General Terms and Conditions of Sale and Delivery | General purchase conditions

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General purchase conditions of Ziegler Papier AG for the provision of goods and services

1. General

1.1  These general purchase conditions shall apply to the current and future provision of goods and services (“delivered items”) to Ziegler Papier AG (“Ziegler”) by the supplier or service provider (“Supplier”).

1.2  Differing or supplementary conditions shall apply only if they have been agreed in text form (in writing, by fax or by e-mail). In particular, differing or supplementary conditions on the part of the Supplier shall also not form part of the contract if Ziegler accepts the delivered item without reservation.

2. Order process

The Supplier shall be asked to submit a quote free of charge in response to a request from Ziegler. The Supplier’s quote must comply with Ziegler’s specifications and descriptions and explicitly indicate any variations.

3. Order

3.1  Specific reference must be made in the order confirmation to any variations in the order. Such variations shall only form part of the contract if Ziegler expressly confirms its acceptance of them.

3.2 After conclusion of the contract, Ziegler shall have the right to request changes in relation to the delivered item, particularly in terms of specifications, sketches, design, constructions, time and place of delivery, packaging, quality, amounts and means of transport.

3.3 If such a change would entail an increase or reduction in costs for the Supplier, or result in the time of delivery being changed, the Supplier must inform Ziegler as quickly as possible, and within 7 working days at the latest, about the expected additional costs and/or extent of the delay in delivery. The parties shall then agree an appropriate adjustment of the Supplier’s remuneration or time of delivery as quickly as possible.

4. Delivery, delay in delivery

4.1 Ziegler shall only accept partial deliveries and early deliveries if these have been agreed in advance.

4.2 The order number must be stated on all dispatch documents and delivery notes.

4.3 The Supplier is obligated to notify Ziegler without delay if circumstances arise or become apparent that mean that the agreed delivery time cannot be met.

5. Packaging, transport, risk assumption

5.1 The Supplier must package the goods appropriately and inform Ziegler in a timely manner about any precautionary measures to be taken when removing the packaging. Payment will only be made for reusable packaging if appropriate payment is forthcoming when it is returned.

5.2 Unless otherwise agreed, assumption of risk for the goods shall be transferred in accordance with Incoterms 2010 agreed in the contract for delivery. If no Incoterm or regulation for the transfer of risk has been agreed, risk shall be assumed upon proper delivery to the agreed destination (or, if no destination was specified, to Ziegler’s factory premises) and, for delivery with assembly, after completion of assembly in the place of use.

6. Price, payment conditions

6.1 The prices stated in the order are fixed prices. Unless otherwise agreed, the price is understood to include delivery to the agreed destination and packaging.

6.2 Invoices can only be processed if they contain the order number specified in the order.

6.3 The invoice must state the VAT applicable in each case and indicate the Supplier’s tax number and the revenue office responsible for the Supplier.

6.4  Unless otherwise agreed, the agreed price is due for payment within 10 days from delivery or performance of the service and receipt of invoice with a 3% early payment discount, or within 30 days with a 2% discount, or net within 60 days.

7. Guarantee, notice of defects

7.1 The Supplier shall guarantee that the delivered item is in the agreed condition and performs the agreed services, that it is new and meets the latest technical standards, and displays no defects that would impair its value or suitability for its intended use. The delivered item must comply with prevailing standards, laws, environmental and accident prevention regulations and other regulations specific to the final country of destination as stated in the order. The delivered item includes all relevant instructions that may be required for assembly, operation or maintenance, as well as all relevant warning notices and other information.

7.2 If no joint acceptance has been agreed, and subject to differing arrangements in a quality assurance agreement concluded between the parties, Ziegler shall check the delivered items for identity, quantity and externally visible transport damage as part of the incoming goods inspection process. For the rest, delivery defects shall be determined during the normal course of business. In this respect, the Supplier waives any right to object to delayed notification of defects. Defects are to be reported to the Supplier within 14 days after receipt of the goods or, in the case of hidden defects, once they have been identified.

7.3 If the contract foresees a performance guarantee and a performance test as evidence that the performance guarantee has been met, the performance guarantee shall include achieving the agreed performance uninterrupted during the test. The test should be performed during the time period agreed in the contract and repeated a maximum of two times. If the delivered item does not comply with the performance guarantee, Ziegler shall be entitled to exercise the agreed warranty rights and, in the absence thereof, statutory warranty rights.

7.4 In the event of a failure to comply with the aforementioned warranty commitments, Ziegler shall be entitled to make statutory warranty claims. Furthermore, the Supplier shall bear all costs linked to the removal and assembly of the delivered items as part of the supplementary performance, as well as any transport costs, customs duties, charges or other duties, if it is not possible to repair the delivered items in the final destination as specified in the order.

7.5 After receiving prior information from the Supplier, Ziegler is entitled to rectify the defect itself and at the Supplier’s expense if there are exigent circumstances or a particular reason for urgency.

7.6 The warranty period is 3 years. It starts from delivery to the destination or, if acceptance has been agreed, with successful acceptance. Longer statutory periods of limitation shall also remain unaffected, as shall statutory regulations governing the commencement of limitation, suspension of the statute of limitations and the restart of time limits. The period of limitation shall be suspended through Ziegler‘s notification of defects.

8. Liability

8.1 Unless otherwise agreed in the contract concluded between the parties or in these purchase conditions, the Supplier shall be liable for all damages and losses incurred by Ziegler as a result of the Supplier breaching its obligations outlined in the contract concluded with Ziegler.

