General Terms and Conditions of Purchase

1. Gen­eral
1.1. These Gen­eral Terms and Con­di­tions of Pur­chase shall ap­ply to all or­ders and all con­tracts re­gard­ing the de­liv­ery of goods (such as raw ma­te­ri­als, pack­ag­ing etc.) or the per­for­mance of ser­vices by the Sup­plier to one of the above listed com­pa­nies of the ORIOR Group ("Pur­chaser ").

1.2. Any ad­di­tional or de­vi­at­ing terms or con­di­tions sug­gested by the Sup­plier, in par­tic­u­lar spe­cific gen­eral terms and con­di­tions of sale and de­liv­ery, shall not ap­ply and shall be ex­plic­itly re­jected by the Pur­chaser, even if (1) the Sup­plier shall, dur­ing his busi­ness re­la­tion­ship with the Pur­chaser, re­fer to such de­vi­at­ing terms and con­di­tions and/​or if (2) they are not ex­plic­itly re­jected by the Pur­chaser in con­nec­tion with any given pur­chase or­der or (3) the Pur­chaser ac­cepts and pays for such goods and ser­vices.

2. For­ma­tion of a con­tract, changes and amend­ments to the con­tract or with re­spect to the goods to be de­liv­ered
2.1. Quo­ta­tions by the Sup­plier shall be free of charge. The Sup­plier shall ex­plic­itly in­di­cate any de­vi­a­tions from the of­fer re­quest made by the Pur­chaser, as well as any am­bi­gu­i­ties, gaps or tech­ni­cal spec­i­fi­ca­tions therein, which might im­pair the suit­abil­ity of such goods for the in­tended pur­pose or with re­gard to most re­cent tech­ni­cal de­vel­op­ments or ap­plic­a­ble laws and reg­u­la­tions.

2.2. Any or­ders and any changes or amend­ments to such or­ders shall only be bind­ing if they are made in writ­ing or are con­firmed in writ­ing. Any drafts, draw­ings, spec­i­fi­ca­tions etc. quoted in the or­der are a con­stituent part of the or­der.

2.3. If an or­der is not ac­cepted by the Sup­plier within three (3) work­ing days, the Pur­chaser shall have the right to can­cel such an or­der. Such can­cel­la­tion shall not en­ti­tle the Sup­plier to make any claims against the Pur­chaser.

2.4. Any de­vi­a­tion from the or­der shall be in­di­cated ex­pressly in the or­der con­fir­ma­tion. Any such de­vi­a­tion shall only be­come a con­stituent part of the con­tract if the Pur­chaser has agreed to it in writ­ing.

2.5. The Sup­pli­er’s or­der con­fir­ma­tion shall in­clude at least the fol­low­ing in­for­ma­tion: the Pur­chaser’s or­der num­ber re­spec­tively con­tract num­ber, the Pur­chaser’s ar­ti­cle num­ber, the coun­try of ori­gin, the price, the In­coterms and the pay­ment terms.

2.6. Fol­low­ing the for­ma­tion of a con­tract, the Pur­chaser shall re­main en­ti­tled to de­mand rea­son­able changes to the spec­i­fi­ca­tions, the man­u­fac­ture or the de­liv­ery of the goods. Should such changes lead to an in­crease or re­duc­tion in the cost to the Sup­plier or to an al­ter­ation of the de­liv­ery date, the Sup­plier shall in­form the Pur­chaser within at most one cal­en­dar week. The or­der change re­quest re­sult­ing there­from shall be mu­tu­ally agreed by the par­ties.

2.7. With re­spect to re­peat de­liv­er­ies, the Pur­chaser is to be no­ti­fied, in suf­fi­cient time prior to the de­liv­ery date, of any changes to the spec­i­fi­ca­tions for the goods or their pro­duc­tion meth­ods. Any such changes re­quire the ap­proval of the Pur­chaser.

