General conditions of purchase

General Conditions of Purchase of SwissPrimePack AG (hereinafter referred to as “Purchaser”)
Stand September 2012

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Areas of Validity
Part I of these general terms and conditions of purchase ("AEB") applies to all orders of the buyer with a supplier.

For suppliers of specific product groups, the provisions of Part II of this AEB also apply.

Deviations from these AEB must be agreed in writing. The general terms and conditions of the suppliers, which the buyer has not acknowledged explicitly and in writing, are non-binding, even without being explicitly contradicted.

Part I

General rules to be adhered to
1. The delivered goods (the term commodity always includes services), in addition to the contractual agreements, also comply with all provisions of the applicable EU regulations and the directives based on them and national Legislation in the country of manufacture and Swiss law. Particular attention must be given to the regulations of the following regulations and/or standards, including the guidelines based on them, in the current version:
• EU Regulation No 10/2011 on plastic materials and articles intended to come into contact with foodstuffs
• EC Regulation No 1935/2004, (requirements articles regulation) on materials and articles intended to come into contact with foodstuffs
• EC Regulation No 2023/2006 on good manufacturing practice for materials and articles intended to come into contact with foodstuffs (GMP)
• BSCI standards: Improving social standards in a global value chain


2. A fax or an e-mail fulfills the written form requirements contained in these GCP.

3. Orders of the buyer are only binding if they are sent in writing. The buyer expects the immediate delivery of a confirmation. After 48 hours he is no longer bound to his order.
The purchase of quotations by the buyer with the supplier is not considered as an order.

4. The prices set out in the order are fixed prices and are to be understood as a Franko delivery point including packaging and transport costs. These prices cover all services that are necessary to fulfill the contract.

5. The delivery is made to the purchaser's work in the agreed delivery form. In principle, the basis for delivery agreements is DDP ("delivered duty-paid") according to Incoterms 2010. The supplier is responsible for transport insurance. Ownership and risk for loss of or damage to the delivered goods shall pass to him upon acceptance of the buyer at his domicile or at another contractually determined place of delivery. Each delivery is to be supplied with delivery notes indicating the order number of the buyer, the name of the ordering employee, the number of items, the exact name of the goods including the item number of the buyer and the individual weights or dimensions. In the case of raw materials and primary packaging materials, each container must be labelled with a batch label. This must also be included in the delivery notes.
The pallets must always be marked with a pallet marking and a barcode given by the buyer. The pallet marking should contain at least the full item number of the buyer (including variant), quantity and lot number. For deliveries by truck, the supplier sends a shipping notification 48 hours before delivery including a planned delivery time window to the buyer. The buyer's order number must be stated on all freight documents and on the invoice.

Inspection of outgoing goods as an obligation of the Supplier
6. The supplier undertakes to supply only faultless goods according to the agreed quality specifications and in the ordered quantity. Thus, the supplier assumes full responsibility for the qualitative and quantitative accuracy of the delivered goods and thus bears all costs that may arise from deviations. The buyer expressly points out that he does not carry out a goods receipt inspection. The notification of defects is not bound to a specific period. Article 201 or is expressly excluded.

7. The buyer has the right, without liability to the supplier, to terminate the contract in whole or in part by written notice, without prejudice to any other rights or remedies of the buyer, if:
A) The supplier violates the contract and/or
b) The supplier ceases his business or payments, declares himself insolvent, makes preparations for his own dissolution or liquidation, makes an application for deferment, performs an assignment in favour of his creditors, for the supplier A bankruptcy or estate manager is appointed or the bankruptcy is opened by the supplier.

In the event of such termination, the Buyer shall be entitled to provide the supplier's contractual services at his own discretion or to refer to third parties, whereby the Supplier shall bear all additional costs incurred by the purchaser.

