General Terms and Conditions of Purchase
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Scope and basis of the contract
a) These General Purchase Conditions (hereinafter referred to as „AEB“) apply to all purchases made by CleanService Group AG (hereinafter referred to as „Purchaser‘) from the Business Partner (hereinafter referred to as „Supplier‘) (hereinafter referred to as „Purchase Order“), unless expressly agreed otherwise in writing.
b) All contracts relating to the purchase of products, materials, raw materials, tools or spare parts (hereinafter „contractual items“) by the purchaser, whether based on framework agreements, delivery calls or individual orders, shall be governed exclusively by the purchaser's AEB in the version valid at the time the order is received by the supplier. It is the supplier's responsibility to inform himself about the current AEB on his own responsibility. Deviating terms and conditions of the supplier, in whatever form, shall not apply.
c) In the event of contradictions between different contractual documents of the parties, the following order of priorities applies:
-The terms of the respective order of the purchaser
-Other special party agreements
-Cooperation agreements signed by the parties
-Present AEB
d) The Supplier agrees that after a single application of the present AEB, as amended at the time of receipt of the order by the Supplier, it will automatically apply to any subsequent order.
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Requests, offers and confirmation
a) Requests from the customer to the supplier are non-binding. Offers are prepared free of charge by the supplier.
b) The purchaser only accepts orders triggered by his purchasing department. Changes or additions to orders are only binding if you have been confirmed in writing (fax and email are sufficient) to the supplier by the purchaser's purchasing department.
c) The order must be confirmed by the supplier to the person from the purchaser's purchasing department named as the reference on the order, no later than three working days, by means of a written dated order confirmation, which includes the purchaser's reference number, price, quantity and delivery date.
d) The supplier's offer is binding for at least two months from receipt by the purchaser. If a specific product in a similar form is already supplied by the supplier to a competitor of the purchaser, the supplier shall inform the purchaser immediately.
e) The supplier is obliged to send the purchaser, at his first request, concrete design drawings, product specifications, material information or information on ingredients relating to the contractual items.
- Validity of the order
a) If the supplier is a legal entity, the order must be signed by a reputable commercial register of duly authorized representatives||If the supplier confirms the order with another written document validly signed by him, in which the wording of the order is taken up and if there are discrepancies between the order and the supplier's order confirmation, the order shall apply as a priority, unless the parties have entered into a written agreement to the contrary.
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order
a) Orders are only binding if they are placed in writing||This also applies to all changes, additions, specifications, etc.||The supplier is obliged to contact the orderer immediately and before sending the confirmation if he notices an error or open point with regard to essential components of the order, in particular the quantity, price or delivery deadline||The supplier is concerned, to know essential data and circumstances and the intended purpose of the order.
b) The order must be confirmed by the supplier in writing to the person named on the order from the purchaser's purchasing department no later than three working days after receipt of the order.
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Undercontracting
a) Subcontracting by the supplier is prohibited without the express written consent of the customer||Without written approval by the customer, production orders for the manufacture of contractual items based on drawings by the customer („drawing parts“) are not to be passed on to subcontractors||The supplier is liable for his subcontractors as well as for himself||If subcontractors are specified by the customer, This does not relieve the supplier of the responsibility to monitor the quality of the products procured and to assess and develop these sub-suppliers.
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Delivery, packaging and identification
a) Deliveries must be made in accordance with the DDP of the currently valid INCOTERMS®. Each delivery must be accompanied by a delivery note indicating the order number assigned by the orderer, the name of the contents according to identity and quantity, and, if necessary, other documents designated by the orderer or required by law.
b) Partial services are only permitted with the written consent of the customer. If the supplier provides partial services without the written consent of the customer, performance in accordance with the contract only occurs upon delivery of the complete order.
c) For identification and attribution, the supplier must provide part marking or packaging marking to ensure clear traceability of the parts. Where possible, part marking shall be carried out in consultation with the purchaser. Packaging units shall be adequately marked.
d) If an order worth more than CHF 5,000.00 net is delivered (in value terms after conversion from the agreed currency) before the orderer has received the signed order as order confirmation, the orderer is free to accept or refuse delivery. If rejected, the delivery will be returned to the supplier at his expense.
e) The supplier must also pay close attention to the delivery address provided in the order. He is liable for any error that is not clearly the fault of the purchaser.