3. De­liv­ery pe­riod
3.1. The agreed de­liv­ery dates and/​or de­liv­ery pe­ri­ods shall be bind­ing. De­liv­ery pe­ri­ods com­mence on the day the Sup­plier re­ceives the or­der. If the goods are not re­ceived at the agreed lo­ca­tion and on the agreed de­liv­ery date, the Sup­plier shall be in de­fault, even if no warn­ing no­tice is is­sued.

3.2. Par­tial de­liv­er­ies or de­liv­er­ies three or more busi­ness days prior to the agreed de­liv­ery date must be agreed in ad­vance with the Pur­chaser.

3.3. The Sup­plier shall in­form the Pur­chaser promptly about any oc­cur­rences or likely cir­cum­stances which might neg­a­tively af­fect the agreed de­liv­ery dates and shall in­form the Pur­chaser about the likely du­ra­tion of any such de­lay. The Sup­plier shall, to the best of his abil­i­ties, en­deav­our to min­i­mize any such de­lays or to pro­cure re­place­ment goods from third par­ties.

3.4. De­lays caused by a lack of in­for­ma­tion, doc­u­ments or phys­i­cal items to be pro­vided by the Pur­chaser shall be con­sid­ered ex­cul­pa­tory only in­so­far as the Sup­plier has re­quested the timely de­liv­ery of such doc­u­ments or phys­i­cal items or has pointed out to the Pur­chaser in a timely fash­ion that such doc­u­ments are miss­ing.

3.5. Ex­cept for force ma­jeure events, the Sup­plier shall be obliged to pay, merely as a re­sult of any de­lay, con­trac­tual penal­ties of 1% of the con­tract price for each com­menced week of de­lay, how­ever as a to­tal a min­i­mum of the equiv­a­lent of 1,000 Swiss Francs, with­out the Pur­chaser hav­ing to prove any dam­ages. The max­i­mum con­trac­tual penalty for a de­layed de­liv­ery is lim­ited to the higher of the two fol­low­ing amounts: a) the equiv­a­lent of 20,000 Swiss Francs or b) 10% of the con­trac­tual price for the re­spec­tive con­sign­ment. A short­age of raw ma­te­ri­als or any de­lays caused by sub­con­trac­tors or sub-sup­pli­ers shall not ex­on­er­ate the Sup­plier, un­less such de­lays should be as­cribed to force ma­jeure as well. The Pur­chaser shall re­tain the right to claim dam­ages ex­ceed­ing the con­trac­tual penalty.

3.6. Should the agreed de­liv­ery date be ex­ceeded by more than 4 weeks, the Pur­chaser shall be en­ti­tled to ter­mi­nate the con­tract with im­me­di­ate ef­fect and with­out grant­ing an ex­ten­sion of time.

3.7. Should it be­come ap­par­ent that the de­liv­ery date can­not be met, the Pur­chaser shall have the right to ter­mi­nate the con­tract ahead of time with­out hav­ing to grant an ex­ten­sion. In this case, the Sup­plier shall be obliged to re­turn any pay­ments al­ready made, plus in­ter­est pay­ments of 5% p.a., in ad­di­tion to any other law­ful claims the Pur­chaser may have.

4. Ship­ping, ship­ping doc­u­ments, pack­ag­ing
4.1. The Sup­plier shall dis­patch the goods based on the ship­ping and la­belling re­quire­ments of the Pur­chaser. At least one sum­mary of con­tents is re­quired for each unit of pack­ag­ing. Should the goods be shipped in sev­eral pack­aged units, each unit must be iden­ti­fied in­di­vid­u­ally.   

4.2. Pack­ag­ing ma­te­ri­als must be con­sti­tuted in such a way that the goods are ef­fec­tively pro­tected from dam­age, cor­ro­sion, damp­ness, tem­per­a­ture or other harm­ful in­flu­ences dur­ing trans­port and sub­se­quent stor­age. No for­eign mat­ter (in­clud­ing ver­min and spores) or for­eign odours may find their way into the pack­aged con­tents via the pack­ag­ing. A cer­tifi­cate of analy­sis is to ac­com­pany all food­stuff de­liv­er­ies; for or­ganic raw ma­te­ri­als, a pes­ti­cide analy­sis is to be in­cluded when­ever pos­si­ble.

