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Terms and Conditions for the Purchase ofGoods and Services (“Conditions”)

2.5

2.6
1.
1.1

1.2

1.3

1.4

2.
2.1

2.2

2.3

2.4

INTERPRETATIONIn these Conditions the following words shall have the following
meaning:“Company” Creoptix AG;“Contract” the agreement resulting from the Order and theSeller’s acceptance of the Order;“Goods”
any goods delivered and to be delivered to theCompany by the Seller (including any part or partsof them and any software);“Losses”
losses (including any direct, indirect orconsequential losses, loss of profit and loss of
reputation), claims, damages, liabilities, fines,
interest, penalties, costs, charges, expenses,
demands and legal and other professional costs(calculated on a full indemnity basis);“Services”
any services provided and to be provided by the
Seller to the Company;“Order”
the Company’s written instruction to supply theGoods and/or Services;“Seller”
the person, firm or company who accepts theCompany’s Order.
In these Conditions references to any statute or statutory
provision shall, unless the context otherwise requires, beconstrued as a reference to that statute or provision as fromtime to time amended, consolidated, modified, extended, reenacted or replaced.
In these Conditions references to the masculine include thefeminine and the neuter and to the singular include the pluraland vice versa as the context admits or requires.
In these Conditions the headings will not affect the constructionof these Conditions.
GENERAL
These Conditions are the only conditions upon which theCompany is prepared to deal with the Seller and they shallgovern the offers to and Orders made by the Company and all
Contracts, to the entire exclusion of all other terms or
conditions. No terms or conditions endorsed upon, delivered
with or contained in the Seller’s quotation, acknowledgement or
acceptance of Order, specification or similar document will form
part of the Contract and the Seller waives any right which it
otherwise might have to rely on such terms and conditions.
Any variation to these Conditions shall have no effect unlessexpressly agreed in writing and signed by an authorized officerof the Company.
Each Order shall be deemed to be an offer by the Company topurchase Goods and/or Services subject to these Conditions
and an Order shall be deemed to be accepted by the Seller on
the earlier of the Seller giving written notice of acceptance or
any act by the Seller consistent with fulfilling the Order.
If the Seller’s order confirmation deviates from the Order, suchdeviations shall not be binding between the parties, unless theCompany has expressly accepted such deviations in writing.

2.7
2.8

2.9

3.
3.1

3.2

3.3

3.4

3.5

3.6

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Unless explicitly agreed otherwise in writing, each Contract will
be entered into for one specific and specified Order and theCompany does not grant any exclusivity to the Seller.
The fact that the Company places Orders with the Seller on aregular basis will not entitle the Seller to claim that it has acontinuing performance agreement whose termination requires
the giving of notice.
Time for delivery of the Goods and/or the performance of theServices shall be of the essence of the Contract.
The Seller shall provide the Company with the correct Export
Control Classification Numbers (ECCN), Harmonised System
Code, Country of Origin and Preferential Origin Status. The
Seller shall inform the Company immediately of any change in
one of these classifications.
The Seller will perform the Contract entirely at its own risk. If
the Seller fails to supply the Goods and/ or Services inaccordance with the Order, the Seller shall notify the Company
in writing and pay to the Company the penalties as specified in
the Order.
PRICE AND PAYMENTThe price of the Goods shall be stated in the Order and unlessotherwise agreed in writing by the Company, shall be exclusive
of VAT but inclusive of all other charges, costs and expenses
incurred in connection with the fulfillment of Seller’s obligations
under the Contract.
No Price increase or extra charges will be applicable, unlessexpressly accepted in writing by a duly authorized
representative of the Company.
In respect of Goods, the Seller shall invoice the Company on orat any time after completion of delivery. In respect of Services,
the Seller shall invoice the Company on completion of theServices. The invoice shall be sent to the Company separately.
Each invoice shall include such supporting information as isrequired by the Company to verify the accuracy of the invoice
and shall quote the purchase order reference number (if any) of
the Order to which it relates.
The Company shall pay the price within sixty (60) days of theend of the month after receipt by the Company of a valid invoice
or, if later, after acceptance of the Goods or Services in question
by the Company. Interest shall be payable on the late paymentof any undisputed invoices for Goods or Services at 2 % perannum above HSBC bank’s base rate from time to time.
If the Company objects to the invoice or to the Goods deliveredor the Services rendered it may suspend payment, without
prejudice to any of its other rights by Contract or law.
Without prejudice to any of its other rights by Contract or law,
the Company reserves the right to set off any amount owing or
allegedly owed at any time from the Seller to the Company
against any amount payable by the Company to the Seller under
the Contract.

