1.1
These General Terms and Conditions of Purchase (hereinafter referred to as “GTP”) shall apply to all our enquiries and orders, as well as to all delivery contracts and other agreements made with the Supplier in connection with orders. Any terms and conditions of the Supplier are hereby also objected to in the event that they are communicated to us in a letter of confirmation or in any other way or we accept the delivery or service without again objecting to the Supplier’s terms and conditions. With the submission of an offer, these GTP shall be deemed to have been accepted by Supplier. This shall also apply if Supplier encloses its own terms and conditions of sale and delivery with its offer or order confirmation.
1.2
Verbal side agreements, deviations from these GTP, as well as additions to or the exclusion of these GTP shall be in writing in order to take legal effect. This shall also apply to the waiver of this written form requirement.
1.3
For the interpretation of these GTP, the German version thereof shall prevail, even if translations are provided to the Supplier or signed by the Parties.
1.4
Should provisions of these GTP or other contractual provisions be or become invalid, the remainder of the contract shall remain valid. The Parties are obliged to replace invalid provisions with such valid ones that meet the economic intent of the invalid provision best.
1.5
The Incoterms in force at the time of issuance of these GTC shall apply.
2.1
Our enquiries are non-binding. Our orders are only binding for us if and insofar as we have placed or confirmed them in writing.
2.2
If the Supplier’s offer deviates from our enquiry, this must be explicitly indicated. The submission of offers shall be free of charge and non-binding for us. The submission of offers shall be free of charge and non-binding for us. No remuneration shall be granted for visits and the like without express written agreement.
3.1
Agreed prices shall be binding. Unless agreed otherwise, the prices are CIP (Carriage and Insurance paid to).
3.2
Invoices shall be submitted separately from the consignment in duplicate, indicating the respective place of delivery, our order number and any other references required in the order.
3.3
Unless agreed otherwise, payments shall be made at our discretion within 14 days upon receipt of invoice and goods with a 2% discount or within 30 days upon receipt of invoice and goods net. If documentation, test certificates or similar documents are part of the scope of delivery, the aforementioned payment terms shall not commence before these documents are handed over to us in accordance with the contract.
4.1
Agreed schedules and deadlines are binding and understood as due dates.
4.2
Should circumstances arise which appear to jeopardize proper performance at the agreed time, the Supplier shall inform us thereon immediately, stating the reasons. The obligation to comply with the agreed time of performance shall not be cancelled thereby. Additional costs for an accelerated mode of transport necessary due to exceeding the agreed delivery time shall be borne by the Supplier.
4.3
If the agreed time of performance is exceeded, the Supplier shall be in default without a further notice, unless the failure to perform is due to circumstances beyond Supplier’s control.
4.4
Our unconditional acceptance of the delayed performance shall not constitute a waiver of our rights due to exceeding the performance deadline.
4.5
The volumes, measurements and weights specified at our plant shall be decisive for payment.
4.6
Unless agreed otherwise, the Supplier shall provide packaging suitable for the delivery of the goods at its own expense. Our right to issue instructions regarding the packaging to be used remains unaffected. The statutory provisions are to be observed without exception.
4.7
Shipping documents such as delivery slips, packing lists and the like as well as – to the extent contractually agreed – legally required or standard batch numbers, factory certificates, reference samples and safety data sheets shall be enclosed with each shipment. The order numbers and the labelling required in the order, in particular of chemicals and biocides, shall be indicated in all documents. Complete batch traceability must be ensured at all times. A dispatch bill and a delivery bill (in duplicate) must be sent to us for each individual consignment no later than on the day of dispatch. If we do not have proper shipping documents at the time of receipt of the goods or if our order numbers are not correctly indicated in the shipping documents, all additional costs incurred as a result shall be borne by the Supplier. Clause 4.9 sentence 2 shall apply accordingly.
4.8
The Supplier shall only be entitled to partial performance with our prior consent and stating the respective batch numbers. Our right to demand partial performance from the Supplier remains unaffected.
4.9
The Supplier shall not be entitled to render its performance before the agreed performance date. In the event of premature delivery, we shall have the right to refuse acceptance of the goods or to return the goods to the Supplier – at the Supplier’s expense and risk – or to store them until the agreed delivery date. When performing its services, the Supplier shall observe our opening hours.
The supplier shall be obliged to provide declarations regarding the origin of the goods, to enable the verification of the proofs of origin by the customs administration and to provide both the necessary information and any required confirmations. The Supplier shall be obliged to compensate for the damage caused by the fact that the declared origin cannot be approved by the competent authority as a result of incorrect certification or lack of possibility of verification.