4.3. The Sup­plier shall be li­able for all dam­ages aris­ing from un­suit­able pack­ag­ing.

4.4. The Sup­plier shall be li­able for all costs and ex­penses aris­ing from his fail­ure to fol­low the in­struc­tions of the Pur­chaser with re­spect to trans­porta­tion or cus­toms clear­ance.

4.5. The do­mes­tic ship­ment of goods to the Pur­chaser shall be free of de­liv­ery charges and in­sured (CIP), with re­spect to ship­ments from abroad de­liv­ered at place (DAP) to the agreed de­liv­ery ad­dress ac­cord­ing to the In­coterms® 2010, and for or­ders from 1 Jan­u­ary 2020 ac­cord­ing to the In­coterms® 2020 or their lat­est ver­sion. Where qual­ity in­spec­tions at the plant of the Pur­chaser have been agreed, the trans­fer of risk takes place fol­low­ing suc­cess­ful qual­ity in­spec­tions.

4.6. Each de­liv­ery shall be ac­com­pa­nied by a de­tailed bill of lad­ing which in­cludes at least the fol­low­ing data (if ap­plic­a­ble for the re­spec­tive goods): bill of lad­ing num­ber, de­liv­ery date, or­der num­ber of the Pur­chaser, or­der date, ar­ti­cle num­ber, ar­ti­cle num­ber of the Pur­chaser, for tech­ni­cal prod­ucts the num­ber of the draw­ings and the in­dex (if avail­able), the num­ber of units/​the amount, the gross and net weight, the coun­try of ori­gin, the cus­toms tar­iff num­ber and the type of pack­ag­ing used, and the de­liv­ery ad­dress.

4.7. Should the re­quired ship­ping doc­u­ments be de­liv­ered in­cor­rectly, or their de­liv­ery be de­layed, the goods de­liv­ered shall be stored for the ac­count and risk of the Sup­plier un­til the ar­rival of the ship­ping doc­u­ments.

4.8. The Sup­plier shall be li­able for the cor­rect de­c­la­ra­tion and the ver­i­fi­ca­tion of the ori­gin of the goods.

5. Prices, in­voic­ing, pay­ment terms, trans­fer of own­er­ship
5.1. Un­less oth­er­wise agreed in writ­ing, all prices are quoted in Swiss Francs and ex­clu­sive of VAT on the ba­sis of the agreed In­coterms®.

5.2. Prices which are valid on the day of the place­ment of the or­der are bind­ing. These prices shall be fixed and can only be changed by mu­tual agree­ment of the par­ties.

5.3. In the ab­sence of any de­vi­at­ing in­struc­tions, in­voices are to be sent to orior@scan.conex­trade.com

5.4. In­ter alia, the or­der num­ber and the con­tract num­ber shall be dis­played on all in­voices.

5.5. In­so­far as no other agree­ments have been made in writ­ing, each de­liv­ery shall be in­voiced sep­a­rately.

5.6. The agreed pay­ment con­di­tions ap­ply. The terms of pay­ment com­mence on the day the Pur­chaser re­ceives the in­voice.

5.7. Own­er­ship of the goods shall be trans­ferred to the Pur­chaser at the ear­lier of the two dates:

• delivery

• prepayment in full.

6. In­com­ing goods in­spec­tion and test­ing
6.1. Goods de­liv­ered must not be un­loaded with­out the su­per­vi­sion of a mem­ber of staff of the goods re­ceiv­ing de­part­ment of the Pur­chaser.

6.2. The Pur­chaser shall, within the scope of the or­derly op­er­a­tion of his busi­ness, how­ever at the lat­est within one month of de­liv­ery, con­duct ran­dom tests to con­firm that the goods con­form to the agreed spec­i­fi­ca­tions.

