General Terms and Conditions of Purchase for Procurement (GPC)


​​​​​​​ACTEGA Schmid Rhyner AG, Soodring 29, 8134 Adliswil (hereafter referred to as ACTEGA SCHMID RHYNER AG)

1 General

1.1 These GPC apply to the procurement activities of ACTEGA SCHMID RHYNER AG with respect to its suppliers (hereafter referred to as SUPPLIERS).

1.2 The GPC of ACTEGA SCHMID RHYNER AG apply exclusively. Conditions which conflict with, deviate from or supplement these GPC shall require the written agreement of ACTEGA SCHMID RHYNER AG. These GPC shall also apply if ACTEGA SCHMID RHYNER AG unconditionally accepts the SUPPLIER's delivery in the knowledge that the SUPPLIER's terms and conditions conflict with or deviate from our GPC.

1.3 All agreements and legally relevant declarations of the contracting parties must be made in writing in order to be valid.

2 Offers

2.1 Offers and cost estimates of the SUPPLIER are to be submitted in a form which is binding and free of charges, unless otherwise agreed in writing.

2.2 The SUPPLIER shall prepare the offer in accordance with the descriptions and aims stated in the inquiry from ACTEGA SCHMID RHYNER AG. In the event of deviations, the SUPPLIER is obliged to explicitly refer to these.

2.3 If the SUPPLIER does not specify any other deadline in its offer, this shall be binding for 60 days.

2.4 The offer must include a binding delivery period.

3 Orders

3.1 Orders shall be submitted in writing and shall be binding. Any objections on the part of the SUPPLIER must be notified to ACTEGA SCHMID RHYNER AG in writing within two working days. ACTEGA SCHMID RHYNER AG must be notified of a

3.2 binding delivery date within this period. If the SUPPLIER does not specify a binding delivery date in its order confirmation, the delivery date specified by ACTGA SCHMID RHYNER AG in the order shall be binding.

3.3 If an order is placed without a specific price or guide price, ACTEGA SCHMID RHYNER AG reserves the right to approve the price after receipt of the order confirmation or invoice.

4 Prices

4.1 Unless otherwise agreed in writing, the agreed prices are deemed to be fixed prices. They include all ancillary costs such as packaging or loading. All costs associated with transport, such as insurance, customs duties, fees and taxes, shall be in accordance with Incoterms 2010, DDP ACTEGA SCHMID RHYNER AG Adliswil, subject to deviating written agreements. The specified prices include value-added tax at the rate currently in force in each case.

4.2 Subsequent price increases shall only be permitted with the written agreement of ACTEGA SCHMID RHYNER AG, even if the price increase is attributable to a change in the order by ACTEGA SCHMID RHYNER AG.

4.3 At the request of ACTEGA SCHMID RHYNER AG, the SUPPLIER is obliged to disclose the costing of the main order as well as the supplementary offers.

5 Documents or Obligations of the SUPPLIER

5.1 Obligation to maintain confidentiality: Any documents made available by ACTEGA SCHMID RHYNER AG, such as drawings, models and samples, shall remain the property of ACTEGA SCHMID RHYNER AG. These shall only be used by the SUPPLIER in connection with the execution of orders placed by ACTEGA SCHMID RHYNER AG and exclusively in the interests of ACTEGA SCHMID RHYNER AG. Without the express written agreement of ACTEGA SCHMID RHYNER AG, such documents may not be disclosed to third parties in any form or used for the production of goods for third parties.

5.2 The obligation to maintain secrecy shall also apply after the execution or termination of the respective contract with ACTEGA SCHMID RHYNER AG. This shall expire when and insofar as the knowledge contained in the documents and information has become generally known.

5.3 The SUPPLIER is obliged to perform the contract carefully in accordance with the state of the art in each case. The SUPPLIER must comply with all national and local legal regulations and official requirements, as well as the regulations at the place of performance.

6 Composition, Manufacturing Process and Production Sites

6.1 All changes to the product purchased by ACTEGA SCHMID RHYNER AG must be reported to ACTEGA SCHMID RHYNER AG immediately. This relates to the direct recipe as well as the production method and production locations.

6.2 The specifications of the data specified in the Certificate of Analysis must be complied with. Changes to the target values, tests and test methods in the Certificate of Analysis may not be carried out without the agreement of ACTEGA SCHMID RHYNER AG.

