1. Scope and contractual basis
a) These General Terms and Conditions of Purchase (hereinafter referred to as "GTC") apply to all purchases (hereinafter referred to as "Order") made by Convacc AG (hereinafter referred to as "Purchaser") from the business partner (hereinafter referred to as "Supplier"), unless otherwise expressly agreed in writing.
b) For all contracts relating to the purchase of products, materials, raw materials, tools or spare parts (hereinafter referred to as "subject matter of the contract") by the purchaser, regardless of whether they are based on framework agreements, delivery schedules or individual orders, the purchaser's General Terms and Conditions apply exclusively in the version valid at the time the order is received by the supplier. It is the supplier's responsibility to inform itself about the current General Terms and Conditions. Any deviating terms and conditions of the supplier, regardless of their form, do not apply.
c) In the event of contradictions between different contractual documents of the parties, the following order of priority shall apply:
• The provisions of the respective order of the purchaser
• Other special party agreements
• Cooperation agreements signed by the parties
• These General Terms and Conditions
d) The Supplier agrees that after one-time application of these General Terms and Conditions in the version valid at the time of receipt of the order by the Supplier, they shall automatically apply to any subsequent order.

2. Inquiries, offers and confirmation
a) Inquiries from the Purchaser to the Supplier are non-binding. The Supplier shall provide offers free of charge.
b) The purchaser only accepts orders placed by his purchasing department. Changes or additions to orders are only binding if they have been confirmed to the supplier in writing (fax and email are sufficient) 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 reference on the order, at the latest within 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 the supplier has already delivered a specific product in a similar form to a competitor of the purchaser, the supplier shall inform the purchaser immediately.
e) The supplier is obliged to provide the purchaser, upon first request, with specific design drawings, product specifications, material information or information on ingredients 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 representative duly authorized in the commercial register. If the supplier confirms the order with another written document, duly signed by him, in which the wording of the order is reproduced and there are discrepancies between the order and the supplier's order confirmation, the order shall prevail unless the parties have agreed otherwise in writing.

4th 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 purchaser immediately and before sending the confirmation if he notices an error or open point with regard to essential components of the order, in particular quantity, price or delivery period. The supplier is concerned about knowing essential data and circumstances as well as the intended purpose of the order.
b) The order must be confirmed by the supplier in writing to the person from the purchaser's purchasing department named on the order no later than three working days after receipt of the order.

5. Subcontracting
a) Subcontracting by the supplier is prohibited without the express written consent of the customer. Production orders for the manufacture of contractual items based on the customer's drawings ("drawing parts") may not be passed on to subcontractors without written approval from the customer. The supplier is liable for its subcontractors as for itself. If subcontractors are specified by the customer, this does not release the supplier from the responsibility to monitor the quality of the products purchased and to assess and develop these subcontractors.

6. Delivery, packaging and identification
a) Deliveries must be made in accordance with DDP of the currently valid INCOTERMS®. Each delivery must be accompanied by a delivery note which indicates the order number assigned by the customer, the description of the contents according to identity and quantity, and if necessary, other documents which are specified by the customer or are required by law.
b) Partial deliveries are only permitted with the written consent of the customer. If the supplier delivers partial deliveries without the written consent of the customer, the contract will only be fulfilled upon delivery of the complete order.
c) For identification and allocation, the supplier must label the parts or packaging to ensure clear traceability of the parts. Where possible, the parts are labelled in consultation with the purchaser. The packaging units must be adequately labelled.
d) If an order valued at more than CHF 5,000.00 net is delivered (in terms of value after conversion from the agreed currency) before the customer has received the signed order as order confirmation, the customer is free to accept or reject the delivery. If rejected, the delivery will be returned to the supplier at the supplier's expense.
e) The supplier must also strictly adhere to the delivery address specified in the order. He is liable for any error that cannot be clearly attributed to the purchaser.
f) If the supplier delivers products whose product components or at the time of the order contain substances that are subject to declaration or of concern according to Swiss regulations, it is obliged not only to observe the Swiss legal regulations at the destination for packaging and labelling, but must also inform the customer without being asked to do so in order to complete its dangerous goods obligations under Swiss law to the extent necessary about the relevant dangerous goods items or declarations to be classified. If the EU chemicals regulation "REACH" ("REACH Regulation") also applies to the supplier's product range in whole or in part, the supplier is obliged to fulfil all registrations, notifications and information obligations required thereunder without being asked to do so. If the supplier is based outside the EU, it hereby confirms that it has appointed an exclusive representative in the EU in accordance with Article 8 of the REACH Regulation, who will also fulfil the registrations, notifications and information obligations required for the goods delivered by the supplier on behalf of the customer.
g) The supplier undertakes to provide a complete declaration of goods and must meet all requirements of the applicable national and international customs and foreign trade law and obtain the necessary export permits. The supplier must, without being asked, provide the purchaser in writing in a timely manner all information and data that the purchaser requires to comply with foreign trade law for export, import and re-export. This 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 classification of goods in 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);
• Manufacturers’ product data sheets;
• Safety data sheets;
• Delivery lists (e.g. summary of delivery notes);
• Delivery note with minimum details of order number, article number (orderer), gross/net weight, customs tariff numbers and exact quantities
h) The supplier must present the documents at the first request of the customer within five working days. The supplier also maintains a list of the products delivered and updates this on an ongoing basis. The costs associated with the declaration are to be borne by the supplier. The declared products are binding for the execution; deviations require the written consent of the customer. If the supplier violates his obligations according to item 6.g., he shall bear all costs and damages incurred by the customer as a result.
i) Wood and wood-based materials must bear the FSC or PEFC label.