6.3. The pay­ment of in­voices or the sign­ing-off of trans­port doc­u­ments such as bills of lad­ing by the Pur­chaser shall not con­sti­tute an ac­knowl­edge­ment of the com­plete­ness and/​or ab­sence of de­fects of the goods de­liv­ered.

6.4. The Pur­chaser shall be en­ti­tled to refuse the ac­cep­tance of any de­liv­ery un­til the Sup­plier is able to prove that the goods de­liv­ered fully meet the con­trac­tual re­quire­ments.

7. War­ranties, no­ti­fi­ca­tion of de­fects
7.1. The Sup­plier shall be li­able for and guar­an­tee that the goods con­form in every as­pect to the agreed spec­i­fi­ca­tions and other con­trac­tual con­di­tions, and that they shall, in the case of tech­ni­cal prod­ucts, per­form as agreed, shall be new and state-of-the-art prod­ucts, and he shall be li­able for their proper pack­ag­ing and that they shall have no ma­te­r­ial or le­gal de­fects which might ren­der use­less or di­min­ish their value or their suit­abil­ity for the in­tended pur­pose as made known to the Sup­plier. The goods shall con­form to all ap­plic­a­ble norms, laws and reg­u­la­tions, in­clud­ing, but not lim­ited to, such as con­cern the en­vi­ron­ment, health and safety, that are ap­plic­a­ble at the in­di­cated place of de­liv­ery, within the EU, as well as at the known dis­tri­b­u­tion ar­eas for the goods man­u­fac­tured by the Pur­chaser, as they are known to the Sup­plier.

7.2. The Sup­plier shall be ad­vised of de­fects within two cal­en­dar weeks upon dis­cov­ery thereof.

7.3. The war­ranty pe­riod for goods or ser­vices is 24 months. For goods which are in­cor­po­rated or processed into goods man­u­fac­tured by the Pur­chaser, the war­ranty pe­riod com­mences at the date of de­liv­ery of the prod­ucts to his cus­tomers; how­ever, the pe­riod ends at the lat­est 48 months af­ter re­ceipt of the goods by the Pur­chaser.

7.4. The war­ranty pe­riod for re­pairs or re­place­ment de­liv­er­ies is 12 months from the date of the re­place­ment of goods or of suc­cess­ful re­pair, how­ever, it does not end be­fore the end of the orig­i­nal war­ranty pe­riod for the re­spec­tive goods.

7.5. Should any de­fects be dis­cov­ered, the Pur­chaser shall, re­gard­less of any other le­gal claims, have the fol­low­ing rights at his free dis­posal: a) he may refuse ac­cep­tance of the goods, can­cel the re­spec­tive con­tract and re­call pre­pay­ments and/​or en­force dam­ages; b) he may de­mand re­work of goods or re­place­ment de­liv­er­ies. Should re­work or the re­place­ment of goods by the Sup­plier be im­pos­si­ble, be re­fused or be un­rea­son­able, the Pur­chaser may de­mand: c) re­work or re­place­ment goods for the de­fec­tive goods by a third party and at the cost of the Sup­plier or d) a re­duc­tion in price or e) can­cel­la­tion of the con­tract (rescis­sion) or f) a com­bi­na­tion of the above cited rights. The Sup­plier shall, even in the case of no cul­pa­bil­ity, in each in­stance bear or re­im­burse all costs as­so­ci­ated with the re­pair or the re­place­ment of the goods (in­spec­tion, dis­as­sem­bly, re­assem­bly, trans­port etc.).

7.6. Con­trac­tual claims from the de­liv­ery of faulty goods or the de­liv­ery of in­fe­rior or flawed ser­vices or from mis­coun­selling or er­ro­neous in­struc­tions given ex­pire by lim­i­ta­tion within one year af­ter the war­ranty pe­riod has ex­pired.

8. Prod­uct re­calls and re­place­ment ac­tions
8.1. Should the Pur­chaser de­cide, with rea­son­able dis­cre­tion, to re­call or pre-emp­tively ex­change any prod­ucts sent to his cus­tomers which might con­tain faulty goods, he shall in­form the Sup­plier as soon as pos­si­ble thereof, pro­vided no im­me­di­ate dan­ger ex­ists.

