Local taxes

  • Regulatory clearance

Should tax obligations arise due to legal or regulatory changes, the Company reserves the right to invoice such taxes accordingly.

7. Payment Terms

Payment terms are defined in the order confirmation or invoice.

The Company reserves the right to require:

  • Advance payment

  • Partial prepayment

  • Full payment prior to shipment

In case of late payment, the Company may:

  • Suspend delivery

  • Charge default interest

  • Withdraw from the contract

  • Claim damages

8. Delivery, Shipping and Collection

8.1 Bardufoss Data Center and Logistics Facility

The Company operates a data center and logistics facility in Bardufoss, Norway.

This facility serves as:

  • Data center infrastructure location

  • Storage and warehousing facility

  • Distribution center

  • Collection point for customers

Goods may be shipped from Bardufoss or directly from international suppliers (including China or Taiwan).

The Company reserves the right to determine the shipping origin at its discretion.

8.2 Delivery Times

Delivery times are estimates only and non-binding.

Delays may occur due to:

  • Customs procedures

  • International transport

  • Supplier delays

  • Force majeure

The Company is not liable for delays beyond its reasonable control.

8.3 Transfer of Risk

Risk transfers to the customer:

  • Upon handover of goods to the carrier, or

  • Upon physical handover in case of collection.

8.4 Collection of Goods

If collection is agreed:

  • Collection must occur within the agreed timeframe.

  • Risk transfers upon physical handover.

  • Storage fees may apply for delayed collection.

If goods are not collected within a reasonable period, the Company may:

  • Set a final deadline

  • Withdraw from the contract

  • Claim damages

8.5 Partial Deliveries

Partial deliveries are permitted where reasonable.

9. Retention of Title

Goods remain the property of Matrix Capital AG until full payment has been received.

The Company reserves the right to register retention of title where legally permissible.

10. Inspection and Defects

The customer must inspect goods immediately upon receipt.

Visible defects must be reported in writing within five (5) days of delivery.

Failure to notify within this period constitutes acceptance of the goods.

11. Limitation of Liability

To the extent permitted by law, the Company excludes liability for:

  • Indirect damages

  • Consequential damages

  • Loss of profit

  • Loss of business

  • Third-party claims

Liability for gross negligence or willful misconduct remains unaffected.

12. Force Majeure

The Company shall not be liable for failure or delay caused by events beyond its reasonable control, including:

  • Natural disasters

  • War

  • Government restrictions

  • Trade sanctions

  • Supply chain disruptions

  • Pandemics

  • Transport interruptions

13. Intellectual Property

All website content is protected by copyright and intellectual property laws.

Reproduction, distribution, commercial use, or hyperlinking requires prior written consent.

14. Amendments

The Company reserves the right to amend these GTC at any time.

The version valid at the time of contract conclusion shall apply.

15. Governing Law and Jurisdiction

These GTC are governed exclusively by Swiss law.

The place of jurisdiction, to the extent legally permissible, is Schwyz, Switzerland.

16. Severability Clause

If any provision of these GTC is or becomes invalid or unenforceable, the remaining provisions shall remain unaffected.

The invalid provision shall be replaced by a valid provision reflecting the economic intent of the original clause.

Freienbach, November 26, 2025
Matrix Capital AG