General conditions of purchase

 State 07.02.2023

1. General

1.1  These General Terms and Conditions of Purchase shall apply between Villiger Entsorgungssysteme AG, Villiger public systems gmbh and Villiger Entsorgungssysteme GmbH (hereinafter referred to as the Purchaser) and the supplier from whom the Purchaser purchases services/products (hereinafter referred to as the Supplier) and shall govern the legal relationship between the parties.

1.2  Only written purchase orders based on the Purchasing Order of the Purchaser and these General Terms and Conditions of Purchase (GTCP) shall be valid. The Purchaser may request an order confirmation from the Supplier. Verbal and telephone orders, agreements, supplements and amendments must be confirmed in writing to be binding. Any deviations from the order confirmation must be recorded in writing by the supplier and confirmed in writing by the purchaser.

1.3  These General Terms and Conditions of Purchase shall be an integral part of each and every order placed by the Purchaser with the Supplier. By accepting an order from the Purchaser, the Supplier also accepts the General Terms and Conditions of Purchase.

1.4  The Purchaser shall receive an order confirmation 10 days after receipt of the order. Failure to receive the order confirmation shall be deemed acceptance of the order on the terms and conditions contained therein. The order confirmation shall be accompanied by the necessary technical documents.

1.5  International trade terms shall be interpreted in accordance with Incoterms 2020, unless otherwise provided for in these GPC or other special agreements. Any general terms and conditions of delivery of the supplier shall only be valid if the purchaser has accepted them in writing. Unconditional acceptance of order confirmations or deliveries shall not constitute recognition of such conditions.

1.6  With the first delivery on the basis of these terms and conditions of purchase, the supplier acknowledges their exclusive validity also for all further orders.

1.7  A complete transfer of the order to third parties requires the prior written consent of the purchaser.

2. Prices, invoice, payment

2.1  The agreed prices are fixed prices and exclude subsequent claims of any kind; for example, costs for packaging, transport to the shipping address or place of use specified by the purchaser. Furthermore, any customs formalities such as import clearance or customs duties shall be included in the agreed prices, but shall be shown separately. The agreement on the place of performance shall not be affected by the type of pricing.

2.2  In the event of defective delivery/service, the purchaser shall be entitled to withhold payment pro rata until proper performance.

2.3  The supplier must state the order number, contact person and commission specified by the purchaser on all invoices. If this information is not available, the supplier is obliged to obtain this information independently. The Supplier may send invoices directly to

2.4  Unless otherwise agreed, payment shall be made 45 days after receipt of invoice and goods, less 2% discount. In case of late delivery of requested material certificates or Q-documents, the purchaser reserves the right to extend the agreed payment period accordingly.

3. Delivery, packing

3.1  The place of performance for delivery shall be the agreed place of destination; for payment, the domicile of Purchaser. The delivery shall be made in a proper and professional manner using the most suitable materials. It has to correspond in particular to the relevant official regulations as well as the relevant technical regulations. All additional expenses incurred due to non-compliance with instructions or faulty deliveries shall be borne by the supplier.

3.2  Partial deliveries and partial services shall only be accepted if expressly agreed. In the case of agreed partial deliveries, the remaining quantity shall be listed on the delivery bill.

3.3  Each delivery shall be notified to the purchaser immediately after execution by means of a dispatch note, which shall be precisely itemized according to type, quantity and weight. Dispatch notes, bills of lading, invoices and all correspondence shall contain the Purchaser's order number. A delivery bill or packing slip containing the same information shall always be attached to the shipment.

3.4  If several destinations have been agreed for the order, the Supplier shall issue separate shipping documents (one copy to the Purchasing Department at the Buyer's plant and one copy to each destination). No partial or advance deliveries may be made without the prior written consent of the purchaser.

3.5  The supplier undertakes to comply with the relevant applicable legislation on product safety (e.g. the EU) and to hand over the correspondingly prescribed declaration of conformity and the associated documentation.

3.6  The origin of the goods shall be indicated by item on the order confirmation and original invoice, stating the country of origin. The purchaser may also request a certificate of origin from the supplier's chamber of commerce or a supplier's declaration free of charge. In the supplier's declaration, the origin of the goods and the classification of the goods in the Har-monized system (HS code) must be shown separately. This supplier's declaration shall be confirmed by the supplier by means of a company stamp, date and signature.