8.2. The Sup­plier shall bear all costs con­nected with the re­call and ex­change ac­tion as well as any other con­se­quen­tial costs as­so­ci­ated there­with, up to a max­i­mum value of 1 mil­lion Swiss Francs per each re­call and ex­change ac­tion.

8.3. The Sup­plier guar­an­tees that an emer­gency man­age­ment sys­tem is in place which shall en­sure that prod­uct re­turns are un­der­taken in a sys­tem­atic, ef­fi­cient and doc­u­mented fash­ion. Should a prod­uct fault re­sult in a de­liv­ery- or sales ban or a goods re­call, the Sup­plier shall be obliged to sup­port the Pur­chaser and fur­nish him with all per­ti­nent in­for­ma­tion, ir­re­spec­tive of whether any such mea­sure was or­dered by the au­thor­i­ties or whether the Sup­plier adopts this mea­sure vol­un­tar­ily.

8.4. Any costs im­posed on the Pur­chaser or oc­cur­ring at the site of the Pur­chaser (es­pe­cially Biotta) due to in­ves­ti­ga­tions by third par­ties as a re­sult of pos­i­tive pes­ti­cide find­ings will be charged to the Sup­plier.

9. Li­a­bil­ity and re­call in­sur­ance
9.1. The Sup­plier shall take out li­a­bil­ity in­sur­ance to the min­i­mum amount of 5 mil­lion Swiss Francs per each claim to cover his li­a­bil­ity for any dam­ages to per­sons or prop­erty as well as any con­se­quen­tial fi­nan­cial dam­ages and shall main­tain this in­sur­ance level for a term of at least 5 years fol­low­ing the re­spec­tive de­liv­er­ies to the Pur­chaser. The cov­er­age of other dam­ages, as well as re­moval and in­stal­la­tion costs, com­pound­ing dam­age and mix­ing losses, and re­call costs should at least amount to a min­i­mum of 1 mil­lion Swiss Francs per each claim.

9.2. The Sup­plier shall here­with as­sign all claims against the in­surer to the Pur­chaser. The Pur­chaser here­with ac­cepts the as­sign­ment.

9.3. At the re­quest of the Pur­chaser, the Sup­plier shall sub­mit proof of such in­sur­ance cover.

10. Qual­ity as­sur­ance
10.1. The Pur­chaser may, fol­low­ing rea­son­able ad­vance no­tice, and within nor­mal busi­ness hours, ver­ify the pro­duc­tion processes for the goods at the plant of the Sup­plier. The Sup­plier shall, to the best of his abil­i­ties, also en­deav­our to en­able such ver­i­fi­ca­tion au­dits at the pro­duc­tion plants of his sub­con­trac­tors and sub-sup­pli­ers.

10.2. The par­ties shall agree suit­able mea­sures to pro­tect any trade se­crets of the Sup­plier or his sub­con­trac­tors or sub-sup­pli­ers.

10.3. Should the au­dit re­veal that the Sup­plier has not ful­filled the agreed qual­ity re­quire­ments, he shall bear all costs of the au­dit.

10.4.  Fur­ther de­tails are laid down in the qual­ity as­sur­ance agree­ment as ne­go­ti­ated by the par­ties.

11. In­fringe­ment of third-party rights
11.1. The Sup­plier shall hold the Pur­chaser harm­less from all costs, dam­ages, rights of third par­ties which may arise at the ex­pense of the Pur­chaser as a re­sult of the in­fringe­ment of trade­mark or in­tel­lec­tual prop­erty rights of third par­ties. The Sup­plier shall not be held re­spon­si­ble for such a li­a­bil­ity aris­ing from the in­fringe­ment of trade­marks or in­tel­lec­tual prop­erty if the Sup­plier has fol­lowed, in the man­u­fac­ture of such goods, the in­struc­tions and spec­i­fi­ca­tions of the Pur­chaser and if such facts should have been known to the Sup­plier if he had ob­served the ap­pro­pri­ate de­gree of care.