6.3 The SUPPLIER must ensure that during its quality inspection and in the Certificate of Analysis meaningful test methods, adapted to the product and the foreseeable or known application, are applied.

6.4 In the case of regular deliveries, ACTEGA SCHMID RHYNER AG may rely on the fact that the processability and properties of the delivered products are constant. If the product does not correspond to the usual properties or processability, this shall be deemed a defect, even if this is not apparent in the Certificate of Analysis.

7 Delivery Dates / Delay in Delivery

7.1 The SUPPLIER shall provide a full warranty to the effect that the delivery dates agreed in each individual case will be met. Upon the expiration of the delivery dates, the SUPPLIER shall automatically be deemed to be in default.

7.2 The SUPPLIER is obliged to inform ACTEGA SCHMID RHYNER AG immediately if it becomes apparent that delivery dates will be exceeded and to submit a plan concerning how such overdue delivery dates can be prevented or reduced.

7.3 In the event that delivery dates are exceeded, the SUPPLIER shall be liable to ACTEGA SCHMID RHYNER AG for all direct and indirect damages which are incurred by ACTEGA Schmid Rhyner AG that result from the delayed delivery.

7.4 In the event of delays in delivery, ACTEGA SCHMID RHYNER AG is entitled to impose a contractual penalty of 5 (five) % the respective order value for each full week of the delay in delivery. The contractual penalty shall be set off the damage due to delay in performance for which compensation is to be paid by the SUPPLIER. ACTEGA SCHMID RHYNER AG reserves the right to assert further claims or rights.

7.5 If the SUPPLIER is in default, ACTEGA SCHMID RHYNER AG shall also be entitled to set a reasonable deadline for subsequent performance and, after this has expired unsuccessfully, to continue to insist on performance in addition to any contractual penalties and damages due to delay, or instead to waive subsequent performance and either demand compensation for the damage incurred as a result of non-performance or withdraw from the in whole or in part.

7.6 Acceptance of the delayed delivery shall not constitute a waiver on the part of ACTEGA SCHMID RHYNER AG with to its claims.

8 Delivery, Documents, Transfer of Risk, Default of Acceptance

8.1 The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the contents of the delivery (article number and quantity), the legally prescribed details for goods with preferential treatment, the information on the origin of the goods according to customs law and the order identifier of ACTEGA SCHMID RHYNER AG (date and order number). Furthermore, a Certificate of Analysis must be enclosed with each delivery. If the delivery note or the Certificate of Analysis is missing or one of the documents is incomplete, ACTEGA SCHMID RHYNER AG shall not be responsible for any resulting delays in processing or payment. The Certificate of Analysis can be sent electronically in advance to PFQuali.ACTEGA.SchmidRhyner@altana.com.

8.2 The SUPPLIER shall be liable for damage and other consequences incurred by ACTEGA SCHMID RHYNER AG as a result of the SUPPLIER's failure to submit the required certificates, declarations and classifications in a proper or timely manner or if the SUPPLIER is at fault.

8.3 The ownership of, as well as the use and risk associated with the goods and work results, shall pass to ACTEGA SCHMID RHYNER AG at the time of acceptance of the goods. Retention of title by the SUPPLIER is excluded.

9 Payments

9.1 Payments shall be effected in the amount of 3% 14 days, 60 days net after invoicing. Alternative terms of payment must be stipulated in writing by the contracting parties.

9.2 The place of performance for payments is the location of ACTEGA SCHMID RHYNER AG.

10 Warranty and Liability

10.1 The SUPPLIER warrants that the products it delivers are free from manufacturing and material defects.

10.2 ACTEGA SCHMID RHYNER AG shall inspect the delivered products upon receipt only if needed. Otherwise, the quality quantity checks shall only be carried out at a later time. If the products are defective, ACTEGA SCHMID RHYNER AG may demand a replacement delivery during the warranty period of two years from the time of delivery or rectification of the defect by the SUPPLIER. ACTEGA SCHMID RHYNER AG may reject the entire delivery if random samples show defects. The SUPPLIER hereby waives the defence of the late notice of defects.

