GENERAL TERMS OF PURCHASE

01.04.2019

1. Scope
The following General Terms of Purchase (hereafter “GTPs”) of CTA AG (hereaf-ter “CTA”) apply to all supplier deliveries and/or services for CTA, unless they are expressly amended or supplemented by a written agreement. When accepting an order placed by CTA, the supplier recognises these GTPs and expressly refrains from asserting any general terms and conditions of its own. Such conditions are on-ly valid if CTA expressly accepts them in writing in advance.

2. Orders
2.1. CTA can place orders verbally, by telephone, or in writing.

2.2. Orders placed by CTA are considered accepted if the supplier does not decline them in writing within two days. When an order is accepted, it should be confirmed in writing immediately, or within five days at the latest. As long as CTA receives no written order confirmation, it can cancel the order concerned at any time without fi-nancial consequences.

2.3. If the order confirmation deviates from the content of the order in essential aspects, especially in terms of order quantity, execution, quality, specifications, price, or binding delivery deadlines, the deviation only applies if CTA approves it in writing. The same applies in the event of any subsequent changes or supplements to an or-der.

2.4. Orders may only be forwarded to subsuppliers and/or subcontractors with the writ-ten consent of CTA. The supplier is liable for the deliveries and services of subsup-pliers and subcontractors as if those deliveries and services were its own.

2.5. CTA can cancel its order at any time after entering into a contract, until the entire delivery is received at the agreed place of delivery or the agreed service is ren-dered in full, in return for reimbursing the supplier for demonstrable direct costs al-ready incurred, and to the exclusion of further compensation. However, the supplier is only entitled to be reimbursed for costs in this way if it can no longer re-sell or use the deliveries or services for some other purpose.

3.  Prices, terms of delivery, terms of payment
3.1. The supplier undertakes to grant CTA at least those prices and terms of payment that it grants to its most favoured customers under similar circumstances.

3.2. Subject to express written arrangements to the contrary, the agreed prices are fixed prices, they apply until completion of the entire delivery and/or service, and they include packaging and all auxiliary costs to the DDP destination (INCO-TERMS 2010), with the destination being the headquarters of CTA unless some other destination has been expressly agreed.

3.3. Supplier invoices are to be given the date on which they are issued, which must not be earlier than the date on which the supplier’s goods are dispatched and/or the supplier’s services are rendered in full. Supplier invoices are payable with a 3% dis-count within 30 days of the invoice date, or without any deductions within 60 days of the invoice date.

3.4. If a delivery or service is defective, CTA is entitled to withhold payment until proper fulfilment.

3.5. CTA’s payment of an invoice does not indicate that it recognises the supplier’s de-liveries and/or services to be complete and/or free from defects.

3.6. The supplier has no right of retention or other rights of lien, and it is not entitled to assign any of its claims against CTA to third parties or offset its claims against CTA against claims by CTA, unless CTA gives its written consent in advance.

4.  Delivery deadlines
4.1. Agreed delivery deadlines are binding. Partial deliveries and early deliveries require the written consent of CTA. If the supplier concludes it will not be able to provide a delivery or render a service on time, it must promptly inform CTA, stating the rea-sons for the delay and how long it expects the delay to be. CTA has the right to withdraw from the contract and demand compensation when it receives such a no-tification, if the delay is associated with unreasonable consequences for CTA. If CTA does not respond to the supplier’s announcement, its silence does not mean that it agrees to extend the delivery deadline and/or that it waives the rights men-tioned in section 4.2.

4.2. If the supplier does not meet an agreed deadline, CTA has the right, at its own dis-cretion, at any time and without setting an additional grace period, to either:

- Forego subsequent delivery and either demand compensation for losses result-ing from non-fulfilment or withdraw from the contract, or

- Insist on delivery and impose a contractual penalty of 2% for each full or partial week of the delay, as from the week following the deadline, and with a maxi-mum penalty of 20%, both percentages being based on the net price of the de-layed delivery or service.

Further rights to compensation are reserved.

5.  Transfer of benefits and risks
The benefits and risks of delivered products transfer to CTA at the moment at which they arrive at their destination. The benefits and risks of rendered services transfer to CTA after they are accepted or, if no acceptance is agreed, when the service is rendered in full and without defects.

6.  Withdrawal from contract
6.1. CTA reserves the right to extend delivery deadlines, reduce order quantities, or completely withdraw from the contract without obligation of compensation in the event of hindrances that CTA cannot avert, despite having exercised due care, es-pecially in the event of significant operational malfunctions, accidents, labour dis-putes, official restrictions, natural disasters and other cases of force majeure.

6.2. If the supplier suspends payments, or if its assets are distressed or enter into insol-vency proceedings, CTA is entitled to immediately sever business relations; this does not give the supplier any right to compensation.

