Purchase – General Terms and Conditions

1. These General Terms and Conditions govern the conclusion, contents and performance of purchase contracts, contracts for work, and orders between Ypsotec s. r. o. or Ypsotec AG, CH-2540 Grenchen (hereafter referred to as “YT”) and the supplier/ entrepreneur/representative (hereafter referred to as the “Supplier”). Submission of an offer to YT implies acceptance of these GTC (General Terms and Conditions). The Parties may agree different arrangements.
2. Any delivery terms of the Supplier (current and future) are void.
3. Different arrangements and key legal representations of the Parties shall be binding only if in writing.

1. By receiving an enquiry, the Supplier is asked to submit a free offer as a specialist. The Supplier shall prepare its offer according to YT’s description and objectives and expressly indicate deviations therefrom. The Supplier agrees to assume the obligation of clarification. The Supplier shall provide YT with all information necessary for the respective delivery and/or performance, including feasibility, without YT requesting thus.
2. An offer shall remain binding for the period indicated in the enquiry. If no period is indicated in the enquiry, the Supplier shall remain bound for 90 (ninety) days as of the date of the offer.
3. Safe for the mandatory period laid down in section 2.2 of these GTC, the Supplier may withdraw from the negotiations without any financial penalty until offer acceptance (hereafter referred to as the “Order”).

1. Orders are generally placed in writing (by a letter, fax or email).
2. Agreement is considered to be concluded by placing an Order.
3. The Supplier must confirm the Order immediately.
4. The Supplier is obliged to check the Order for clarity and absence of conflicts. In case of any conflict or lack of clarity, the Supplier is obliged to inform YT of this before commencing the works.

1. The Supplier undertakes to inform YT immediately in writing of any circumstances identified by the Supplier or identifiable by the Supplier in employing due diligence that would threaten proper and timely delivery or performance as well as any doubts the Supplier has in relation to specifications, instructions, etc., received from YT. Should the Supplier breach this obligation, it shall bear respective negative consequences.

1. Changes in the production processes or organisation of the Supplier that affect the delivery or performance must be agreed between the Parties in advance in writing.

1. Prices are to be DDU Grenchen/CH (Incoterms 2000 conditions) in Swiss francs excluding VAT but including all storing and packaging costs.
2. Any changes in prices need a prior written agreement.

1. Payments are payable within thirty (30) days of accepting the Supply as per section 12 of the GT&Cs or of the date of performance, but at least thirty (30) days from the invoicing date. Settling payments in the way of offsetting mutual amounts receivable is reserved.

1. On YT’s request the Supplier shall produce initial specimen for approval. The Supplier may only recommence the production upon YT’s approval. Any products manufactured before the approval are at Supplier’s own risk.

1. The delivery is subject to DDU Grenchen/CH conditions (Incoterms 2000).
2. The delivery or performance period commences upon the receipt of the Order by the Supplier. YT must be notified of any potential delays as soon as they become apparent.
3. With fixed due dates the Supply is automatically deemed to be delayed if the Parties do not agree on another solution; in other cases the Supply is deemed delayed after a notice stating a reasonable additional date.
4. The Supplier may only invoke to the delay of necessary Supplies to be provided by YT or of performances that are necessary to be done provided the Supplier requested them in time.
5. Early and partial Supplies or performances are acceptable within a maximum of five (5) business before the delivery due date. The Supplier must ask YT for permission of such Supply or performance within a maximum of six (6) days before the delivery due date.
6. In case of a Supply of raw materials and goods manufactured according to YT’s specifications, YT shall accept a Supply increased by five percent (5%) of the ordered goods.
7. If the Supplier processes YT’s material, the Supplier is obliged to supply YT with not only good parts but also any defective parts. Defective parts must be packed separately and must be labelled.

1. The Supplier is responsible for suitable packaging and suitable labelling of the Supply.

2. If YT gives its rules for labelling, packaging and shipping in advance, these rules have to be observed. YT reserves the right to send back to the Supplier at the Supplier’s cost any Supplies that shall not be labelled, packaged or shipped according to the rules.

1. Each Supply must be accompanied by a delivery note including the exact delivery address as well as the following:
   
   
• YT’s order number (if there is one)
• YT’s product number (if there is one)
• YT’s identification of the goods
• supplied amount (amount of good parts, defective parts, destructive test parts)
  
  
  
2. In the following cases the delivery has to include certificates:

YT shall state in the order all the certificates that need to be supplied. These must be delivered to YT at the time of shipment at the latest.

3. Invoices must be produced in two copies.
4. Invoices issued in Switzerland must comply with formal legal regulations related to VAT. Goods supplies must include the origin of the goods and number of the customs tariff. Direct orders from abroad must include an invoice certifying the goods circulation.

1. YT shall carry out entry tests of supplied goods within thirty (30) days after their shipping at the latest. If the goods are found to be good, such finding is considered to be an acceptance. Acceptance does not mean approval of goods regarding liability conformity according to section 13 of GT&Cs.
2. Goods identified as defective at the entry tests or during further processing are returned to the Supplier at the Supplier’s costs; the Supplier shall remove the defects or provide replacements free of charge. If the Supplier is unable to do so within a useful time, YT reserves the right to finish the defective goods at its own site or assort it. The cost of such works as well as costs of related rejects of material provided to YT free of charge are invoiced to the Supplier. YT must be immediately issue a credit note for goods returned to the Supplier to remove defects or provide replacement, and deliveries of defect-free goods must be invoiced immediately.

