General
TermsandConditions of Purchase(GTCP)
1.
Exclusive applicability
1.1 These General Terms andConditions of Purchasing (GCTP)
apply to all contracts for theprocurementof goods
andservices between dormakaba
SchweizAG,
Switzerland(“dormakaba” or “purchaser”), andthe supplier.
1.2 Provisions that deviate fromthese GTCP shall only apply ifagreed in writing.
1.3 The application of the General
Terms and Conditions of sale anddelivery of the supplier isexpressly excluded.
2.
Offer
2.1 By addressing an enquiry thesupplier is requested to make anoffer as a specialist supplier freeof charge. The offer shall beappropriately adjusted to thedescriptions and purposes of thepurchaser and any deviations
shall be expressly indicated; thesupplier acknowledges his duty toinform. Unless the supplier sets atime limit in his offer, the offer
shall be binding for 60 days.
3.
Ordering/Conclusion
ofcontract
3.1 A contract is only concluded
when a written order is placed bydormakaba.
3.2 Where dormakaba orderdeviates from the supplier’s offer,the order shall itself be deemed anoffer. Unless the supplier rejects
this offer by dormakaba in writing
within five working days, thecontract
shallbedeemedconcluded under the terms andconditions of dormakaba offer andthese GTCP.
3.3 Where the conclusion ofcontract is dependent on orderconfirmation by the supplier, thecontract shall only be concluded
and dormakaba shall only bebound if this confirmation does notdeviate from the order.
3.4 Written orders that are call-ups
of goods under an existing mastersupplyagreement
directly
constitute an individual contract ofsaleanddonot
requireacceptance of the order or anorder confirmation by the supplier.
4.
Prices
4.1 Unless otherwise agreed, theprices set are deemed fixed prices
DDPdormakaba(Incoterms2020). They include all ancillarycosts such as packaging, shipping
costs etc..
5.
Deliverydates
andconsequences of delays
5.1 The delivery shall be due atthe place of destination on theagreed delivery date. In cases offixed dates a delay shall
automatically result in default,
unless difficulties are notified at an
early stage and the parties agree
a different solution in writing.
5.2 If a contractual penalty isagreed in the event of latedelivery, this shall be 0.5 per centper day of delay since the start ofthe delay, however, in total not
more than 20 per cent of the priceof the late delivery. Where thesupplier is in default with regard toa part-delivery, the contractual
penalty shall be calculated on thebasis of the price of the entire
goods or services to be suppliedby the supplier, the use of which iscompromised by the delay of thepart-delivery.
5.3 The statutory assumption ofrelinquishment of the delivery incases of default shall not apply.
Instead, the purchaser shall haveall options for the case of default
pursuant to Art. 107 of the Swiss
Code of Obligations (OR).
5.4 In all cases of default on partof the supplier, and irrespective ofany fault on his part, thepurchaser shall have the right tofull compensation for any direct orindirect damage that exceeds apossible contractual penalty.
5.5 The supplier may only plead
failure on part of the purchaser toperform necessary services or
preparatory acts if these services
are specified in the offer and areminder notice is issued by thesupplier in good time.
5.6 Part-deliveries and earlydeliveries shall only be permitted
following agreement in writing.
6.
Transport,
risk-bearing,insurance and packaging
6.1 In the absence of a writtenagreement
tothecontrary
deliveries
shallbeDDP
dormakaba (Incoterms 2020), thisshall also apply correspondingly todomestic business.
6.2 The passing of risk shall takeplace following delivery to theplace of destination.
6.3 The supplier shall bear full
responsibility
forappropriate
packaging. The supplier shall givenotice of any requirement to apply
special care in the removal of
auxiliary constructions etc.
6.4
The
supplier
providesdormakaba with all required
admissions and approvals andshall inform dormakaba on any
applicable
import-/export
regulation or restriction.
7.
Quality assurance, checks
on receipt and notification ofdefects
7.1 The supplier shall undertake
all quality assurance measuresthat are reasonable and agreed
with dormakaba where applicablewith regard to the goods andservices to be supplied. The
purchaser’s quality requirementsor specifications must be compliedwith under all circumstances.
Where the supplier ascertains thatparticular specifications of thepurchaser
areimpossible,incorrect or dangerous he shallimmediately inform dormakaba of
thisfactinwriting.
A
complementary quality assurance
agreement between dormakaba
and the supplier shall apply whereapplicable.
7.2 The supplier shall conductdetailed quality checks prior todelivery
todormakaba.
dormakaba is therefore released
from qualitative checks on receiptof the goods. Checks on receipt of
the goods by dormakaba shall belimited to identity, quantity andexternally discernable transport
damage. Subject to proof to thecontrary, the values determined bydormakaba in the course ofchecks upon receipt of goods areauthoritative with regard toquantity, weight and mass.
