1 Aim and purpose of the document

These General Terms and Conditions of Purchase (hereinafter referred to as “GPC”) apply generally to procurement.
The companies of SwissFactory.Group (hereinafter referred to as “Purchaser”) do not recognize any terms and conditions of the Supplier that conflict with or deviate from these GPC and shall not be valid unless agreed in writing.
These GPC shall also apply if the customer accepts the supplier’s delivery without reservation in the knowledge of conflicting or deviating terms and conditions of the supplier.
The scope of delivery, specifications, objectives, delivery dates and prices shall be set out in separate orders. The individual supply contracts shall come into effect upon acceptance of these orders. These GPC form an integral part of these contracts.

2 Scope of application

All deliveries, services and offers of the Supplier shall be made exclusively on the basis of these GPC in their currently valid version. They are an integral part of all contracts that we conclude with our suppliers for the deliveries and services offered by them. They shall also apply to all future deliveries, services or offers to us, even if they are not separately agreed again.
The supplier’s terms and conditions of business shall not apply, even if we do not separately object to their validity in individual cases, and even if we or our customers accept the supplier’s delivery without reservation in the knowledge that the supplier’s terms and conditions conflict with or deviate from our terms and conditions of purchase.

3. Offer, order and orders

Requests from the customer for a quotation from the supplier are non-binding. With the inquiry, the Supplier is requested to submit a free offer as a specialist. In the offer, the Supplier shall be guided by the descriptions and objectives of the Purchaser and, in the event of deviations, shall expressly point this out; the Supplier acknowledges an obligation to provide information. By submitting the offer, the supplier also declares the feasibility of manufacturing the product. If the supplier prepares drafts, calculations, costings, project models, etc., this shall be done free of charge and without obligation, even if such services are usually provided for a fee. If the supplier does not specify a deadline in its offer, this shall be binding for 90 days. The origin of the goods must be stated in the offer.
Orders must be made in writing; in principle, this also applies to the acceptance of the order by the supplier. Irrespective of this, an order shall also be deemed accepted if the supplier does not object within a period of 5 days after receipt of the order.
The order documents signed by us and the supplier (confirmed offers, service description or similar) are decisive for the services owed. Deviations from an order signed by us require our express written confirmation in order to be valid, as do verbal agreements deviating from the contractual documents signed by both parties.
The Purchaser shall provide the Supplier with all technical documents required for the fulfillment of the work ordered.
The Supplier shall notify the Purchaser in writing in advance of any changes to the raw materials, product manufacture, relocation and testing. In the event of such changes, an order may only be placed after written approval by the Purchaser.

4 Prices, terms of payment, origin of goods

The price stated in the order is binding and is understood to be in the agreed currency and Incoterms in the version valid at the time. All ancillary costs such as freight, insurance, all types of taxes, duties, fees, customs duties and inspection costs and the like, export, transit, import and other authorizations as well as certifications shall be borne by the Supplier. If the Purchaser has become liable for costs, these shall be reimbursed by the Supplier to the Purchaser against appropriate proof.
All correspondence, confirmations, delivery bills and invoices must state the order number, the exact description of the goods and the number of the drawing or product stated in the order; the Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless it can prove that it is not responsible for them. No goods will be accepted without a delivery bill and identification of the order number.
A separate invoice in duplicate shall be issued for each order and each delivery.
Payment by the customer shall be made 60 days net after delivery or in accordance with the agreed terms of payment for each individual or call-off order. The supplier undertakes to list the declaration of origin on all invoices, stating the underlying free trade agreement, or to submit a long-term supplier’s declaration.
Changes to the origin of the goods are only permitted with the express approval of the customer.

