General Terms and Conditions of Purchase of  Aurac AG

1. Scope of Application

1. These General Terms and Conditions of Purchase (hereinafter "Terms") apply to all contracts for the acquisition of goods and the provision of work and services between Aurac AG (hereinafter "Purchaser") and the supplier (hereinafter "Supplier"). Purchases of raw materials are governed by separate terms.



2. Conflicting or deviating conditions of the Supplier will not be recognised, even if the Purchaser does not expressly object to them or accepts the delivery. The Purchaser’s conditions take precedence. Any deviation requires written confirmation by the Purchaser.



3. These Terms also apply to future orders of the Purchaser, even if their validity is not expressly stipulated.



4. The **Code of Conduct** and other company regulations of the Purchaser form part of the contractual relationship. The Supplier recognises these as binding. Purchaser may update such codes and policies from time to time and will notify Supplier or make them reasonably available; the updated versions apply to future orders



5. In case of deviations between individual contractual terms and these Terms, the provisions of the individual contract prevail.

2. Offers, Formation of Contract and Order Confirmation

1. Offers made by the Supplier are binding and, unless otherwise stated, valid for two weeks.
2. Buyer’s Purchase Orders constitute an offer to contract on these Terms. A binding contract arises only upon Supplier’s written order confirmation or by Supplier’s commencement of performance (including dispatch). Until acceptance, Buyer may revoke or amend its Purchase Order.
3. Supplier’s terms and conditions do not apply. Any acknowledgements or confirmations purporting to vary these Terms shall be of no effect unless expressly accepted in writing by Buyer.

4. In case of conflict, the following order prevails: (i) any master or individually negotiated agreement signed by both Parties; (ii) the Purchase Order including its schedules; (iii) these Terms; (iv) Buyer’s specifications, drawings and quality standards; (v) Supplier’s quotation (excluding Supplier’s standard terms).

3. Prices and Payment

1. Prices are net of all taxes, duties, fees and charges. Unless otherwise agreed, Supplier shall bear and pay all taxes, customs duties, levies and charges arising outside Switzerland and/or outside the agreed place of delivery, as well as any import/export formalities within Supplier’s control. VAT, if applicable, shall be shown separately.



2. In the event of unpredictable, extraordinary changes in the underlying contractual circumstances (e.g. significant price increases, currency fluctuations) and if no consensual adjustment can be reached, the Purchaser is entitled to cancel the contract



3. Payment is made after complete and orderly receipt of goods/services and receipt of a valid invoice, either within 14 days with a 3 % early payment discount or within 30 days net. Taking a discount is permissible even when the Purchaser offsets claims or retains payments. Payment does not imply acceptance of the delivery.

4. Delivery Dates

1. Agreed delivery dates are binding. Delivery delays – including partial deliveries – must be reported to the Purchaser immediately, stating the reasons and expected duration.



2. The Supplier is liable for all damages resulting from delays in delivery.

3. In case of delay in delivery and/or performance, a contractual penalty of 0.1% of the Order value per business day of delay, capped at 5%, becomes due automatically, without prejudice to further rights and remedies. The penalty is payable irrespective of proof of loss and shall be credited against damages. The penalty shall not accrue to the extent Supplier proves a Force Majeure event under Section 21. The Parties acknowledge that judicial moderation under Article 163(3) of the Swiss Code of Obligations may apply.
4. Unless otherwise stated in the Purchase Order, delivery shall be DDP (Incoterms® 2020) to the place named in the Purchase Order. If DDP is not feasible, delivery shall be CIP (Incoterms® 2020) to the place named by Purchaser. Risk shall pass in accordance with the agreed Incoterms® rule. Title passes to Purchaser upon physical delivery at the named place and, where acceptance is agreed, upon acceptance, as further set out in Section 10.3.

5. Place of Delivery, Shipping Costs, Delivery Papers and Packaging

1. Unless otherwise agreed, delivery shall be made to the delivery address indicated in the order. Where Supplier arranges carriage, it shall choose cost-effective and appropriate freight conditions and prepare the consignment note.

2. The Supplier must comply with all legal requirements relating to delivery and packaging, including any applicable foreign regulations.



3. Each delivery shall include shipping documents indicating the Purchase Order number, order date and, where applicable, line item numbers; electronic delivery documentation is preferred.