10.3 If a defect within the meaning of Article 10.2 is not remedied within a reasonable period by a replacement delivery or elimination of the defect by the SUPPLIER, ACTEGA SCHMID RHYNER AG may demand a reduction of the purchase price or rescission of the contract. ACTEGA SCHMID RHYNER AG reserves the right to submit claims for damages in any case.

10.4 The warranty and liability of the SUPPLIER does not cover damages for which the SUPPLIER is not responsable.

10.5 If individuals are injured, third-party property damaged or further damage caused as a result of actions or omissions on the part of the SUPPLIER and for this reason ACTEGA SCHMID RHYNER AG is held responsible, ACTEGA SCHMID RHYNER AG shall be entitled to a right of recourse against the SUPPLIER.

10.6 ACTEGA SCHMID RHYNER AG shall be entitled to the statutory warranty claims for notified defects. In all cases ACTEGA SCHMID RHYNER AG may demand from the SUPPLIER that the SUPPLIER immediately return the items to the which conforms with the contract at its own expense (at the option of ACTEGA SCHMID RHYNER AG either by repair or by the delivery of goods in the agreed condition); if the SUPPLIER does not comply with this request or is not in a position to comply with it, ACTEGA SCHMID RHYNER AG shall be entitled to waive performance and claim damages to the extent of the positive or negative contractual interest. In urgent cases, ACTEGA SCHMID RHYNER AG shall be entitled, upon notification to the SUPPLIER and at the SUPPLIER's expense, to restore the goods to the condition stipulated in the contract itself or through third parties (substitute performance). In the event of defective partial deliveries, ACTEGA SCHMID RHYNER AG may declare rescission of the contract, withdrawal from the contract or substitute performance – also with reference to the other partial deliveries.

10.7 The SUPPLIER must have business liability insurance with an appropriate coverage amount. ACTEGA SCHMID RHYNER AG may demand the confirmation of such insurance.

11 Force Majeure or Act of God

11.1 In the event of "force majeure", in particular in the event of a shortage of raw materials and/or energy, war, fire, damage or disruptions to operations at the companies, official measures, disruptions to the transport routes as a of environmental influences, industrial disputes, etc., the contractual partner affected shall be released from its contractual obligations without the other contractual partner being able to derive any compensation claims from this.

11.2 The SUPPLIER must be able to prove the force majeure event to a sufficient extent in writing. In case of doubt, ACTEGA SCHMID RHYNER AG may have this checked by an independent third party. If this third party not confirm the force majeure event, the obligations of the SUPPLIER shall take effect retroactively once more and the costs for the check borne by the SUPPLIER. If the third party confirms the force majeure event, ACTEGA SCHMID RHYNER AG shall bear the costs of the check.

12 Problematic or Unregistered Substances

12.1 The SUPPLIER shall ensure that all substances used which fall under the EU Chemicals Regulation REACH (EC 1907/2006) are registered or approved by the SUPPLIER or its Only Representative in accordance with this Regulation and taking into account the contractual use of the substances. This also applies to SUPPLIERS outside the EU. At the request of ACTEGA SCHMID RHYNER AG, the SUPPLIER shall provide appropriate proof of the fulfilment of this obligation. Safety data sheets must be kept up-to-date and electronically available, or delivered automatically when a product is first delivered.

12.2 If ACTEGA SCHMID RHYNER AG requests non-REACH-registered goods exclusively and in writing, the SUPPLIER may also supply ACTEGA SCHMID RHYNER AG with non-REACH-registered goods.

13 Intellectual Property Rights, Confidentiality, Data Protection, Third-Party Rights

13.1 The SUPPLIER shall be liable for ensuring that its contractual performance does not infringe any patents, copyrights, trademark rights or other protective or other rights of third parties. If a third party asserts claims due to an infringement of its rights, the SUPPLIER shall be obliged to indemnify ACTEGA SCHMID RHYNER AG against such claims.

13.2 The parties shall maintain secrecy with respect to all confidential information to which they have access in connection with this contract. This does not apply to information which is publicly accessible or becomes so without a breach of contract or which was already in the possession of the other party before its transmission.

13.3 The SUPPLIER to inform ACTEGA SCHMID RHYNER AG immediately in writing of any infringement risks and alleged cases of infringement of which it becomes aware. At the request of ACTEGA SCHMID RHYNER AG, the SUPPLIER is obliged – at its own expense – to notify ACTEGA SCHMID RHYNER AG of the use of its own and licensed published and unpublished industrial property rights and applications for industrial property rights to the goods.

