General Terms and Conditions
Objective and purpose of the document
These General Terms and Conditions of Purchase (hereinafter referred to as “GTC”) apply generally to procurement.
The companies of the Swiss-Factory.Group (hereinafter referred to as the Purchaser) do not recognize any terms and conditions of the Supplier that conflict with or deviate from these GTC and shall not be valid unless agreed in writing.
These GPO shall also apply if the Purchaser 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 specified in separate orders. The individual delivery contracts shall come into effect upon acceptance of these orders. These GPO form an integral part of these contracts.
- Scope of application
All deliveries, services, and offers provided by the supplier are based exclusively on these General Terms and Conditions of Purchase in their currently valid version. These are an integral part of all contracts that we conclude with our suppliers for the deliveries and services they offer. They also apply to all future deliveries, services, or offers made to us, even if they are not agreed separately again.
The supplier’s terms and conditions 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. - Quotations, orders, and contracts
Requests from the purchaser for a quote from the supplier are non-binding. The request asks the supplier, as a specialist, to submit a free quote. The supplier must base the quote on the purchaser’s descriptions and objectives and expressly point out any deviations; the supplier acknowledges a duty to provide clarification. By submitting the quotation, the supplier also declares the feasibility of manufacturing the product. If the supplier prepares drafts, calculations, project models, etc., this is done free of charge and without obligation, even if such services are usually provided for a fee. If the supplier does not set a deadline in its quotation, it is binding for 90 days.
The origin of the goods must be stated in the offer. Orders must be made in writing; 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 descriptions, or similar) are decisive for the services owed. Deviations from an order signed by us require our express written confirmation to be valid, as do verbal agreements that deviate from the contract documents signed by both contracting parties.
The purchaser shall provide the supplier, as necessary, with all technical documentation required to perform the work ordered.
The supplier must notify the purchaser in writing in advance of any changes to the raw materials, product manufacturing, relocation, and testing. In the event of such changes, an order may only be placed after the purchaser has given its written consent. - Prices, terms of payment, origin of goods
The price stated in the order is binding, is quoted in the agreed currency and Incoterms in the currently valid version. All ancillary costs, such as freight, insurance, all types of taxes, duties, fees, customs duties, inspection costs, and the like, as well as export, transit, import, and other permits and certifications, shall be borne by the supplier. If the customer has become liable for costs, these shall be reimbursed by the supplier to the customer upon presentation of appropriate evidence.
All correspondence, confirmations, delivery notes, and invoices must state the order number, exact description of the goods, and the number of the drawing or product specified 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 note and the order number.
Für jede Bestellung wie auch jede Lieferung ist eine separate Rechnung in zweifacher Ausführung auszustellen.
Die Bezahlung durch den Besteller erfolgt 60 Tage netto nach Lieferung oder gemäss vereinbarten Zahlungsbedingungen auf jeder Einzel- oder Abrufbestellung.
Der Lieferant verpflichtet sich die Ursprungserklärung auf sämtlichen Rechnungen unter der Angabe des zu Grunde gelegten Freihandelsabkommens aufzuführen oder eine Langzeitlieferantenerklärung abzugeben.
Änderungen des Warenursprungs sind nur nach ausdrücklicher Genehmigung des Bestellers zulässig.
A separate invoice in duplicate must be issued for each order and each delivery.
Payment by the purchaser 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 include the declaration of origin on all invoices, stating the free trade agreement on which it is based, or to issue a long-term supplier’s declaration.
Changes to the origin of the goods are only permitted with the express approval of the purchaser. - Delivery, transfer of risk, assembly services
The delivery date or delivery period specified in the order is binding. If the delivery date is delayed, default shall automatically occur unless the parties agree on another solution after 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 is made. Once the maximum contractual penalty has been reached, the purchaser may, at its discretion, either adhere to the contract or withdraw from it. The right to claim damages resulting from the delay remains reserved.