7. Delivery date, readiness for delivery, default interest
a) The agreed delivery dates are binding and are understood as arrival dates at the agreed delivery location. No reminder from the customer is required for the occurrence of a delay in delivery (expiry date agreement).
b) The supplier is obliged to inform the purchaser immediately if circumstances arise or become apparent due to which the agreed delivery dates and deadlines cannot be met.
c) The supplier undertakes to comply with the agreed delivery readiness in accordance with the appendix “Readiness for delivery” and, in the event of a breach, to pay the contractual penalties stipulated therein.
d) In the event of a delay in delivery, the supplier owes 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 service provided late. Further contractual or legal rights and claims due to delay (in particular withdrawal and compensation) exist in accordance with the statutory provisions. The contractual penalty will be offset against any further damage. If expedited transport is necessary due to delayed availability, the supplier will bear the additional freight costs. Additional costs for unrequested express deliveries are also borne by the supplier.
e) Unforeseeable, unavoidable and serious events (“force majeure”) release the contracting parties from their performance obligations for the duration of the disruption. This also applies if these events occur at a time when the affected contracting party is in default. The contracting parties will inform each other immediately, within reasonable limits, and adapt their obligations to the changed circumstances in good faith.

8. Place of performance and place of delivery
a) The place of performance and delivery is the location of the customer. The location of the customer is the location of his company headquarters (hereinafter "headquarters"). If the location of the customer's industrial or commercial activity (hereinafter "business address") does not correspond to his headquarters, the place of delivery is the business address, which is then considered the customer's headquarters within the meaning of these General Terms and Conditions of Purchase. If a delivery location other than the customer's location or business address is intended, this must be expressly stated in writing by the customer in the order, otherwise the transfer of risk for the contractual items from the supplier to the customer does not take place.

9. Transfer of ownership and risk
a) Full ownership of the contractual items passes to the customer upon delivery to the delivery location specified in section 8. The transfer of risk is governed by the INCOTERMS® agreed 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 major accident, the Supplier agrees to bear the costs of the following incidents:
• Sea throw
• Damage to the ship or engine damage due to salvage operations
• Use of tugs and salvage vessels
• Damage to the ship or engine damage caused by fire fighting
• Loading and unloading costs in the port of refuge

10. Prices, invoices and payment
a) The agreed prices (in the agreed currency) are fixed prices. They include packaging and transport costs as well as all customs duties, taxes, full insurance cover and other charges up to the place of performance. The prices are exclusive of the applicable statutory value added tax. Price changes require the express written consent of the customer.
b) Where applicable to the supplier, one-off costs for tools, templates, programs, adapters, etc. must be offered separately.
c) Invoices must show the purchaser's reference number, the article number, quantity and unit price and must otherwise comply with the legal requirements.
d) Payment by the customer is made within 60 days after the service has been fully provided and the customer has received a proper invoice. Invoices must show the customer's reference number, the article number (supplier article number and customer article number), quantity and unit price. In the event of faulty delivery or service, the customer is entitled to withhold payment pro rata until the service has been properly performed. The supplier's payment deadline is noted on the customer's respective order and is valid until a new mutual agreement has been reached.
e) Payments do not constitute recognition of the delivery or service as being in accordance with the contract. In the event of faulty delivery or service, the customer is entitled to withhold payment pro rata until proper performance. Legal claims remain fully protected even after payment for the service has been made.
f) Payments by the customer are deemed to have been made on time if the transfer order was forwarded to the customer’s bank for processing within the agreed payment period.