13.4 Each party shall comply with all applicable provisions of data protection laws with respect to personal data which is received from the other party.

13.5 The parties shall ensure that their employees and third parties called in by them also comply with the provisions relating to secrecy and data protection. ACTEGA SCHMID RHYNER AG may at any time request the employees of the SUPPLIER and any third parties called in by the SUPPLIER to sign a written non-disclosure agreement.

13.6 The aforementioned confidentiality and data protection obligations shall continue to apply without restriction even after the termination of this contract and for as long as legally permissible.

13.7 The business relationship, as well as all offers, sales prices, quantities and purchased products, shall be deemed confidential.

14 Code of Conduct for SUPPLIERS

14.1 ACTEGA SCHMID RHYNER AG is committed to the principles of ethics, integrity and compliance with the law. The ACTEGA SCHMID RHYNER AG Code of Conduct and Conduct Guidelines are a mandatory requirement for all employees. ACTEGA SCHMID RHYNER AG also expects its SUPPLIERS to act with integrity and in a law-abiding, ethical manner that complies with the following minimum standards. The SUPPLIER is obliged to comply with the rules of behaviour set out in the Code of Conduct of ALTANA (the parent company of ACTEGA SCHMID RHYNER AG). ACTEGA SCHMID RHYNER AG calls upon its SUPPLIERS to enforce compliance with the minimum standards among its SUPPLIERS and subcontractors as well. The Code of Conduct of ALTANA is available on the Internet at https://www.altana.com/company/corporate-guidelines-/-compliance-altana-ag.html.

14.2 Fight against corruption The SUPPLIER actively and consistently counteracts any criminal or unethical influencing of decisions of ACTEGA SCHMID RHYNER AG or other companies and institutions and takes action against bribery and corruption in its own company.

14.3 Combating prohibited agreements The SUPPLIER does not participate in any illegal agreements restricting competition and attempts to combat prohibited cartels.

14.4 Combating of illegal employment and undeclared work The SUPPLIER must observe the relevant statutory regulations on the employment of workers and take action against illegal employment and undeclared work.

14.5 Respect for the fundamental rights of employees The SUPPLIER respects the health, safety and personal rights of its employees and is committed to the principles of respectful, fair and non-discriminatory treatment. The SUPPLIER shall employ and remunerate its employees on the basis of fair and lawful contracts.

14.6 Respect for the environment The SUPPLIER shall observe the relevant legal environmental standards and minimise environmental pollution.

14.7 The SUPPLIER is required to report its own infringements of the Code of Conduct, insofar as these affect the business relationship with ACTEGA SCHMID RHYNER AG, as well as any findings relating to misconduct by employees of ACTEGA SCHMID RHYNER AG.

14.8 The SUPPLIER is obliged to actively clarify suspicious cases and to cooperate unconditionally with ACTEGA SCHMID RHYNER AG in such clarification.

14.9 If there are reasonable grounds to suspect a breach of the Code of Conduct by the SUPPLIER or if the SUPPLIER in a suspicious case does not sufficiently comply with its obligation to inform and cooperate, ACTEGA SCHMID RHYNER AG may terminate the business relationship with the SUPPLIER with immediate effect on the of the existing contractual or statutory rights. ACTEGA SCHMID RHYNER AG reserves the right to take further legal action, in particular the submission of claims for damages, in the event of a breach of the Code of Conduct.

14.10 ACTEGA SCHMID RHYNER AG may update the Code of Conduct from time to time in an appropriate manner and expects the SUPPLIER to accept such changes.

15 Applicable Law and Place of Jurisdiction

15.1 The contractual relationship between ACTEGA SCHMID RHYNER AG and the SUPPLIER shall be governed by substantive Swiss law, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention). The conflict of law rules of the Federal Act on Private International Law (IPRG) are excluded.

15.2 Any disputes arising in connection with the contractual relationship between ACTEGA SCHMID RHYNER AG and the SUPPLIER shall be settled by the ordinary Swiss courts with their place of jurisdiction in Adliswil, ZH, Switzerland.

15.3 Insofar as individual provisions of these GPC are or become invalid, this shall not affect the validity of the remaining provisions.

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