3.7  Unless otherwise agreed in writing, transport shall be insured by the supplier. The purchaser shall bear the supplier's transport insurance costs only on the basis of an express written agreement.

3.8  The supplier shall be liable for damage during transport due to inadequate packaging. The purchaser reserves the right to return packaging material and to claim credit notes for it.

3.9  Prior to delivery, the supplier shall inspect the goods for qualitative and quantitative conformity with the order; this inspection shall be documented and confirmed on the delivery bill. Without this documentation, the purchaser has the right to refuse acceptance of the goods.

4. Deadlines and delay

4.1  The agreed dates and deadlines are binding. The receipt of the goods at the place of receipt or use specified by the Buyer or the timeliness of the successful acceptance shall be decisive for compliance.

4.2  If the supplier fails to meet the deadline, the purchaser shall be entitled to offset any costs incurred by him as a result, such as additional expenses and contractual penalties, against the supplier's payment claim.

4.3  If the Supplier recognizes that an agreed deadline cannot be met, it shall inform the Purchaser in writing without delay, stating the reasons and the expected duration of the delay.

4.4  The supplier is obliged to compensate the purchaser for all direct and indirect damages caused by the delay. Acceptance of the delayed delivery/service does not constitute a waiver of claims for compensation.

4.5  If an agreed deadline is not met due to circumstances for which the supplier is responsible, the purchaser shall be entitled, after the fruitless expiry of a reasonable period of grace set by him, to demand damages for non-performance or to procure a replacement from a third party at the supplier's expense or to withdraw from the contract.

4.6  The Supplier may only invoke the absence of necessary documents to be supplied by the Purchaser if the Supplier has issued a written warning and has not received the documents from the Purchaser within a reasonable period of time. If delivery is made earlier than agreed, the purchaser reserves the right to return the goods at the supplier's expense. If no return is made in the case of early delivery, the goods shall be stored at the Purchaser's premises until the delivery date at the Supplier's expense and risk.

4.7  In the event of early delivery, the Purchaser reserves the right to make payment only on the agreed due date.

5. Acceptance, warranty period, guarantees and warranties

5.1  The transfer of benefit and risk shall take place after acceptance of the delivery at the place of performance by the purchaser. The inspection of the delivery by the purchaser is not bound to a specific period of time, but it will be carried out as soon as possible after receipt. If the agreed accompanying documents are not available for a delivery, the purchaser shall be entitled to store the delivery at the supplier's expense and risk until it arrives.

5.2  The warranty period shall be 24 months from acceptance of the delivery. The purchaser shall be entitled to give notice of defects at any time after discovery of the defect during the warranty period. The making of payments and any acceptance of the work shall not be deemed to be a waiver of the right to give notice of defects. In the event of rejects, the purchaser reserves the right to waive replacement.

5.3  If repair work or replacement deliveries have to be carried out, the warranty period for the repaired parts or supplied spare parts shall start anew from the time of acceptance of these parts, but shall in any case not exceed three years from the first acceptance of the repaired parts or supplied spare parts.

5.4  During the warranty period, the Supplier shall, at its own expense at the latest, repair or replace free of charge with new parts, if necessary in a different, suitable design, all parts and equipment which are due to defects in design, material, workmanship or assembly of its delivery or which do not meet the contractual requirements in any other way.

5.5  The Supplier warrants and represents that all deliveries/services comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, trade associations and professional associations. If deviations from these regulations are necessary in individual cases, the supplier must obtain the prior written consent of the purchaser. The warranty obligation shall not be limited by such consent.

5.6  The supplier shall mark the delivery items in such a way that they are permanently recognizable as his products. The supplier shall carry out quality assurance which is suitable in terms of type and scope and which corresponds to the latest state of the art and shall provide evidence thereof upon request. The supplier shall conclude a corresponding quality assurance agreement with the purchaser, insofar as the purchaser deems this necessary. In addition, the supplier shall have itself insured against all risks arising from product liability, including the risk of recall, in an appropriate amount and shall submit the insurance policy to the purchaser for inspection upon request.

6. Legal consequences in case of non-compliance with the guarantees, liability for damages

6.1  The supplier shall be liable for the delivery having the agreed properties as well as those properties which the purchaser can expect in good faith even without a special agreement (e.g. suitability for the intended use).