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4.
4.1

5.
5.1

5.2

5.3

5.4

6.
6.1

6.2

CONFIDENTIALITYThe Seller shall keep in strict confidence all technical orcommercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been
disclosed to the Seller by the Company or its agents and anyother confidential information concerning the Company's
business or its products which the Seller may obtain and theSeller shall restrict disclosure of such confidential material tosuch of its employees, agents or sub-contractors as need toknow the same for the purpose of discharging the Seller's
obligations to the Company and shall ensure that such
employees, agents or sub-contractors are subject to likeobligations of confidentiality as bind the Seller.

6.3

The Seller warrants that the use of the Goods and Services does
not violate any third party property rights.

7.
7.1

COMPANY PROPERTY
Materials, equipment, tools, dies, moulds, copyright, design
rights or any other form of intellectual property rights in all
drawings, specifications and data supplied by the Company to
the Seller or not so supplied but used by the Seller specificallyin the manufacture of the Goods or rendering of Services(hereinafter jointly referred to as “Company Property”) shall at
all times be and remain the exclusive property of the Company
but shall, where applicable, be held by the Seller in safe custodyat its own risk and maintained and kept in good condition by
the Seller until returned to the Company and shall not be
disposed of other than in accordance with the Company's
written instructions, nor shall such items be used otherwise
than as authorized by the Company in writing.
The Seller is obliged to store the relevant Company Property ina manner that clearly identifies them as the Company’s
property; to the extent necessary, the Seller must mark theCompany Property as the Company’s property.
The Seller must immediately draw the attention to any third
parties seeking recourse to the Company Property and has aduty to protect the Company Property to the extent possible.
The Seller must immediately inform the Company of any claimsby third parties and of any measures it has taken in that context.
If the Seller creates a good with the use of any Company
Property, it will be considered to create that good for theCompany.

7.2

COMPLIANCE WITH LAWS & BUSINESS ETHICS
The Seller is deemed to be aware of the legal requirements andgovernmental regulations relevant to the performance of theContract, including safety, health and environmental rules andregulations, and shall comply with such requirements andregulations in performing the Contract. In particular, but
without limitation, the Seller shall comply the Restriction ofHazardous
Substances
Directive(RoHS),
Registration,
Evaluation, Authorisation and Restriction of Chemicals (REACH),
Waste Electrical and Electronic Equipment Directive (WEEE) andPart 15 of the Federal Communications Commission’s rules.
The Seller represents, warrants and undertakes that it hascomplied and shall continue to comply at all times with the EU
General Data Protection Regulation 2016/679, the Regulation(the “GDPR”), the Electronic Communications Data Protection
Directive(2002/58/EC),thePrivacy
andElectronic
Communications (EC Directive) Regulations 2003 (SI2426/2003) and any applicable laws in any jurisdiction relating
to the processing or protection of personal data and privacy,
including where applicable the guidance and codes issued byany relevant supervisory authority from time to time(collectively the “Data Protection Laws”).
The Seller represents, warrants, covenants and certifies that it
is in full compliance with all applicable chemical/hazardous
substances and conflict minerals laws and any applicable
written standards, requirements, directives or policies relating
thereto (e.g. EU-Regulations/EU-Directives, US Dodd-FrankAct provisions).
The Seller shall conduct its business in accordance with theCompany’s Global Supplier Code of Conduct and Seller is
expected to contribute to a sustainable environment. The
Company’s Global Supplier Code of Conduct can be found on
the Company’s website and will be sent to the Seller in a digitalformat upon request. The Company is entitled to verify Seller’s
level of sustainability in the form of a self-assessment
questionnaire arranged by a third party.
Without limiting the generality of this Article 7, the Seller agrees
that it shall, and that it shall procure that its employees andofficers, agents, sub-contractors and any other person who
performs services for the Seller in relation to the Contract shallcomply with all applicable laws relating to (i) bribery and othercorruption, including the Bribery Act 2010 and (ii) slavery andhuman trafficking, including the Modern Slavery Act 2015.
In view of Section 1502 of the Dodd-Frank Act, the Seller shallhave a policy in place to reasonably assure that the tantalum,tin, tungsten and gold in the Goods do not directly or indirectly
finance or benefit armed groups that are perpetrators of serious
human rights abuses in the Democratic Republic of Congo or an
adjoining country. The Seller shall exercise due diligence on thesource and chain of custody of these minerals and shall maketheir due diligence measures available to the Company upon the
Company’s request.

