GENERAL TERMS AND CONDITIONS OF PURCHASE

I. Scope of application

These General Terms and Conditions of Purchase (GTCP) apply to all acquisitions of the company L.E.S.S. SA, hereinafter referred to as the buyer. All purchase contracts concluded with suppliers are based on these GTC unless otherwise agreed. Agreements that deviate from these GTCP shall be concluded in writing, either by letter or e-mail.

II. Offers

The supplier will be asked to submit an offer. Offers, advice, demonstrations, technical documents and sample deliveries from the supplier will be made free of charge to the buyer. The supplier shall submit his final offer in writing (letter or e-mail). He shall be bound by his offer for three months after receipt.

III. Orders

Orders from the buyer for amounts exceeding CHF 100.00 are only valid if placed in writing (letter or e-mail). The buyer requests that an order confirmation be sent without delay. The contract is concluded as soon as the order confirmation reaches the buyer. If the confirmation does not reach the buyer within a reasonable period of time, the buyer considers the order to have been rejected and is entitled to conclude the contract with another supplier.

IV. Prices

Unless otherwise agreed, the prices indicated are considered fixed. If the supplier reduces his price list before delivery, the new prices thus reduced shall also apply to current orders, and the agreed price shall be reduced to the same extent. If the order does not contain any prices, or if only indicative prices are indicated, the buyer reserves the right to approve the prices after receipt of the order confirmation.

The price includes all services required for the execution of the agreement in question. In particular, the agreed price includes packaging, transport and insurance costs, disbursements, licence fees and all public taxes, including value added tax. For foreign suppliers, the price includes all delivery commitments in accordance with Incoterms 2020 DDP.

If the buyer is also obliged to carry out assembly of the delivered goods, this is included in the agreed price, unless otherwise agreed.

V. Delivery

Profit and risk pass to the buyer after delivery of the goods to the place of destination. For foreign suppliers, the DDP clause of Incoterms 2020 applies.

The means of transport and routing will be agreed at the time of conclusion of the contract. Transport insurance will only be taken out by the buyer if this has been expressly agreed. The supplier is liable for damage to the goods during transport, if this is the result of insufficient packaging.

All deliveries must be accompanied by a delivery note indicating at least the order number, the reference and the quantity delivered. When mentioned in the order, a certificate of conformity must also be attached to the delivery.

VI. Delay in delivery

If delays in delivery are to be expected, the supplier must inform the buyer as soon as possible. If the agreed delivery period is exceeded without the buyer being notified, the customer is entitled to withdraw from the delivery. If the parties have agreed on immediate delivery without a time limit and if delivery is not made directly, the supplier shall be in default by a reminder from the buyer; a time limit shall then be set for the supplier to perform the contract at a later date. If this deadline is also not met, the buyer shall immediately withdraw from the delivery and rescind the contract or claim damages for non-performance.

The buyer may exercise his right to cancel the order in the event that repeated delays lead to disruptions in the logistics chain and/or charges or expenses such that the maintenance of the contract would no longer be commercially bearable.

Partial deliveries and early deliveries can only take place with the prior consent of the buyer. Additional costs resulting from non-compliance with the instructions given, incomplete or late dispatch of the required transport documents, or defective deliveries shall be borne by the supplier.

VII. Liability and guarantee

The supplier guarantees that the goods have the warranted qualities, that they do not have any defects which could reduce their value or make them unfit for the intended use, and that they meet the prescribed performance and specifications. The goods must meet the requirements of Swiss public law.

If the supplier first has to produce the ordered goods, the buyer is entitled, after having informed the supplier, to carry out quality and deadline audits at the supplier or its subcontractors. Such control measures do not release the supplier from the obligation to perform all services agreed by contract, in particular not to deliver on the agreed terms and to provide the contractual guarantee. If the work is carried out in the buyer’s company, its safety regulations must also be observed.

As a specialist, the supplier must inform the customer of any special dangers in handling, use or storage of the object of the contract as well as any product-specific instructions.