5 Delivery, transfer of risk, assembly work

The delivery date or delivery period stated in the order is binding. In the event of a delay in delivery, default shall occur automatically, unless the parties agree on a different solution in the event of early notification of difficulties.
In the event of a delay in delivery by the Supplier, the Purchaser shall be entitled to demand a contractual penalty of 1% of the net purchase price per calendar day of delay, up to a maximum of 10% of the net purchase price. The Purchaser reserves the right to claim the contractual penalty until the final payment. Once the maximum contractual penalty has been reached, the customer may, at its discretion, adhere to the contract or withdraw from the contract. The right to claim damages resulting from the delay remains reserved.
Early or partial deliveries are only permitted by agreement.
The provision of installation services, the general conditions to be observed for installation services and the remuneration for installation services are included in the delivery price, unless special remuneration has been agreed. The supplier’s general terms and conditions of delivery and assembly in this respect shall expressly not become part of the contract.The acceptance of systems and machines takes place after installation and trial operation at the installation site. An acceptance report to be signed by us and the supplier shall be drawn up on acceptance. Upon acceptance, the risk of accidental loss and accidental deterioration of the delivered parts shall pass to us. If no acceptance has been agreed in individual cases, the risk shall pass to us when the goods are handed over to us at the agreed destination, even in the case of contractually agreed shipment.
Packaging of any kind, in particular transport packaging, must be taken back by the supplier at our request and at his own expense. We shall return reusable packaging (pallets, crates etc.) – if agreed – in the same type and quality.
The supplier shall bear the travel and living expenses of its employees and representatives who are involved in assembly, acceptance and trial operation.
The supplier shall provide the tools and lifting equipment required for delivery and assembly at its own expense.

6 Scope of delivery, fulfillment of requirements, right of access

Prior to the start of production, design drawings shall be made available to the Purchaser for approval upon request. Approval by the Purchaser shall not release the Supplier from its responsibility for the functional suitability and feasibility.
Upon request, the documents drawn up by the Supplier on the basis of the specifications/specifications of the Buyer shall be made available to the Buyer as drawings and/or as electronic data in a suitable form.
The Supplier is obliged to take all precautions necessary for environmental protection, accident prevention and health protection with regard to the delivery item and to take into account and fulfill all official and legal requirements.
The Supplier undertakes to comply with the conventions of the International Labor Organization (ILO), the UN Declaration of Human Rights, the UN Conventions on the Rights of the Child and on the Elimination of All Forms of Discrimination against Women, the UN Global Compact and the OECD Guidelines for Multinational Enterprises.
Where applicable, all materials, components, assemblies or services ordered are always
RoHS compliant in accordance with the Directive on the restriction of the use of certain hazardous substances in electrical and electronic equipment (2011/65/EU and (EU)2015/863).

Free from nanomaterials according to the Recommendation on the definition of nanomaterials (2011/696/EU).
Registered according to REACH Regulation EC No. 1907/2006.
Free from conflict minerals 3tg according to 2017/821 (EU).
The currently valid version of the EU (eur-lex.europa.eu) including its annexes must be observed.

The customer is entitled to request certificates confirming compliance with the applicable provisions.
If deviations from a standard are necessary in individual cases, the supplier must obtain our prior written consent. The supplier’s warranty obligation shall not be affected by our consent.
The delivered goods shall be free of defects if they comply with the specifications and other information and are suitable for the intended use recognizable under the contract.
The product tests shown in reports, protocols and certificates are carried out exclusively with calibrated test equipment. Calibration is traceable to national and international standards.
All necessary documentation, declarations, tests and markings are included in the scope of delivery and are provided in electronic form (pdf) in German and/or English. The supplier’s documentation may be reproduced and published without prior consultation.

In order to guarantee a constantly high and consistent quality, the supplier must provide the information and details requested by us completely and truthfully and keep them up to date at all times. We must be informed of any changes immediately and without being asked.
The Customer shall be entitled to inspect the progress of work on the Supplier’s premises and business premises at any time during normal operating and business hours by prior arrangement. The Supplier shall grant the Customer the right to audit the part of the production relevant to its products. The Supplier acknowledges that if products fall under the EU MDR law and EN 9100, audits by the authorities may take place unannounced.
The Supplier shall maintain the following procedures and checks to avoid counterfeit parts:
procurement only from authorized dealers or directly from the manufacturer;
inspection of parts upon receipt of goods. These include at least the identification on the part and delivery documents, but also drawings and accompanying documents. In particular, attention must be paid to the manipulation of markings, date of manufacture, country of origin or manufacturer on labels, packaging and accompanying documents;
ensure the identifiability and traceability of parts and documentation through the entire value chain at every stage of the process;
ensure that all employees are aware of their contribution to product and service conformity, their contribution to product safety including counterfeit or potentially counterfeit parts and the importance of ethical behavior;
that identified counterfeits are immediately reported to the customer and withdrawn from the goods traffic.
The supplier also transfers all these obligations to its subcontractors.
Additional requirements for mechanical engineering:

The necessary safety and health requirements for the design and construction of machines in accordance with the applicable EC machinery directives must be complied with, as must the necessary requirements for hygienic machine design. Compliance with the relevant accident prevention regulations must be verified by the supplier by means of the “GS” mark or “CE” mark with declaration of conformity in accordance with EN 45014.
Unless otherwise specified, the supplier’s scope of delivery shall include safe system performance, the preparation of all maintenance and circuit diagrams and operating instructions in German, the preparation of cleaning instructions and spare parts lists, good accessibility for operating, cleaning and maintenance work, low-wear system operation and the use and usability of machine and materials with chemical and wet cleaning suitability.
All software required to operate the machine (e.g. control system) is included in the scope of delivery. The supplier must provide us with the necessary rights of use to the software for an unlimited period of time. We are permitted to transfer the rights of use to the software to the purchaser of the machine if the machine is resold. The corresponding licenses and rights granted are covered by the purchase price.

The supplier guarantees to keep the spare parts listed on the spare parts list included in the scope of delivery available for a period of at least 10 years from delivery.
Unless otherwise agreed, the supplier shall provide the required spare parts within 24 hours and the required fitters within 12 hours of the request at the machine location.

7 Warranty and liability

The supplier warrants that the properties and specifications warranted in the respective supply contracts are complied with and that the product supplied by him has no defects which impair the functionality, operational reliability or the usual service life under the known conditions of use. Irrespective of this, the supplier warrants that the product to be delivered is tested and inspected and that it complies with the recognized rules of technology, the regulations of the legislator and the existing regulations and guidelines with regard to design, occupational safety, fire protection and environmental protection. The supplier also warrants that the product is designed in such a way that life and health are not endangered when it is used as intended and with due care.

Within the scope of the Supplier’s obligations under the previous chapter, the Purchaser is not subject to the immediate obligation to inspect and give notice of defects in order to maintain its warranty claims. However, this shall not apply to obvious defects or defects which the Purchaser can reasonably be expected to report in good faith for other reasons. Notification of defects shall be deemed timely if it is made within 5 working days of receipt of the goods in the case of obvious defects or of discovery in the case of hidden defects.
Defects notified during the warranty period, which also include the non-achievement of guaranteed data and the absence of warranted characteristics, must be remedied by the supplier immediately and free of charge upon request (including all ancillary costs such as the associated transportation, personnel, travel and accommodation costs). In all other respects, the Purchaser shall be entitled to the full statutory warranty claims. Irrespective of this, however, the customer may, at his discretion, demand replacement delivery of a defect-free item or rectification of the defect. When exercising this right of choice, reasonable consideration shall be given to whether the Supplier is in a position to rectify the defect in accordance with the nature of its business operations. In any case, the supplier shall bear all expenses necessary for the purpose of repair or replacement.
The rectification/replacement delivery shall be deemed to have failed in particular if the Supplier delays it beyond reasonable deadlines set by the Purchaser or refuses to carry it out.
If the Purchaser cannot reasonably be expected to accept rectification by the Supplier due to particular urgency or for other urgent operational reasons, the Purchaser shall be entitled to have the rectification carried out by a third party at the Supplier’s expense without setting a grace period. In this case, however, the Purchaser is obliged to notify the Supplier of the defect without delay.
The Supplier shall be liable for all damages – including consequential damages – caused by the product delivered by him within the scope of the characteristics warranted by him in the individual contract.
If persons are injured or third-party property is damaged as a result of actions or omissions on the part of the supplier and a claim is made against the customer for this reason, the customer shall have a right of recourse against the supplier.
The supplier shall be liable for subcontractors as for its own performance.