6.1
We shall be entitled to enter the Supplier’s premises at any reasonable time after prior notice and to inspect the goods and the production process. If the goods are located on the premises of a third party, the Supplier shall take all measures required to enable us to inspect the goods. Any defects identified during the inspection of the goods shall be remedied by the Supplier.
6.2
The Supplier shall carefully inspect the outgoing goods. We shall be entitled to inspect the Supplier’s quality assurance measures and systems at any time we deem appropriate. For this purpose, the Supplier shall grant us access to its premises at any reasonable time upon prior notice and shall provide us with all information relevant for assessing the quality assurance measures and systems. Any regulations in quality assurance agreements remain unaffected.
6.3
If acceptance is to be affected due to legal regulations or on the basis of an agreement, formal acceptance shall be carried out under preparation of an acceptance document (e.g. transfer of responsibility for hazardous goods).
7.1
We shall only be obliged to carry out random spot checks. The notification of defects which are identified during a proper inspection of the goods after delivery must be made within a month of delivery. Other defects shall be notified by us within one month after their discovery.
7.2
The Supplier shall be obliged to provide us with the goods free of legal and material defects and without infringement of domestic and foreign industrial property rights and other rights of third parties.
7.3
If within one year of the transfer of risk a material defect becomes apparent, it shall be assumed that the item was already defective at the time of the transfer of risk, unless this presumption is incompatible with the nature of the item or the defect.
7.4
If the Supplier allows a reasonable grace period set to lapse without remedying the goods or replacing them by goods free from defects, we shall be entitled to remedy the defect ourselves at the expense of the supplier or have it remedied by a third party (e.g. by means of a replacement delivery). The statutory provisions on the dispensability of setting a deadline and all legal rights due to defects shall remain unaffected.
7.5
The limitation period for claims for defects shall be two years, unless the law provides for longer limitation periods. The statutory provisions on the suspension of expiry for recourse claims shall remain unaffected.
7.6
The Supplier’s warranty and liability obligations shall be governed by the statutory provisions.
If any contractual penalty has been agreed, we may demand its payment even if we do not reserve the right to do so upon acceptance of the performance. However, the contractual penalty must be asserted at the latest at the time of final payment.
9.1
The Supplier shall indemnify and hold us harmless from any liability towards third parties arising from producer’s liability or product liability to the extent that Supplier is responsible for the product defect giving rise to the liability.
9.2
The Supplier shall be obliged to take out and maintain liability insurance with an appropriate coverage for personal injury and material damage.
10.1
The Supplier shall only be entitled to a right of set-off in the case of undisputed or legally established claims. The Supplier shall only be entitled to a right of retention in the case of such undisputed or legally established claims which originate from the same individual contractual relationship.
10.2
Supplier’s right to transfer its claims against us to third parties shall be excluded.
Supplier undertakes to support us at all times with the investigation of claims and the resolution of disputes relating to the its deliveries by making personnel available for interviews, providing access to documents and files, and supplying all information reasonably requested by us, and by assisting us in making any necessary notifications to the competent authorities.
12.1
The Supplier shall be obliged to keep confidential the confidential information received from us or brought to its knowledge, not to disclose it to third parties (subject to Clause 12.2) and to use it only insofar as this is necessary for the proper execution of the contractual relations.
12.2
The Supplier may only disclose confidential information to employees and consultants to the extent that this is necessary for the proper fulfilment of contractual relations. The Supplier shall be obliged to subject such employees and consultants to the confidentiality obligation referred to in Clause 12.1 and to prove this to us in writing upon request.
12.3
The confidentiality obligation shall not apply to information that was already in the public domain at the time it was communicated to the Supplier or which became public knowledge after it was communicated without the Supplier’s involvement.
12.4
The disclosure of confidential information and corresponding documents shall not create any rights to our industrial property rights, our know-how or our copyrights.
13.1
The place of performance for the delivery of the goods shall be the destination named by us. The place of performance for our payments shall be the place of our registered office under commercial law.
13.2
The place of jurisdiction for all disputes arising from these GTP shall be Brugg (Canton of Aargau, Switzerland). However, instead of the aforementioned court, we shall be entitled to invoke any other court having jurisdiction according to the statutory provisions, in particular the Aargau Commercial Court in Aarau (Canton of Aargau, Switzerland).
13.3
Swiss substantive law is applicable to these GTP under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Swiss substantive law shall apply to these GTP under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