The supplier is responsible for ensuring that the delivery and use of the goods do not violate protected rights or property rights of third parties (patents, samples, models, etc.). If this is not the case, the buyer may claim damages.

The warranty period is at least 12 months from the date of commissioning, but at most 18 months after delivery. If statutory provisions or agreements customary in the industry provide for longer warranty periods, the latter shall apply.

The supplier guarantees the delivery of spare parts to the buyer for at least five years.

VIII. Defects

The buyer will check the delivered goods and report any defects as soon as possible, but without being bound to a given deadline. Hidden defects can be reported even after the goods have been put into operation or used. With regard to the quantity or quality tolerances, the standards of the relevant professional association apply. The buyer is not deemed to waive the right to assert defects in the goods in the event of payment or possible acceptance of the work.

In the event of a defect, the buyer may choose to demand the rectification of the defect at the supplier’s expense, to demand a price reduction corresponding to the loss in value, to withdraw from the contract or to demand replacement of the goods. Replacement delivery may in particular consist of the exchange of the defective parts. In any case, the buyer retains the right to claim damages.

IX. Payment

The agreed payment period starts on the date of receipt of the invoice, but at the earliest on delivery. Unless otherwise agreed, payment shall be made within 30 days of acceptance of the goods. In case of partial delivery, payments will only be made if the parties have expressly agreed in writing.

Advance payment can be agreed in writing if circumstances require it and if the order value exceeds CHF 500; the supplier must also provide all the required guarantees (bank guarantee).

Claims acquired by the supplier on the order may not be assigned or pledged without the prior written consent of the buyer.

X. Human rights and environmental protection

The supplier undertakes to ensure that the supplies/services to be delivered are produced in accordance with the laws, regulations and standards relating to health, safety, environmental protection and labour law in force in each of the States involved in their production. The supplier undertakes to comply with the regulations relating to the prohibition of undeclared work and to hand over to the client, on first request, the documents required by the legal and regulatory provisions certifying that the supplier’s employees are regularly employed. In addition, the supplier shall adopt in the conduct of its business the ethical rules set out in the United Nations International Covenant on Economic, Social and Cultural Rights (Covenant I) and in the United Nations International Covenant on Civil and Political Rights (Covenant II), both of which concern human rights, labour standards, the environment and the fight against corruption. The supplier undertakes to reimburse the client for any direct or indirect amount that may be due to it as a result of non-compliance with the regulations in force, notwithstanding the fact that any breach of this obligation is a cause for automatic termination of the order, the rights being also fully reserved to claim damages to compensate the client for any loss that the client may suffer.

XI. Discretion and data protection

In their relations, the parties shall take into account the legal provisions on data protection. The parties to the contract, respectively their employees, shall treat as confidential all facts concerning this contract which are neither public knowledge nor generally accessible. Confidentiality must be guaranteed already before the conclusion of the contract and remains even after the contractual relationship has ended.

If the supplier intends to mention this contract in his advertising or publication, he must obtain the written consent of the buyer beforehand.

XII. Exceptions to these GTCP

Agreements that deviate from these GTCP shall be concluded in writing. If the supplier submits its own GTCP to the buyer, only those clauses which are in agreement with these GTCP shall apply. All other points must be agreed in writing.

XIII. Revocation and withdrawal from the contract

Each of the parties to the contract may at any time revoke or terminate the order in writing. The services provided up to the dissolution of the contract shall be reimbursed.

The right to claim damages for the cancellation of the contract at an inappropriate time remains reserved. Compensation for lost profit is excluded.

XIV. Language

In the event of any discrepancy in interpretation between these GTCP and the GTCP written in French, the version of the latter shall be deemed authentic.

XV. Applicable law and place of jurisdiction

These GTCP, the contract itself and Swiss law shall be applicable.

The place of jurisdiction is the registered headquarters of the buyer’s company, i.e. Renens.