8.2 Ziegler shall be liable for damage it causes due to wilful intent or gross negligence.

9. Insurance

9.1 The Supplier must take out, at its own expense, insurance with respected and solvent insurance companies, which shall cover the Supplier’s liability towards Ziegler and third parties to the necessary extent. Ziegler is entitled to demand that the Supplier provide evidence of such insurance with a specific level of insurance coverage and specific amounts insured.

9.2 The existence of an insurance contract shall not result in any restriction on the Supplier’s obligations as per these purchase conditions or the contract concluded between the parties.

10. Quality assurance, environment

10.1 Unless otherwise agreed in the contract, the Supplier shall, at Ziegler’s request, provide evidence of an efficient quality assurance system as per ISO 9001 by providing quality records or other documents.

10.2 The Supplier must also demonstrate, on request, that it has an environmental management system as per ISO 14001 or at least an equivalent system.

10.3 Ziegler is entitled, after announcing it at least forty-eight (48) hours in advance, to visit the Supplier’s premises during normal business hours, and without disturbing the Supplier’s normal course of business, in order to review technical documents, instruments and records connected with a supply contract as well as the Supplier’s manufacturing process.

10.4 Ziegler’s rights to make warranty claims are not restricted by the aforementioned inspections.

10.5 The Supplier undertakes to retain all records relevant to the quality of the delivered items for at least ten (10) years after delivery to Ziegler.

10.6 The Supplier shall also impose the aforementioned obligations on its suppliers/contractors/sub-contractors and provide Ziegler with corresponding evidence thereof on request.

11. Replacement parts

The Supplier is obligated, for a period of at least ten (10) years after delivery of the delivered items, to supply Ziegler with replacement parts at competitive market rates.

12. Sketches, production equipment, tools belonging to Ziegler

12.1 All information, sketches, plans, production equipment, tools, prototypes and the like, which are given to the Supplier for the purpose of manufacturing the delivered items shall remain the property of Ziegler and may not be used for other purposes, copied or made accessible to third parties. They must be returned to Ziegler upon request.

12.2 The Supplier is obligated to label the production equipment, tools or prototypes belonging to Ziegler as being the property of Ziegler and to insure them at the original price and at their own expense against damage caused by fire, water and theft. The Supplier already assigns to Ziegler all claims to compensation arising from such insurance; Ziegler hereby accepts the assignment. The Supplier undertakes to perform, at its own expense and in a timely manner, any necessary inspection, maintenance and restoration work on the production equipment and tools belonging to Ziegler. The Supplier must notify Ziegler about any faults without delay.

13. Breach of industrial property rights or third party copyrights

The Supplier shall release, defend and indemnify Ziegler against all damages, costs, claims and expenses (including judicial and extra-judicial costs as well as out-of-court settlements in relation to such claims and lawsuits) that Ziegler incurs in relation to any claim or lawsuit from a third party against it or its customers, in which the third party asserts that the delivered items or the use of the delivered items by Ziegler or its customers as agreed with the Supplier breach the industrial property rights or copyrights of this third party. Notwithstanding this, the Supplier shall not be liable if the breach arises from the manufacture of the delivered items in accordance with the instructions from Ziegler and, despite deploying the level of care standard in the industry, the Supplier could not know that following these instructions would lead to a breach of the industrial property rights or copyrights of a third party.

14. Confidentiality, advertising

14.1 The contracting parties undertake to handle all commercial and technical information from the other party of which they become aware during the business relationship confidentially and as a business secret, unless such information is or becomes widely known, without this being the fault of the party that receives it.

14.2  Sketches, models, patterns, prototypes and similar objects may only be disclosed to third parties or otherwise made accessible to them if the party to whom they belong has granted its prior approval. Copying such objects is only permissible with the approval of the party that owns them and in accordance with copyright provisions.

15. Social responsibility

15.1 The Supplier undertakes to perform the contract taking into account the guidelines of the UN Global Compact Initiative and the principles adopted by the International Labour Organization (ILO) in the “Declaration on Fundamental Principles and Rights at Work.”

15.2 The Supplier shall ensure that its employees, subcontractors, advisers or commercial representatives do not offer or guarantee to any of Ziegler’s employees or advisers, or to any public officials, any inappropriate payments or other benefits for personal use or in favour of third parties for the purpose of concluding or maintaining a contract; the Supplier shall also ensure that the relevant people do not accept any such payments or benefits.

15.3 The Supplier shall also impose the obligations under this Clause 15 onto its sub-suppliers and sub-contractors and, upon request, provide documentary evidence of this to Ziegler.

16. General provisions

16.1 If a provision or part of a provision of these purchase conditions is or becomes invalid or unenforceable, it shall be disregarded and the validity of the remainder of these purchase conditions shall remain unaffected. If required, Ziegler and the Supplier undertake to replace the valid or unenforceable provision with a provision that is valid, enforceable and comparable with the original provision in terms of the desired commercial success, provided that this would not significantly change the content of these purchase conditions.

16.2 If Ziegler refrains, in individual cases or occasionally, from enforcing the rights contained in the contract with the Supplier, this shall not be construed as a renunciation of the expectation of further compliance with any of the Supplier’s obligations.

16.3 Without Ziegler’s prior authorisation, the Supplier may not transfer, either in whole or in part, rights and obligations from a delivery or service contract to third parties or arrange for sub-contractors or sub-suppliers to fulfil significant parts of them.

17. Applicable law, place of jurisdiction

17.1 These conditions and all contracts to which they apply are subject to Swiss substantive law, without giving effect to the principles of the Swiss provision on conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods from 11th April 1980 ("Vienna Convention") is expressly excluded.

17.2 Sole place of jurisdiction is the registered office of Ziegler. However, Ziegler is free to file a lawsuit against the Supplier with any court having jurisdiction.

General purchase conditions of Ziegler Papier AG for the provision of goods and services
Version 11-2015