1.1 Applicability: These General Terms of Purchasing (hereinafter: "GTP") apply to the legal relationship between Zippsafe AG, including all domestic and foreign subsidiaries, and its suppliers (hereinafter referred to collectively as the "Parties").
1.2 Basis: The GTP in their respectively valid version are an integral part of Zippsafe AG's offers and, together with these, form the basis of the legal relationship between Zippsafe AG and its suppliers.
1.3 Acknowledgement: The supplier acknowledges the applicability of these GTP by the supplier's acceptance of a request for quotations from Zippsafe AG.
1.4 Accessibility: The GTP are usually enclosed with Zippsafe AG's request for quotations. Furthermore, the GTP can be viewed or downloaded on the homepage of Zippsafe AG (www.zippsafe.com).
1.5 Priority: Individual agreements concluded with the suppliers take precedence over the GTP. These GTP take precedence over any deviating GTP or GTC of the supplier. GTP of the supplier contradicting the requests for quotations and these GTP shall apply only if Zippsafe AG has expressly acknowledged in writing that they should take precedence.
1.6 Validity: Orders placed by Zippsafe AG require the written form and are based exclusively on these General Terms of Purchasing, insofar as the order does not contain any deviating provisions. If Zippsafe AG requests an order confirmation from the supplier, the contract will become effective only once it is received.
2.1 The type, scope and time of the delivery or service are specified in the order. Deviations require the written agreement of Zippsafe AG.
2.2 The specified design and performance characteristics are deemed the guaranteed properties and condition. The suitability for use, the unrestricted electronic processing of calendar data, and the execution in accordance with standards and regulations of the country of destination or, if this is not specified in the order, of the country of delivery apply as required properties and condition.
3.1 The delivery date shall be stated in writing in the order and order confirmation. The delivery date is an expiry date.
3.2 The delivery period will only be extended with the express consent of Zippsafe AG. If the supplier must assume that it will be delayed with the delivery in whole or in part, it must inform Zippsafe AG immediately, stating the reasons and the expected duration of the delay. The notification has no effect on the occurrence of the default. The notification does not effect a suspension of the statutory consequences of default.
3.3 In the event of default of the supplier, Zippsafe AG must inform the supplier without delay whether it wants to insist on the delivery or waive it. A new delivery date must be confirmed in writing by the supplier.
3.4 Failure to meet the delivery date shall entitle Zippsafe AG to claim a contractual penalty amounting to 50% of the order volume, in addition to the right to demand performance of the contract. The right to claim damages (including consequential damage from defects) as well as the right to set-off the same against claims of the supplier is additionally reserved.
Delivery and transfer of ownership
4.1 Orders are subject to the Incoterms selected in each case. In principle, the Incoterm DAP applies.
4.2 Ownership shall transfer on the transfer of risk. The risk shall transfer when the delivery enters Zippsafe AG's sphere of control.
4.3 Zippsafe AG reserves the right to reject deliveries with defective packaging, marking or documentation, as well as partial or advance deliveries not agreed in writing, or to accept them and store them at the supplier's cost and risk up until the due performance of the contract.
4.4 Any freight and packaging costs shall be included in the price, but must be shown separately for the purposes of trade statistics. Zippsafe AG may return packaging material against credit.
Export control and customs
5.1 The customs tariff number of the country of origin shall be indicated for goods, in addition to the national list number for listed goods and national list number of the U.S. if the goods are subject to U.S. re-export regulations. Proof of preferential origin as well as declarations of conformity and marks of conformity of the country of origin or destination are to be presented without request, proof of non-preferential origin shall be presented on request.
Terms of payment
6.1 Payment shall be due 60 days after delivery in accordance with the contract and invoicing by the supplier. Zippsafe AG reserves the right to withhold payment for 90 days from the due date of the payables in case defects of the item are detected and notified.
7.1 The purchaser's obligation to conduct a prompt inspection and notify of defects in accordance with Art. 201 OR [Swiss Code of Obligations] is waived. Zippsafe AG may raise complaints for obvious and hidden defects during the entire warranty period. The warranty period is 24 months from the transfer of risk. The warranty period for replaced or repaired parts shall restart on their delivery or installation. The warranty includes actual or legal defects of the item as well as the absence of guaranteed or required properties and conditions.