f) If the supplier supplies products whose product components or substances requiring declaration or concern at the time of ordering are listed in accordance with Swiss regulations, he is obliged not only to comply with Swiss legal regulations at the place of destination for packaging and labelling, but has also, without being asked to complete his dangerous goods, to inform the purchaser, in accordance with Swiss law, to the extent necessary of the dangerous goods articles or declarations in question. Furthermore, should the EU Chemicals Regulation „REACH“ („REACH Regulation“) apply in whole or in part to the supplier's product range in question, the supplier is obliged to comply, without being asked, with all registrations, notifications and information obligations required thereafter. If the supplier is established outside the territory of the EU, it hereby confirms that, in accordance with Article 8 of the REACH Regulation, it has appointed a sole representative in the territory of the EU who will also fulfil registration, notification and information obligations required for the benefit of the purchaser for the goods supplied by the supplier.
g) The supplier undertakes to provide a full declaration of goods and must comply with all requirements of applicable national and international customs and foreign trade law and obtain the necessary export permits. The supplier must promptly provide the customer with all information and data required by the customer to comply with foreign trade law during export, import and re-export, without being requested. It may include the following documents.
– Certificates (e.g. FSC certificate, PEFC certificate) or declarations of conformity
– The statistical customs tariff number according to the current commodity classification of foreign trade statistics and the HS («Harmonised System») code;
– Supplier declarations;
– Certificates of origin;
– Product declarations (e.g. according to DIN, EN, ISO or SN standards);
– Manufacturer product data sheets;
– Safety data sheets;
– Delivery lists (e.g. collection of delivery notes);
– Delivery note with minimum information of order number, item number (orderer), gross/net weight, customs tariff numbers and exact quantities
h) The supplier must submit the documents within five working days at the first request of the purchaser. The supplier also maintains a list of the products supplied and updates it continuously. The expenses associated with the declaration shall be borne by the supplier. The declared products are binding for execution; deviations require written consent from the purchaser. If the supplier violates his obligations under section 6. g. he shall bear all expenses and damages incurred by the purchaser as a result.
i) Woods and wood-based materials must necessarily bear the FSC or PEFC label.
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Delivery date, readiness for delivery, interest on late payment
a) The agreed delivery dates are binding and are intended as arrival dates at the agreed delivery location. The orderer does not require a reminder to occur if the delivery delay occurs (date of expiration agreement).
b) The supplier is obliged to inform the purchaser immediately if circumstances arise or become apparent for which the agreed delivery dates and deadlines cannot be met.
c) The supplier undertakes to comply with the agreed readiness to deliver in accordance with the Annex „Readiness to Deliver“ and, in the event of a breach, to pay the contractual penalties regulated therein.
d) In the event of delay in delivery, the supplier shall owe a contractual penalty of 1% of the delivery value per week, but not more than 5% of the net amount of the agreed remuneration for the late performance. Further contractual or statutory rights and claims for default (in particular withdrawal and damages) exist according to the statutory provisions. The contractual penalty shall be counted against any further damage. If accelerated transport becomes necessary due to late availability, the supplier shall bear the additional freight costs. Additional costs for urgent shipments not requested are also borne by the supplier.
e) Unpredictable, unavoidable and serious events (“force majeure“) exempt the Parties from their performance obligations for the duration of the disruption. This also applies if these events occur at a time when the affected contractual partner is in default. The contracting parties will inform themselves immediately, within reason, and adapt their obligations to the changed circumstances in good faith.
- Place of performance and place of delivery
a) The place of performance and place of delivery is the location of the purchaser||The location of the purchaser is the location of his registered office (hereafter „registered office“)||If the place of industrial or||commercial activity of the purchaser (hereafter „business address“) does not correspond to his registered office, the place of delivery is the business address, which is then considered the place of residence of the customer within the meaning of this AEB||If a place of delivery other than the location or business address of the customer is provided for, this must be expressly stated in writing by the customer in the order, otherwise the transfer of risk to the contractual objects from the supplier to the customer will not take place.
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Transfer of ownership and risk
a) Full ownership of the contractual items passes to the purchaser upon delivery at the place of delivery specified in Section 8. The transfer of risk depends on the INCOTERMS agreed upon in the respective order®. The goods are accepted with a signature on the delivery note upon receipt subject to defects.
b) In the event of a Grosse accident, the supplier agrees to cover the costs of the following incidents:
– Sea throw
– Damage to the ship or engine failure due to salvage measures
– Use of tugs and salvage ships
– Damage to the ship or engine failure due to firefighting
– Loading and unloading costs in the port of refuge
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Prices, invoices and payment
a) The agreed prices (in the agreed currency) are fixed prices. They contain packaging and transport costs as well as all customs duties, taxes, full insurance coverage and other charges up to the place of performance. Prices are exclusive of applicable statutory VAT. Price changes require the express written consent of the purchaser.
b) Where applicable to the supplier, one-time costs for tools, templates, programs, adapters, etc. must be offered separately.
