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General Purchasing Conditions

General

  1. The legal relationship between the supplier and ourselves in matters of purchasing by us is governed exclusively by the following conditions. The supplier's conditions and any diverging agreements apply only if we have acknowledged them in writing. Neither our silence nor acceptance of the goods or services nor payment for them shall be deemed to constitute such acknowledgement.

  2. These General Purchasing Conditions (GPC) apply to all suppliers of CREAMETAL AG with regard to the delivery of movable goods (hereinafter referred to as “goods”, “products”, etc.) and/or services, irrespective of whether the supplier renders the service itself or purchases it from sub-suppliers.

  3. By accepting our order or delivering the goods ordered, the supplier agrees to the following conditions.

  4. Only orders placed in text form (in writing, by e-mail) are valid. Orders placed by telephone or verbally, as well as additions and amendments, become valid only upon our confirmation in text form. Likewise, deviations from our order conditions together with any supplementary provisions, including price and exchange rate reservations, and in particular any conflicting general conditions of delivery and sale of the supplier, are valid only if we have consented to them in text form.

  5. We request that an order confirmation stating the exact delivery time be sent to us without delay (within 24 hours of receipt).

  6. Subcontracting our orders in their entirety to third parties is not permitted without our consent in text form.

  7. All expenses arising from failure to observe our instructions or from defective deliveries or deliveries not bindingly agreed shall be borne by the supplier.

  8. These purchasing conditions also apply to future deliveries.

  9. Our employees are prohibited from accepting gifts, commissions or remuneration of any other kind.

Prices and shipping costs

  1. Unless otherwise agreed, the prices stated are deemed to be fixed prices.

  2. Where an order is placed without a price or with a guide price, we reserve the right to approve the price after receipt of the order confirmation.

Invoicing and payment

  1. Unless otherwise agreed, invoices are to be submitted to us immediately after dispatch of the goods. They are to be sent to the invoice address stated in the order by post or by e-mail to info@creametal.ch.

  2. The supplier may not demand a payment that depends on the performance of its own obligation before it has performed that obligation, unless non-performance is due to an act or omission of the purchaser.

Delivery

  1. If the required shipping documents for a delivery are not submitted as prescribed, the goods will be stored until those documents arrive, at the supplier's expense and risk.

  2. Partial deliveries and early deliveries may not be made without our express consent.

  3. Deliveries by courier are deemed to have been made only if they can be evidenced by delivery notes signed for by us.

  4. The agreed delivery date is met once the goods have arrived at our premises. If the supplier must assume that delivery on time will be wholly or partly impossible, it shall notify us immediately, stating the reasons and the expected duration of the delay. Such notification does not exclude the statutory consequences of default (including cancellation of the order in whole or in part).

  5. Where the delivery date is exceeded, the supplier may invoke the absence of necessary documents to be supplied by us, or of supplementary items such as individual parts, drawings, data media, etc., only if it has sent a reminder requesting that they be made available. The delivery time will then be extended appropriately by mutual agreement.

  6. Every consignment is to be notified to us and to the recipient designated by us on the day of dispatch.

Packaging

  1. The supplier shall provide suitable packaging at its own expense. The supplier is liable for damage occurring during transport as a result of inadequate packaging.

  2. For packaging material returned by us carriage paid, a credit note is to be issued or a price reduction granted at the price charged, at our discretion.

Export and customs

  1. The supplier is obliged to inform CREAMETAL AG in writing, as early as possible before the delivery date, of any authorisation requirements applying to its goods under the Swiss, European (EU) and US export, customs and foreign trade law in force from time to time, and under the export, customs and foreign trade law of the country of origin of its goods. To this end, the supplier shall provide the following information and data and, where applicable, state it on the export documents (in particular on the commercial invoice):

    1. the customs tariff numbers / commodity numbers;

    2. the “Export Control Classification Number (ECCN)” in accordance with the “U.S. Commerce Control List” (CCL), where the goods are subject to the “U.S. Export Administration Regulations” (EAR);

    3. the statistical commodity number (HS/CN code);

    4. the country of origin (commercial policy / non-preferential origin), key for origin codes: D = third country / E = EU / F = EFTA;

    5. (long-term) supplier's declarations on preferential origin (for EU suppliers) or preference certificates (for non-EU suppliers);

    6. all other information and data that CREAMETAL AG requires for export and import and, in the case of resale, for re-export of the goods.

  2. The supplier is obliged to inform CREAMETAL in writing without delay of any changes to the above information and data.

  3. If the supplier breaches its obligations, it shall bear all expenses, damages and other disadvantages arising for CREAMETAL AG as a result (e.g. subsequent claims for foreign import duties, fines). This does not apply if the supplier is not responsible for the breach of duty.

Notification of defects

  1. We will inspect the delivered goods and give notice of any defects as soon as possible, but without being bound by any time limit. To that extent, the supplier waives the defence of late notification of defects.