4. The Supplier is liable for any damage caused by insufficient or faulty packaging. Packaging material is to be limited to what is necessary and clearly labelled. Non‑applicable labels must be removed. Packaging becomes the property of the Purchaser or must be taken back by the Supplier free of charge. Packaging costs will only be reimbursed if expressly agreed.



5. The use of packaging materials classified as “special waste” is not permitted. If such materials are delivered, the Purchaser may return them at the Supplier’s expense or dispose of them properly.

6. Transfer of Risk

Risk passes as provided in Section 4.4. In all other cases not governed by an agreed Incoterms® rule, risk passes only upon physical delivery at Purchaser’s official receiving site and, where acceptance is agreed, upon acceptance.

7. Quantity and Quality

1. Excess, short or partial deliveries are not permitted unless agreed. Quantities shall be determined according to the measurements taken at the Purchaser’s premises.



2. The Supplier must meet the agreed specifications, product descriptions, catalogue information or advertising statements exactly. The Supplier warrants that the goods/services correspond to the latest state of science and technology and are free from defects in material and law. All relevant quality standards and legal provisions on safety, labour protection, accident prevention, environmental protection and emission control must be observed.



3. Goods obtained from third parties must be carefully inspected; the Supplier may only use reliable upstream suppliers.

4. Comprehensive documentation in German (e.g. manuals, assembly instructions) must be provided free of charge. For chemicals or hazardous materials, safety instructions and certification under the REACH Regulation must be provided.

5. Supplier shall ensure the availability of spare and wear parts for the Deliverables, or functionally equivalent successors, for at least ten (10) years after the last delivery to Buyer at fair and reasonable prices not exceeding the median of Supplier’s list prices for comparable customers.
6. Quality and Audit. On reasonable prior notice and during normal business hours, the Purchaser may audit the Supplier’s relevant facilities, processes and quality records, including those of approved subcontractors, to verify compliance with this contract and applicable law. Audits shall be conducted in a manner that minimises disruption and respects confidentiality.

8. Notification of Defects and Rights Arising from Defects

1. Buyer shall inspect the Deliverables within a reasonable time after delivery. Obvious defects and quantity deviations will be notified within four (4) weeks after delivery; hidden defects will be notified without undue delay after discovery. Buyer’s statutory rights in case of fraud or defects not reasonably detectable remain unaffected.



2. The Purchaser may request, at its option, rectification of the defect or replacement delivery. If the Supplier does not fulfil this obligation in time, the Purchaser may remedy the defect itself or through a third party at the Supplier’s expense. Further statutory rights, particularly reduction of price, damages or rescission, remain unaffected.



3. The Supplier shall indemnify the Purchaser against all third‑party claims based on defects in its deliveries and services and shall reimburse costs incurred due to product recalls.



4. The warranty period is thirty-six (36) months from delivery (or, where acceptance is agreed, from acceptance). Longer mandatory or contractual warranty/limitation periods (e.g., for work on structures, essential spare or safety parts) remain unaffected and take precedence.
5. Repaired or replaced Deliverables shall be warranted anew for the longer of twelve (12) months from repair/replacement or the remainder of the original warranty period.

9. Liability and Product Liability Insurance

1. The Supplier is liable for any damage suffered by the Purchaser resulting from the non‑performance of its contractual obligations or from any acts or omissions by the Supplier, its staff or third parties engaged by it.



2. The Supplier shall indemnify the Purchaser, upon first request, against any liability or third‑party claims based on the manufacture, delivery, storage or use of the supplied goods or on services rendered, except where the damage resulted from intent or gross negligence on the part of the Purchaser.



3. The Supplier undertakes to maintain product liability insurance with a minimum coverage of EUR 10 million per occurrence for personal injury and property damage and to provide evidence thereof upon request. Such insurance does not restrict the Purchaser’s claims against the Supplier.

10.  Intellectual Property; Work results

1. All results specifically created for Buyer under the Contract, including designs, drawings, software, documentation, reports, data, databases, models, molds and tooling (“Work Results”), shall vest in Buyer upon creation, payment or delivery, whichever occurs first. To the extent Work Results comprise IP that cannot by law be transferred, Supplier grants Buyer an exclusive, perpetual, worldwide, fully paid-up, transferable and sublicensable license to use, reproduce, modify, further develop and exploit the Work Results for any purpose.