11. Warranty for material and legal defects, liability for damages, insurance, limitation period
a) The Purchaser is not obliged to carry out any inspections upon receipt of deliveries.
b) In the event of a warranty claim, the purchaser may request or initiate the following, regardless of statutory warranty rights.
• If faulty parts are discovered during delivery or installation during series production, the supplier has the option, after written notification from the purchaser, to immediately recall defective deliveries at its own expense and to deliver replacements or to sort them out and/or rework them.
• The purchaser may return goods not delivered in accordance with the contract at the supplier’s expense and risk, unless the supplier requests collection and carries this out immediately.
• If a return delivery and replacement are not possible due to scheduling reasons, the supplier must sort the suspicious parts on site at the customer's premises within 24 hours and at the supplier's own expense following a written request from the customer. If the supplier does not comply with this request, the customer's employees or external service providers will sort the quantities necessary to maintain delivery capability (substitute performance) after informing the supplier in writing, provided that the subsequent performance is not disproportionate for the supplier. The supplier shall bear the costs incurred as a result.
• If, due to a serial defect, the replacement of an entire series of contractual items or of the customer's products that have been incorporated into the contractual items becomes necessary, for example because a defect analysis is uneconomical, impossible or unreasonable in the individual case, the supplier shall also reimburse the costs for the part of the affected series that does not have a technical defect.
• The supplier shall bear all damages incurred by the purchaser or third parties as a result of defective contractual items.
c) In the event of any complaint of defects, the Supplier must, in prior consultation with the Purchaser, define and implement measures and submit a statement to the Purchaser.
d) The supplier shall bear all costs arising from necessary recall or service actions, provided that the recall or service actions by the customer were actually carried out due to defects in the supplier's contractual items.
e) Should third parties – regardless of the legal basis – legitimately assert claims against the Purchaser due to a material or legal defect or any other defect in the delivery or service of the Supplier, the Supplier is obliged to indemnify the Purchaser against all liability upon first request.
f) The supplier must maintain adequate product liability insurance for personal injury and property damage in addition to the scope of its normal business liability insurance to cover any product liability risk. The purchaser must be provided with evidence 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. The warranty period is suspended for the period between the sending of a justified notification of defects and (i) proper subsequent performance by the supplier or (ii) the rejection of subsequent performance by the supplier. The warranty begins anew in the event of subsequent delivery.

12. Hidden defects
a) If a material defect occurs which was not apparent at the time of the incoming goods inspection (hidden defect), the purchaser is obliged to report this to the supplier within a reasonable period of time. The statutory or contractual warranty period under Swiss law must be taken into account (the contractual warranty, if it is longer, takes precedence, see section 11 lit. g).

13. Production equipment
a) Technical documents, work standard sheets, models, matrices, templates, samples, test equipment, tools and other production resources (hereinafter "production resources") provided by the customer remain the property of the customer. Production resources that the supplier procures or produces at the customer's expense to fulfill a contract between the contracting parties become the property of the customer.
b) The customer retains all rights to production resources that the customer has paid for or made available to the supplier. The supplier is only authorized to actually or legally dispose of such production resources, to relocate them or to render them permanently inoperable with the express consent of the customer.
c) Copies of the production equipment may not be made without the written consent of the customer. The supplier may not make production equipment or copies of production equipment accessible to third parties or use them for other purposes without written approval.
d) The Purchaser’s production equipment, including all duplicates, must be returned to the Purchaser immediately after the order has been executed without being asked to do so.
e) Production resources handed over to the supplier for a longer period of time for the purpose of keeping and fulfilling a contract between the contracting parties must be clearly marked with the note “Property of Steinemann AG”.
f) The supplier must use the production resources exclusively for the performance of a contract between the contracting parties and treat them with care, in particular by adequately insuring them against fire, water and theft damage at its own expense and by carrying out any necessary maintenance and inspection work in a timely manner at its own expense.
g) Production resources must be returned to the purchaser immediately at the purchaser's first request and without giving reasons. The supplier shall not have any right of retention due to outstanding payment for production resources acquired or manufactured.
h) Any manufacturing resources remaining with the supplier after delivery of the last goods manufactured with them may only be destroyed with the prior written consent of the purchaser. The supplier may request that the purchaser take back the remaining manufacturing resources.