IP RIGHTS TO THE GOODS
Any intellectual property rights arising from Orders placed by
the Company will vest in the Company and will be transferredto the Company. The Seller shall execute such documents andtake all such actions at the Company’s expense, as theCompany may require to fully vest such intellectual property in
the Company.
With respect to any intellectual property rights referred to under
6.1 that are not capable of being transferred to the Company,
or with respect to any intellectual property rights that alreadyexisted at the moment of conclusion of the Contract, the Seller
hereby grants to or shall procure the granting to the Companyof the worldwide, perpetual, irrevocable right to use suchintellectual property rights in such manner as the Company
requires, with the right to grant sublicenses, and such rights are
hereby accepted by the Company.

7.3

7.4

7.5

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7.7

7.8

8.
8.1

8.2

8.3

9.
9.1

The Seller warrants that it will comply with all applicable export
control laws and regulations, including by obtaining allnecessary export licenses.
At the Company’s request and cost, the Seller agrees to provide
the Company with any reasonable assistance to enable it toperform any activity required by any relevant government or
agency for the purpose of complying with laws and regulations.
REMEDIES & INSURANCE
Without prejudice to any other right or remedy which theCompany may have, if any Goods or Services are not suppliedor provided in accordance with, or the Seller fails to comply
with, any of the terms of this Contract, the Company shall beentitled to avail itself of any one or more of the following
remedies at its discretion, whether or not any part of the Goods
or Services have been accepted by the Company:i) to cancel the Order and/or terminate the Contract;ii) at the Company’s option to give the Seller the opportunity
at the Seller’s expense to (a) reperform the Services; (b) remedy
any defect in the Goods; (c) supply replacement Goods; (d)and/or carry out any other necessary work to ensure that theterms of the Contract are fulfilled;iii) to carry out at the Seller’s expense any work necessary to
make the Goods or Services comply with the Contract;iv) to reject the Goods or Services (in whole or in part) andreceive a full refund for the Goods or Services rejected, to be
paid forthwith by the Seller;v) to refuse to accept any further deliveries of the Goods orprovision of the Services but without any liability to the Seller;vi) to recover from the Seller any expenditure reasonably
incurred by the Company in obtaining the Goods or Services insubstitution from another seller;vii) to claim such Losses as may have been sustained inconsequence of the Seller’s breaches of the Contract.
Without prejudice to Article 8.1, it is expressly understood that
if the Company has supplied any Goods that are not in
conformity with the Contract to third parties, the Company may
at its discretion either repair the Goods itself or require theSeller to repair such Goods, which the Company may require to
take place at the site of the Seller or the third party. In all cases
all costs incurred by the Company and the Seller (e.g. travelling
and labour costs) will be borne by the Seller, without prejudice
to any other rights of the Company under the Contract or thelaw.
The Seller shall, at its expense, maintain insurance incommercially reasonable amounts for operating its business,with reputable insurers. At the Company’s request, the Seller
shall provide copies of the insurance policy certificates anddetails of the cover provided.
CANCELLATION, SUSPENSION AND TERMINATIONThe Company shall have the right at any time and for any reason
to cancel an Order and/or terminate any Contract in whole or inpart, by giving the Seller written notice whereupon all work on
the Contract shall be discontinued and the Company shall pay
to the Seller only fair and reasonable compensation for workin-progress and costs actually incurred by the Seller up to the