Delivery delay
8. The agreed delivery dates must be strictly adhered to by the supplier. The delivery date will be binding with the order confirmation of the supplier. In case of non-delivery up to the delivery date, the supplier is in default. In the event of delivery deadlines, the supplier shall be liable to the buyer for all direct and indirect damages arising from the late delivery.
DÜberschreitet the delivery delay for a period of 2 days, the buyer is entitled to withdraw from the order without the time limit. The buyer's obligation to pay for the corresponding delivery is omitted and the supplier remains liable for the direct and indirect damage of the buyer.
The agreed delivery periods shall be extended only in the following cases:
A) If the supplier does not deliver the information required for the fulfilment of the contract in due time or if it is subsequently amended;
b) If force majeure or war prevent a timely delivery or the timely acceptance.

In both cases, the delivery times are extended in the necessary amount caused by the respective reason. In addition to the extension of the delivery period, the supplier is not entitled to any further claims. If the supplier has to accept that the delivery cannot be made in whole or in part on schedule, he must inform the buyer in writing without delay, stating the reasons and the suspected duration of the delay. This communication does not alter the supplier's default and the legal consequences attached to it. For partial deliveries the express consent of the buyer must be obtained, which he may refuse without giving reasons. Additional costs incurred by non-observance of instructions, incomplete or delayed delivery of the goods or requested documents are at the expense of the supplier.

9. The packaging shall comply with the requirements of part I, para. 1. Dirty and damaged packaging, also crushed cartons, are not accepted.

10. Unless otherwise agreed, payments are made within 14 days with a 3% discount or after 30 days net. The settlement with counterclaims remains reserved.
The date of receipt of the correctly issued invoice or of Vorfakturierten invoices shall be the day of the full receipt of the goods by the buyer. The buyer is entitled to withholding and retention rights in the legal scope. In the event of disagreement between the buyer and the supplier, the payment period for the disputed amount shall be postponed until the date of clarification, unless there is gross negligence on the part of the buyer.
The supplier's invoicing must be analogous to the buyer's order. Invoices are only processed by the buyer if they include the buyer's order number, the name of the person ordering, the invoice number, the date of the order and all necessary information according to VAT law. The supplier is responsible for the Verzö or additional costs caused by failure to comply with this obligation. The buyer is entitled to return improperly invoices and to demand a correct invoicing.
The value added tax must be shown separately.

11. The Contracting Parties are obligated to comply with all drawings, drafts, designs, manufacturing regulations, internal company data, tools, facilities or other trade secrets of the other party from which they are aware in the course of the performance of the contract have acquired to keep it secret. The Contracting Parties shall ensure that this obligation is also respected by their employees and other assistants.

Liability and Warranty
12. The supplier warrants that the goods fulfil the warranted and/or assumed properties, have no, whatsoever impairment of impairment, and conform to the agreed services and specifications. The supplier is liable for its own as well as for the services of its suppliers to the same extent. The buyer or an institution commissioned by the buyer has the right to carry out audits with the supplier or its suppliers. Such control measures do not relieve the supplier of the ungeschmälerten fulfilment of his obligations.
In addition, the supplier guarantees the complete traceability of the delivered goods at any continuous inspection.
In the event of a defect, the supplier shall, at the discretion of the buyer, immediately repair any defective or uncontracted goods (rectification), replace (replacement delivery), refund the purchase price against return of the goods. Or to compensate for the lower value.
The supplier is liable for fault-free liability for all damages caused directly or indirectly by the delivery of defective goods, in particular also for all investigation and procedural costs, state buses, overshoots and revenue reductions.
Warranty claims of the buyer shall lapse 36 months after delivery of the goods, unless there is a longer statutory period. Art. 210 or is excluded.
The limitation period shall be interrupted not only by the reasons listed in article 135 or by the buyer's notice of defects.

Patent infringement
13. The supplier is also liable in particular for the fact that no patent or proprietary rights of third parties are infringed by the delivery and use of the offered goods.

14. Without the prior written consent of the purchaser, the supplier may not transfer or assign neither the contract nor any rights and obligations arising from it, either as a whole or in part. Should a transfer or assignment take place without the prior written consent of the buyer, this is void. Approved transmissions or assignments do not exempt the buyer from his contractual obligations. The buyer has the right to transfer the contract to his legal successors or group companies.