c) Invoices must show the purchaser's reference number, the item number, quantity and unit price and must otherwise comply with the legal requirements.
d) Payment by the purchaser shall be made within 60 days of full service and the purchaser has received a proper invoice. Invoices must show the orderer's reference number, the item number (supplier item number and customer item number), quantity and unit price. In the event of incorrect delivery or performance, the purchaser is entitled to retain payment in proportion to the value until proper fulfillment. The supplier's payment period is noted on the respective order of the purchaser and is valid until a new mutual agreement has been reached.
e) Payments do not constitute recognition of delivery or performance as contractual. In the event of incorrect delivery or performance, the purchaser is entitled to retain payment pro rata value until proper performance. Legal rights are fully preserved even after payment of the service.
f) Payments by the purchaser shall be deemed to have been executed on time if the transfer order has been forwarded to the purchaser's bank for processing within the agreed payment period.
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Guarantee for material and legal defects, liability for damages, insurance, limitation period
a) The purchaser is not obliged to carry out checks upon receipt of deliveries.
b) In the event of a warranty, the purchaser may request or arrange for the following, regardless of statutory warranty rights.
– If defective parts are discovered during delivery or installation during the series, the supplier has the opportunity, after written information from the customer, to immediately recover defective deliveries at his own expense and to deliver or sort out replacements and/or rework them.
– Goods not delivered in accordance with the contract may be returned by the purchaser at the expense and risk of the supplier, unless the supplier requests collection and carries it out immediately.
– If return and replacement are not possible due to scheduling constraints, the supplier must sort the extent of the suspicious parts within 24 hours at the customer's location and at their own expense, following a written request from the customer. If the supplier fails to comply with this request, the sorting of the quantities necessary to maintain the ability to deliver will be carried out by the customer's employees or external service providers after the supplier has been informed in writing (substitute performance), provided that the subsequent performance is not disproportionate for the supplier. The costs incurred shall be borne by the supplier.
– If a serial defect requires the replacement of an entire series of contract items or the customer's products that have been incorporated into the contract items, for example because an error analysis in individual cases is uneconomical, not possible or unreasonable, the supplier will also reimburse the costs for the part of the affected series that does not have any technical defects.
– All damages caused to the customer or third parties as a result of defective contractual items shall be borne by the supplier.
c) In the event of any complaint of defects, the supplier must define and process measures in prior consultation with the purchaser and submit a statement to the purchaser.
d) The supplier shall bear all costs incurred as a result of required recall or service actions, provided that the recall or service actions by the purchaser were actually carried out due to defects in the supplier's contractual objects.
e) Should third parties –regardless of legal reason– legitimately bring claims against the purchaser for a lack of fact or law or any other defect in the supplier's delivery or performance, the supplier shall be obliged to indemnify the purchaser from all liability at the first request.
f) In order to cover the possible product liability risk, the supplier must maintain sufficient product liability insurance for personal injury and property damage beyond the scope of its normal commercial liability insurance. The purchaser must be provided with proof of appropriate insurance policies upon first request. If the purchaser is entitled to further claims for damages, these remain unaffected.
g) The warranty period for any material and legal defects is 36 months from the transfer of risk. For the period between dispatch of a legitimate notice of defect and (i) proper compliance by the supplier or (ii) refusal of compliance by the supplier, the warranty period shall be suspended. The warranty will begin to run anew in the event of subsequent delivery.
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Hidden defects in property
a) If a material defect occurs that was not apparent at the time of the incoming goods inspection (hidden defect), the customer is obliged to report it to the supplier within a reasonable period of time||g).
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Manufacturing agents
a) Technical documents, standard worksheets, models, matrices, templates, samples, testing equipment, tools and other means of production provided by the customer (hereinafter “means of production“) remain the property of the customer. Manufacturing equipment procured or manufactured by the supplier for the performance of a contract between the contracting parties at the expense of the purchaser becomes the property of the purchaser.
b) The purchaser holds all rights to manufacturing equipment that the purchaser has paid for or made available to the supplier. The supplier shall only be authorized, with the express consent of the purchaser, to actually or legally dispose of such means of manufacture, to relocate them or to render them permanently inoperable.
c) Reproductions of the means of production may not be made without the written consent of the purchaser. The supplier may not make manufacturing equipment or duplicates of manufacturing equipment accessible to third parties or use them for other purposes without written approval.
d) The orderer's means of production, including all duplicates made, must be returned to the order immediately after the order has been fulfilled without being requested.
e) Manufacturing materials handed over to the supplier for the longer term in order to remain and fulfil a contract between the contracting parties must be clearly marked with the note “Property of Steinemann AG“.
f) The supplier shall use the means of manufacture exclusively for the performance of a contract between the contracting parties and shall treat them with care, in particular to insure adequately against fire, water and theft damage at his own expense and to carry out necessary maintenance and inspection work in a timely manner at his own expense.
g) Manufacturing materials must be handed over to the purchaser at his first request without giving any reason at any time. A right of retention by the supplier due to outstanding payment for procured or manufactured manufacturing equipment is excluded.
h) The means of production remaining with the supplier after delivery of the last goods produced with it may only be destroyed with the prior written consent of the purchaser. The supplier may request the withdrawal of the remaining manufacturing equipment by the purchaser.