9.2

9.3

9.4

10. LIABILITY AND INDEMNITY
10.1 Improper performance of the Seller will render Seller in default
immediately, without notice of default being required.
10.2 Without prejudice to any other rights of Company under theContract or law, the Seller shall indemnify and keep indemnified
the Company in full and hold it harmless on demand from andagainst any and all Losses suffered or incurred by the Company
or for which the Company may become liable arising out of orin connection with:(i) defective design, workmanship, quality, materials or any
other defect in the Goods or Services to the extent that thedefect is attributable to the acts or omissions of the Seller, its
employees, agents or sub-contractors; (ii) any infringement or
alleged infringement of any intellectual property rights arisingout of, or in connection with, the manufacture, supply or use of
the Goods or the supply, receipt or use of the Services; (iii) the
supply of the Goods or Services, to the extent that such Losses

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date of termination, which will in no case exceed the pricestated in the Order. For the avoidance of doubt, suchcompensation shall not include loss of anticipated profits or any
consequential loss.
Notwithstanding Article 9.1, if the Company cancels an Order
and/or terminates a Contract for Services before the expiry of
its contractual period or otherwise terminates the Contract
prematurely, the Company will never be obliged to more than(i) payment for the Services actually performed in the event of
periodic payment; or (ii) in the event of a fixed contract sum,payment of a proportional part of the compensation agreed,
based on the contractual term already expired and the Services
performed.
Without prejudice to any other rights that the Company may
have under the Contract or law, the Company shall have theright at any time to forthwith suspend payment or cancel anOrder and/or terminate any Contract, in whole or in part by
giving notice in writing to the Seller, if: (i) the Seller commits abreach of any of the terms and conditions of the Contract; (ii)any distress, execution or other process is levied upon any of
the assets of the Seller; (iii) the Seller enters into any
compromise or arrangement with its creditors, commits any act
of bankruptcy or if an order is made or an effective resolution
is passed for its winding up (except for the purposes ofamalgamation or reconstruction as a solvent company) or if apetition is presented to court, or if a receiver and/or manager,
receiver, administrative receiver or administrator is appointed
in respect of the whole or any part of the Seller's undertaking
or assets; (iv) the Seller ceases or threatens to cease to carry on
its business; or (v) the financial position of theSellerdeteriorates to such an extent that in the opinion of theCompany the capability of the Seller to adequately fulfill its
obligations under the Contract has been placed in jeopardy.
Cancellation or termination of the Contract, however arising,
will be without prejudice to the rights and duties of theCompany accrued prior to such cancellation or termination. The
Conditions which expressly or impliedly have effect aftercancellation or termination will continue to be enforceable
notwithstanding cancellation or termination.

Unrestricted Documentarise out of the breach, negligent performance or failure ordelay in performance of the Contract by the Seller, its
employees, agents or sub-contractors; and (iv) any breach or
failure by the Seller or its representatives to comply with Article
7.
11. ASSIGNMENT
11.1 The Seller shall not be entitled to assign the Contract or any
part of it without the prior written consent of the Company.
11.2 The Seller hereby agrees that the Company may assign theContract or any part of it to any person, firm or company andhereby cooperates with such an assignment in advance.
12. FORCE MAJEURE
12.1 If any party is prevented from or delayed in the carrying out of
its obligations due to circumstances beyond its reasonable
control it shall not be liable provided it has demonstrated thatis has explored and not been able to use reasonable
alternatives. Such circumstances include acts of God,governmental actions, war or national emergency, riot, civilcommotion, fire, explosion, flood, epidemic and pandemic.
12.2 The following failures will not be regarded as “force majeure”:
those arising from transport problems, illness of staff, strikes,
stagnation in the Seller’s or its suppliers’ business, othershortcomings of the suppliers and product shortages.
12.3 The Seller shall immediately inform the Company of any eventof force majeure experienced by the Seller, while submitting
relevant evidence of the existence of the event, its anticipatedduration (to the extent known), and any action being taken to
avoid or minimize its effect.
13. MISCELLANEOUS
13.1 Each right or remedy of the Company under the Contract iswithout prejudice to any other rights of the Company under theContract or in law.
13.2 If any provision of the Contract is found by any court, tribunal
or administrative body of competent jurisdiction to be wholly or
partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall, to the extent of such illegality, invalidity,
voidness, voidability, unenforceability or unreasonableness, bedeemed severable and the remaining provisions of the Contract
and the remainder of such provision shall continue in full force
and effect.
13.3 Failure or delay by the Company in enforcing or partiallyenforcing any provision of the Contract will not be construed asa waiver of any of its rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default
under, any provision of the Contract by the Seller will not be
deemed a waiver of any subsequent breach or default and willin no way affect the other terms of the Contract.