1. The Supplier provides a guarantee of an expert and is responsible for the following:

   • Goods or performance are shipped as a whole and in compliance with the instructions provided by YT in writing, and within the deadlines agreed by YT, or in such way so that YT is able to use the goods or performance to the agreed purpose immediately and without limitation. Delays accountable to YT are reserved;
   • All relevant laws, regulations, standards, recognised rules (Good Manufacturing Practises and others) and the state of the art and technology as well as instructions provided by YT in writing;
   • Goods or performance are in no form burdened by the rights of a third party (pledge, ownership, co-ownership, joint ownership and similar); and
   • Unlimited use of goods or performance is not in conflict with the protective rights of third parties.
     
     
2. The Guarantee period including according to section 13.1 a) and b) of GT&Cs is twenty-four (24) months. It commences upon YT accepting the goods. Any complaint regarding defects made during the Guarantee period is deemed to be made in time. YT may make complaints regarding hidden defects even if YT reveals them or becomes aware of them after the Guarantee period. The same applies to defects according to 13.1 c) and d) of GT&Cs.
3. The supplier is liable for any claims and damages originating from the responsibility of a partner and YT is relieved of such claims and liabilities. This also includes third party delivery or performance liability, or third parties engaged in the performance of the Agreement.

1. If the Supplier intends to engage third parties in the performance of the Supplier’s obligations permanently or from time to time, YT must provide a prior written agreement.
2. The Supplier shall ensure that at any time provisions agreed with YT will be observed and the third parties shall be adequately bound by an agreement.
3. The Supplier shall adopt adequate measures to ensure the quality of material incorporated into the supplied goods or built-in components (e.g. entry tests of goods, certificate of conformity, audits etc.).
4. Supplier shall not apply any surcharges on invoices of third parties engaged in the agreement performance.

1. YT can withdraw from the Agreement and cancel the supply or performance as a whole or in part if:

   • The Supplier is in delay with the Supply or performance and the additional period according to 9.3 of GT&Cs has passed with no effect;
   • It becomes apparent before the payment due date of the Supply or performance that the Supplier shall not meet the deadline; and
   • It can be assumed with certainty before the delivery of the Supply or before the performance that the Supplier shall breach the liability according to 13.1 of GT&Cs.
2. YT’s right to claim damages is reserved.

1. YT, YT’s customers and/or third parties authorized to do so by YT as well as accredited certification offices and authorities (such as Swissmedic, FDA etc.) have the right to carry out at any time audits of products and/or processes at the Supplier and at third parties engaged by the Supplier. Such audits are announced to the supplier in advance. The auditor must be granted unlimited access to relevant manufacturing and controlling workplaces.
2. YT has the right to check on the progress of work. This does not amend or limit the Supplier’s obligation to the performance of the Agreement.

1. Materials (documents, drawings, photographs, data media, films, plans, tools, moulds, models, parts, raw materials etc.) made available by YT or made for YT (further referred to as “Materials”) remain the property of YT or an authorized third party (such as YT’s customers) regardless of the state of processing.
2. The Supplier must inform YT in writing as soon as the Supplier becomes aware of a possible breach of protective rights in connection with materials made available by YT. In case of such breach the Supplier shall protect YT from paying any damages.
3. The Supplier must store Materials in an expert and correct way and separately and must ensure the corresponding insurance policy. In case of damage accountable to the Supplier, the Supplier is liable up to the amount of the cost of re-establishing or up to the value of replacing.
4. Any confidential information, such as know-how and materials disclosed by YT to the Supplier or provided for the purpose of performing under the Agreement must be kept confidential and must not be used for any other purpose and must not be made available without prior written permission of YT. Such confidential information as well as all intangible property rights that they represent, remain in the ownership YT or an authorized third party. All materials related to its confidential information, including all duplicates or copies, must be immediately handed in to YT on its request.
5. The Supplier must deal with YT’s demand as well as with the fact of the contractual relationship with YT, its content and work results with confidentiality.
6. Obligations under sections 17.4 and 17.5 of the GT&Cs are in force during the period of the contract and afterwards.

1. The Supplier acknowledges and agrees that YT processes and uses personal details of customers according to YT’s declaration on data protection (can be found at ypsotec.com/datenschutz). It is allowed to transfer data to YT subsidiaries if necessary or if required by law in order to perform the purpose.
2. The Parties undertake to comply with the provisions of relevant legislation on data protection and also to protect personal data against unauthorized disclosure and to process the data only for the purpose of performing the agreement and in the required scope.

1. The parties are not liable for not performing under the Agreement due to circumstances caused by force majeure. “Force majeure” is to be understood as circumstances that did not happen before the conclusion of the agreement and are unforeseeable and objectively unavoidable.
2. The party invoking force majeure is obliged to notify the other party of the circumstances and its probable length in time without due delay. Otherwise it cannot invoke force majeure.
3. On YT’s request the Supplier shall provide YT with verified confirmation of circumstances considered to be force majeure.

1. This is exclusively governed by Swiss law and international private law is excluded. UN Convention on the International Sale of Goods does not apply.
2. The court in CH-2540 Grenchen is the exclusive relevant local court for all disputes.The Supplier hereby agrees that YT may exercise its rights at a court local to its business address or any other relevant court.