14. Third-party intellectual property rights
a) The supplier is liable for ensuring that all deliveries and/or services are free from third-party rights and that they and their contractual use do not infringe any patents, utility models, designs or other protective rights at home or abroad, unless the supplier is not at fault.
b) The contracting parties are obliged to inform each other immediately about any risks of violation and alleged cases of violation that become known in order to give each other the opportunity to counteract any claims by mutual agreement.
c) If the exploitation of the contractual items by the purchaser is impaired by existing third-party intellectual property rights, the supplier must, at its own expense, either acquire the relevant authorisation or modify or replace the affected parts of the delivery in such a way that the exploitation of the contractual items no longer conflicts with the intellectual property rights of third parties and at the same time complies with the contractual agreements.
d) The supplier must transfer to the customer, at the customer's request, all inventions made or other transferable work results achieved in the course of implementing a contract concluded between the contracting parties that are capable of being protected or whose eligibility for protection cannot be excluded, against appropriate remuneration. If legally required, the supplier must effectively claim inventions from its employees in a timely manner.
e) If the supplier provides the customer with image material for advertising purposes, he must first ensure that he has the necessary rights of use for this image material and that he is also permitted to grant these rights to third parties, in particular the customer. By providing the image material, the supplier authorizes the customer to use the image material in the manner and to the extent agreed upon by the supplier, to edit or otherwise modify the image material, to produce advertising material and to distribute it. If the agreed use of the image material by the customer violates the rights of third parties, the supplier shall indemnify the customer against all claims by third parties.

15. Set-off
a) The Purchaser has the right to offset its own claims arising from the business relationship against claims of the Supplier or to assert any rights of retention.

16. Confidentiality
a) The supplier undertakes to treat all data of the purchaser in the orders as well as all facts, documents, information, etc., in particular all non-obvious commercial and technical details, documents provided by the purchaser such as samples, drawings, plans, illustrations and similar documents which become known to the supplier through the business relationship, as strictly confidential.
b) The Supplier undertakes not to allow or grant to private or public third parties access to this information, whether in whole or in part, whether intentionally or unintentionally (theft, illegal copying or use, act with the intent to cause damage, etc.).
c) This obligation of confidentiality shall continue to apply even after the order has been fulfilled and shall also extend to employees, assistants and other parties whom the supplier has entrusted with the delivery, even if only on an ad hoc basis.
d) In case of breach of this obligation, the supplier may be required to pay a contractual penalty of 10% of the total amount of orders placed in the previous 12 months.

17. Supplier Code of Conduct
a) The supplier is obliged to comply with the laws of the applicable legal system(s), in particular those of the country of manufacture and destination. The supplier will not participate actively or passively, directly or indirectly in any form of bribery, violation of the fundamental rights of its employees or child labor. The supplier will also assume responsibility for the health and safety of its employees in the workplace, observe environmental protection laws and promote and demand compliance with this code of conduct from its suppliers as best as possible. If the supplier culpably violates these obligations, we are entitled to withdraw from or terminate the contract without prejudice to further claims. If the breach of duty can be remedied, this right may only be exercised after a reasonable period of time to remedy the breach of duty has elapsed without result.

18. Partial invalidity clause
a) Should a provision of these purchasing conditions or part of such a provision be or become invalid, the validity of the remaining provisions shall not be affected thereby. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision whose effects come as close as possible to the economic objective that the contracting parties were pursuing with the invalid or unenforceable provision. This also applies in the event of a regulatory gap.

19. Place of jurisdiction
a) The exclusive place of jurisdiction is the registered office of Convacc AG in 9230 Flawil, Switzerland.

20. Applicable Law
a) The entire legal relationship between the contracting parties shall be governed exclusively by Swiss law.
b) The reference provisions of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG, also known as the Vienna Sales Convention) are excluded.

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

Contact information

ConVacc AG
Wilerstrasse 2180
9230 Flawil
Switzerland

cvs@steinemanngroup.com

Tel: +41 71 394 14 14
Fax: +41 71 394 14 83