The provision of assembly services, the general conditions to be observed for assembly services, and the remuneration for assembly services are covered by the delivery price, unless special remuneration has been agreed. The supplier’s general terms and conditions of delivery and assembly in this regard are expressly not 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 is drawn up for the 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 if shipment is contractually provided for.
The supplier shall take back all types of packaging, in particular transport packaging, at its own expense upon our request. We shall return reusable packaging (pallets, crates, etc.) in the same type and quality, if agreed.
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 necessary for delivery and assembly at its own expense. - Scope of delivery, fulfillment of requirements, access rights
Before production begins, detailed drawings shall be made available to the purchaser for approval upon request. Approval by the purchaser does not release the supplier from its responsibility for functional suitability and feasibility.
Upon request, the documents prepared by the supplier on the basis of the specifications/requirements specification provided by the purchaser shall be made available to the purchaser in the form of drawings and/or electronic data in a suitable format.
The supplier is obliged to take all necessary precautions for environmental protection, accident prevention, and health protection with regard to the delivery item and to observe and comply with 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 children 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 ordered materials, components, assemblies, or services 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 in accordance with REACH Regulation EC No. 1907/2006.
Free from conflict minerals 3tg in accordance with 2017/821 (EU).
It is essential to take into account the currently valid version of the EU (eur-lex.europa.eu), including its annexes.
The purchaser 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 are free of defects if they comply with the specifications and other information and are suitable for the purpose recognizable under the contract.
The product tests reported in reports, protocols, and certificates are carried out exclusively with calibrated testing equipment. The calibration is traceable to national and international standards.
All necessary documentation, declarations, tests, and markings are included in the scope of delivery and will be provided in electronic form (PDF) in German and/or English. The supplier’s documentation may be reproduced and published without consultation.
In order to ensure consistently high and uniform quality, the supplier must provide the information and details requested by us in a complete and truthful manner and keep them up to date at all times. We must be notified of any changes immediately and without being asked.
The customer is entitled at any time during normal business hours to inspect the progress of work on the supplier’s premises and operating sites, subject to prior notification. The contractor grants the customer the right to audit the part of production relevant to its products. The contractor acknowledges that if products fall under the EU MDR law and EN 9100, audits by the authorities may be carried out without prior notice.
The supplier maintains the following procedures and checks to prevent counterfeit parts:
purchase only from authorized dealers or directly from the manufacturer;
Inspection of parts upon receipt of goods. This includes at least the identification on the part and delivery documents, but also drawings and accompanying documents. Particular attention must be paid to any tampering with the markings, date of manufacture, country of origin, or manufacturer on labels, packaging, and accompanying documents.
Ensuring the identifiability and traceability of parts and documentation throughout 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 purchaser and removed from circulation.
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 observed, as must the necessary requirements for hygienic machine design. The supplier must demonstrate compliance with the relevant accident prevention regulations by means of the “GS” mark or “CE” mark with a declaration of conformity in accordance with EN 45014.
Unless otherwise specified, the scope of delivery of the supplier includes the safe performance of the plant, the preparation of all maintenance and circuit diagrams as well as operating instructions in German, the preparation of cleaning specifications and spare parts lists, good accessibility for operating, cleaning, and maintenance work, low-wear system operation, and the use and usability of machines and materials that are suitable for chemical and wet cleaning.
All software required for the operation of the machine (e.g., control system) is included in the scope of delivery. The supplier must provide us with the necessary, unlimited rights of use for the software. We are permitted to transfer the rights of use for the software to the purchaser of the machine in the event of resale. The corresponding licenses and rights granted are covered by the purchase price.
The supplier guarantees to keep the spare parts listed in 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 necessary spare parts within 24 hours and the necessary technicians within 12 hours of the request at the machine location.
- Warranty and liability
The supplier guarantees compliance with the properties and specifications guaranteed in the respective delivery contracts and that the product delivered by him does not have any defects that impair its functionality, operational reliability, or the usual service life under the known conditions of use. Irrespective of this, the supplier guarantees that the product to be delivered has been tested and inspected and complies with the recognized rules of technology, the provisions of the legislator, and the existing regulations and guidelines regarding design, occupational safety, fire protection, and environmental protection. The supplier also warrants that the product is designed in such a way that, when used as intended and with due care, it does not endanger life or health.
