Orders from Angst+Pfister Sensors and Power AG, Zürich ('purchaser') will be placed at supplier side ('supplier') solely on the basis of the following terms and conditions
1.1 Orders shall obtain validity when given in writing by the purchaser. A written order confirmation should be returned by the supplier without delay. Should a written order confirmation fail to be rendered within a reasonable period of time, then the acceptance of the order shall be deemed to be subject to these present terms and conditions of purchase.
1.2 The order number of the purchaser is without exception to be quoted in all correspondence, consignment and acquaint notes, invoices, bills, transportation documents and other accompanying papers.
1.3 All additional costs and expenditure arising out of the failure to observe the terms and conditions contained in written orders, in particular those referring to despatch and customization, shall be for the account of the supplier.
1.4 Place of performance for delivery purposes is Angst+Pfister Sensors and Power AG, CH-8424 Embrach. Place of performance for payment purposes is Angst+Pfister Sensors and Power AG, Thurgauerstr.66, CH-8052 Zurich.
1.5 The applicable law shall be Swiss Law and any dispute arising out of or in connection with placed orders from the purchaser shall be subject to the exclusive jurisdiction of the court of Zurich, Switzerland.
1.6 Divergences from these present terms and conditions of purchase or any additional stipulations, in particular the general conditions of sale of the supplier, shall only obtain validity when agreed upon in writing.
2. Consignment and delivery periods
2.1 All consignments of goods and merchandise shall be accompanied by a detailed consignment note from the supplier. Such is to include the order number, order position, article description, amount, gross and net weights.
2.2 Partial and advance consignments may only be delivered on reception of our written agreement. Such consignments are to be noted as such on the relative consignment note.
2.3 Consignments are to arrive at the place of delivery indicated in the order on the agreed delivery date. Any delays shall create entitlement to cancel the order and to the assertion of any damage indemnity claims.
2.4 Should the supplier have grounds for the assumption that any consignment suppliable on due delivery date shall in whole or part not be capable of delivery, even in cases of Act of God or force majeure, such situation shall be advised immediately to the purchaser indicating the reasons and the anticipated time period of delay involved.
2.5 The passing of usufruct and perils shall take effect after the arrival of the consignment at the place of performance of the delivery, and/or should an inspection of the consignment be required, then after such having been effected.
3.1 Any restrictions concerning warranty and liability of any nature whatsoever will not be recognised, in particular as regards consequential damage as well as packing and unpacking charges. The purchaser reserves the right to carry out an acceptance check of the goods and merchandise supplied as well as to establish a schedule of deficiencies without being bound to a period of time therefore. The rendering of any payments and the carrying out of an acceptance check shall not be deemed a waiver of asserting deficiency claims.
3.2 The supplier will be advised as quickly as possible on deficiencies ascertained. It is an underlying stipulation hereunder that sorting and any subsequent work in connection with the goods and merchandise shall be carried out at the supplier's premises. Should a return of the goods and merchandise for such purpose be impracticable because of possible delays involved, then such sorting and any subsequent work will be carried out by the purchaser and charged to the supplier. Should such a situation arise, the supplier will in any case be advised thereof in advance. The supplier shall be liable for any regular disposal and/or recycling of deficient products (rejections). Any outlay incurred by the purchaser in this respect will be charged to the supplier.
3.3 The purchaser reserves the right at any time to be able to carry out factory inspections and quality control checks during production or to have such carried out by another.
4. Surplus or deficit supplies
4.1 In principle, the precise agreed amount to be supplied should be delivered.
4.2 In cases of the supply of parts based on technical drawings as well as on addition technical specifications, a surplus and/or deficit amount supplied of plus or minus five percent will be accepted for technical manufacturing reasons provided such shall not have been expressly excluded by the purchaser. Should greater divergences occur, then such shall be advised to the purchaser in advance.
5. Form costs
5.1 By the very act of payment of form costs, the purchaser shall obtain unlimited property rights in the form. Such tools shall remain with the supplier on call and the supplier shall warrant for a technically regular safekeeping thereof in a condition ready for immediate production.
5.2 In case of a termination of production or of a failure to comply with agreed conditions concerning price, quality, finish and supply capacity, the purchaser shall be entitled to take the tool into possession without incurring further costs.
6. Copyright protection, patent and trademark rights
6.1 Patent and trademark rights as well as know how and practical experience knowledge as expressed in technical drawings shall remain the rightful property of the purchaser. It is not permitted to reproduce, exploit or to pass such to third parties without the express approval of the purchaser. Should a contract of purchase not be concluded, or should the purchaser demand the return of such documentation, such shall be immediately surrendered in full.
6.2 The supplier is to regard the order and the work and supplies associated therewith as a business secret and shall treat such confidentially. The supplier shall be liable for damages if failing to observe such stipulation.
6.3 Any technical documentation of the supplier or its subcontractors will be treated confidentially by the purchaser. Such shall remain the intellectual property of the supplier or its subcontractors.
7. Pricing, invoicing and payment
7.1 Any rights reserved to alter prices shall only then become valid when expressly approved by the purchaser.
7.2 Invoices are to be established in triplicate.
7.3 The purchaser will make settlement 30 days with the right to deduct 2 % discount or after 90 days net as deemed fit. Invoices should be in the possession of the purchaser upon delivery otherwise settlement will be correspondingly deferred.
8. Transportation cost and packaging
8.1 Standard delivery terms are set according to the internationally acknowledge Incoterms 'DDP'.
8.2 The purchaser reserves the right to keep any invoiced packaging materials as its rightful property or to return such upon reimbursement.
8.3 Transportation packing, outside and inside packaging are to comply with the current and valid "EC norm directive concerning the avoidance of packaging waste".
8.4 The supplier shall be liable for any transportation damage occurring due to insufficient packing.
9.1 The supplier is responsible for supplying parts in compliance with the following directives:
2011/65/EU (RoHS) and 1907/2006/EU (REACh). Articles containing substances > 0.1% (w/w) listed on the REACH Candidate list must be reported to sensorsandpowerangst-pfister.com according to the regulation http://echa.europa.eu/reach/sia_en.asp
For Candidate list see: http://echa.europa.eu/chem_data/authorisation_process/candidate_list_en.asp
The compliance with the requested guidelines must be confirmed on every delivery note.
10. Origin of Goods
10.1 The origin of the goods has to be declared for each invoice position.