exclusive jurisdiction to settle any such dispute or claim. The
parties expressly exclude the application of the UN Convention
on Contracts for the International Sale of Goods (‘CISG’).
PURCHASE OF GOODS
15. GENERAL
15.1 In addition to Articles 1 to 14, Article 15 - 17 will apply if andin so far a Contract relates to the purchase of Goods.
16. DELIVERY
16.1 Unless otherwise notified by the Company in the Order, theGoods shall be delivered Free Carrier (in accordance with themost recent version of the Incoterms), to such place of delivery
as is indicated by the Company, provided that the Seller shallbe responsible for loading the Goods. Notwithstanding theforegoing, the Company may request the Seller to arrange fortransportation to the Company's premises through the carrier
nominated by the Company.
16.2 The date for delivery shall be specified in the Order, or if nosuch date is specified then delivery shall take place within 28
days after placing the Order. If the actual date of delivery to theCompany’s premises is later than that specified in the Orderthen without prejudice to any other rights it may have, theCompany may apply the remedies as set forth in these
Conditions.
16.3 The Seller warrants that all components and spare parts of thedelivered Goods (including any software) will be available
during the technical life of the delivered Goods and promptly
dispatched to the Company upon its request.
16.4 The Seller shall ensure that each delivery is accompanied by adelivery note which shows, inter alia, the Order number, line
item number, date of Order, number of packages and contents
and, in the case of partial delivery, the outstanding balanceremaining to be delivered.
16.5 Unless otherwise stipulated by the Company in the Order,
deliveries shall only be accepted by the Company in normal
business hours.
16.6 If the Seller requires the Company to return any packaging
material to the Seller that fact must be clearly stated on any
delivery note delivered to the Company and any such packaging
material will only be returned to the Seller at the cost of theSeller.
16.7 Where the Company agrees in writing to accept delivery byinstallments the Contract will be construed as a single Contract
in respect of each installment. Nevertheless, failure by the Seller
to deliver any installment shall entitle the Company to avail
itself of the remedies as set forth in Article 8.
16.8 If the Goods are delivered to the Company in excess of thequantities ordered, the Company shall not be bound to pay forthe excess and any excess will be and will remain at the Seller’srisk and will be returnable at the Seller’s expense.

14. APPLICABLE LAW AND JURISDICTION
14.1 The Contract and any dispute or claim arising out of or inconnection with it or its subject matter or formation (including
non-contractual disputes and claims) shall be governed by andconstrued in accordance with Swiss law and the parties
irrevocably agree that the courts in Switzerland shall have
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17. QUALITY AND DEFECTS
17.1 The Seller warrants that the delivered Goods (including the
packaging materials) are in conformity with the Contract. Thismeans at any rate that the Goods (including but not limited to
any repaired Goods) shall be of the best available design, of thebest quality, material and workmanship, be without fault andconform in all respects with the Order and specification and/or
patterns supplied or advised by the Company to the Seller andthat the Goods shall be fit for the particular purposes for which
they are required by the Company and comply with allapplicable statutory rules and regulations. By fulfilling theOrder, the Seller acknowledges that the Company is relying
upon the Seller’s skill or judgment in providing such Goods.
17.2 Without prejudice to any other rights of Company under theContract or the law, the warranty set forth in Article 17.1 shallextend for a period of two (2) years from the actual date ofdelivery of the Goods to the Company. Any Goods repaired or
replaced during said warranty term are warranted for theremainder of the original warranty term or twelve (12) months
following the delivery date of such repaired or replaced Goodas specified by Article 16.2, whichever period is longer.
17.3 At any time prior to delivery of the Goods to the Company theCompany shall have the right to inspect and test the Goods.
17.4 If the results of such inspection or testing cause the Company
to be of the opinion that the Goods do not conform or are
unlikely to conform to the Contract, the Company shall informthe Seller and the Seller shall immediately take such action as isnecessary to ensure conformity and in addition the Company
shall have the right to require and witness further testing andinspection.
17.5 Notwithstanding any such inspection or testing, the Seller shallremain fully responsible for the Goods and any such inspection
or testing shall not diminish or otherwise affect the Seller’s
obligations under the Contract.
17.6 If any of the Goods fail to comply with the provisions set out inthis Article 16, the Company shall be entitled to any one or more
remedies listed in Article 8.

