General terms and conditions

Issue April 2025

General Terms & Conditions of Purchase (GTCP) of Stadelmann & Boog AG

1. General Provisions

The following General Terms and Conditions of Purchase apply exclusively to all business transactions between STADELMANN & BOOG AG as the Purchaser and the Supplier as the contractor, unless the order contains deviating provisions. Orders from STADELMANN & BOOG AG must be in writing. If STADELMANN & BOOG AG requests an order confirmation from the Supplier, the contract only becomes effective upon receipt thereof. General terms and conditions of the Supplier are hereby excluded. They shall only become part of the contract if explicitly accepted in writing by STADELMANN & BOOG AG.

2. Subject Matter of the Contract

The type, scope, price, and time of delivery or performance are defined in the order. Deviations require the written consent of STADELMANN & BOOG AG.

Specified design and performance characteristics are considered warranted qualities. Assumed characteristics include fitness for use as well as compliance with standards and regulations of the destination country, or, if not specified in the order, of the country of delivery.

3. Delay

The Supplier is obligated to immediately counteract any impending or recognizable delays and to notify STADELMANN & BOOG AG in writing or via email.

4. Delivery and Transfer of Ownership

Orders are subject to Incoterms 2020. The applicable term is DAP, Sempach Station. Title to the goods transfers at the point at which risk and reward are transferred to the Purchaser.

STADELMANN & BOOG AG reserves the right to reject deliveries with defective packaging, labeling, or documentation, as well as partial, excess, or early deliveries not agreed upon in writing. Alternatively, it may accept them and store them at the Supplier’s risk and expense until proper contractual fulfillment.

The Supplier must deliver the goods in legally or contractually prescribed packaging or, in the absence of such, in a form that ensures the integrity and quality preservation of the goods throughout transport and loading/unloading
.

STADELMANN & BOOG AG may return packaging material for credit.

The Supplier must confirm the order in writing within 3 business days from receipt. If the Supplier accepts the order with changes or submits it late, the contract only becomes valid if the altered or delayed offer is confirmed in writing by the purchaser.

Freight and packaging costs are included in the price but must be shown separately for statistical purposes.

5. Export Control and Customs

For goods, the customs tariff number of the country of origin must be provided. For listed goods, the national export control number and, if applicable, the U.S. re-export control number must also be provided. Preferential certificates of origin and declarations of conformity/markings from the country of origin or destination must be submitted without being requested. Non-preferential certificates of origin must be provided upon request.

6. Terms of Payment

Payment is due 60 days after contractual delivery and invoicing. STADELMANN & BOOG AG reserves the right to withhold payment in case of identified defects.

7. Warranty

The immediate inspection and complaint obligation under Art. 201 of the Swiss Code of Obligations is waived. STADELMANN & BOOG AG may raise complaints during the entire warranty period. The warranty period is 24 months from delivery; for replaced or repaired parts, it restarts upon their delivery. The warranty includes factual or legal defects as well as the absence of warranted or assumed characteristics.

8. Right of Use for Standard Software

The Supplier grants STADELMANN & BOOG AG a non-exclusive, transferable right to use the standard software contained in the order for its intended purpose. The Supplier guarantees that it possesses the necessary usage and distribution rights and indemnifies STADELMANN & BOOG AG from third-party claims arising from the infringement of such rights. STADELMANN & BOOG AG may create software copies for backup and archiving purposes.

9. Liability

The Supplier shall indemnify and hold STADELMANN & BOOG AG harmless from all third-party claims related to product liability, environmental protection, and intellectual property rights related to the delivery or performance. STADELMANN & BOOG AG will promptly inform the Supplier of any substantiated claims made against it.

10. Insurance and Work Permits

The Supplier must obtain adequate insurance coverage for any personal or property damage caused by themselves or their employees.

Machines, equipment, etc., temporarily provided by STADELMANN & BOOG AG are insured by it against standard risks. Any further liability for loss or damage of the provided items is excluded to the extent permitted by law.

11. Copyright and Confidentiality

Each party commits to maintaining confidentiality regarding know-how and other confidential information disclosed by the other party, unless such information is already public or lawfully known to the Supplier without confidentiality obligation. This obligation remains in effect after the business relationship ends. Furthermore, the Supplier may not disclose the existence of a business relationship with STADELMANN & BOOG AG without prior written consent.

All rights to documents such as plans, drawings, technical documentation, software, etc., provided by STADELMANN & BOOG AG for offer preparation or order execution remain with STADELMANN & BOOG AG.
The Supplier may only use the documents and all related information for the aforementioned purposes; furthermore, without the prior written consent of STADELMANN & BOOG AG, the Supplier shall not be entitled to manufacture products for third parties on the basis of such documents and information or to copy, reproduce or make such documents and information accessible to third parties in whole or in part in any way.

12. Data Protection

The Supplier ensures data protection through appropriate measures and complies with applicable data protection laws, including the Swiss Data Protection Act (DSG) and the EU General Data Protection Regulation (GDPR), if applicable. He agrees that STADELMANN & BOOG AG may process personal data and use it to process orders and maintain business relationships and may disclose it to third parties in Switzerland and abroad.

13. Ethical Business Conduct

The Supplier warrants that it will not directly or indirectly make any payments, gifts, or other promises The Supplier shall not, and shall have no knowledge of any other person doing so, make any bribery, corruption or other misconduct towards its customers, public officials or employees / bodies of STADELMANN & BOOG AG or third parties in violation of applicable law (including the U.S. Foreign Corrupt Practices Act). The Supplier shall comply with all applicable laws, rules and regulations regarding bribery and corruption.

The material breach of any provision of this section on ethical conduct shall entitle STADELMANN & BOOG AG to terminate this Agreement with immediate effect. Further rights and claims of STADELMANN & BOOG AG shall remain unaffected.

The Supplier is obliged to indemnify STADELMANN & BOOG AG against all obligations, liabilities and costs/expenses to which STADELMANN & BOOG AG is exposed as a result of a breach of an obligation under this section or due to the termination of this contract.

14. Force Majeure

The contractual parties shall not be liable for non-fulfillment of contractual obligations due to force majeure. Force majeure shall be understood to mean unforeseeable circumstances occurring after conclusion of the contract that are beyond the control of the contracting parties.
The contractual partner who invokes force majeure is obliged to inform the other party immediately of the occurrence and probable duration of such circumstances. Otherwise, he may not invoke force majeure.

15. Jurisdiction and Applicable Law

The legal relationship between STADELMANN & BOOG AG and the Supplier is governed by Swiss law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from the legal relationship between STADELMANN & BOOG AG and the Supplier shall be the registered office of STADELMANN & BOOG AG, currently Sempach Station, Switzerland. STADELMANN & BOOG AG shall, however, also be entitled to take legal action against the Supplier at its registered office and place of residence.

Issue April 2025
Riet Schlegel