General Procurement Conditions

1.    Scope and Basis of Agreement
a)    General Procurement Conditions (hereinafter GPC) pertain to all procurements (hereinafter Orders) which CleanService Group AG (hereinafter Procuring Entity) acquires from his Business Partner (hereinafter Supplier), if not explicitly agreed differently in written form.
b)    All Agreements of Procuring Entity pertaining to procurement of products, materials, raw materials, tools and spare parts (hereinafter: contractual products), whether based on framework agreements, withdrawals from regular deliveries or single orders are exclusively governed by the General Procurement Conditions of Procuring Entity, in the version valid at the time of receipt of Order by Suppler. The Supplier is responsible for informing himself on current GPC. Other business conditions of Supplier, regardless of their form, are not valid.
c)    In the event of discrepancies between different contractual documents of Parties, the following priority order shall apply:
•     Provisions of relevant Order of Procuring Entity
•     Other special agreements between the Parties
•     Cooperation Agreements signed by the Parties
•     The stated GPC
d)    The Supplier represents and agrees that after a single application of the GPC in question, in the version valid at the time the Supplier receives the Order, the aforementioned can be applied on any subsequent Order.

2.    Inquiry, Offer, Order Confirmation
a)    The inquiries which the Procuring Entity submits to the Suppler are not binding. The Supplier shall make an Offer free of charge.
b)    The Procurement Entity acknowledges only those Orders initiated by its Procurement Department. Amendments of Orders are binding only if confirmed by the Purchase Department in written form (fax and e-mail) to Supplier
c)    The Supplier shall confirm the Oder, to the person specified in Order as contact person of the Procurement Department of Procuring Entity, no later than three workdays by written order confirmation, containing reference number of Procuring Entity, price, quantity and delivery date.
d)    The Supplier’s Offer shall be binding for a minimal period of two months from the date of receipt by the Procuring Entity. If the Supplier has already delivered a certain product in similar form to a competitor company of Procuring Entity the Supplier is explicitly obliged to inform the Procuring Entity of this fact.
e)    The Supplier is obliged to submit to the Supplier, upon his first request, the drawings related to the competitor company, product specifications, information related to materials or data related to components pertaining to contractual products.

3.    Validity of Order
a)    If the Supplier is a legal entity, then the Order must be duly signed by the authorized representative pursuant to Business Registers. In case the Supplier confirms the Order by some other form of written legally enforceable document duly signed by the Supplier, containing the text of the Order and if there are discrepancies between the Order and the Order Confirmation of the Supplier, the Order shall prevail, except in the event that the Parties have concluded some other written agreement.

4.    Order
a)    The Orders are only binding when submitted in written form. This also applies to all amendments, specifications, etc. The Supplier is obliged to immediately and prior to sending of confirmation contact the Procuring Entity, if the Supplier notices an error or open item pertaining to material parts of the Order, particularly ones related to quantity, price and delivery date. The Supplier is obliged to be acquainted with the material facts and circumstances as well as the intent of the Order.
b)    The Supplier is obliged to confirm the order in writing, no later than three workdays from receipt of Order, to the contact person in the Procurement Department of Procuring Entity.

5.    Subcontracting
a)    Supplier subcontracting is prohibited without explicit prior approval granted by the Procuring Entity. Without written approval of Procuring Entity the work orders pertaining to production of contractual products, based on drawings of Procuring Entity (parts of drawings), cannot be submitted to the producers. The Supplier warrant for his producers as for himself. In the event that the Procuring Entity determines the producers beforehand this does not free the Supplier from obligation to control the quality of procured products, assess and develop such products.

