1. scope / conclusion of contract
(1) The following Terms and Conditions of Purchase set forth below shall apply to all commercial transactions.
(2) They apply to all contractual relationships of Industrielack AG (CHE-102.608.354; hereinafter "ILAG"). Any deviating terms and conditions of the supplier shall only be valid for ILAG if and to the extent that ILAG has expressly agreed to them in writing.
(3) Orders from ILAG are only binding if they are placed in writing. Verbal and telephone agreements shall be confirmed by ILAG in writing. This shall also apply to all amendments, supplements, specifications, etc.
(4) The contract shall be concluded upon receipt by ILAG of the order confirmation sent by the supplier within 48 hours.
2. purchasing price
(1) The agreed prices in the agreed periods are fixed prices.
(2) Price changes and reservations in this respect shall only be binding if and to the extent that they have been expressly acknowledged by ILAG in writing.
3. delivery and services of the supplier
(1) The agreed delivery dates are binding. Deliveries made shall only be deemed to have been made in full when the entire contractually agreed goods have actually been received by at ILAG in full (exception: tank goods) and have been approved by ILAG. Unless otherwise agreed in writing, goods shall be shipped without exception as DDP Wangen Incoterms 2020, duty unpaid.
(2) If the supplier is aware of circumstances which lead to a delay or even non-fulfillment of the delivery, the supplier is obliged to inform ILAG immediately in writing. If this results in damage to ILAG, ILAG shall be entitled to claim damages.
(3) If a delivery is made earlier than agreed, ILAG reserves the right to settle the relevant invoice only at the contractually agreed time of payment.
(4) If accelerated transport becomes necessary due to a delayed shipment, the Supplier shall bear the freight and additional costs.
(5) Deliveries and suppliers are subject to our quality management system according to ISO 9001/ IATF 16949. ILAG assess our suppliers accordingly.
(6) The supplier shall comply with all requirements of applicable national and international customs and foreign trade law and procure the necessary import and export licenses. Except where applicable law requires the Purchaser or a third party to apply for the import and export license.
(7) The Supplier shall provide the Purchaser with the following information in writing together with the delivery documents
- Statistical tariff number according to the current goods classification of the foreign trade statistics and the Harmonized System Code;
- Country of origin (non-preferential origin) and, if requested by the Purchaser, supplier's declarations on preferential origin (for European suppliers) or certificates on preferences (for non-European suppliers).
4. changes to the contract
Changes to the main performance (including but not limited to postponements of deadlines, partial cancellations) with regard to quality, quantity, design, weight or other specifications including the performance and fulfillment modalities shall be carried out by the supplier upon our written request. If our request for changes demonstrably affects agreed delivery dates, these effects shall be settled by mutual agreement in an appropriate manner.
5. terms of payment
(1) ILAG payments shall be made irrespective of an inspection of the performance upon its receipt at the place of destination. The payments or partial payments by ILAG therefore do not constitute an acknowledgement of quantity, price and quality. ILAG legal claims in this respect shall therefore remain fully protected even after payment for the service has been made.
(2) Unless otherwise agreed, our payments shall be made net 30 days after receipt of the goods.
(3) All payments shall be made in euros unless otherwise agreed (net profile).
6. rights to services and/ or work under contract
(1) For raw materials which are developed in cooperation between ILAG and the supplier, ILAG shall be entitled to these results (including test and development reports, suggestions, ideas, drafts, designs, proposals, samples, models, drawings and other documents) arising within the scope of an order. ILAG shall receive free of charge, exclusive, irrevocable, transferable and sublicensable rights of use to all contractual services, unlimited in time, place and subject matter. If the supplier engages subcontractors, he shall ensure by means of appropriate contractual agreements that the subcontractors also make the aforementioned results and rights of use available to us. Any use of the contractual services by the supplier or third parties shall require the prior written consent of ILAG.
(2) Insofar as innovations (including, in particular, inventions, technical improvement proposals, know-how, but also other individually intellectual and creative achievements) arise in the course of the performance of the contractual services, the Supplier shall be obliged to inform ILAG thereof and to submit all documents required for the evaluation of the innovations. ILAG alone shall be entitled to file applications for industrial property rights. The supplier shall claim such innovations against its employees in due time and without limitation and shall support us in obtaining the property rights, in particular by submitting the necessary declarations. Should we waive an application for property rights in writing, the supplier shall be entitled to apply for the corresponding property right at its own expense. We shall be entitled to a non-exclusive, gratuitous right of use, unlimited in time, space and content, and transferable, to the property rights subsequently granted to the supplier.
(3) Insofar as industrial property rights of the supplier already exist at the time of conclusion of the contract that are required for the creation or utilization of the contractual services, ILAG shall irrevocably receive a non-exclusive, temporally and geographically unlimited, royalty-free, transferable and sub-licensable right of use to these for the utilization of the contractual services by us or by commissioned third parties. The Supplier shall inform us prior to the start of work which of its industrial property rights may be significant for the contractual services.
(4) ILAG shall be irrevocably entitled to the exclusive, royalty-free and transferable right of use for all known and unknown types of use in respect of performance results that are eligible for copyright. The right of disposal of the Supplier's right to available models, methods, components, etc. brought in or already developed shall remain unaffected. The right of use shall also include the right of commercial exploitation, publication, reproduction and the right of right to pass on to third parties for possible follow-up orders.
7. prohibition of assignment and offsetting
(1) The legal consequences of the creditor's default shall not apply if and to the extent that ILAG is prevented from accepting the delivery item by circumstances which ILAG cannot avert despite reasonable diligence. The Supplier's claim for fulfilment shall be suspended for such time.