11.2. The par­ties shall promptly pass on in­for­ma­tion to each other re­gard­ing any ac­tual or pur­ported in­fringe­ment of third party rights of which they be­come aware. The Sup­plier will sup­port the Pur­chaser in the in­ves­ti­ga­tion, de­fence and ad­min­is­tra­tion of any such claim; this in­cludes mak­ing avail­able all doc­u­ments the Pur­chaser might need in his de­fence against such a claim.

11.3. Should the Pur­chaser choose his own le­gal ad­vi­sor, the Sup­pli­er’s li­a­bil­ity shall ex­tend to any rea­son­able costs and fees in­curred in con­junc­tion with this rep­re­sen­ta­tion. Should the Pur­chaser not choose his own le­gal ad­vi­sor, the Sup­plier is wholly re­spon­si­ble for the de­fence against any such re­spec­tive claims.

11.4. Should a le­gal ac­tion based on the in­fringe­ment of third party rights arise and be made known to the Sup­plier, the Sup­plier will un­der­take all nec­es­sary steps to as­cer­tain, for the Pur­chaser, a pro­cure­ment source with­out any in­fringe­ment is­sues; this may in­clude the pro­vi­sion of nec­es­sary li­cences, the re­design of the goods or other mea­sures the Sup­plier may deem nec­es­sary to en­sure that goods with­out any in­fringe­ment is­sues are de­liv­ered to the Pur­chaser.

12. Own­er­ship of Dd­c­u­ments, soft­ware, tools
12.1. Any doc­u­ments such as recipes, spec­i­fi­ca­tions, draw­ings, soft­ware and all means of pro­duc­tion pro­vided by the Pur­chaser to the Sup­plier or pur­chased by the Sup­plier at the Pur­chaser’s cost re­main re­spec­tively be­come the prop­erty of the Pur­chaser as soon as they have been ac­quired or pro­duced. The Pur­chaser re­tains all rights to them. Should they no longer be needed in the ex­e­cu­tion of or­ders for the Pur­chaser, they shall, at the Pur­chaser’s op­tion, be re­turned free of charge to the Pur­chaser, or dis­posed of; any such dis­posal shall be con­firmed in writ­ing by the Sup­plier.

12.2.  They shall not be re­pro­duced, sold, given as lien, as­signed as se­cu­rity, di­vested or oth­er­wise en­cum­bered, made avail­able to third par­ties or used in the man­u­fac­ture of prod­ucts for third par­ties.

12.3. The Sup­plier shall prop­erly store, mark, in­sure against theft and nat­ural dis­as­ters and main­tain all such means of pro­duc­tion. The Sup­plier shall re­lin­quish any law­ful rights of re­ten­tion.

12.4. Un­less oth­er­wise agreed, the Sup­plier shall, upon re­quest of the Pur­chaser, re­turn all doc­u­ments, soft­ware or pro­duc­tion means which are the prop­erty of the Pur­chaser upon ful­fil­ment of the re­spec­tive con­tract and shall re­turn to the Pur­chaser any copies made or shall, for doc­u­ments and soft­ware, con­firm to the Pur­chaser that all such copies have been de­stroyed or deleted. The Sup­plier has the right to re­tain a copy of re­ceived doc­u­ments or soft­ware to ful­fil any le­gal archiv­ing re­quire­ments pro­vided these copies are treated as con­fi­den­tial doc­u­ments.

12.5. The Pur­chaser shall be en­ti­tled to use any soft­ware re­lat­ing to tech­ni­cal in­stru­ments within the scope of sup­ply, such as ma­chines and equip­ment, and their doc­u­men­ta­tion, to the ex­tent re­quired for the use of these goods, or for any other con­trac­tu­ally agreed pur­pose, and the Pur­chaser shall be al­lowed to make back-up copies of any soft­ware de­liv­ered by the Sup­plier.