6.    Delivery, Packaging and Labeling
a)    The delivery must be performed in compliance with DDP pursuant to current version of INCOTERMS®. Each delivery must be accompanied by delivery note stating the order number given by the Procuring Entity along with delivery content, its description and quantity, as well as additional documentation if needed, specified by the Procuring Entity or stipulated by the Law.
b)    Partial deliveries are permitted only with written consent of Procuring Entity. In the event that the Supplier performs partial delivery without written consent of Procuring Entity, the Agreement shall be deemed as fulfilled only upon complete delivery of Order.
c)    In the aim or identification and proper classification of parts, the Supplier must perform labeling of parts, i.e., package labeling in the aim of clear traceability of such parts. Labeling of parts shall, if possible, be carried out in agreement with Procuring Entity. Packaging units must be sufficiently labeled.
d)    In case that the Order is delivered in the net value of over CHF 5.000,00 (value after conversion from agreed currency), prior to Procuring Entity receiving the signed Order as order confirmation, the Procuring Entity is free to accept or reject the delivery. In the event of rejection, the delivery shall be returned to the Supplier at the expense of Supplier.at the time of order, according to Swiss regulations, are subject to obligation of issuing of notifications/declarations or which present a cause of concern, the Supplier is obliged to not only observe the statutory Swiss regulations which apply at the place of destination related to packaging and labeling, but also to, in the objective of fulfillment of his obligations pertaining to hazardous goods according to Swiss laws, at its sole initiative, and to the required extent, inform the Procuring Entity on the relevant hazardous goods items which need to be classified or about notifications/declarations. In the event that the Supplier must fully or partially apply the EU Directive on chemicals REACH (REACH- Directive) on the relevant assortment of goods, the Supplier is obliged to, at its sole initiative, fulfill at the necessary requirements related to registration, notification/declaration and informing. In the event that the headquarters of Supplier are located outside the territory of the EU, the Supplier herewith states that the Supplier has, pursuant to Article 8 of the REACH-Directive appointed an exclusive Representative in the territory of the EU, who shall in the name of the Procuring Entity fulfill the requirements of necessary registration, declarations and notifications related for goods delivered by the Suppler.
e)    The Supplier undertakes the obligation to give a complete declaration on goods and has to fulfill all the requirements of applicable domestic and foreign customs and foreign trade laws and must obtain all the necessary export licenses. The Suppler must, duly and on his sole initiative, notify the Procuring Entity, in written form, of all information and data which the Procuring Entity requires for the objective of observing of foreign trade regulations for export, import and reimport. This could include the following documents:.
•     Certificates (for example FSC-certificate, PEFC-certificate) or Declarations of Conformity;
•     Statistical code number according to the current classification of foreign trade statistics and HS (Harmonized System) code;
•     Declaration of Supplier;
•     Certificate of Origin;
•     Product Declarations (for example in compliance with DIN, EN, ISO or SN);
•     Product data sheets of producer;
•     Safety data sheets;
•     Delivery lists (e.g. summary of delivery notes);
•     Delivery notes minimally stating the following data: order number, article number (Procuring Entity), gross/net weight, customs tariff numbers and exact quantities.
f)     The Supplier is obliged to, upon first request of Procuring Entity, submit the documents to Procuring Entity within five days. The Supplier apart from this must keep a list of delivered products and constantly update it. Costs related to declarations shall be borne by the Supplier. The declared products are binding for export, and a written consent of the Procuring Entity is necessary for any discrepancies. In the event that the Supplier breaches his obligations pursuant to Article 6, he shall bear all the costs and damages which might arise to the Procuring Entity.
g)    Wood and wood material must be labeled with FSC or PEFC labels

7.    Delivery Date, Delivery Capacity, Default Interest
a)    The agreed delivery dates are binding and are deemed to be dates of arrival at agreed place of delivery. For the occurrence of delay in delivery there is no need for a reminder from the Procuring Entity (due date agreement).
b)    The Supplier is obliged to immediately inform the Procuring Entity if circumstances arise or become apparent due to which the agreed delivery dates or deadlines cannot be fulfilled.
c)    The Supplier undertakes the obligation to observe the agreed delivery capacities pursuant to Annex -Delivery Capacity and in the event of delay pay contractual penalties regulated by the afore stated.
d)    In the event of delivery delay the Supplier is liable to pay the contractual penalty in the amount of 1% of the delivery value per week, but no more than 5% of the net amount of agreed contractual reimbursement for delay in delivery. Additional contractual or legal rights and claims related to delay (especially related to cancelation and damage liability) are governed by legal regulations. The contractual penalty shall be calculated in the possible additional damages which might arise. In the event that due to delay of placing at disposal products a faster transport becomes necessary the Supplier shall bear the additional transport costs. Additional costs for not requested urgent shipments shall also be incurred by the Supplier.
e)    Unforeseen, inevitable and serious events (force majeure) free the Parties from obligation to perform for the duration of impeding event. This also applies when these events occur at the moment when the Party suffering the event is in default. The Parties shall as soon as reasonably possible inform each other and in good faith and adjust their obligations in view of changed circumstances.

