1. General
All assignments or orders issued by us or any other contracts concluded by us shall be governed exclusively
by the following Terms and Conditions of Purchase. Any agreements incorporating terms with supplementary
or contrary effect or any terms and conditions of business/sale of the Contractor that specify otherwise shall
only be binding for us if they have been accepted by us in writing. This Contract may only be amended or
supplemented in writing and oral side agreements to this Contract shall only be valid if confirmed in writing.
Should any individual terms of this Contract be or become invalid, this shall not affect the validity of the
remaining terms. In such an eventuality, the contractual partners shall replace the invalid term with a
different lawful term that comes as close as possible to the economic purpose of the invalid term.
2. Conclusion of contracts
Contracts and other declarations shall only be binding if they are issued or confirmed by the Customer in
writing. Order acceptance must be confirmed in writing, citing our assignment/order number, binding prices
and the delivery period.
3. Deliveries / services
The deadlines and periods agreed to shall be binding. Compliance shall be ascertained with reference to the
time when the goods are received or the day on which the service is performed at our facilities. In the event
of non-delivery or a delay in the provision of a service we shall be entitled at our choosing, upon expiry of a
reasonable grace period, to withdraw from the Contract, to conclude fall-back transactions and/or to claim
damages due to non-performance. We shall also be entitled to claim all costs arising as a result of nonperformance. As a general rule, a delivery note including our order number must be included along with all
shipments. We require that proper packaging is used and that this packaging is taken back or reused where
appropriate.
4. Pricing and transfer of risk
Unless specifically agreed otherwise, prices shall be deemed to include shipment carriage paid to the place
of destination, including packaging and insurance. The Supplier is obliged to complete customs clearance
procedures for goods arriving from abroad, irrespective of the Incoterms agreed to. The Supplier shall bear
risk the risk of the loss or destruction of or damage to the goods until they are accepted by persons
authorised or designated by us at the location specified under Contract.
5. Objections to defects
We shall be entitled to make objections concerning the type, quantity and quality of the goods delivered
within 14 days of receipt. We shall be entitled to object to latent defects at any time thereafter according to
law. The foregoing shall be without prejudice to section 9 as regards machinery, equipment, spare parts and
accessories.
6. Drawings
Any drawings, sketches and samples included with our orders and any tools and installations produced for
us shall be treated as our intellectual property and may not be made accessible to third parties. This shall
apply mutatis mutandis to parts that are produced using these tools and installations and/or in accordance
with our drawings.
7. Invoicing
The assignment/order number must be cited in the invoice. We reserve the right to reject any invoices that
have been submitted incomplete until the missing information has been included.
8. Payment terms
Unless specifically agreed otherwise, payment shall be made within 14 days with a deduction of 3% or within
30 days with no deduction. The period shall start to run from the time when both the invoice and the goods
have been received by us, or when the service has been provided.
9. Warranty
Without prejudice to any more comprehensive statutory liability, the Supplier warrants in relation to
machinery, equipment, spare parts and accessories for a period of 24 months that the deliverable will have
the specified characteristics and will not feature any defects that impair usage or operation. The warranty
period shall commence upon receipt of the deliverable on our premises.
10. Product liability
The Seller undertakes to hold the Buyer harmless in respect of any damages claims (due to damage to
health, damage to property or financial loss) that are attributable to defective deliverables. All statutory
provisions including in particular food law shall be complied with.
11. Accident prevention, worker protection
This order is placed upon condition that it is executed in accordance with the law governing accident
prevention and worker protection and with generally recognised rules concerning health and safety and
occupational health. This obligation shall be a constituent part of the Contract. If this requirement is not
adhered to, the order shall not be deemed to have been properly executed. We reserve the right to bring
damages claims in respect of any resulting consequences.
12. Work on our factory premises
Any persons who carry out work on our factory premises in accordance with the Contract shall comply with
the requirements set forth in our Operational Rules as well as our Health and Safety Policy. No liability shall
be incurred for any accidents in which such persons are involved on the factory premises, unless they were
caused by us either wilfully or through gross negligence.
13. Place of performance and jurisdiction
The place of performance shall be the location at which the goods are to be delivered or at which the service
is to be provided according to the order. Jurisdiction shall lie in Olten.
14. Applicable law, Incoterms
The contractual relationship shall be governed by Swiss law. The Incoterms of the International Chamber of
Commerce, as amended from time to time, shall apply on a supplementary basis.
(last amended June 2016)