1. Scope and Contractual Basis

a) These General Terms and Conditions of Purchase (hereinafter referred to as “GTC-P”) apply to all purchases (hereinafter referred to as “Order”) made by Convacc AG (hereinafter referred to as “Purchaser”) from its business partner (hereinafter referred to as “Supplier”), unless otherwise expressly agreed in writing.

b) For all contracts relating to the procurement of products, materials, raw materials, tools, or spare parts (hereinafter “Contractual Items”) by the Purchaser—whether based on framework agreements, call-off orders, or individual purchase orders—only the Purchaser’s GTC-P valid at the time the Order is received by the Supplier shall apply. It is the Supplier’s responsibility to independently obtain knowledge of the current version. Deviating terms and conditions of the Supplier, regardless of their form, shall not apply.

c) In the event of contradictions between contractual documents, the following order of precedence applies:
– The provisions of the Purchaser’s individual Order
– Further specific agreements between the parties
– Cooperation agreements signed by both parties
– These GTC-P

d) Once applied for the first time, these GTC-P, in the version valid at the time of receipt of the Order, automatically apply to every subsequent Order.

2. Inquiries, Offers, and Confirmation

a) Purchaser’s inquiries to the Supplier are non-binding. Supplier’s offers are free of charge.

b) The Purchaser only recognizes Orders issued by its purchasing department. Amendments or supplements are binding only if confirmed in writing (fax and email suffice) by the purchasing department.

c) The Order must be confirmed by the Supplier in writing, dated, and addressed to the contact person named in the Order within three working days, including Purchaser’s reference number, price, quantity, and delivery date.

d) Supplier’s offer remains binding for at least two months after receipt by Purchaser. If Supplier delivers a similar product to a competitor, Supplier must immediately inform Purchaser.

e) Supplier shall provide Purchaser, upon first request, with specific design drawings, product specifications, material information, or ingredient details relating to the Contractual Items.

3. Validity of the Order

a) If the Supplier is a legal entity, the Order must be signed by a duly authorized representative registered in the commercial register. If Supplier confirms the Order with another legally binding written document, in which the wording of the Order is taken up, and discrepancies exist between the Order and the Order confirmation, the Order shall prevail, unless otherwise agreed in writing by the parties.

4. Orders

a) Orders are only binding if placed in writing. This also applies to all amendments, supplements, specifications, etc. Supplier must immediately contact Purchaser before sending confirmation if it notices any error or ambiguity regarding essential elements of the Order, in particular quantity, price, or delivery date. Supplier shall ensure knowledge of key data, circumstances, and intended purpose of the Order.

b) The Order must be confirmed by the Supplier in writing within three working days to the person named in the Order from the Purchaser’s purchasing department.

5. Subcontracting

a) Subcontracting by the Supplier is prohibited without the express written consent of the Purchaser. Without written approval, manufacturing orders for parts based on Purchaser’s drawings (“drawing parts”) may not be passed on to subcontractors. Supplier is liable for its subcontractors as for itself. If subcontractors are prescribed by Purchaser, this does not relieve Supplier of responsibility to monitor quality, assess, and develop such subcontractors.

6. Delivery, Packaging, and Identification

a) Deliveries shall be made in accordance with DDP as per the currently valid INCOTERMS®. Each delivery must include a delivery note stating Purchaser’s Order number, description of contents by identity and quantity, as well as any additional documents required by Purchaser or by law.

b) Partial deliveries require Purchaser’s written consent. If Supplier delivers partial quantities without consent, fulfillment is deemed completed only upon full delivery of the Order.

c) For identification and allocation, Supplier must label parts/packaging to ensure traceability. Where possible, labeling shall be coordinated with Purchaser. Packaging units must be clearly marked.

d) If an Order with a net value exceeding CHF 5,000.00 is delivered before Purchaser has received the signed Order confirmation, Purchaser may accept or reject the delivery. In case of rejection, Supplier must bear the return costs.

