Conditions of purchase

1. General

1.1 Our Terms and Conditions of Purchase apply exclusively; we do not recognise any General Terms and Conditions of Business of the supplier contradicting or differing from our Terms and Conditions of Purchase, unless we have expressly agreed to their application in writing. Our Terms and Conditions of Purchase also apply in the event that we accept the goods and services from the supplier even if we are aware that the supplier has contradictory terms and conditions or terms and conditions that differ from our terms and conditions (hereinafter: subject of the contract) or pay for them.

1.2  Our Terms and Conditions of Purchase also apply for all future goods and services the supplier provides to us, until our new Terms and Conditions of Purchase come into force.

2. Conclusion of contract and amendments to the contract

2.1 Orders, completions and call-offs require the written form.

2.2 Oral agreements before or during the conclusion of the contract require the written confirmation of the purchasing department to become effective.

2.3 Oral agreements after the conclusion of the contract, in particular later changes and amendments to our Terms and Conditions of Purchase - including this written form clause - as well as collateral agreements of any type, also require the written confirmation of the purchasing department to become effective.

2.4 Cost estimates are binding and not chargeable, unless something different has expressly been agreed.

2.5 In the event that the supplier does not accept the order within two weeks after its receipt, we are entitled to withdraw from it. Call-offs become binding, if the supplier does not object within five working days after the receipt.

2.6 The Quality Assurance Directive as well as the Delivery and Packaging Regulations of LAPP Tec AG form an integral part of this contract.

3. Deliveries

3.1 Differences from our conclusions and orders are only permissible with our prior written consent.

3.2 Agreed dates and deadlines are binding. The receipt of the goods on our premises is decisive for the compliance with the delivery dates or the delivery term. If a delivery “ex works” (DAP or DDP according to INCOTERMS 2010) has not been agreed, the supplier has to supply the goods in good time taking the time for loading and shipment into account that has been agreed with the forwarding agent.

3.3 In the event that the supplier has accepted to carry out the installation or assembly, and unless anything different has been agreed, the supplier bears all necessary additional costs, such as for example travel expenses, provision of tools as well as additional costs, unless something different has been agreed.

3.4 In the event that agreed dates are not adhered to, the statutory regulations apply. Should the supplier envisage difficulties with regard to manufacture, primary material provision, the observance of the delivery date or similar circumstances, which may prevent it from supplying in good time or supplying in the agreed quality, the supplier has to promptly notify our purchasing department.

3.5 The unconditional acceptance of the delayed goods or services does not include the waiver of claims for compensation we have for the delayed goods or services; this applies until the full payment of the remuneration we owe for the affected goods or services.

3.6 Partial deliveries are never permissible, unless we have expressly agreed to them or they are within reason.

3.7 The figures established at the goods entry check are decisive for numbers of items, weight and mass, unless they can be proven otherwise.

3.8 Apart from the right to use the software included in the scope of delivered products in the legally permissible scope, we also have the right to use it with the agreed performance characteristics and to the extent required for the contractually agreed use of the product. We are entitled to create a security copy of it without express agreement.

4. Force Majeure

Force majeure, labour disputes, involuntary operational faults, riots, regulatory measures and other inevitable events entitle us - irrespective of other rights we may have - to fully or partly withdraw from the contract, as long as these have a significant duration and result in a significant reduction of our demand.

5. Dispatch note and invoice

The details in our orders and call-offs apply. One copy of the invoice has to be sent to the corresponding imprinted address including invoice number and other allocation references; it must not be included in the shipments.

6. Pricing and transfer of risk

Unless agreed otherwise, the prices are to be understood as ex works, custom duty paid (DDP according INCOTERMS 2010) including packaging.

Value added tax has to be itemised separately, if payable. The supplier bears the risk for the object until the acceptance of the goods by us or our agent at the place at which the goods are to be delivered in accordance with the order.

7. Payment terms

Unless agreed otherwise, the invoice is payable within 60 days of the receipt of the invoice.

Payment is made after the invoices have been verified.

8. Claims for defect and recourse

8.1 Acceptance takes place with the reservation of a test for defects, and in particular also correctness, completeness and usefulness. We are entitled to examine the object of the contract, in as far and as soon as this is recommendable according to our proper business processes; any discovered defects are notified promptly after their discovery. Insofar, the supplier waives the plea of a delayed notice of defects.

8.2 The legal regulations about material defect and defects in title apply, unless agreed otherwise.

8.3 We always have the right to subsequent performance.

8.4 Should the supplier not promptly following our instruction to remedy the defects start remedying the defects, we have in urgent cases, in particular to protect us against acute danger or to avoid bigger damage, the right to remedy the defects ourselves or to instruct a third party to do so at the supplier’s expense. Material defect claims lapse after two years, unless the item has been used for a building according to the customary use and has caused a defect to the building. The period of limitation for material defect claims starts with the delivery of the object of the contract (transfer of risk).

8.5 In case of legal defects the supplier also releases us from any possibly arising claims of a third party. With regard to legal defects the period of limitation is 10 years.

8.6 For parts of the delivery that have been serviced or repaired during the period of limitation for our material defect claims, the period of limitation starts again at the time, when the supplier has completely satisfied our claims for subsequent performance.

