GeneralTerms&ConditionsofPurchase
1. Scope of application
1.1 Applicability: These General Terms and Conditions of Purchase (hereinafter: “GPC”) apply to the legal relationship between Zippsafe AG, including all domestic and foreign subsidiaries, and its suppliers (hereinafter collectively: “Parties”).
1.2 Basis: The GPC, as amended from time to time, form an integral part of Zippsafe AG's request for quotation and, together with these, form the basis of the legal relationship between Zippsafe AG and its suppliers.
1.3 Acceptance: By accepting a request for quotation from Zippsafe AG, the vendor agrees to the applicability of these GPC.
1.4 Accessibility: As a general rule, the GPC are enclosed with Zippsafe AG's request for quotation. Otherwise, the GPC can be viewed or downloaded from the homepage of Zippsafe AG (www.zippsafe.com).
1.5 Priority: Individual agreements concluded with the vendor shall take precedence over the GPC. These GPC shall take precedence over any deviating GPC or general terms and conditions of the vendor. The vendor's GPCs or GTCs that contradict the requests for quotations and these GPCs shall only apply if Zippsafe AG has expressly recognized their precedence in writing.
2. Agreement and contract content
2.1 Validity: Orders placed by Zippsafe AG must be in writing and are based exclusively on these General Terms and Conditions of Purchase, unless the order contains deviating provisions. If Zippsafe AG requests an order confirmation from the supplier, the contract shall only come into effect upon receipt thereof.
2.2 Subject matter: The type, scope and timeline for the delivery or service are specified in the order. Deviations require the written approval from Zippsafe AG. The specified design and performance characteristics are deemed to be guaranteed characteristics. Presupposed characteristics are 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. If the country of destination is not specified in the order, the standards of the country of delivery shall apply.
3. Delay in delivery
3.1 Delivery date: The delivery date must be recorded in writing on the order and order confirmation. The delivery date is a deadline.
3.2 Delivery timeline extension: The delivery timeline may only be extended with the express consent of Zippsafe AG. If the supplier must assume that he is in default with the delivery in whole or in part, he must inform Zippsafe AG immediately, stating the reasons and the presumed duration of the delay. The notification has no influence on the occurrence of the delay. The statutory consequences of default are not suspended by this.
3.3 Event of default: In the event of default by the supplier, Zippsafe AG must inform the supplier immediately whether it wishes to adhere to the delivery or waive it. A new delivery date must be confirmed in writing by the supplier.
3.4 Non-compliance with delivery date: Penalties for non-compliance or failure to meet the delivery date entitles Zippsafe AG to demand fulfillment of the contract and to impose a contractual penalty of 50% of the order value. In addition, Zippsafe AG reserves the right to claim damages (including consequential damages) and offset these against any claims of the vendor.
4. Delivery and transfer of ownership
4.1 Incoterms: Orders are subject to the Incoterms selected in each case. In principle, the Incoterm DAP shall apply.
4.2 Transfer of ownership: The transfer of ownership takes place at the point of transfer of risk. The transfer of risk takes place when the delivery comes into the sphere of control of Zippsafe AG.
4.3 Rejection: 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 expense and risk until proper fulfillment of the contract.
4.4 Freight and packaging costs: Any freight and packaging costs are included in the price, but must be shown separately for trade statistics purposes. Zippsafe AG may return packaging material against a credit note.
5. Export control and customs
5.1 Export control and customs: For goods, the customs tariff number of the country of origin must be stated, for listed goods also the national list number and that of the USA if the goods are subject to U.S. re-export regulations. Preferential certificates of origin as well as declarations of conformity and marks of the country of origin or destination must be submitted unsolicited, non-preferential certificates of origin on request.
6. Terms of payment
6.1 Terms of payment: Payment is due 60 days after delivery and invoicing by the supplier in accordance with the contract. Zippsafe AG reserves the right to withhold payment for 90 days from the due date of the claim.
7. Warranty and liability
7.1 Warranty: The immediate obligation of the customer to inspect and give notice of defects in accordance with Art. 201 OR is waived. Zippsafe AG can make a complaint for obvious and hidden defects during the entire warranty period. The warranty period is 24 months from the transfer of risk; for replaced or repaired parts, it begins anew with their delivery or installation. The warranty covers both factual and legal defects of the item as well as the absence of warranted or assumed characteristics.
7.2 Right to use standard software: The supplier grants Zippsafe AG the non-exclusive, transferable right to use the standard software contained in the ordered item for the intended use. The supplier guarantees that he has the corresponding rights of use and distribution and indemnifies Zippsafe AG against any claims by third parties arising from the infringement of such rights. Zippsafe AG may make software copies for backup and archiving purposes.