13. Spare parts for ma­chin­ery and equip­ment
13.1. The Sup­plier un­der­takes to sup­ply to the Pur­chaser, on the ba­sis of in­di­vid­ual or­ders, at com­pet­i­tive terms and for a pe­riod of at least ten (10) years fol­low­ing the de­liv­ery of ma­chines or equip­ment, any spare parts that might be needed therein, as new parts.

13.2. Should the Sup­plier in­tend to dis­con­tinue the pro­duc­tion of any such spare parts, he shall in­form the Pur­chaser im­me­di­ately, how­ever at the lat­est three (3) months be­fore the ces­sa­tion of such pro­duc­tion. The Pur­chaser shall be en­ti­tled to is­sue a fi­nal or­der for the de­liv­ery of such parts at mar­ket con­di­tions within one month of re­ceipt of such in­for­ma­tion.

14. Non-dis­clo­sure, pub­lic­ity of the busi­ness re­la­tion­ship with the Pur­chaser
14.1. The par­ties shall not pass on to third par­ties any con­fi­den­tial in­for­ma­tion re­ceived within the scope of this busi­ness re­la­tion­ship with the other party, par­tic­u­larly tech­ni­cal in­for­ma­tion, draw­ings, busi­ness and trade se­crets and or­der de­tails such as num­ber of items or­dered, tech­ni­cal spec­i­fi­ca­tions, busi­ness agree­ments etc., in­clud­ing any other in­for­ma­tion de­rived there­from. The par­ties shall use such in­for­ma­tion ex­clu­sively to carry out pur­chase or­ders.

14.2. The Sup­plier shall en­sure that all sub­con­trac­tors or sub-sup­pli­ers re­ceiv­ing such in­for­ma­tion for the pur­pose of car­ry­ing out their sub­con­tracts or for de­liv­ery pur­poses shall agree to be bound by these con­di­tions.

14.3. The Sup­plier shall not, with­out prior con­sent of the Pur­chaser, make pub­licly known the fact that he has signed a con­tract with the Pur­chaser, and he may not use any or­ders for mar­ket­ing pur­poses.

14.4. Should one of the par­ties or one of their rep­re­sen­ta­tives, sub-sup­pli­ers or sub­con­trac­tors vi­o­late this para­graph in the con­tract, they shall pay a con­trac­tual penalty in the amount of 20,000 Swiss Francs to the other party, un­less the party con­cerned can prove no cul­pa­bil­ity for it­self or any other trade part­ner.

14.5. The ag­grieved party can claim for higher dam­ages and can claim for in­junc­tive re­lief. Pay­ment of the con­trac­tual penalty does not ex­on­er­ate the ag­griev­ing party from ful­fil­ment of its fur­ther oblig­a­tions with re­spect to this para­graph.

15. Pro­tec­tion of per­sonal data
15.1. The par­ties may, within the frame­work of their con­trac­tual re­la­tion­ship, ex­change per­sonal data such as names, tele­phone num­bers, email ad­dresses and other per­sonal data. Both par­ties shall use any such per­sonal data in com­pli­ance with ap­plic­a­ble laws gov­ern­ing the pro­tec­tion of per­sonal data, par­tic­u­larly, if ap­plic­a­ble, ac­cord­ing to the Gen­eral Data Pro­tec­tion Reg­u­la­tion of the EU from 4 May 2016 (EU 2016/​679; "GDPR"), and they shall en­sure that no unau­tho­rized third par­ties shall have ac­cess to such per­sonal data with­out the con­sent of the per­sons af­fected or for any other le­gal rea­son.

15.2. The par­ties shall treat per­sonal data of the other party in strictest con­fi­dence and shall use these data solely for con­trac­tual pur­poses. The party pro­cess­ing per­sonal data is re­spon­si­ble for the le­git­i­macy of such pro­cess­ing as well for the pro­tec­tion of the rights of the per­sons af­fected.