2. To the extent Work Results incorporate Supplier’s pre-existing IP (“Background IP”), Supplier grants Buyer a non-exclusive, perpetual, worldwide, fully paid-up, transferable and sublicensable license to use such Background IP as necessary to use and exploit the Work Results and Deliverables, including for maintenance, interoperability and manufacture of spare and replacement parts.



3. Any retention-of-title rights in Deliverables are excluded. Title passes to Buyer upon delivery and, where agreed, acceptance.

4. Supplier shall bind its subcontractors to obligations no less stringent than this Section 10 and secure all rights required for Buyer to obtain the rights granted herein.

11. Set‑off, Rights of Retention and Assignment

When Supplier personnel access Buyer sites, Supplier shall comply with Buyer’s site rules, safety and security policies and applicable law. Buyer may conduct reasonable access and baggage controls by authorized personnel for security reasons. Personal searches require prior consent and shall comply with applicable employment and data protection laws. Buyer may deny access to any person who refuses a lawful control.

12. Site Access, Safety and Security

1. The Supplier may only exercise rights of set‑off or retention if its counterclaims are undisputed or have been established by a final court decision. This also applies to defences of non‑performance of the contract.



2. The Supplier may not assign or encumber its contractual rights without the prior written consent of the Purchaser.



3. The Purchaser may also set off against claims of companies affiliated with the Supplier.

13. Confidentiality

1. Survival. Confidentiality obligations survive for five (5) years after termination or expiry; with respect to trade secrets, obligations survive as long as such information remains a trade secret. The parties acknowledge that unauthorised disclosure may cause irreparable harm and that injunctive relief may be sought.
2. All information, drawings, designs, plans, data and other company or business secrets obtained in connection with the order must be kept confidential and may not be disclosed to third parties or used for purposes other than those agreed. This obligation does not apply to information that the Supplier can prove was already lawfully known, publicly available or must be disclosed by law.

3. The existence of the order and the resulting work processes are also to be treated confidentially. Documents provided by the Purchaser are to be kept carefully, used only for contractual purposes and returned upon request or once they are no longer needed.



4. Software developed through programming, configuration or parameterising by the Supplier or the Purchaser must be treated as confidential and returned with all data carriers after completion of the work.



5. The Supplier must inform its employees and third parties of these confidentiality obligations and ensure their compliance. The Supplier remains liable for all damages arising from breaches of these obligations.

14. Third-Party Rights; IP Infringement Indemnity

1. Supplier warrants that Deliverables and Work Results do not infringe third-party rights in any jurisdiction where they are manufactured, delivered or used.
2. Supplier shall indemnify, defend and hold harmless Buyer, its affiliates and customers from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from alleged or actual infringement, and shall, at Buyer’s option, (a) procure the right to continue using the Deliverables/Work Results, (b) modify or replace them so they are non-infringing without loss of functionality or performance, or (c) take back the Deliverables at Supplier’s cost and refund the price. This Section survives termination.

15. Subcontractors

The Supplier may commission subcontractors only with the prior written approval of the Purchaser. Planned subcontractors must be notified in time before conclusion of the contract. Even with approval, the Supplier remains solely responsible.

16. Advertising Materials

References to the business relationship with the Purchaser in advertising or publications require the Purchaser’s express written consent.

17. Termination; Step-in

1. Either Party may terminate the Contract in whole or in part with immediate effect for good cause, including material breach not remedied within ten (10) business days after written notice, insolvency events, or persistent delays.



2. Buyer may terminate the Contract or any Purchase Order for convenience, in whole or in part, by written notice with thirty (30) days’ notice. Supplier shall cease work and mitigate costs. Buyer shall pay for Deliverables properly performed up to termination; Supplier is not entitled to anticipated profits or consequential damages.



3. In case of material default endangering timely delivery or quality, Buyer may, after written notice and lapse of a reasonable cure period, perform itself or engage third parties to perform Supplier’s obligations at Supplier’s cost, using Supplier materials, tools and documentation as necessary. Supplier shall provide all reasonable support.



4. Upon Buyer’s request, Supplier shall assign to Buyer, or procure assignment of, critical subcontracts related to the Deliverables to ensure continuity of supply.