8.    Place of Execution and Place of Delivery
a)    The place of execution and place of delivery is the location of the Procuring Entity. The location of the Procuring Entity presents the place where the headquarters of the Procuring Entity are situated (hereinafter: headquarters). In the case that the location of production plant and commercial activity of the Procuring Entity (hereinafter: business address) is not the same as its headquarters, the place of delivery shall be the business address, which shall then in the sense of the these GPC be deemed as the headquarters of the Procuring Entity. If another place of delivery is stipulated other than the headquarters or business address of the Procuring Entity, the Procuring Entity must explicitly specify the afore stated place of delivery in written form, if this not be the case the transfer of risk from Suppler to Procuring Entity shall not take place.

9.    Transfer of Ownership and Risk
a)    The full ownership over the contractual products shall be transferred to the Procuring Entity on delivery, at the place of delivery, as stipulated in Article 8. The transfer of risk shall be performed in compliance with INCOTERMS® as agreed in the relevant Order. The delivery note shall be signed upon receipt of goods except in the event of nonconformance.
b)    In the event of a major accident the Supplier agrees to bear the entire costs for following incidents:
•     Jettison
•     Damage of boat or motor in the course of salvaging
•     Use of tugs and salvage vessels
•     Damage of boat or motor in the course of fire extinction
•     Loading and unloading costs at the harbor in which the vessel was forced to dock

10.  Prices, Invoices and Payment
a)    The agreed prices (in the agreed currency) are fixed prices. They include the costs of packaging, transport as well as all the customs fees and duties, taxes, full insurance coverage, and other expenses to the place of destination. The prices are without currently applicable VAT. An explicit written consent of Procuring Entity is required for price changes.
b)    To the extent applicable to Supplier, one-off expenditures must be offered for tools, templates, programs, adaptors, etc.
c)    The invoices must contain the Procuring Entity reference number, article number, quantity and unit price and moreover must comply with legal regulations and requirements.
d)    The Procuring Entity shall effect payment within 60 days from performance of entire service and upon receipt of proper invoice by Procuring Entity. The invoices must contain the Procuring Entity reference number, article number (Supplier article number and Procuring Entity article number), quantity and unit price. In the event of noncompliant delivery or service, the Procuring Entity has the right to refrain from payment in pro rata value until proper fulfilment. The term of payment of the Supplier shall be specified on the relevant Order of Procuring Entity and shall be valid until a different mutual agreement is made.
e)    Payment does not constitute acknowledgment that delivery or service has been performed in compliance with Agreement. In case of noncompliant delivery or service the Procuring Entity has the right to retain the pro rata of payment until proper fulfilment is affected. Even upon effecting of full payment legal rights remain unaffected.
f)     The payment of Procuring Entity shall be deemed as effected in a timely manner if the transfer order has been forwarded to the Bank of Procuring Entity for processing within the agreed payment term.