16. So­cial re­spon­si­bil­ity and com­pli­ance
16.1. The Sup­plier shall com­ply with the laws of le­gal sys­tem(s) ap­plic­a­ble to the ful­fil­ment of the con­tract. He will, in par­tic­u­lar, nei­ther ac­tively nor pas­sively, nei­ther di­rectly nor in­di­rectly, en­gage in any way in anti-com­pet­i­tive arrange­ments or agree­ments, vi­o­late any ap­plic­a­ble anti-cor­rup­tion laws or en­gage in any way against the ba­sic hu­man rights of his staff.

16.2. Fur­ther­more, the Sup­plier shall be re­spon­si­ble for the health and safety of his staff; he shall act in com­pli­ance with any ap­plic­a­ble en­vi­ron­men­tal laws and also shall en­deav­our to cause his sub-con­trac­tors and sup­pli­ers to com­ply with these oblig­a­tions.

16.3. Fur­ther to any other rights and le­gal re­dress avail­able to him, the Pur­chaser may ter­mi­nate the re­spec­tive con­tract and/​or can­cel any or­der placed within the frame­work of this con­tract, if the Sup­plier vi­o­lates any of these oblig­a­tions. The ter­mi­na­tion right of the Pur­chaser is how­ever sub­ject to the con­di­tion that the Sup­plier has not rec­ti­fied the breach of con­tract within a rea­son­able grace pe­riod set by the Pur­chaser.

17. Fi­nal pro­vi­sions
17.1. Sub­con­tracts for the full man­u­fac­ture or man­u­fac­ture to a sub­stan­tial de­gree of goods, as well as sub-sup­pli­ers as cho­sen by the Sup­plier, are sub­ject to prior con­sent by the Pur­chaser. Any such sub­con­tract­ing how­ever does not re­lease the Sup­plier from his li­a­bil­ity for the proper ful­fil­ment of the con­tract.

17.2. The Sup­plier shall, nei­ther in part nor in full, as­sign or trans­fer any rights or oblig­a­tions from a de­liv­ery or ser­vice con­tract to third par­ties with­out the prior writ­ten con­sent of the Pur­chaser.

17.3. Should any clause of these Gen­eral Terms and Con­di­tions of Pur­chase be found to be in­valid or un­en­force­able by a com­pe­tent court of law or a rel­e­vant au­thor­ity, such clause is deemed to be in­valid. The re­main­der of these pro­vi­sions how­ever shall re­main in ef­fect, in its en­tirety. The par­ties shall re­place any such in­valid or un­en­force­able pro­vi­sion with a valid and vi­able pro­vi­sion serv­ing a sim­i­lar eco­nomic pur­pose, if ap­plic­a­ble, pro­vided the con­tent of this con­di­tion is not in­trin­si­cally al­tered. The same ap­plies in case of omis­sions.

17.4. De­lays or omis­sions by the Pur­chaser in ex­er­cis­ing his right to any law, le­gal re­dress or le­gal rem­edy granted ac­cord­ing to these pro­vi­sions to the Pur­chaser do not con­sti­tute any waiver of rights by the Pur­chaser.

17.5.  Any com­mu­ni­ca­tion con­veyed via a tele­fax or elec­tron­i­cally (e.g. via the in­ter­net or via email) shall also be re­garded as “writ­ten”.

17.6. Orior AG re­serves the right to change and amend these Gen­eral Terms and Con­di­tions at any time. The cur­rent bind­ing ver­sion can be down­loaded here­after.

18. Ap­plic­a­ble law and place of ju­ris­dic­tion
18.1. These Gen­eral Terms and Con­di­tions of Pur­chase and all in­di­vid­ual or­ders are sub­ject to Swiss Sub­stan­tive Law; fur­ther­more, con­tracts with for­eign Sup­pli­ers are sub­ject to the United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods, dated 11 April 1980.

18.2. The com­pe­tent court of ju­ris­dic­tion for any claims from or in con­nec­tion with an or­der or any other con­tract be­tween the par­ties is the domi­ciled of­fice of the Pur­chaser, and the Pur­chaser shall be en­ti­tled to file a suit at any other court of ju­ris­dic­tion com­pe­tent for the sub­ject mat­ter.

Valid from May 2020