6.2  If the delivery suffers from defects or otherwise deviates from the contract to such an extent that it is unusable for the purchaser or that the purchaser cannot reasonably be expected to accept the delivery, the purchaser may refuse acceptance, withdraw from the contract and claim damages.

6.3  If the supplier culpably fails to comply with his warranty obligation (cf. Section 5.4 above) within a reasonable period of time set by the purchaser, the purchaser may take the necessary measures himself or have them taken by third parties at the expense and risk of the supplier - without prejudice to his warranty obligation. In urgent cases, the purchaser may, after consultation with the supplier, carry out the rectification himself or have it carried out by a third party. Minor defects may be remedied by the purchaser himself - in fulfillment of a duty to minimize damage - without prior coordination, without this affecting the supplier's warranty obligation. The purchaser may charge the supplier with the necessary expenses. The same shall apply if unusually high damages are imminent.

6.4  If a claim is made against the Purchaser due to a violation of official safety regulations or due to domestic or foreign product liability regulations or laws because of a defect in the Purchaser's product which is attributable to the Supplier's goods, then the Purchaser shall be entitled to demand compensation from the Supplier for this damage insofar as it is caused by the products supplied by the Supplier. This damage shall also include the costs of a precautionary recall action.

7. Product liability

7.1  The supplier shall fully indemnify the purchaser against all claims of third parties and compensate the purchaser for all damages suffered resulting from product liability in connection with the delivery. The Purchaser undertakes to inform the Supplier of any such claims immediately upon becoming aware of them. The Purchaser reserves the right to assert claims against the Supplier, even after expiry of any time limits arising from relevant product liability obligations. The supplier hereby waives the defense of limitation.

8. Intellectual property rights and confidentiality

8.1  The copyright to all documents, such as plans, sketches, calculations of the products, etc., which are handed over to the supplier before or after conclusion of the contract shall remain with the purchaser. The Supplier shall use such documents and all other information exclusively for the purpose of executing the Purchaser's order. Without the prior written consent of the Purchaser, the Supplier shall not be entitled to manufacture products for third parties on the basis of such documents and information or to copy or reproduce such documents and information or in any way bring them to the attention of third parties who have not been directly commissioned by the Supplier to perform work in connection with the order.

8.2  In the event of each individual breach of the duty of confidentiality and the prohibition of use, a penalty of CHF 350,000.00 shall be payable. Payment of the penalty shall not release the Supplier from the confidentiality obligation/prohibition of use.

9. Other provisions:

9.1  Publication: Publications about the subject of the order in which the purchaser is mentioned may only be made with the prior written consent of the purchaser.

9.2  Data protection: In the course of processing the order, the purchaser is entitled to process personal data. In particular, the Supplier agrees that the Purchaser may disclose such data to third parties (e.g. affiliated companies, supplier plants, subcontractors, forwarding agents, credit institutions, etc.) in Switzerland or abroad for the purpose of processing and maintaining the business relationship. The Supplier shall take appropriate organizational, technical and contractual precautions to ensure data protection.

9.3  Accident prevention: All technical work equipment used by the supplier, such as tools, work equipment, means of transport, lifting and conveying equipment, must comply with the generally recognized rules of technology as well as the occupational health and safety and accident prevention regulations and be equipped with the necessary protective devices against accidents and occupational diseases. When executing work orders (sub-suppliers), assembly personnel/technicians and employees are subject to the regulations of the purchaser.

9.4  Environmental protection: The supplier shall ensure that the delivery complies with the relevant applicable legislation on environmental protection. In the event of a violation of such provisions, the Supplier shall indemnify and hold harmless the Purchaser from and against any and all claims of third parties, including public authorities. The supplier undertakes to use environmentally friendly products and processes for his deliveries/services and also for additional deliveries or ancillary services of third parties within the scope of economic and technical possibilities. The Supplier shall be liable for the environmental compatibility of the products and packaging materials supplied and for all consequential damage resulting from the violation of its statutory disposal obligations. At the request of the purchaser, the supplier shall issue a certificate of quality for the delivered goods.

10. Jurisdiction and Applicable Law

10.1  The courts at the Purchaser's registered office shall have jurisdiction over all disputes arising from the contract between the Supplier and the Purchaser. Notwithstanding the foregoing, the Purchaser shall also be entitled to bring an action against the Supplier at the Supplier's place of business.

10.2  The legal relationship shall be governed by Swiss law to the exclusion of the provisions of the CISG.