Purchase Conditions
1. General Provisions
1.1 These Purchase Conditions, as amended at the time of contract conclusion, apply to all deliveries, offers, and services provided by the supplier.
1.2 Our Purchase Conditions apply exclusively; conflicting or differing General Terms and Conditions of the supplier will not be recognized unless we have explicitly agreed to their validity in writing. Our Purchase Conditions also apply if we accept or pay for deliveries of products and services from the supplier with knowledge of conflicting or differing terms.
1.3 These Purchase Conditions also apply to all future deliveries and services provided by the supplier until our updated Purchase Conditions take effect.
2. Conclusion and Amendments of the Contract
2.1 Orders, agreements, delivery schedules, and their modifications or additions must be in writing.
2.2 Oral agreements before or at the time of contract conclusion require written confirmation from our purchasing department to be effective.
2.3 Oral agreements after contract conclusion, particularly subsequent changes or additions to our Purchase Conditions, also require written confirmation to be effective.
2.4 Cost estimates are binding and not subject to reimbursement unless explicitly agreed otherwise.
2.5 All expenses incurred by the supplier during the quotation and negotiation phase are free of charge for us unless otherwise agreed in writing.
2.6 If the supplier does not accept the order within two weeks of receipt, we are entitled to withdraw it. Delivery schedules become binding if the supplier does not object within five business days of receipt.
2.7 The supplier is obliged to point out obvious errors or incomplete details in the order or associated documents before acceptance.
2.8 The Supplier Quality Assurance (QSV) directive and the delivery and packaging regulations of LAPP Tec AG are integral parts of the contract.
2.9 Full or partial transfer or subcontracting of ordered deliveries and services to third parties is only permissible with our written consent.
2.10 The supplier must treat the order, contract conclusion, and contract conditions confidentially. The order may only be referenced or used for advertising purposes with our prior written consent.
3. Deliveries
3.1 Deviations from our agreements and orders are only permissible with our prior written consent.
3.2 Agreed dates and deadlines are binding. Compliance is determined by the receipt of goods at our location. If “free works” (DAP or DDP as per INCOTERMS 2010) is not agreed upon, the supplier must provide the goods in coordination with the freight forwarder, ensuring sufficient time for loading and dispatch.
3.3 If the supplier undertakes installation or assembly, all incidental costs such as travel expenses, tool provision, and allowances are borne by the supplier unless agreed otherwise.
3.4 The supplier must notify our ordering department immediately if difficulties arise that could prevent timely delivery or affect quality.
3.5 Accepting late deliveries does not waive our rights to claim compensation for delays.
3.6 Partial deliveries are generally not permitted unless explicitly agreed or reasonable for us.
3.7 Quantities, weights, and measurements determined during our goods receipt inspection are binding unless otherwise proven.
3.8 Software included in the product delivery may be used as per agreed functionalities and for intended purposes. We are also entitled to create a backup copy without explicit agreement.
3.9 The supplier must comply with legal or collective minimum wage requirements, ensuring their subcontractors also comply. The supplier will indemnify us against third-party claims arising from violations of these obligations.
4. Force Majeure
Events such as force majeure, labor disputes, unforeseen operational disruptions, civil unrest, pandemics, governmental actions, or other unavoidable circumstances entitle us to withdraw from the contract wholly or partially if they significantly reduce our demand.
5. Shipping Notice and Invoice
The specifications in our orders and delivery schedules apply. Invoices must be sent separately to the address stated in the order and must not be included in the shipment.
6. Pricing and Transfer of Risk
Unless otherwise agreed, prices are “free works” (DDP as per INCOTERMS 2010), including packaging. VAT must be stated separately if applicable. The supplier bears the risk until acceptance of the goods at the specified delivery location.
7. Payment Terms
Unless otherwise agreed, invoices will be settled within 60 days of receipt. Payments are subject to invoice verification.
8. Defect Claims and Recourse
8.1 Acceptance of goods is subject to inspection for defects. Notified defects waive any objections of delayed claims by the supplier.
8.2 Legal provisions regarding defects apply unless otherwise stated.
8.3 We reserve the right to demand rectification of defects.
8.4 In urgent cases, we may rectify defects at the supplier’s expense if immediate action is required.
8.5 Claims for defects expire after two years unless the product is part of a structure, in which case legal provisions apply.
9. Product Liability and Recall
The supplier must indemnify us from product liability claims caused by defects in their deliveries. The supplier bears all associated costs, including legal fees and recall expenses.
10. Execution of Work
Personnel performing contractual work on our premises must adhere to our regulations. Liability for accidents is excluded unless caused by gross negligence.
11. Provision of Materials
Materials or containers provided by us remain our property and may only be used as instructed.
12. Spare Parts
12.1 The supplier must supply spare parts under reasonable terms for at least ten years after the last delivery.
12.2 If the supplier ceases production, we must be allowed to place a final order with six months' notice.
13. Confidentiality and Documentation
All business or technical information shared by us must remain confidential unless publicly available. Reproductions and commercial use require our consent.
14. Intellectual Property Rights
The supplier ensures their deliveries do not infringe on third-party rights and will indemnify us against related claims.
15. Place of Fulfillment
The place of fulfillment is the delivery location specified in the order.
16. Code of Conduct for Suppliers
Suppliers must comply with our Code of Conduct, which covers legal compliance, anti-corruption, workers’ rights, environmental protection, and health and safety.
17. General Provisions
17.1 Invalid provisions will be replaced by effective regulations that achieve the same economic purpose.
17.2 The exclusive place of jurisdiction is the domicile of LAPP Tec AG.
17.3 Swiss law exclusively governs the contractual relationship.