e) Supplier must observe the delivery address exactly as stated in the Order and is liable for any error not attributable to Purchaser.

f) If Supplier delivers products or components containing substances subject to declaration or of concern under Swiss law at the time of Order, Supplier must not only comply with legal Swiss labeling and packaging requirements at the destination, but must also provide Purchaser, unsolicited, with all information required for Purchaser’s hazardous goods obligations under Swiss law. If the EU REACH Regulation applies, Supplier must also fulfill all registrations, notifications, and information duties. If Supplier is outside the EU, it must appoint an Only Representative in the EU to fulfill these obligations on behalf of Purchaser.

g) Supplier must provide complete product declarations and comply with all applicable national and international customs/export laws. Supplier must timely provide all information and documents needed for Purchaser’s compliance, including: certificates, tariff numbers, supplier declarations, certificates of origin, product declarations, product data sheets, safety data sheets, delivery lists, and delivery notes with minimum required information.

h) Supplier must provide documents within five working days upon request. Supplier must maintain and update a list of delivered products. Costs of declarations are borne by Supplier. Declared products are binding; deviations require written Purchaser approval. Supplier bears all costs/damages from failure to comply.

i) Wood and wood-based materials must carry FSC or PEFC labels.

7. Delivery Dates, Readiness, Delay Interest

a) Agreed delivery dates are binding and are arrival dates at the agreed destination. No reminder is required for default (fixed-date agreement).

b) Supplier must inform Purchaser immediately if circumstances arise or become apparent that could prevent meeting delivery dates.

c) Supplier commits to maintaining delivery readiness as per the annex “Delivery Readiness” and to paying penalties stipulated therein in case of violation.

d) In case of delay, Supplier owes a contractual penalty of 1% of order value per week, max. 5% of net amount of delayed delivery. Further statutory rights remain. Penalty is offset

against additional damages. If expedited shipping is needed due to delay, Supplier bears the extra freight cost. Costs of unrequested express shipments are also borne by Supplier.

e) Unforeseeable, unavoidable, and serious events (force majeure) release parties from obligations for the duration of the disruption, even if already in default. Parties must inform each other immediately and adjust obligations in good faith.

8. Place of Performance and Delivery

a) Place of performance and delivery is Purchaser’s site. This is Purchaser’s registered office unless otherwise expressly specified. If Purchaser’s operational address differs, that address is deemed the delivery location. Any alternative must be explicitly specified in writing in the Order, otherwise risk transfer does not occur.

9. Transfer of Title and Risk

a) Full ownership of Contractual Items passes to Purchaser upon delivery at the delivery location as per Section 8. Risk transfer is governed by the agreed INCOTERMS®. Goods are accepted with signature on delivery note, subject to defects.

b) In case of General Average, Supplier agrees to bear costs of jettison, damage or engine breakdown from salvage, tugs, fire-fighting, or loading/unloading in emergency port.

10. Prices, Invoices, and Payment

a) Agreed prices (in agreed currency) are fixed prices, inclusive of packaging, transport, duties, taxes, insurance, and other charges to the place of performance. Prices exclude applicable VAT. Changes require written Purchaser consent.

b) One-time costs for tools, templates, programs, adapters, etc. must be quoted separately if applicable.

c) Invoices must state Purchaser’s reference number, article number, quantity, unit price, and otherwise comply with legal requirements.

d) Payment is made within 60 days after full performance and receipt of a proper invoice. Invoices must state reference number, article numbers, quantities, unit prices. Purchaser may withhold proportional payment for defective deliveries. Payment terms apply as per Purchaser’s Order until changed by mutual agreement.

e) Payments do not constitute acceptance of conformity. Purchaser may withhold proportional payment for defects. Rights remain even after payment.

f) Payment is deemed timely if Purchaser’s transfer order is submitted to its bank within the agreed period.