Within the scope of the supplier’s obligations set out in the previous chapter, the purchaser is not subject to an immediate obligation to inspect and give notice of defects in order to maintain its warranty claims. However, this does not apply to obvious defects or defects which the purchaser can reasonably be expected to report in good faith for other reasons. The 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 within 5 working days of discovery in the case of hidden defects.
During the warranty period, the supplier shall remedy any defects reported, including failure to achieve guaranteed data and the absence of warranted characteristics, immediately and free of charge (including all ancillary costs such as the associated transport, personnel, travel, and accommodation costs) upon request. In all other respects, the purchaser shall be entitled to the full statutory warranty claims. However, the purchaser may, at its discretion, demand either 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 repair/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 other pressing 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 shall be obliged to notify the supplier of the defect without delay.
The supplier shall be liable within the scope of the properties guaranteed by him in individual contracts for all damages—including consequential damages—caused by the product delivered by him.
If persons are injured or third-party property is damaged as a result of actions or omissions on the part of the supplier and claims are made against the purchaser for this reason, the purchaser shall be entitled to recourse against the supplier.
The supplier is liable for subcontractors as well as for its own performance.
Upon receipt of our written notification of defects by the supplier, the limitation period for warranty claims with regard to 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 commence 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 infringes any third-party property rights, in particular utility models, patents, or licenses. If corresponding claims by third parties are brought against us, the supplier shall indemnify us against these and bear all costs incurred in this connection. In the event of conflicting property rights of third parties, the supplier shall, at its own expense, obtain the consent or approval for further delivery, processing, and use from the entitled party, which shall also be effective for us.
The limitation period for warranty claims is 24 months from the transfer of risk. The limitation period for claims relating to property rights is 10 years from the transfer of risk. - Product liability; indemnification and insurance coverage
Indemnify against third-party claims for damages to the extent that the cause of the damage lies within the supplier’s sphere of control and organization.
As part of this obligation, the supplier shall also reimburse the purchaser for all expenses incurred in connection with a recall campaign carried out by the purchaser. To the extent reasonable, the purchaser shall inform the supplier of any recall measures to be carried out.
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 adequate coverage per claim, but at least four million Swiss francs per claim, and to maintain this insurance coverage in full for at least five years after the expiration of the corresponding supply contracts. - Retention of title, provision, tools
Documents, tools, drawings, models, samples, or materials provided by the purchaser and made available to the supplier remain the property of the purchaser and must be returned at the latest upon 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 within 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 ownership of 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 purchaser. The supplier is obliged to treat and store the tools belonging to the purchaser and located on its premises in accordance with the duties of a prudent businessman and to insure them at replacement value against fire, water, and theft damage 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 maintenance and repair work, at its own expense and in a timely manner. It must notify the purchaser immediately of any malfunctions. - 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. Protected information includes, in particular, technical data, illustrations, drawings, calculations, operating instructions, customer data and other documents, purchase quantities, prices, and information about products and product developments, current and future research and development projects, and all of our company data.
The supplier shall impose corresponding obligations on its subcontractors.
At our request at any time, but no later than upon termination of the contract, all information originating from us (including any copies or records made) and items provided on loan must be returned to us immediately and in full, unless the supplier still requires them to fulfill its contractual obligations. We reserve all rights to such confidential information, including copyrights, industrial property rights, patents, utility models, etc. - General provisions
The supplier may not transfer 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 shall be entitled to withdraw from the contract in whole or in part.
Swiss law applies exclusively to the contractual relationships, excluding 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 legal 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 purchaser.
Should individual parts of these GTC be legally invalid, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on a replacement provision that comes as close as possible to the invalid provision and is legally permissible.
Other
These General Terms and Conditions are written in German and are available on our website www.swissfactory.group.