  2. We carry out an incoming goods inspection only with regard to externally recognisable damage and externally recognisable discrepancies in identity and quantity. We will give notice of such defects without delay. Beyond that, we give notice of defects as soon as they are identified in the ordinary course of business. To that extent, the supplier waives the objection of late notification of defects.

  3. The making of payments and any acceptance of work do not constitute a waiver of the right to give notice of defects.

Liability for material defects

  1. The supplier warrants that the goods have the agreed quality, are fit for the use contemplated under the contract and are otherwise free from defects that impair their value or their fitness for use.

  2. The goods must comply with the relevant laws and accident prevention regulations in the purchaser's country.

  3. We are entitled to the statutory remedies for defects, subject to the proviso that we may exercise the right of rescission or withdrawal only once a reasonable additional period granted to the supplier for subsequent performance (rectification or replacement delivery) has expired without result. In urgent cases, or if the supplier is in default, we are entitled to remedy the defects ourselves or have them remedied at the supplier's expense.

  4. Our warranty claims also include reimbursement of the removal and installation costs for the defective or replaced supplied part and for the products that have become defective as a result of the defective supplied part.

  5. Unless otherwise agreed, the warranty period ends 24 months after acceptance of the goods at our works.

  6. Claims arising from defects notified in good time during the warranty period become time-barred 12 months after expiry of the warranty period.

  7. Goods, or parts thereof, that are the subject of a complaint remain at our disposal until defect-free replacement or rescission of the purchase. Once replacement has been made, the goods complained of are at the supplier's disposal on site.

  8. The supplier is liable for replacement deliveries and rectification work to the same extent as for the original delivery; for replacement deliveries the warranty period starts to run anew. This provision also applies to the delivery of individual spare parts.

Product liability, insurance

  1. The supplier is obliged to indemnify us against claims for damages by third parties that are attributable to defects in its goods or services.

  2. The supplier undertakes to maintain product liability insurance with worldwide cover of at least CHF 5 million per personal injury and/or property damage and cover of at least CHF 0,5 million per claim and calendar year for installation and removal costs. Any more extensive claims for damages to which CREAMETAL AG is entitled remain unaffected.

Production equipment, models, drawings, etc.

  1. All information, drawings, plans, production equipment, models, tools, samples and the like provided to the supplier by us for the manufacture of the goods remain our property and may not be used for other purposes, reproduced or made accessible to third parties. Any copyright belongs to us. All documents are to be returned to us free of charge and without request as soon as they are no longer required to execute the order. If no delivery takes place, the supplier shall likewise hand the documents over to us without request.

  2. Products manufactured according to documents designed by us, such as drawings, models and the like, or according to our confidential information, or using our tools or replicas of our tools, may neither be used by the supplier itself nor offered or delivered to third parties.

Tools

  1. Notwithstanding any agreements to the contrary, we acquire sole or joint ownership to the extent that we contribute to the documented costs of tools used to manufacture the delivery item. The tools pass into our (joint) ownership upon payment. They remain with the supplier on loan. The supplier is entitled to dispose of the tools, in fact or in law, to relocate them or to render them permanently inoperable only with our approval. The supplier must mark the tools as our (joint) property. The supplier bears the costs of maintaining, repairing and replacing the tools. Replacement tools become our property in proportion to our share in the original tool. Where a tool is in joint ownership, we have a right of first refusal over the supplier's share of the joint ownership. The supplier shall use tools in our (joint) ownership exclusively to manufacture the delivery items. Once supply has ended, the supplier shall surrender the tools to us immediately on request. In the case of jointly owned tools, we shall reimburse the supplier for the current value of its share of the joint ownership after receipt of the tool. Under no circumstances is the supplier entitled to a right of retention. The obligation to surrender the tools also applies to the supplier in the event of a material deterioration in the supplier's financial position or of a prolonged interruption in supply. The supplier shall insure the tool to the agreed extent or, if no agreement has been made, to the customary extent.

Confidentiality

  1. The supplier shall treat the order and the associated work or deliveries as confidential.

Industrial property rights

  1. The supplier warrants that its goods and services do not infringe any industrial property rights of third parties. It shall indemnify us against any claims by third parties.

Language

  1. Unless otherwise agreed, communication takes place in German or French. All documents, such as test reports, certificates, drawings, etc., are to be made available by the supplier in German or French at the latest upon request.

Place of performance

  1. The place of performance for deliveries and services is the agreed place of destination; the place of performance for payment is the registered office of the ordering company.

Place of jurisdiction and applicable law

  1. The place of jurisdiction for any legal disputes is the registered office of the purchaser. If the purchaser acts as claimant, it may also bring proceedings before any other competent court.

  2. The contractual relationship underlying this order is governed exclusively by the law applicable at the registered office of the purchaser, to the exclusion of conflict-of-law rules, and, for deliveries from abroad, additionally by the UN Convention on Contracts for the International Sale of Goods of 11.04.1980.