Applicable Laws and Jurisdiction
15. The material Swiss law is applicable to the exclusion of the conflict of laws and the UN Convention on the International Sale of Goods (Vienna Purchase right 1980).
The seat of the buyer shall be agreed as the place of performance.
For disputes arising out of or in connection with the delivery of goods which cannot be settled amicably, the courts are exclusively responsible for the domicile of the buyer.

16. If any provision of this AEB is inadmissible, ineffective or otherwise unenforceable for any reason, it shall be replaced by a provision which the parties would have negotiated in good faith if they Would have been aware of. The validity of the remaining provisions remains unaffected.

Part II

The sections A-E of the following parts of the GCPs apply to suppliers of the respective product groups in addition to the provisions of Part I:
• Part II-A: For machines, production facilities and peripheral equipment
• Part II-B: for assemblies
• Part II-C: For raw materials, purchased product components and merchandise
• Part II-D: For products made of pulp and/or waste paper fibre
• Part II-e: Applies to all suppliers from one of the product groups mentioned in II-A to II-D.

Part II-A: Additional provisions for suppliers of machinery, production facilities and peripheral devices
The supplier is obligated to provide a CE declaration of conformity in the current legal version (2006/42/CE; 2004/108/CE).

Part II-B: Additional provisions for suppliers of assemblies
Assemblies include non-self-contained plant or machine parts that are part of a complete system or complete machine (e.g. handling equipment on injection moulding plants, etc.). The supplier is obligated to provide a declaration of installation according to the currently applicable machinery Directive 2006/42/CE.

Part II-C: Additional provisions for suppliers of raw materials, bought-in product components and merchandise
For the purposes of this agreement, raw materials include granules, colour batches, additives, straightening agents, fillers and additives and similar products used by the buyer for the manufacture of plastic products.
Purchased product components within the meaning of this agreement include – not conclusively – films, sleeves, printing inks, processed/refined plastic products and similar products.
Merchandise within the meaning of this Agreement – not concluding – includes all products that serve the resale and are not altered or refined by the buyer.
The supplier is obligated to provide the buyer with a declaration of conformity (Safety certificate) at least in accordance with the subsection I para. 1 and according to the following set of rules in the current version is provided:
FDA regulation 21 CFR, § § 174-179
If the supplier is not in a position to issue a declaration of conformity according to the FDA, he is obligated to inform the buyer about this and to obtain a release in writing. Only after receiving a corresponding special release can the supplier make a first delivery.
Furthermore, the supplier is obligated to provide the following documents for each item before the first delivery to the buyer: Safety Data Sheet According to the currently valid REACH Regulation Annex II (EU) No. 453/2010
Technical data sheet or material data sheet (manufacturer standard) for each delivery, a certificate of acceptance in accordance with DIN en 10204-3.1, or at the latest with the delivery, is at least din en 10204-3.2 ship.

Part II-D: Additional provisions for suppliers of products made from cellulose and/or old-paper fibre
This product group includes – not conclusively – all products manufactured on pulp Fund/or waste paper basis, such as cardboard boxes, adhesive tapes, self-adhesive labels and paper sacks.
Suppliers of this product group are obliged to disclose to the buyer which paper types are used as raw materials. A guideline for the specification of the raw materials is the EN 643/154434A European List of standard grades of recovered paper and board.

Part II-E: Formulation changes
Suppliers of products listed in Part II of this AEB, it is in principle prohibited to supply goods which deviate from the goods supplied to the buyer in the past, even if they are of a small standard. Any changes to raw materials, the goods themselves and the production process must be communicated to the buyer.
Product samples, including modified product specifications, must be made available to the buyer for analysis and always require explicit, written approval by the buyer.

Since April 2022, all Säntis Group sites (säntis packaging ag and SwissPrimePack AG) have been ISCC PLUS certified. The ISCC PLUS is a guarantee that demonstrably sustainable materials are processed.

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