in accordance with stringent requirements of professionalismand expertise and good industry practice.
19.4 The Company may require that staff who, in the Company’s
reasonable opinion, do not meet the above requirements beremoved and replaced as soon as reasonably possible.
19.5 If the Company so desires, a responsible person designated by
the Seller will always be present during the performance of theServices by the Seller. That person’s name must be known to
the Company. Upon commencement, interruption or
termination of the work, that person must report to theCompany, who will assess whether the Seller has acted inconformity with the arrangements made in this matter.
19.6 The Seller shall arrange for any permits or licenses that may berequired in connection with the performance of the Services.
19.7 The Seller understands and acknowledges to retain at all times
the capacity of employer of its personnel. In case of terminationof the Contract or transfer of Contract to a third party, the Seller
shall indemnify and hold harmless the Company and, if so
directed by the Company, any of its service providers, from andagainst any claims of its personnel concerning employment
protection rights relating to an alleged transfer of undertaking
and all costs associated therewith (including any wages andredundancy costs).
19.8 If any part of the provided Services, fail to comply with theprovisions set out in this Article 19, the Company shall beentitled to any one or more remedies listed in Article 8.

PERFORMANCE OF SERVICES
18. GENERAL
18.1 In addition to Articles 1 to 14, Articles 18 - 20 will apply if andin so far a Contract relates to the performance of Services.

SOFTWARE
21. GENERAL
21.1 In addition to the above, Article 22 applies if the Contract
relates to the delivery, on any legal basis whatsoever, and/or
installation of software.

19. OBLIGATIONS OF THE SELLER
19.1 The Seller shall perform the Services exercising the due
diligence, reasonable care and skill required of a diligent
contractor. The Seller warrants that, in performing the Contract,it, its staff and any third parties that it employs with theCompany’s consent will strictly observe the instructions andwishes of the Company or other natural persons or legal entities
designated by the Company.
19.2 The Seller warrants that the result of the Services to be
performed by it or on its behalf will meet the qualifications set
by the Company.
19.3 The Seller warrants that the staff employed to perform theServices will do so in accordance with any special requirements
to be set by the Company or, absent such special requirements,

20. DELIVERY OF THE SERVICES
20.1 The Seller will bear the risk of the goods, the ancillary materials
and the material used by the Seller to perform the Services,
including but not limited to the risk of theft, loss and damage.
20.2 The Services will be deemed to have been completed only after
the Seller has notified the Company either in writing or orallythat the Services have been completed and the Company has
approved the Services and notified the Seller accordingly in
writing. The Seller will be entitled to charge any additional work
only with the Company’s prior written approval.

22. DELIVERY AND INSTALLATION
22.1 The software shall be delivered entirely complete and ready foruse on the agreed dates. The Seller shall inform the Company
in its offer - and after the offer has been made - if a newer
version of the software in question is placed on the market.
Unless otherwise agreed in writing, if new software is delivered,
the latest release of that software will be delivered. All tools thatare required for sound operation, additional documentation andapplication software will also be delivered, even if that has notbeen agreed explicitly.
22.2 If it follows from the Contract with the Seller, which includes
these Conditions, that installation will also take place, the Seller

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will timely state the time that will be involved therein, as well as
the consequences for the operation of the Company.
22.3 The Seller warrants that the software to be delivered iscompatible with the automation and/or operation systems
already present at the Company.
22.4 Any defect in the software will be repaired free of charge within
24 hours. If the software does not function properly, either in
combination with other software, it will be considered faulty andthe Seller will be considered to be in default.
22.5 If the software has been produced at the instructions of theCompany (‘custom-made-work’), all rights will vest in the
Company and, to the extent necessary, will be transferred at its

first request. The source codes will be made available to theCompany at its first request. The software produced will be
stored only for the benefit of the Company and will be delivered
only to the Company. The Seller may not use the know-how
created or developed at the instructions of the Company fororders issued by third parties or otherwise.
22.6 Unless agreed otherwise in writing, the upgrade of software andthe above providing of tools, documentation and application
software will be free of any extra charge.

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January 2024 edition