General Terms and Conditions of Purchase

Our ''General Terms and Conditions of Purchase (GTCP)'' apply exclusively to companies, legal entities under public law or special funds under public law.

The contractual basis is exclusively our GPC, even if the seller's written order confirmation contains different terms and conditions of sale.

Offers and consultations by the seller are non-binding and free of charge for us. The seller is obliged to obtain sufficient information about details that influence the execution of the object of the inquiry or order.

1. placing of order

Orders are only legally valid if they have been issued on our order papers and signed by the company or agreed in a delivery contract.
Verbal, telephone, telex or electronic orders require our written order confirmation to be valid, unless our fax or electronically transmitted order contains the passage that no written order follows.
Amendments or supplements require a written agreement.

2. prizes

The prices are fixed prices and apply DDP including packaging, preservation, delivered free to destination, uninsured, in accordance with the latest version of Incoterms, unless otherwise agreed in the order or in the contract
If prices and conditions are not already stipulated in our order, the contract shall only come into effect when a written agreement on the prices has been reached or we expressly declare that the usual remuneration (Section 632 (2) BGB) is to be regarded as agreed.
The Seller is aware that we make the agreed prices the basis of our price calculation. Taking into account our resulting interest in price consistency, the Seller undertakes to also execute follow-up orders at the agreed prices. Only if a significant change in order-related costs (e.g. wages, transportation materials, energy) has occurred can the seller demand an adjustment of the agreed prices in accordance with the influence of these cost factors. We shall determine the type and scope of the adjustment at our reasonable discretion (§ 315 BGB)v

3. delivery date

If the seller realizes that the agreed deadlines cannot be met, he must inform us immediately. The obligation to meet the agreed deadlines remains unaffected.
If the seller is in default, we shall be entitled to deduct a default penalty of 0.2% up to a maximum of 5% of the value of the total order for each calendar day that the delivery date is exceeded or to demand compensation for the specific damage caused to us by the delay. If we initially claim the aforementioned lump-sum default penalty, this shall not prevent us from demanding compensation for the specific damage caused by the delay, against which the default penalty shall be offset. The default penalty shall not be deemed waived if the delivery has been accepted and/or paid for either in whole or in part without reservation.
In the event of delivery before the prescribed delivery date, which may only take place with our consent, the deadlines linked to this shall only commence on the originally agreed date.
If it is impossible to meet the delivery date due to force majeure or by our subsequent order, the seller must notify us of this immediately in writing. In this case, we shall decide at our reasonable discretion (§ 315 BGB) whether and by what period the delivery period shall be extended.
Only such unavoidable circumstances that were not foreseeable when the contract was concluded, such as acts of war and natural disasters, are to be regarded as force majeure. Force majeure circumstances do not include, for example, strikes, production errors, casting rejects, supply bottlenecks or delays on the part of the seller's suppliers.

4. shipping instructions

The delivery and shipping instructions specified by us as well as the material specifications for packaging must be observed. Packaging shall be limited to the extent necessary to protect the goods and may only consist of environmentally compatible and recyclable materials. Unless otherwise agreed, packaging shall be taken back free of charge. Costs incurred by us due to non-compliance with the delivery, shipping and packaging regulations shall be borne by the seller.

5. handover/acceptance

The Seller is aware that we cannot inspect the delivery item for defects, type and quantity immediately upon handover or acceptance. The Seller therefore waives compliance by us with the direct obligation to inspect and give notice of defects within the meaning of §§ 377, 378 HGB (German Commercial Code) and grants us a period of up to 4 weeks after discovery of such defects during installation of the delivery item.
The Seller shall grant us the possibility of a preliminary inspection of the delivery item at the Seller's plant. The performance of such inspections shall not constitute acceptance. If these inspections incur costs, these shall be borne by the Seller, with the exception of our personal costs and/or the personal costs of third parties. In the event of repetitions for which the seller is responsible, all resulting costs shall be borne by the seller.
If the delivery item is installed in a system to be supplied by us to a third party, the liability for material defects and warranty (in accordance with clause 7) shall commence upon acceptance of the entire system at the third party's plant.
Each delivery must be accompanied by a delivery bill stating our order number, item number and, if applicable, part number.