7.3 Liability: The supplier shall indemnify Zippsafe AG against all claims of third parties in connection with the delivery or service arising from product liability, environmental protection and protection of intellectual property and shall indemnify Zippsafe AG in full. Zippsafe AG is obliged to inform the supplier immediately of any substantiated claims asserted against Zippsafe AG. The supplier is responsible to Zippsafe AG for simple and gross negligence as well as intentional acts.
8. Confidentiality and copyright
8.1 Confidentiality: The vendor agrees to treat all information and documents that have come to his knowledge in the course of the business relationship with Zippsafe AG (including business or technical information contained in offer documents, offer confirmations, delivery bills, accompanying documents, plans or similar) confidentially and to keep them secret from third parties.
8.2 Copyrights: All rights to documents such as plans, drawings, technical documents, software, etc., which Zippsafe AG provides to the supplier for order processing, remain with Zippsafe AG. The supplier may only use the documents and all related information for order processing; without the prior written consent of Zippsafe AG, the supplier is not entitled to manufacture products for third parties on the basis of such documents and information or to copy, reproduce or make such documents and information accessible to third parties in whole or in part in any way, unless the order processing requires it. Zippsafe AG is not permitted to be named in publications in connection with the order without prior written consent.
8.3 Data protection: The supplier shall ensure data protection by taking suitable precautions; he 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 relationships.
9. Conduct in business dealings
9.1 Corporate Social Responsibility: For Zippsafe AG, it is of paramount importance that corporate activities take into account the social responsibility towards its own employees and society in general. The aim of Zippsafe AG and the supplier must be to respect the basic principles of social responsibility in their business activities, as laid down in the guidelines of the UN Global Compact initiative. The provisions of the Code of Conduct of Zippsafe AG (available at https://zippsafe.ch/ch_de/code-of-conduct/) are binding for the supplier and form an integral part of the business relationship with Zippsafe AG.
9.2 Ethical behavior: The vendor assures that he will not, directly or indirectly, make any payments, gifts or other promises to his customers, to officials or employees / bodies of Zippsafe AG or third parties in violation of applicable law (including the U.S. Foreign Corrupt Practices Act) and that he has no knowledge that other persons will do so. The supplier will comply with all relevant laws, rules and regulations regarding bribery and corruption. Zippsafe AG is under no circumstances obliged to reimburse the supplier for payments or other services mentioned in Section 13.
9.3 Breach of a provision: The material breach of a provision of this section on ethical behavior entitles Zippsafe AG to terminate this contract with immediate effect, whereby further rights and claims of Zippsafe AG remain unaffected. The vendor is obliged to indemnify Zippsafe AG against all obligations, liabilities and costs/expenses to which Zippsafe AG is exposed as a result of a breach of an obligation in this section or due to the termination of this contract.
10. Environment and sustainability
10.1 Minimization of negative effects: The vendor acknowledges that it is the aim of Zippsafe AG to minimize negative effects of the products on people and the environment, taking into account technical and economic aspects according to ecological criteria. Compliance with applicable national laws is a minimum requirement.
10.2 Conservation of resources: The supplier shall pay attention to the effective use of the materials, energy and water used in order to conserve resources and to minimize the environmental impact, in particular with regard to waste, waste water, air and noise pollution.
10.3 The supplier shall also provide Zippsafe AG with information (including data on the use of materials) for a life cycle assessment with regard to the goods or parts of the goods at Zippsafe AG's request.
11. Further regulations
11.1 Amendments to the contract: Amendments and additions to Zippsafe AG's request for quotation must be made in writing in order to be valid. Oral agreements in this context are ineffective and changes by implied behavior are excluded.
11.2 Severability clause: If any provisions of these GPC or the request for quotation are incomplete, legally invalid, or unenforceable, the validity of the remaining contractual documents remains unaffected. In such cases, the parties shall agree to replace the affected provision with an effective provision that is as economically equivalent as possible, ensuring the intended purpose is achieved to the greatest extent possible.
11.3 Applicable law and place of jurisdiction: Swiss law shall apply to these GPC, the offer of Zippsafe AG, and all disputes arising in connection with them, excluding the conflict of laws rules of private international law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts of the City of Zurich, Canton of Zurich, shall have jurisdiction.
11.4 Entry into force: These GPC enter into force on 01/06/2025 and replace all previous versions of the GPC.