18. Place of Performance, Jurisdiction and Governing Law

1. The place of performance for all contractual obligations is the respective delivery address indicated by the Purchaser.

2. To the extent permissible by law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered seat of Aurac AG. However, the Purchaser is also entitled to bring an action at the Supplier’s general place of jurisdiction.



3. These Terms and the contractual relationship between Purchaser and Supplier are governed exclusively by Swiss law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

19. Final Provisions

1. The invalidity of any provision of this contract and/or these Terms shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision with one that comes as close as possible to the economic purpose of the invalid provision.



2. In the event of discrepancies between the German text of these Terms and any translation, the German version shall prevail.

20. Compliance Clause

Supplier shall comply with applicable laws, Buyer’s Supplier Code of Conduct  and recognized international standards on human rights, labor, environment and anti-corruption. Supplier shall maintain supply-chain due diligence processes (risk assessment, preventive/corrective measures, documentation), ensure conflict-minerals compliance and REACH/ROHS conformity, and provide safety/environmental information upon request. Supplier shall permit reasonable audits (including site visits) by Buyer or third parties mandated by Buyer and promptly remedy findings. Supplier shall implement and publicize a whistleblowing channel enabling confidential reporting.

21. Export Controls and Sanctions Compliance

Supplier represents and warrants that it, its affiliates and subcontractors comply with applicable export control, customs and sanctions laws (including those of Switzerland, the EU, UK and U.S.). Supplier shall obtain and maintain required licences, inform Purchaser of export control classifications, and notify Purchaser without undue delay of any changes. Supplier shall not supply Deliverables originating from or involving restricted parties, destinations or end-uses. Purchaser may suspend performance if compliance concerns arise.

22. Force Majeure

1. “Force Majeure” means an event beyond the affected Party’s reasonable control that could not be prevented by reasonable measures, including natural disasters, war, terrorism, riots, epidemics/pandemics, governmental actions, general strikes or widespread power/telecom outages. Lack of personnel, materials or finance, and strikes limited to the Party’s operations are not Force Majeure.



2. The affected Party shall notify the other Party in writing without undue delay (and in any case within five (5) business days) describing the event, expected duration and mitigation measures, and shall use all reasonable efforts to mitigate and overcome the effects.



3. Deadlines and delivery dates shall be extended by the period of the Force Majeure and the time reasonably required to resume performance. The unaffected Party may request partial deliveries and/or volume allocation.



4. If Force Majeure continues for more than thirty (30) consecutive days, the Parties shall in good faith discuss schedule and volume adjustments. If no solution is reached within ten (10) additional days, either Party may terminate the affected part upon written notice without liability.



5. Payment obligations for Deliverables already received remain unaffected.

23. Data Protection

1. Each Party shall comply with applicable data protection laws, including the EU GDPR and the Swiss Federal Act on Data Protection (revDSG). Where Supplier processes personal data on Buyer’s behalf, Supplier acts as processor and Buyer as controller; the Parties shall conclude a data processing agreement consistent with Article 28 GDPR and the revDSG.



2. Supplier shall process personal data solely on documented instructions from Buyer, implement appropriate technical and organizational measures, keep processing records, and ensure confidentiality and training of personnel.

3. Supplier may engage subprocessors only with Buyer’s prior written authorization and under writtencontracts imposing obligations no less protective than this Section. Supplier shall maintain a current subprocessor list and notify Buyer of changes in advance.



4. For transfers to countries without an adequate level of protection, Supplier shall implement appropriate safeguards, including the EU Standard Contractual Clauses and the Swiss addendum (as applicable), and perform transfer impact assessments.



5. Supplier shall notify Buyer without undue delay (and in any event within 72 hours) after becoming aware of a personal data breach, providing information reasonably required for Buyer to comply with its legal obligations.



6. Supplier shall allow and contribute to audits by Buyer or an independent auditor mandated by Buyer and assist Buyer with data subject requests, DPIAs and consultations with supervisory authorities.



7. Upon termination or on request, Supplier shall return or securely delete all personal data, unless storage is required by law, in which case data shall be blocked.
 

24. Written Form/No Oral Modification

Amendments and supplements to the Contract, including this written form clause, must be made in writing (email is sufficient unless notarization is required by law). No waiver of any right shall be effective unless in writing; failure or delay to exercise a right does not operate as a waiver.