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Protection rights of third parties
a) The Supplier is liable for the fact that all supplies and/or services are free from the rights of third parties and that they and their contractual exploitation do not infringe any patents, utility models, designs or other intellectual property rights at home or abroad, unless there is no fault on the part of the Supplier.
b) The contracting parties are obliged to inform each other immediately of any risks of injury that may become known and of alleged cases of injury in order to give each other the opportunity to counter any claims by mutual agreement.
c) If the exploitation of the contractual items by the purchaser is affected by existing intellectual property rights of third parties, the supplier must either obtain the appropriate authorisation at his own expense or modify or replace the affected parts of the supply in such a way that the exploitation of the contractual items no longer conflicts with the intellectual property rights of third parties and that the latter at the same time complies with the contractual agreements.
d) The supplier shall transfer to the purchaser, at the purchaser's request, any inventions made or other transferable work results achieved in the course of the performance of a contract concluded between the contracting parties which are capable of being protected or whose capacity to protect cannot be excluded, in return for appropriate remuneration. The supplier must, if legally necessary, effectively make timely use of inventions against his employees.
e) If the supplier provides the purchaser with images for advertising purposes, he must first ensure that he has the necessary rights to use these images and that he may also grant them to third parties, in particular the purchaser. By releasing the image material, the supplier authorizes the purchaser to use the image material in the manner and to the extent agreed upon by the supplier, to edit or otherwise redesign the image material in order to produce and distribute advertising materials. If the purchaser's use of the image material in accordance with the agreement violates the rights of third parties, the supplier shall indemnify the purchaser against all claims by third parties.
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Set-off
a) The purchaser has the right vis-à-vis the supplier to offset claims from the supplier against his own claims arising from the business relationship or to assert any retention rights.
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confidentiality
a) The Supplier undertakes to keep strictly confidential all data of the Purchaser in the Purchases and all facts, documents, information, etc., in particular all non-obvious commercial and technical details, documents handed over by the Purchaser such as samples, drawings, plans, illustrations and similar documents that become known to it through the business relationship.
b) The supplier undertakes, either intentionally or unintentionally, to private or public third parties (theft, illegal copy or use, act with intent to cause damage, etc.) To enable or grant access to such information, whether in its entirety or in part thereof.
c) This obligation of confidentiality shall continue even after the order has been fulfilled and shall also extend to the employees, assistants and other parties entrusted by the supplier, even if only selectively, with the delivery.
d) Failure to comply with this obligation may result in a contractual penalty from the supplier amounting to 10% of the total amount of orders placed in the previous 12 months.
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Code of Conduct for Suppliers
a) The Supplier is obliged to comply with the laws of the applicable legal system(s), in particular those of the country of manufacturer and destination||It will also assume responsibility for the health and safety of its employees at work, observe environmental protection laws and promote and demand compliance with this Code of Conduct among its Suppliers in the best possible way||If the Supplier culpably breaches these obligations, thus, without prejudice to further claims, we are entitled to withdraw from the contract or to terminate the contract||If the elimination of the breach of duty is possible, this right may only be exercised after a reasonable period of time to eliminate the breach of duty has expired without result.
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Partial invalidity clause
a) Should any provision of these Purchase Conditions or any part of such provision be or become ineffective, the effectiveness of the remaining provisions shall not be affected.||The ineffective or impracticable provision shall be replaced by the effective and feasible regulation whose effects are as close as possible to the economic objective, which the contracting parties have pursued with the invalid or impracticable provision||This also applies in the event of a regulatory gap.
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Court of Justice
a) The exclusive place of jurisdiction is the registered office of CleanService Group AG in 9230 Flawil, Switzerland.
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Applicable law
a) Swiss law shall apply exclusively to the entire legal relationship between the Contracting Parties.
b) The referral provisions of private international law and the UN Sales Law (CISG, also called Vienna Sales Law) are excluded.
CleanService Group AG, Wilerstrasse 2180, CH-9230 Flawil, Switzerland, February 2021