8.7 Should we incur costs due to the faulty delivery of the object of the contract, in particular transport, labour, material or other costs for entry controls exceeding the normal amount, the supplier has to bear the costs.

8.8 In the event that we take back products we have manufactured and/or sold due to a defect of the object of the contract supplied by the supplier, and in the event that our purchase price has been lowered or that a claim has been submitted, we reserve the right to recourse for the supplier, while the otherwise necessary deadline is not necessary for our notice of defect.

8.9 We are entitled to claim that the supplier reimburses us for our expenses, which we incurred in our relationship with our customer, because our customer has raised a claim for reimbursement of its expenses incurred for the purpose of the subsequent performance, in particular transport, road, labour and material costs.

8.10 Irrespective of the regulation in section 8.4, the statute of limitation applies in the cases of section 8.8 and 8.9 at the earliest 2 months after the moment, when we have satisfied the claims our customer has raised against us, but no later than after 5 years after the delivery by the supplier.

8.11 In the event that within 6 months after the transfer of the risk a material defect appears, it is assumed that the defect was already present at the of transfer of risk, unless this assumption is not compatible with the nature of the object or the fault.

9. Product liability and recall

In case a claim is raised against us on the basis of product liability, the supplier is obliged to hold us harmless from these claims, as long as the damage has been caused by an error of the object of the contract supplied by the supplier. In the cases of fault-based liability this only applies, if the supplier is guilty of a fault. If the supplier is responsible for the cause of the damage, the supplier also bears the burden of proof. In the cases described above the supplier covers all costs and expenses, including the costs of the prosecution or recall. Otherwise, the legal provisions apply.

10. Execution of works

People who carry out work on the premises to fulfil the contract have to abide by the regulations of our work regulations. Liability for the accidents these people suffer on the premises is excluded, unless they are caused by unintentional or grossly negligent violation of the obligations of our and legal representatives or agents.

11. Provision

Agents, parts, containers special packaging provided by us remain our property. They may only be used according to their purpose. The agents are processed and parts are assembled for us. There is an agreement that we are co-owners of the products that are manufactured with the use of our agents and parts and that the supplier stores for us in the same proportion the value of the provisions has to the value of the total product.

12. Documentation and confidentiality

12.1 All business or technical information we have made available (including features that can be found in transferred objects, document or software, and other findings or know-how) must be kept confidential vis-a-vis a third party, as long and as far as it is not public knowledge, and it may only be made available to those people in the operation of the supplier, who must necessarily be consulted for its use for the purpose of the deliveries to us and who are also obliged to maintain secrecy; the information remains our exclusive property. This information must not be reproduced or used commercially without our prior written agreement - this excludes deliveries to us. Upon our request all information coming from us (possibly including any copies or notes made) and any objects provided on a temporary basis must be promptly and fully returned or destroyed. We reserve all rights to this information (including copyrights and the right to apply for industrial property rights, such as patents, utility models, semiconductor rights, etc.). If this information has been made available to us by a third party, this legal reservation also applies in favour of this third party.

12.2 The supplier must not use any products that have been manufactured according to documentation prepared by us, such as drawings, models, etc., or according to our confidential details or with our tools or copied tools, nor must they be offered or supplied to a third party. This also applies accordingly to our print jobs.

13. Place of fulfilment

The place of fulfilment is the place the goods have to be delivered to according to the order.

14. Content of the Code of Conduct of LAPP Tec AG (LTD)

An important part of our General Terms and Conditions of Purchase is the observation and implementation of the Code of Conduct. The topics of the Code of Conduct for suppliers of LTD are:

- compliance with the laws of the corresponding applicable legal system(s)

- prohibition of corruption and bribery

- respect for the employees’ fundamental rights

- prohibition of child labour: the basis for the minimum age for employment are several treaties of the International Labour Organisation

- the employees’ health and safety

- protection of the environment: The goal of the protection of the environment is to improve the market opportunities of our products as well as our reputation with customers and the public through increased environmental compatibility and ecological efficiency of the products themselves and their development processes. This can only be achieved when our suppliers contribute as our partners to this process. This means for our suppliers: respecting the protection of the environment with regard to legal regulations and international standards. It is important to LTD that our suppliers promote and actively implement the compliance with the principles of our Code of Conduct or a similar one they may have in their supply chain in the best possible manner. Therefore, we expect our suppliers to respect the Code of Conduct for LTD suppliers not only in their own organisation, but also that they pass on international standards we have summarised in the Code of Conduct for LTD suppliers to their sub-suppliers.

15. General provisions

15.1 In the event that a provision of these terms or other agreements made is or becomes ineffective, this does not affect the validity of the remaining terms. The contractual partners are obliged to replace the ineffective provision with one which will most further an equivalent effect as related to the partners’ economic success.

15.2 The legal venue is Frauenfeld in Switzerland for all legal disputes that may arise directly or indirectly from the contractual relationships that are based on these General Terms and Conditions of Purchase. We are furthermore entitled to submit a claim against the supplier either at the court of their domicile for their branch or at the court of the place of fulfilment.

15.3 Only Swiss law is applicable for the contractual relationship.