(2) The Supplier may assign claims against ILAG only with the written consent of ILAG.
8. reservation of ownership
(1) Documents provided by ILAG (drawings, specifications for manufacturing, testing, delivery etc.) and other operating and auxiliary materials shall remain the property of ILAG and shall be marked accordingly.
(2) The aforementioned documents may not be reproduced or made available to third parties without our express written consent. They may not be used for other purposes and must be returned at ILAG's request.
9. inspection upon receipt of the goods
(1) The supplier shall check the quantity and quality of the service before shipment and indicate this on the delivery documents.
(2) ILAG shall check the quantity, condition of the delivery and goods labeling upon receipt of the goods. The acceptance of goods is subject to a later inspection that confirms suitability in our production process.
(3) Payment of the agreed purchase price shall not constitute recognition that a delivery is free of defects.
10. warranty
(1) The supplier ensures the proper composition of the delivered goods. Compliance with statutory and official regulations, in particular those relating to occupational health and safety, accident prevention and environmental protection. This shall also apply to the sub-suppliers used by you.
(2) ILAG reserves the right to give notice of subsequent defects up to 24 months after delivery. Thus, the immediate obligation to inspect and give notice of defects according to Art. 201 OR is waived.
(3) Reductions of the statutory warranty periods shall not be recognized.
11. rectification, price reduction, conversion
(1) In the case of defective goods, ILAG reserves the right to withhold payment in whole or in part until ILAG has demanded replacement or has bindingly clarified the factual situation with regard to cancellation, reduction and compensation.
(2) The costs in connection with correcting any proven warranty cases, namely the costs for replacement of goods including freight shall be borne by the Supplier.
12. exclusion of further liability
The Supplier shall fully indemnify ILAG with respect to any damage in connection with the performance and shall not hold ILAG liable against any and all claims of third parties; this shall apply irrespective of the legal grounds on which the damage or claims are asserted, e.g. warranty, delay, product liability, infringement of property rights and intellectual property.
13. product or process change
The supplier undertakes to inform ILAG in good time if the supplier or a sub-supplier intends to make product or process changes (including changes to the production site) with regard to products purchased from us.
14. confidentiality and information security
(1) The supplier is obliged to keep secret all information which he receives from ILAG related to the fulfilment of the order or which he otherwise comes to know of and the meaning of the confidentiality of which results from its importance or nature. The supplier shall use such information solely for the purposes for which it was provided to the supplier under the Contract and shall not reproduce or otherwise use the information for its own purposes or for the purposes of third parties or disclose the information to third parties.
Disclosure to third parties" in this sense shall also include disclosure to affiliated companies within the meaning of the German Stock Corporation Act (Aktiengesetz) and to persons or companies involved by the Supplier in the fulfilment of the order.
(2) All information, formulations, techniques, methods, models, designs and instruments provided by us as well as any specifications, photographs, drawings, calculations and other documentation (including offers, work results or expert opinions) provided by ILAG as well as any other commercial or technical information directly or indirectly relating to the use of the contractual services shall be deemed confidential information. They are and shall remain the intellectual property of ILAG and may not be disclosed by the supplier to third parties without the express
third parties only with the express written consent of ILAG.
(3) Subcontractors shall be obligated by the Supplier accordingly.
15. code of conduct for suppliers
The supplier is obliged to comply with the laws of the applicable legal system(s), in particular those of the country of manufacture and destination. The supplier undertakes to comply with the laws, as well as fair competition, the prohibition of corruption and bribery and the observance of human rights in accordance with the ILAG Code of Conduct (https://www.ilag.ch/en/industrielack-ag/code-of- conduct/code-of-conduct.html) and shall endeavor to implement these requirements in the supply chain.
16. sustainability policy in the supply chain
(1) The Supplier undertakes to use resources and raw materials in a sustainable, responsible and careful manner in accordance with the ISO 14001 standard.
(2) The supplier shall in particular endeavor to reduce energy and water consumption as well as greenhouse gases. Furthermore, the supplier shall increasingly rely on renewable energy and suitable recycling/disposal concepts.
(3) The supplier shall endeavor to implement these requirements in the supply chain.
17. place of performance, place of jurisdiction and choice of law
(1) The place of fulfilment for all liabilities arising from the business relationship or from the individual contract is Wangen.
(2) Wangen is agreed as the place of jurisdiction.
(3) Swiss law shall apply exclusively, to the exclusion of the Vienna Sales Convention of April 11, 1980.
(4) ILAG shall also be entitled to assert claims at the court of the supplier's registered office.
18. severability clause
Should individual provisions of these terms and conditions of purchase be invalid, this shall not affect the validity of the remaining provisions. The parties agree that in place of an invalid provision or a contractual loophole, a provision shall be made which comes closest to what they intended or would have intended according to the sense and purpose of the contract.
19. data protection
(1) The contracting party shall comply with the applicable provisions on data protection. He shall be responsible for using personal data of ILAG exclusively within the framework of the applicable data protection and only for the purpose of fulfilling the contract.
(2) If the contracting party processes personal data on behalf of by order of ILAG, it shall only commence with the performance after the parties have concluded a contract in accordance with Art. 28 DSGVO.
(3) ILAG's information on data protection, available at Data Protection - Industrielack AG General Terms and Conditions of Purchase - Industrielack AG (ilag.ch), have been acknowledged by the contractual partner.
Industrielack AG
july 2023