11. Warranty for Defects, Liability, Insurance, Limitation

a) Purchaser is not obliged to inspect deliveries upon receipt.

b) In case of defects, Purchaser may, in addition to statutory rights, require: Supplier to retrieve and replace defective goods at its cost, Purchaser to return goods at Supplier’s cost, sorting/reworking within 24 hours at Supplier’s cost, or replacement by Purchaser/external service providers. Supplier must also bear costs of recall campaigns caused by defects. Series defects require replacement of entire series. Supplier is liable for all damages caused by defective goods.

c) Supplier must define corrective actions with Purchaser and submit statements on defects.

d) Supplier bears all costs of recall/service actions caused by its defects.

e) Supplier must indemnify Purchaser from third-party claims arising from defects.

f) Supplier must maintain adequate product liability insurance beyond normal coverage, including personal and property damage. Policies must be presented on request. Further claims remain unaffected.

g) Warranty period is 36 months from risk transfer. Suspension occurs between defect notice and rectification/refusal. New period starts upon replacement.

12. Hidden Defects

a) If a hidden defect arises that could not be detected upon delivery inspection, Purchaser must notify Supplier within a reasonable time. Statutory or contractual warranty periods under Swiss law apply, with the longer prevailing.

13. Production Equipment

a) Technical documents, models, templates, samples, test equipment, tools, etc. provided by Purchaser remain Purchaser’s property. Items procured/manufactured at Purchaser’s cost become Purchaser’s property.

b) Purchaser holds all rights to such items. Supplier may not dispose, relocate, or disable them without consent.

c) No reproductions may be made without written consent. Items/reproductions may not be shared with third parties.

d) All equipment must be returned immediately after the Order.

e) Items loaned long-term must be labeled “Property of Steinemann AG”.

f) Supplier must use items only for contract purposes, insure them, and perform maintenance.

g) Purchaser may demand return anytime. Supplier has no right of retention.

h) Equipment left after last production may only be destroyed with written consent. Supplier may request return.

14. Third-Party Rights

a) Supplier guarantees that deliveries are free from third-party rights and no patents/designs/other rights are infringed, unless Supplier is not at fault.

b) Parties must inform each other of risks or infringements immediately.

c) If third-party rights impair Purchaser’s use, Supplier must obtain licenses or modify/replace goods at its expense.

d) Inventions/results created under the contract must be transferred to Purchaser upon request against compensation. Supplier must claim employee inventions as required.

e) If Supplier provides images for advertising, it must ensure it holds rights and may transfer them to Purchaser. Supplier grants rights of use, editing, and distribution. Supplier indemnifies Purchaser from claims arising from agreed use.

15. Set-Off

a) Purchaser may set off its own claims against Supplier’s claims or assert rights of retention.

16. Confidentiality

a) Supplier must treat all Purchaser data, information, documents, and non-public details strictly confidential.

b) Supplier must not intentionally or unintentionally allow third-party access to such information.

c) Confidentiality extends beyond fulfillment of the Order and applies to employees/agents involved.

d) In case of breach, Purchaser may claim contractual penalty of 10% of Order volume in last 12 months.

17. Supplier Code of Conduct

a) Supplier must comply with applicable laws, including those of manufacturing/destination countries. Supplier shall not engage in bribery, human rights violations, or child labor. Supplier must ensure workplace safety, comply with environmental law, and encourage compliance in its supply chain. If Supplier breaches these obligations, Purchaser may terminate after allowing reasonable cure period.

18. Severability Clause

a) If any provision is invalid, remaining provisions remain effective. Invalid provisions shall be replaced with effective ones reflecting the intended economic purpose. Applies also to contractual gaps.

19. Jurisdiction

a) Exclusive place of jurisdiction is Purchaser’s seat in 9230 Flawil, Switzerland.

20. Applicable Law

a) Swiss law exclusively applies.

b) Conflict-of-law rules and the UN CISG (Vienna Convention) are excluded.

Address

Convacc AG, Wilerstrasse 2180, CH-9230 Flawil, Switzerland, February 2021