11.  Warranties for Material and Legal Defects, Liabilities for Damages, Insurance, Limitation Period
a)    The Procuring Entity is, upon receipt of delivery, obliged to perform control.
b)    In case of warrantee, the Procuring Entity can request or organize the following to be performed regardless of legal rights according to guarantee:
•     If defective parts are found during delivery or incorporation related to the series the Supplier has the right to, upon written notice of Procuring Entity, immediately at own expense of Supplier take over the noncompliant delivery and perform replacement, i.e. discard or/and remake the parts.
•     The Procuring Entity has the right to return to Suppler, at sole expense and risk of Suppler, the goods that have not been delivered in compliance with Agreement, except if the Supplier wishes to take over the products and does this promptly.
•     If for reason of time schedules return delivery and replacement is not possible to be effected on time, the Supplier is obliged to upon written request of Procuring Entity, sort suspicious scope of parts, within 24 hours, at the site of Procuring Entity. In case the Suppler does not act in compliance with the request, upon receipt of written notice of Supplier, the sorting of necessary quantities, in the objective of maintaining delivery capacity, shall be performed by employees of Procuring Entity or outsource service providers (with obligation of reimbursement of costs), provided that the Supplier finds the subsequent performance to be unreasonable. Incurred costs related to this shall be borne by the Supplier.
•     If due to serial defect replacement of entire series of contractual products or products of Procuring Entity incorporated in contractual products is required, for example due to the fact that error analysis is in certain cases not economically sound, impossible or unreasonable, the Supplier shall reimburse the cost for the portion of relevant series free of technical defects.
•     The Supplier shall bear the costs for damages caused to Procuring Entity or third party resulting from defects of contractual products.
c)    For all claims related to defects the Supplier is obliged to define measures and implement them as well as to submit an opinion on this issue to Procuring Entity.
d)    The Supplier shall bear all the costs resulting from required recall or servicing/repairment activities, if such recall or servicing/repairment activities of Procuring Entity result from defect of contractual products.
e)    If third parties – regardless of cause – for justified reasons place a claim to the Procuring Entity due to material or legal defects in delivery or performance of Supplier, the Supplier is obliged to, upon first request, hold the Procuring Entity harmless of any kind of responsibility whatsoever.
f)     In addition to the scope of its normal liability insurance, the Supplier must possess and maintain a sufficient product liability insurance for personal injury and property damage in order to cover any product liability risk. Upon the first request of Procuring Entity the relevant insurance policies must be submitted to the Procuring Entity. If the Procuring Entity has additional rights for damage reimbursement these remain in force.
g)    The warrantee period for all material and legal defects is 36 months from transfer of risk. The warrantee period is suspended between the period of sending of justified notice on defects and (i) subsequent proper fulfilment by Supplier or (ii) rejection of subsequent fulfilment by Supplier. The warrantee again commences in the event of subsequent delivery.

12.  Hidden Material Defects
a)    If material defects are found which were not recognized at the moment of control of products on receipt of products (hidden defects), the Procuring Entity is obliged to inform the Supplier of this within a reasonable period. In such an event the legal and contractual warrantee period is taken into consideration pursuant to Swiss regulations (whereby the contractual warrantee period, if longer, has priority, see Article 11, point g).

13.  Input items
a)    Technical documentation, worksheets, models, matrix, templates, samples, test equipment, tools and other input items (hereinafter referred to as "input items") provided by the Procuring Entity remain the property of the Procuring Entity. Input items which the Supplier procures or manufactures in the objective of fulfilling the agreement between the Parties at the expense of the Procuring Entity, shall become the property of the Procuring Entity.
b)    The Procuring Entity has all the rights to input items which the Procuring Entity has paid for or placed at the disposal of Supplier. The Supplier shall only, with explicit consent of Procuring Entity, be authorized to actually and legally exploit such inputs, relocate them from one location to another or render them permanently inoperative.
c)    Reproduction of input items cannot be performed without the written consent of Procuring Entity, The Supplier is prohibited to place input items as well as reproduced input items, at the disposal of third party or use them for other purposes without obtaining prior written consent.
d)    The input items of Procuring Entity together with all reproduced input items must be returned to the aforementioned, without special request, immediately upon the finalization of order.
e)    Input items which have been permanently or for long-term placed at the disposal of Supplier for the purpose of execution of Agreement must be clearly marked as "Ownership of Steinemann AG".
f)     The Supplier is obliged to utilize the input items solely for the purpose of fulfilment of Agreement between the Parties and use them with care. The Supplier is particularly obliged to sufficiently insure the abovementioned against fire, damages caused by water, as well as theft and to at own expense of Supplier perform necessary maintenance and inspection.
g)    Input items shall be returned to the Procuring Entity at any time, without delay, upon the first request of Procuring Entity and without giving previous reason for this. The right of Supplier to retain the aforementioned for reason of nonfulfillment of payment for procured and produced input items is excluded.
h)    Input items which have remained in the possession of Supplier after the delivery of products last produced with them, can be destroyed solely with the prior written consent of Procuring Entity, The Supplier can request that the Procuring Entity takeover the remaining input items.