7.  Warranty
7.1. The supplier guarantees that its deliveries and services have no defects that nega-tively impact their value or suitability, that they have the assured characteristics, and that they meet the contractually agreed specifications and relevant statutory requirements (hereinafter generally “absence of defects”, or “defects” in case of the opposite).

7.2. CTA is entitled to bring defect claims for the entire duration of the warranty period. Obligations to inspect the purchased object and notify the seller of defects as de-scribed in Art. 201ff of the Swiss Code of Obligations (CO) and Art. 367ff CO are expressly excluded.

7.3. Payments made by the buyer do not entail a relinquishment of the right to make complaints.

7.4. In case of defects, CTA has the right, at its own discretion and regardless of the significance of the defects, to either:
a) Demand a replacement for the defective deliveries or services that is of im-peccable quality, and have that replacement provided within a reasonable peri-od of time;
b) Demand that the defective deliveries or services be improved;
c) Reduce the price of the deliveries or services in proportion to the reduction in market value brought about by the defect; or
d) Demand rescission (Art. 205ff, 368 CO).

Rights to compensation are reserved in addition in all cases.

7.5. If the supplier does not provide the services demanded as per section 7.4 (a) or (b) within the time period that has been set for it, CTA has the right, at the supplier’s expense, to obtain a replacement from a third party or correct the defects itself or have a third party correct the defects.

7.6. The supplier is liable for consequential losses arising from defects in deliveries or services unless it can prove that it is not culpable.

7.7. The warranty period begins at the time of delivery for all deliveries and at the time of acceptance for all services (or, if no acceptance is agreed, at the time at which all agreed services have been rendered) and ends at the earlier of the following times:
a) When the warranty period granted to the ultimate buyer of the deliveries, or to the ultimate buyer of those products that the deliveries are installed in, expires; or
b) On the sixth anniversary of the delivery or acceptance or, if no acceptance is agreed, of completing the service.

7.8. The supplier’s warranty also covers deliveries made by its subsuppliers and ser-vices rendered by its subcontractors.

7.9. The supplier is responsible for ensuring that no patents or other copyrights of third parties are infringed upon. It is obliged to indemnify CTA and CTA’s customers against all third-party claims arising from an alleged rights infringement and to re-imburse them for expenses associated with defending themselves against those al-leged claims.

8. Intellectual property rights
8.1. If the supplier has created the products to be delivered especially for CTA accord-ing to its own plans or CTA’s plans, the intellectual property rights to such products belong exclusively to CTA. The supplier undertakes to complete all formalities nec-essary for transferring these rights to CTA and registering them. CTA is free to de-cide whether the rights should be registered and which countries they should be registered in.

8.2. The supplier undertakes not to manufacture for itself or third parties, offer and/or sell any products that are the same as or similar to those mentioned in section 8.1, regardless of their legal protectability. For the purpose of this provision, similar products are those that, as a result of their technical design, are intended and/or suited to be used for the same or similar purposes.

8.3. The supplier recognises the trademark rights of CTA. It will not take any steps that could negatively impact those rights.

8.4. The supplier undertakes not to apply CTA’s marks or similar marks to goods of any kind not intended for CTA, nor to use them in any way to advertise, sell or market goods and services of any kind.

9.  Documents, working aids and supplies
9.1. Plans, drawings, designs, tools, etc. that have been handed over to CTA’s supplier to manufacture products, or that have been specially developed or acquired by the supplier in connection with its work for CTA, may not be used for other purposes, passed on to third parties and/or disclosed to third parties without CTA’s express written consent.

9.2. With the exception of tools that the supplier has acquired itself at its own expense, all materials mentioned in section 10.1 are to be returned to CTA upon request at any time, but not later than with the last delivery.

9.3. Components or other aids that we have supplied or handed over to the supplier re-main the property of CTA and may only be used as intended.

10.  Confidentiality
The supplier undertakes to maintain confidentiality regarding products specially de-veloped for CTA or ordered by CTA, regarding the type and scope of mutual busi-ness relations, and regarding CTA’s manufacturing and trade secrets, and not to make any related information accessible to third parties. The supplier will ensure that its staff members and third parties it engages also comply with this duty of con-fidentiality.

This obligation remains in place even after the supplier relationship ends.

11.  Severability clause
If individual provisions of these GTPs are invalid, this does not affect the validity of the remaining provisions. A valid provision whose content most closely approach-es the business purpose of the invalid provision should take the place of the invalid provision.

12.  Applicable law and place of jurisdiction
All legal relations between CTA and the supplier are subject to Swiss substantive law, to the exclusion of conflict rules and international treaties, in particular to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction is the headquarters of CTA. However, CTA can also sue the supplier at the supplier’s headquarters or at any other statutory place of jurisdiction.

Contact

CTA AG
Hunzigenstrasse 2
CH-3110 Münsingen
+41 (0)31 720 10 00
international@cta.ch

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General Terms and Conditions of Business
General Terms of Purchase