Right to use standard software
8.1 The supplier grants Zippsafe AG the non-exclusive, transferable right to use the standard software that is included in the ordered item for the intended use. The supplier guarantees that it holds the corresponding rights of use and distribution, and indemnifies Zippsafe AG against any claims of third parties arising from the infringement of such rights. Zippsafe AG shall be permitted to make software copies for backup and archiving purposes.
9.1 The supplier indemnifies Zippsafe AG against all claims of third parties in connection with the delivery or service arising from product liability, environmental protection, and the protection of intellectual property, and shall hold Zippsafe AG harmless to the full extent. Zippsafe AG is obliged to inform the supplier immediately about claims that have been brought with substantiation against Zippsafe AG. The supplier shall be liable to Zippsafe AG for simple and gross negligence as well as intentional acts.
Copyright and confidentiality
10.1 All rights to documents such as plans, drawings, technical documents, software, etc., which Zippsafe AG provides to the supplier for order processing, shall remain with Zippsafe AG. The supplier may use the documents and all related information exclusively for processing the order; without the prior written consent of Zippsafe AG, the supplier shall not be entitled to manufacture products for third parties on the basis of such documents and information, nor to copy, duplicate or make such documents and information accessible in any way to third parties in whole or in part, unless this is required for processing the order. Without its prior written consent, Zippsafe AG may not be named in publications in connection with the order.
11.1 The supplier shall ensure data protection by taking appropriate precautions; it agrees that Zippsafe AG may process personal data and disclose it to third parties in Switzerland and abroad for the purpose of order processing and maintaining business relations.
Corporate social responsibility
12.1 It is of paramount importance to Zippsafe AG that social responsibility towards its own employees and society in general is taken into account in business activities. The aim of Zippsafe AG and the supplier must be to respect the basic principles of social responsibility as laid down in the guidelines of the UN Global Compact initiative in their business activities. The provisions of the Code of Conduct of Zippsafe AG (available at https://zippsafe.ch/ch_de/code-of-conduct/ ) are binding on the supplier and form an integral part of the business relationship with Zippsafe AG
Ethical conduct in business dealings
13.1 The supplier warrants that it will not, whether directly or indirectly, make any payments, gifts or other promises to its customers, any public officer or employee/body of Zippsafe AG nor to any third party that are contrary to the applicable law (including the U.S. Foreign Corrupt Practices Act) and further assures that it has no knowledge that any other person will do so. The supplier shall comply with all relevant laws, rules and regulations regarding bribery and corruption.
13.2 Zippsafe AG is in no case obliged to reimburse the supplier for payments or other services named in Sec. 13.
13.3 A serious breach of any provision of this section on ethical conduct shall entitle Zippsafe AG to terminate this contract with immediate effect, without prejudice to any further rights and claims of Zippsafe AG. The supplier is obliged to indemnify Zippsafe AG against all obligations, liabilities, and costs/expenses to which Zippsafe AG is exposed as a consequence of a breach of an obligation of this section or due to the termination of this contract.
Environment and sustainability
14.1 The supplier acknowledges the aim of Zippsafe AG to minimise negative effects from the products on humans and the environment, taking into account technical and economic aspects according to ecological criteria. Compliance with applicable national laws is a minimum requirement.
14.2 In the interest of resource conservation, the supplier shall ensure the efficient use of the materials, energy, and water, and minimise the environmental impact, in particular with regard to waste, waste water, as well as air and noise pollution.
14.3 The supplier shall furthermore provide Zippsafe AG with information (including data on the use of materials) for a lifecycle assessment regarding the goods or parts of the goods on request of Zippsafe AG.
15.1 Contract changes: Changes and additions to Zippsafe AG's request for quotations require the written form for validity. Verbal agreements in this context are invalid and implicit changes are excluded.
15.2 Severability clause: If individual provisions of these GTP or the request for quotations should be incomplete, legally invalid or unenforceable, this shall not affect the validity of the contract documents. In this case, the Parties shall reach an agreement to replace the affected provision for a valid provision, which is economically equivalent as far as possible, so that the intended purpose is achieved to the furthest extent.
15.3 Applicable law and place of jurisdiction: These GTP and the offer of Zippsafe AG, as well as all disputes relating them shall be governed by Swiss law, excluding the rules on the conflict of laws under private international law and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of the city of Zurich, canton of Zurich, have jurisdiction.
15.4 Effective date: These GTP were adopted by the Board of Directors of Zippsafe AG on 01/01/2023 and enter into force on 01/01/2023.
Glattbrugg, 31 January 2023