14.  Intellectual Property Rights of Third Parties
a)    The Supplier warrants that all deliveries and/or services are free from any third party rights, as well as that the aforementioned and their use for the purpose of fulfillment of this Agreement does not constitute a breach of any patents, registered stamps, design samples or other protected rights in the country and abroad, except in case of fault of Supplier.
b)    The Parties are obliged to immediately inform each other as soon as they become aware of risks of infringement and cases of alleged infringement, in order to enable them to mutually counteract any claims.
c)    If the use of contractual products by Procuring Entity is impaired by existing third party intellectual property rights, the Supple is obliged to either acquire the appropriate license, at own expense of Supplier, or to adjust or replace the items to such an extent that the use of contractual products is no longer impaired by any kind of third party intellectual property rights, all this at the same time pursuant to contractual agreement.
d)    The Supplier is obliged to, upon request of Procuring Entity, transfer to Procuring Entity inventions or other transferable work results which are subject to protection of intellectual property or for which the right to protection of intellectual property cannot be excluded, which were developed in the course of fulfilment of Agreement concluded between the Parties. If required by legal regulations the Supplier must in a timely and effective manner take over the inventions from the employees of Supplier.
e)    If the Supplier places at the disposal of Procuring Entity photographic material for advertising purposes, the Supplier must first ensure that the Supplier possesses all necessary use rights for this photographic material and that the Supplier is entitled to assign these rights to third parties, particularly to the Procuring Entity. By submitting the photographic material the Supplier authorizes the Procuring Entity to use the photographic material in the manner permitted by the Supplier, within the agreed scope, to process or otherwise reshape the photographic material, in order to create advertising material and distribute it. If use of photographic material, pursuant to agreement, on the part of Procuring Entity presents an infringement of third party rights, the Supplier holds the Procuring Entity harmless against all third party claims.

15.  Offsetting
a)    The Procuring Entity has the right to, in respect to Supplier, offset the claims of Procuring Entity resulting from business transaction with claims of Suppler or to assert the possible right of retention.

16.  Confidentiality
a)    The Supplier is obliged to treat as strictly confidential all data of Procuring Entity stated in Orders, as well as all facts, documents, information, etc., especially all commercial and technical details which are not evident, documents approved by the Procuring Entity, such as samples, drawings, plans, illustrations and similar documents which the Supplier gains insight to during the business cooperation.
b)    The Supplier has the obligation not to enable or permit, to private or public third parties, full or partial, intentional or unintentional access to such information (theft, illegal copy or use, acts with intent to cause damage, etc.).
c)    This obligation of nondisclosure remains in force even after the fulfilment of Order an shall be extended to employees, auxiliary staff and other participants which the Supplier has, even just once, engaged on activities related to delivery.
d)    In the event of breach of this obligation, the Supplier can be required to pay an agreed penalty of 10% of total amount of Orders received during the last 12 months.

17.  Code of Conduct of Supplier
a)    The Supplier is obliged to comply with the laws of all applicable legal regulations, in particular regulations of the country of producer and country of destination.
b)    The Supplier shall not actively or passively directly or indirectly, participate in any form of bribery, infringement of basic rights of employees of Supplier nor in engaging children to work. Further the Suppler shall undertake the responsibility for the health and safety at work of his employees, shall comply with the laws on environment protection and shall request and upgrade, in the best possible manner, the honoring of code of conduct by his suppliers. If the Supplier, due to fault of Supplier, violates this obligation, we have the right, irrespective of other rights, to withdraw from or terminate this Agreement. If it is possible to remedy the infringement, this right can only be used after the expiry of reasonable period granted for remedy of infringement in which the infringement has not been remedied.

18.  Severability Clause
a)    Should any of provision of these General Procurement Conditions or any part of such a provision be or becomes invalid, this shall not affect the enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision, the effects of which come as close as possible to the economic objective pursued by the contractual partners with the invalid or unenforceable provision. This also applies in the case of a regulatory gap.

19.  Court Jurisdiction
a)    The exclusive place of jurisdiction shall be the registered office of CleanService Group AG in CH-9230 Flawil, Switzerland.

20.  Applicable Law
a)    The entire legal relationship between the Parties shall be solely governed by the Swiss Law.
b)    The referral regulations to International Private Law and the UN Convention on the International Sales of Goods (CISG, also known as the Vienna Sales Convention) are excluded.
 

CleanService Group AG, Wilerstrasse 2180,
CH-9230 Flawil, Switzerland, February 2021.

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