General Terms and Conditions of Purchase
Glutz AG
4502 Solothurn
Schweiz
As of 01/2025
1. Applicability
1.1 The General Terms and Conditions of Purchase (‘GTC’) are an integral part of the contract for all orders placed by Glutz AG. They also apply to any company that is directly or indirectly controlled in any way by Glutz AG, which controls Glutz AG or which is under joint control with Glutz AG (Glutz AG and/or related companies hereinafter: ‘Glutz’). The GTC are deemed to apply unless otherwise agreed in writing.
1.2 The signing of a contract, namely a cooperation and supply agreement, a blanket agreement or individual order, or the actual execution of an order by Glutz, shall be deemed to be the Supplier’s consent to these Terms and Conditions of Purchase. Without express written acknowledgement from Glutz, any general terms and conditions of the Supplier are deemed not to apply.
2. Conclusion of the contract
If a formal written contract is concluded between Glutz and the Supplier, the written form requires either handwritten signatures or a certified electronic signature or a signature with a recognised signature system (e.g. DocuSign).
3. Delivery specifications, delivery conditions and delivery time
3.1 Each consignment must be accompanied by a delivery note stating the exact contents of the consignment. Glutz’s order number and the item number must be stated on all documents associated with an order. Invoices without this information will be returned. Under- and oversupply of the ordered amount will only be accepted by agreement.
3.2 All delivery dates and locations are binding. The time and date of receipt of the goods at the specified delivery address are decisive for compliance with the delivery date or the delivery period. Upon expiry of a delivery date, the Supplier shall automatically be in default and shall compensate Glutz for all resulting damages. Alternatively, Glutz has the option of setting the Supplier a reasonable grace period. In this case, if the grace period is not met, this shall result in default with the aforementioned consequences. Acceptance of a delayed delivery does not constitute a waiver of compensation. Glutz reserves all further legal rights that are deemed to apply without restriction.
3.3 All deliveries are to be DAP (Incoterms 2020) or free domicile (in domestic deliveries) to the agreed place of delivery. Deviations will only be accepted by agreement.
4. Warranty and liability
4.1 The Supplier warrants to Glutz that all products, including their delivery, comply with generally accepted engineering standards and the applicable legal provisions, including, but not limited to, regulations and guidelines issued by public authorities as well as industry standards.
4.2 The Supplier warrants to Glutz that all products are free of defects and that they possess and fulfil the agreed or presumed properties and specifications. The warranty also extends to the parts manufactured by the Supplier’s subcontractors.
4.3 The goods to be delivered must be inspected by the Supplier before shipment. Glutz is under no obligation immediately to inspect the quality and, where appropriate, to report defects. This does not apply to immediately recognisable transport damage or obvious deviations in the delivery quantities, whereby such damage or deviations must be reported to the Supplier by Glutz, if possible, within 10 (ten) working days of receipt of the respective products.
4.4 In the case of (hidden) defects that only become apparent in the course of time, Glutz shall report such defects to the Supplier within a reasonable period of time, usually no more than 30 (thirty) days after the defect and its cause have been discovered.
4.5 The material warranty period for the products is 2 (two) years after acceptance by Glutz at the place of delivery.
4.6 Glutz may, at its own discretion, grant the Supplier a one-time reasonable grace period of no more than 60 (sixty) calendar days to remedy defects or to supply defect-free products (remediation). If the Supplier does not succeed in rectifying the defect within this period, Glutz may either set a new deadline for rectifying the defect or demand replacement delivery of defect-free products or withdraw from the contract by means of a written declaration.
4.7 In addition, the Supplier warrants to Glutz during the statutory warranty period that the product is free from any rights of third parties, including, but not limited to, proprietary rights, intellectual property rights or other proprietary rights. If claims are nevertheless asserted against Glutz by third parties due to or in connection with the purchase or resale or any other use of the products, the Supplier shall indemnify Glutz against all requirements and hold Glutz harmless in every respect.
4.8 With the exception of liability for damages resulting from injury to life, limb and health and to the extent permitted by law, the liability of the Supplier for extraordinary damages, indirect damages, consequential damages, punitive damages or incidental damages of any kind (including loss of contracts, business or goodwill, loss of profits) arising out of or in connection with this Agreement or the delivery relationship shall be limited to a maximum amount (upper limit) per liability case, whereby this maximum amount shall be the higher amount of either CHF 1,000,000.00 (one million Swiss francs) or five times the annual turnover that the Supplier has or has generated with products in connection with this Agreement that exceeds this amount, subject to any insurance coverage. If the Supplier has acted with intent or gross negligence, no limitation shall apply. Annual turnover shall be calculated on the basis of the 12 months preceding the month of the first occurrence of the loss, with an extrapolation to 12 months if the duration of the contract before the occurrence of the loss is less than 12 months.
4.9 In all other respects, the warranty and liability provisions pursuant to the Swiss Code of Obligations and applicable product liability law apply.
5. Availability and production
The Supplier guarantees the availability of the products at the agreed terms and delivery times.
6. Prices and payment terms
6.1 A separate invoice must be issued for each delivery, stating the order number and itemised VAT. In the case of goods delivered, the origin of the goods, the customs tariff number, any preference according to the applicable free trade agreements or the associated proof of origin must be listed in a formally correct manner for each invoice item. Invoices without this information will be rejected.
6.2 Unless otherwise agreed, payments shall be made within 10 days of arrival of the goods at the destination with 3% discount, or 30 days with 2% discount or 60 days net. Payments by Glutz shall be made independently of an inspection of the deliveries upon receipt at the destination. Payments or partial payments 3/5 by Glutz are therefore not recognition of quantity, price or quality. Costs incurred in preparing offers will not be reimbursed without a corresponding written agreement.