6. liability for material defects and warranty

If the purchased item or work performance is defective, the seller shall be liable for this primarily in accordance with the agreements made, and otherwise in accordance with the statutory provisions of the law on sales or contracts for work and services as well as the commercial practice applicable at our registered office and the safety regulations, official requirements and any relevant guidelines of the trade associations applicable there. The warranty period shall be 24 months after acceptance of the entire system at the third party's plant. Notwithstanding § 635 BGB, we have the right to choose whether to demand rectification of the defect or delivery of a defect-free item as subsequent performance. In urgent cases, we shall have the right, at our discretion, to rectify the defect ourselves or have it rectified by a third party at the seller's expense or to procure a replacement. In the event of replacement or repair, the full warranty period shall commence at the time of recommissioning
The Seller undertakes to supply replacement and wearing parts for the delivery item for up to 10 years from delivery at standard market prices and delivery times.
By accepting the order, the seller expressly guarantees that no rights, in particular no third-party property rights, are attached to the delivery item. In addition, he shall indemnify us against claims by third parties if third party rights are nevertheless asserted and shall compensate us for any damage arising therefrom. In the event that the infringement of third party industrial property rights is established, the seller shall also assume the obligation either to settle the claims of the patent holder or to modify the delivery item at his own expense, free of charge to the receiving plant, in such a way that the infringement of the industrial property rights is eliminated without impairing the originally agreed goods, services and performance guarantees. The seller's further statutory liability shall remain unaffected.
The seller shall also be liable for any other guarantees assumed in accordance with the statutory provisions.

7 Cancellation/suspension

Cancellation

We have the right to cancel the order in whole or in part, even if the seller is not at fault. In such a case, we shall be obliged to pay the Seller the contract price in proportion to the deliveries and services already handed over and also to reimburse the proven direct costs of deliveries and services in progress or the cancellation of subcontracts. The seller is obliged to make every effort to minimize the costs to be reimbursed by us after the declaration of withdrawal. Further claims, irrespective of the legal grounds, are excluded.

Suspension (interruption of contract performance)

We have the right to demand that the seller suspend the further execution of the order at any time. In such a case, the seller must inform us of the resulting consequences and offer us an economically best possible change to the schedule in the context of the project. The seller shall not make any claims arising from suspensions of up to a maximum of 6 months.

8. payment

Unless otherwise agreed, payments shall be made net within 60 days of delivery and receipt of invoice. If the agreed documentation and/or certificates are not available on the payment date, the delivery shall be deemed not to have been fulfilled and payment shall only be made once the outstanding documents are available.
We may assert a right of retention in respect of all claims to which we are entitled against the seller - irrespective of the legal grounds - even if these claims are not yet due.
Unless otherwise agreed in the order, assignments and/or reservations of title by the seller shall not be recognized.

9. order documents

The information in our inquiries or orders, the enclosed drawings and drafts as well as samples, models, printing plates and other aids provided by us shall remain our property and may not be used for any other purpose without our written consent; they must be returned with the offers or after completion of the order without special request.
All drawings, calculations and other documents to be supplied by the purchaser, in particular technical documents, shall become our property and may also be used for the purpose of spare parts stocking without special permission,
and modifications and passed on to third parties. The copyright is not affected by this.
The use of the order for advertising purposes, including specialist publications, is only permitted with our written consent. In the case of complete systems for which the seller provides essential parts, he is not entitled to name these systems as his reference.
The order and all information, documents, etc. relating to it must be treated confidentially as our business secret and must not be made accessible to third parties. The seller is obliged to pay a contractual penalty of 5% of the order value for each case of infringement. In addition, we are entitled to demand compensation for the damage incurred by us, against which the above contractual penalty is to be offset.
Supplements with technical or commercial content attached to the order form an integral part of the order.
In the event of contradictions in the order documents and our GPCs, the following order of precedence shall apply
- Text of the order including its enclosures
- Our ''General Terms and Conditions of Purchase'' (GTCP).

10 Place of performance, partial invalidity, place of jurisdiction, applicable law

The place of performance for deliveries and services is the place of destination, for payments the registered office of NBS AG
In the event that individual contractual provisions are invalid, the remaining provisions shall remain binding.
The place of jurisdiction is Kriens. However, we may sue the seller at his general place of jurisdiction.
Swiss law applies. The contractual relationship is governed by the provisions of the Swiss Civil Code (ZGB) and the Swiss Code of Obligations (OR). The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11. general

Materials provided by us shall be stored by the seller free of charge until they are used; they shall remain our property and may not be used for any other purpose. They must be clearly marked as the property of NBS AG and stored separately. This retention of title shall also apply in the event of processing or treatment. The seller's warranty obligation for its scope of delivery as well as the entire construction and functionality shall not be affected by our provision of materials.
If essential parts of the purchased item or the work are supplied by subcontractors, the seller must inform us of this in advance and have it approved by us.
We and/or our customers and/or third parties commissioned by us have the right to check the processing and/or production status of the order at any time during normal business hours.
Our GPC apply to purchase contracts, contracts for work and services and all other supply contracts. Insofar as the above refers to the seller, this shall also include the contractor, works supplier or other supplier.
The buyer reserves the right to store the ordered goods at the seller's premises free of charge for a maximum period of six months.
When procuring energy services, products and equipment that have or may have an impact on the significant use of energy, the buyer reserves the right to evaluate the procurement in whole or in part from an energy-related perspective.
When the buyer requests energy-related services, products or equipment, the seller is obliged to offer alternatives that have a positive effect on the energy consumption of the requested items.