Upon receipt of our written notification of defects by the supplier, the limitation period for warranty claims in respect of the defects covered by the notification of defects shall be suspended. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall begin anew.
The supplier shall be liable for ensuring that neither the goods delivered by him (including software) nor their use, onward delivery or processing by us infringe third-party property rights, in particular utility models, patents or licenses. If such claims of third parties are asserted against us, the supplier shall indemnify us and bear all costs incurred in this connection. In the event of conflicting third-party property rights, the supplier shall obtain at its own expense the consent or approval, which shall also be effective for us, for further delivery, processing and use from the authorized party.
The limitation period for warranty claims is 24 months from the transfer of risk. The limitation period for claims relating to industrial property rights is 10 years from the transfer of risk.

8 Product liability; indemnification and insurance cover

The Supplier shall indemnify the Purchaser upon request against claims for damages by third parties to the extent that the cause of the damage was within the Supplier’s sphere of control and organization.
Within the scope of this obligation, the Supplier shall also reimburse the Purchaser for all expenses incurred in connection with a recall action carried out by the Purchaser. To the extent reasonable, the Purchaser shall inform the Supplier of any recall measures to be carried out.
In order to cover the aforementioned claims and all other claims arising in connection with the product, the Supplier undertakes to take out general business and product liability insurance with an appropriate cover contribution per loss event, but at least four million Swiss francs per loss event, and to maintain this insurance cover in full for at least five years after expiry of the corresponding supply contracts.

9 Retention of title, provision of materials, tools

Any documents, tools, drawings, models, samples or materials provided by the customer to the supplier shall remain the property of the customer and must be returned at the latest after completion of the order or upon first request.
If a part provided by the Customer or goods provided by us are culpably damaged or destroyed in the Supplier’s area of responsibility, the Supplier’s liability shall also extend to the repair or replacement of the part/goods provided.
The Purchaser retains title to the tools paid for or provided by the Purchaser. The Supplier is obliged to use the tools exclusively for the manufacture of the goods ordered by the Customer. The Supplier shall be obliged to handle and store the tools belonging to the Purchaser and located at its premises in compliance with the obligations of a prudent businessman and to insure them at replacement value against fire, water damage and theft at its own expense. At the same time, the supplier hereby assigns to the purchaser all claims for compensation arising from this insurance; the purchaser hereby accepts the assignment.

The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all servicing and repair work at his own expense and in good time. He must notify the purchaser immediately of any malfunctions.

10 Confidentiality and product-related exclusivity agreement

The Supplier undertakes to keep all information arising from the cooperation strictly confidential, unless it is generally known, has been lawfully acquired from third parties or has been independently developed by third parties, and to use it exclusively for the purposes of the contract. The protected information includes in particular technical data, illustrations, drawings, calculations, operating instructions, customer data and other documents, purchase quantities, prices as well as information on products and product developments, on current and future research and development projects and all our company data.
The supplier shall obligate its subcontractors accordingly.At our request, which may be made at any time, but at the latest upon termination of the contract, all information originating from us (including any copies or records made) and items provided on loan shall be returned to us immediately and in full, unless the Supplier still requires them to fulfill its contractual performance obligations. We reserve all rights to such confidential information, including copyrights, industrial property rights, patents, utility models, etc.

11 General provisions

The supplier may not pass on the order to third parties without our prior written consent.
As soon as the supplier suspends payments, a provisional insolvency administrator is appointed or insolvency proceedings are opened, we are entitled to withdraw from the contract in whole or in part.
The contractual relationship shall be governed exclusively by Swiss law to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG, UN Sales Convention).
The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Bern (Switzerland). The customer also has the right to bring an action at any other permissible place of jurisdiction.
The place of performance for all obligations arising from the delivery contract is the registered office of the customer.
Should individual parts of these GPC be legally invalid, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on an analogous replacement provision that comes as close as possible to the invalid provision and is legally permissible.

12. miscellaneous

These GPC are written in German and are available on our homepage www.swissfactory.group.