6.3 Agreed contributions by Glutz for moulds, models and tools are only due for payment if sample parts by Glutz have been recognised as being in perfect condition.
7. Quality
7.1 The Supplier is technically and from a staffing point of view capable of producing and delivering all the products ordered by Glutz in a sustainable manner, in accordance with the agreements concluded between Glutz and the Supplier and in accordance with the legal requirements. Quality assurance during and after production of the products is carried out in accordance with the ISO 9001 standard and, where appropriate, other applicable standards and regulations in close coordination with the quality assurance department of Glutz.
7.2 The Supplier guarantees the supply of spare parts for at least ten years, calculated from the time of the last delivery of the corresponding products.
7.3 Glutz is entitled to carry out audits on the Supplier or its subcontractors after prior notification.
8. Product liability
8.1 Insofar as the Supplier is responsible for a product defect, they are obliged to indemnify Glutz from thirdparty claims for damages upon first request.
8.2 The Supplier must inform Glutz of all possible errors and potential or actual hazards of its products, including those purchased from Glutz. If Glutz itself has to warn customers or recall its own products due to defects in the goods delivered by the Supplier, the Supplier shall be liable to Glutz for the costs it incurs irrespective of fault.
8.3 The Supplier agrees to take out and maintain product liability insurance with worldwide coverage for personal injury/property damage and for installation and removal costs. The amount of the Supplier’s insurance cover shall not limit Glutz’s claims for damages.
9. Confidentiality and data protection
9.1 The Supplier undertakes to treat all information relating to the business relationship that is neither public nor generally accessible as confidential and not to use it for its own purposes or for other non-contractual purposes. Confidentiality also applies to facts that become known to the Supplier before the conclusion of the contract with Glutz. The duty of confidentiality shall continue to apply even after termination of the contractual relationship. If the Supplier wishes to advertise or publish information relating to this contractual relationship, it requires the prior written consent of Glutz.
9.2 The Supplier is aware that in the performance of the contractual relationship between it and Glutz, it may obtain access to personal data of Glutz and its employees (i.e. information relating to identified or identifiable individuals, such as names, functions or contact details) and business partners. The Supplier is obliged to treat personal data as confidential information and to comply with applicable data protection laws.
10. Documents from Glutz
Drawings, calculations, models, samples and electronic data as well as all other materials made available by Glutz to the Supplier shall remain the legally protected property of Glutz at all times. Without the prior written consent of Glutz, these data, information and materials may not be used on behalf of or disclosed to third parties in any form whatsoever.
11. Tool loans
11.1 Insofar as Glutz, irrespective of the existence of a written loan agreement, lends tools, models, devices and gauges (hereinafter referred to as ‘Loaned Tools’) to the Supplier, the Supplier acknowledges that the ownership of the Loaned Tools, in particular but not exclusively in the event of the Supplier’s bankruptcy, shall remain with Glutz alone and that Glutz shall be granted an unrestricted right of separation.
11.2 The Loaned Tools must be permanently marked by the Supplier with the tool and/or part number as well as the company name of Glutz in a clearly visible place in such a way that they are identifiable as the property of Glutz. The Supplier undertakes to modify the Loaned Tools provided only on the basis of the express instruction of Glutz. Glutz becomes the sole owner of the objects created by the modification.
11.3 The Supplier must store the Loaned Tools carefully and keep them in a usable condition at its own expense. The Supplier may not transfer the Loaned Tools to third parties and is in particular not entitled to rent, sell or otherwise dispose of them. Glutz must be notified immediately of any damage to the Loaned Tools. The Supplier is liable to Glutz without limitation for damage to the Loaned Tools resulting from improper use.
11.4 Glutz accepts no liability for damage of any kind resulting from the improper use of the Loaned Tools. Glutz accepts no liability for third-party damage of any kind that may arise from the use of the Loaned Tools.
12. Force majeure
12.1 The parties are not liable to each other for the breach or non-fulfilment of contractual obligations if this breach or non-fulfilment is due to force majeure. In particular, force majeure includes wars, civil wars, disasters, acts of terrorism, epidemics, pandemics, quarantine, official measures, industrial disputes, fire, power failures and external attacks on IT systems that cannot be prevented with technically and economically justifiable effort based on the state of the art.
12.2 If the disruption is not only temporary, the parties are obliged to seek alternative ways and means to enable the fulfilment of their obligations and, if necessary, adjust their contractual obligations in good faith to the changed circumstances for the duration of the disruption. The original performance obligations must be met again as soon as the disruption no longer exists. If no reasonable solution can be found for both parties, the parties are released from the obligation to fulfil the Agreement.
13. Ethical standards
13.1 The Supplier undertakes to comply with the corporate social responsibility rules, ethical standards and all applicable laws and other applicable regulations (‘Ethical Standards’) in its own operations and in its activities and contractual relationships (including supply chains).
13.2 The Ethical Standards to be complied with by the Supplier and its subcontractors and other contractual partners include in particular (but are not limited to) compliance with human rights, the prevention of forced and child labour, no discrimination against employees, compliance with applicable environmental regulations, and no corruption.
14. Assignment
Without the written consent of Glutz, any assignment of claims arising from the contract concluded with the Supplier is invalid.
15. Applicable law, place of jurisdiction and place of performance
15.1 The contractual relationship with the Supplier is subject to Swiss substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG/Vienna Sales Convention) and all conflict of law provisions.
15.2 All disputes in connection with this Agreement shall be decided exclusively by the ordinary courts in Solothurn, Switzerland, irrespective of their legal basis. Alternatively and at the discretion of Glutz, Glutz shall be entitled to take action against the Supplier at its registered office. The place of performance for deliveries and payments is Solothurn (Switzerland).