7.3 Defects shall be notified inwriting by dormakaba at the latest
within 14 days of their detection.
Warranty claims are preserved if
the notification of defects is issued
before expiry of the warranty. The
supplier waives the plea of late
notification of defects.
8.
Warranty
8.1 As a specialist supplier thesupplier shall guarantee that thedelivered item is free from defects,
that it is suitable for the intended
use and that it possesses allwarranted attributes, complies
withthelegallyprescribed
specifications and capacities andconforms with state-of-the-arttechnology.
Thesupplier
guarantees further that thedelivered item complies with thestatutory and regulatory provisions
at the place of manufacture andthe place of destination (e.g. SEV(AssociationforElectricalEngineering,
PowerandInformation Technologies), SVDB
(Swiss Association for Supervisionof Pressure Vessels), SUVA
(Swiss Accident Insurance Fund).
8.2 The warranty period shall be
24 months from successful putting
into operation, use etc., but no

Subject to alterations without notice / Rev. 5, CH-8620 Wetzikon, 21.11.2022

longer than 30 months fromdelivery.
8.3 If it becomes apparent during
the warranty period that thedelivery, or parts thereof, does notcomplywiththewarranty
provisions in Art. 8.1 the suppliershall, at the purchaser's choice,without delay and at his own cost
remove the defects on site, or
have the defects removed on site,
orprovideandinstall
areplacement free of charge.
Where complete repair cannot beexpected with a time period
convenient to the purchaser thepurchaser may himself remove thedefects, or have the defects
removed,orprocureareplacement, at the cost and riskof the supplier.
The supplier shall bear all costs
related to transport, exchange,installation
andanytravelexpenses for warranty works.
8.4 The supplier shall be liable forsubcontractors to the same extent
as for his own performance oromissions.
8.5 The same terms andconditions of warranty shall apply
to replacement deliveries andrectifications of defects. Theirwarranty period shall begin at theirdelivery.
8.6 In cases of warranty claims,
the supplier shall be liable to thepurchaser, irrespective of any fault
on his part, for all direct andindirect and immediate andconsequential damage.
8.7 Warranty claims, including
claims for damages, lapse at theend of one year after the end of
the warranty period.
8.8 Further statutory rights of thepurchaser are reserved.
9.
Withdrawal
9.1 If the supplier is in default withregard to delivery or warranty
works pursuant to Art. 8.3 and, incase of transactions where thedelivery date is not fixed, anappropriate extension period has
expired fruitlessly the purchaser
may withdraw from contract andwaive the claim to the delivery.
9.2 Where it is determined before
the delivery falls due that thesupplier will not meet the delivery
time limit the purchaser may also
withdraw from contract and waive
the claim to the delivery.
9.3 The purchaser may also
withdraw from contract if it isdefinitely determined in the courseof manufacture that the delivery
item will not comply with thespecifications or will not be fit forpurpose.
9.4 The purchaser's rights tocompensation are reserved.
10. Right to inspect10.1 dormakaba isentitledregularly to check the progress ofworks and compliance withspecifications and the quality
assurance agreement. Following
timely notification by dormakaba
the supplier shall give dormakaba
access to the production sites andthequality
assurance
documentation.
11. Insurance
11.1 From the time of the firstconclusion of the contract withdormakaba,
thesupplier
undertakes towards dormakaba
for a period of up to 36 months
after the last delivery and/orprovision of service to maintain anindustrial third-party insurance
policy with a lump sum coverageof at least CHF 5,000,000 perpersonal
injury/damage
toproperty and CHF 1,000,000 for
pecuniary losses; if dormakaba isentitled to further compensation
claims,thesewillremainunaffected. The supplier must
provide dormakaba with evidenceof the insurance mentioned above
and the payment of premiums for
it on first request. If the proof of
insurance and premium payment
is not provided to dormakaba
within seven calendar days upondormakaba's request, dormakaba
will be entitled to withdraw fromcontracts not yet fulfilled in whole
or in part (with respect to the partnot yet fulfilled).
12. Installation
21.1 Where the supplier is also
required to perform installation thisshall be included in the price ofdeliveryunlessspecialremuneration is agreed. The
provisions
specifiedinthis
document apply correspondingly
to installation services.
13. Works on the purchaser’ssites
31.1 Where works are carried out
on the purchaser's sites, his safety
and security instructions shall becomplied with in addition to theseGTCP.
14. Drawings and operating
instructions
14.1 Prior to manufacturing thepurchaser shall, upon request, beprovided with working drawings
and, if agreed, initial samples forapproval.
Approvalbythepurchaser does not, unlessexpresslyagreed,
constituteconsent to deviations from thespecifications and does notrelease the supplier from his
responsibility to ensure that theproductisfunctionallyandtechnically suitable, feasible andfree from defects. The definitive
construction
drawings,
maintenanceandoperatinginstructions
andlists
ofreplacement parts for proper
maintenance of the delivered
goods shall be provided to thepurchaser free of charge upondelivery.
15. Confidentiality
15.1 All specifications, drawings,
materials, tools etc. which thepurchaser provides to the supplierfor the purposes of manufacturing
the delivery item or which thesupplier creates especially fordormakaba for the customerspecific manufacturing of thedelivery item are and remain theproperty of the purchaser, shall be
kept secret and may not be used
for other purposes, reproduced or
made available to third parties.
The purchaser shall be entitled to
all intangible property rights,
especiallycopyrights.
Uponrequest the purchaser shallwithout delay be provided with all
documentation,including
allcopies or duplicates. If delivery
does not take place, the suppliershall provide the purchaser with
thedocumentation
withoutrequest.
15.2 The supplier shall treat theorder and the related works ordeliveries
andtherelating
information with confidentiality.
15.3 Technical documentation of
the supplier or his subcontractors
whichdemonstrablyexisted
previously shall be treated withconfidentiality by the purchaser.
They remain the intellectual
property of the supplier/thesubcontractor.
15.4
A
complementary
confidentiality agreement between
dormakaba and the supplier shallapply where applicable.
16. Payment terms
16.1 Unless otherwise agreed andsubject to complete and correct
performance by the supplier
payment shall occur within 90
days from receipt of the invoiceand the delivery goods. Offsetting
against counterclaims is reserved.
16.2 Payments do not constituteapproval of the delivery under any
circumstances.
17. Pre-payment
17.1 In cases of pre-payment thesupplier shall, upon request,provide an appropriate security(e.g. bank guarantee) and interest
payment.

18. Miscellaneous
18.1 Supplier shall during fullycomply with all obligations andprinciples
asstipulatedin
dormakaba’s Supplier Code of
Conduct, which can be retrieved
fromhttps://www.dormakaba.com/chde/scoc in English and otherlanguages. Supplier shall reportany
non-compliancewithdormakaba’s supplier code ofconduct immediately.
18.2 Supplier will implement aquality management system inaccordance with DIN EN ISO
9001 and an environmental
management
systeminaccordance with DIN EN ISO
14001 and maintain them until
complete fulfilment of the lastcontract
concludedwithdormakaba.
Thesupplier's
products must be manufactured
and tested in accordance with theprovisionsof
thisqualitymanagement.
dormakabaisentitled to monitor compliance with
the quality management by thesupplier in its production facilities
after prior notice and during
normal business hours.
18.3 The supplier's deliveries andservices
must complywith
Directive 2011/65/EC ("RoHS") on
the restriction of the use of certain
hazardous substances in electricaland electronic equipment and withRegulation
2006/1907/EC("REACH"). The supplier further
undertakes
todeliver
only
products that do not contain any
tin, tantalum, tungsten or gold
from the Congo or the borderingcountries of the "DRC" region.
18.4 If the relevant laws,regulations or the state of scienceor technology change between theconclusion of the contract and its
fulfilment and should this influence
the type and/or scope of the
supplier's
contractual
performance, the supplier will
inform dormakaba immediately in
writing or in text form about thechange and the associatedconsequencesinterms
ofdeadlines and costs. dormakaba
will decide on the changes withina reasonable period of time. In theevent of approval, the parties willreach an amicable cost settlementon the basis of the order andadjust the contract. If dormakaba
does not accept the change, bothparties are entitled to withdraw
from the not yet fulfilled part of thecontract and in the case ofpermanent
contractual
arrangements to terminate thecontract.
19. Miscellaneous
19.1 All binding declarations
between the purchaser and thesupplier, including any contract
amendments and amendments tothese GTCP, must be in writing.
19.2 If a provision of these GTCP
proves invalid or impossible itshall be replaced by a valid
provision which comes as close as
possible to the purpose of theinvalid provision. The remaining
provisions of these GTCP shallcontinue to apply.
19.3 All rights of retention andretaining lien of the supplier shallbe excluded.
20. Applicable law and placeof jurisdiction
20.1 These GTCP and theindividual contracts of sale and/ororders and deliveries are subject
to substantive Swiss law, under
exclusion of the United Nations
Convention on Contracts for theInternational Sale of Goods(CISG).
20.2 Place of delivery andjurisdiction shall be the domicile ofthe purchaser in Switzerland.
However, the purchaser shall beentitled to pursue legal action
against the supplier at thesupplier's registered seat.

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