Home GTC General Terms and Conditions of Purchase In the following, we provide information on the Supplier Portal Registration General Terms and Conditions of Purchase of the ORIOR Group and its companies. - Access the Supplier Portal Registration - Gen­eral Terms and Con­di­tions of Pur­chase (GTC) 1. Gen­eral 1.1. These Gen­eral Terms and Con­di­tions of Pur­chase shall ap­ply to all or­ders and all con­tracts re­gard­ing the de­liv­ery of goods (such as raw ma­te­ri­als, pack­ag­ing etc.) or the per­for­mance of ser­vices by the Sup­plier to one of the above listed com­pa­nies of the ORIOR Group ("Pur­chaser "). 1.2. Any ad­di­tional or de­vi­at­ing terms or con­di­tions sug­gested by the Sup­plier, in par­tic­u­lar spe­cific gen­eral terms and con­di­tions of sale and de­liv­ery, shall not ap­ply and shall be ex­plic­itly re­jected by the Pur­chaser, even if (1) the Sup­plier shall, dur­ing his busi­ness re­la­tion­ship with the Pur­chaser, re­fer to such de­vi­at­ing terms and con­di­tions and/or if (2) they are not ex­plic­itly re­jected by the Pur­chaser in con­nec­tion with any given pur­chase or­der or (3) the Pur­chaser ac­cepts and pays for such goods and ser­vices. 2. For­ma­tion of a con­tract, changes and amend­ments to the con­tract or with re­spect to the goods to be de­liv­ered 2.1. Quo­ta­tions by the Sup­plier shall be free of charge. The Sup­plier shall ex­plic­itly in­di­cate any de­vi­a­tions from the of­fer re­quest made by the Pur­chaser, as well as any am­bi­gu­i­ties, gaps or tech­ni­cal spec­i­fi­ca­tions therein, which might im­pair the suit­abil­ity of such goods for the in­tended pur­pose or with re­gard to most re­cent tech­ni­cal de­vel­op­ments or ap­plic­a­ble laws and reg­u­la­tions. 2.2. Any or­ders and any changes or amend­ments to such or­ders shall only be bind­ing if they are made in writ­ing or are con­firmed in writ­ing. Any drafts, draw­ings, spec­i­fi­ca­tions etc. quoted in the or­der are a con­stituent part of the or­der. 2.3. If an or­der is not ac­cepted by the Sup­plier within three (3) work­ing days, the Pur­chaser shall have the right to can­cel such an or­der. Such can­cel­la­tion shall not en­ti­tle the Sup­plier to make any claims against the Pur­chaser. 2.4. Any de­vi­a­tion from the or­der shall be in­di­cated ex­pressly in the or­der con­fir­ma­tion. Any such de­vi­a­tion shall only be­come a con­stituent part of the con­tract if the Pur­chaser has agreed to it in writ­ing. 2.5. The Sup­pli­er’s or­der con­fir­ma­tion shall in­clude at least the fol­low­ing in­for­ma­tion: the Pur­chaser’s or­der num­ber re­spec­tively con­tract num­ber, the Pur­chaser’s ar­ti­cle num­ber, the coun­try of ori­gin, the price, the In­coterms and the pay­ment terms. 2.6. Fol­low­ing the for­ma­tion of a con­tract, the Pur­chaser shall re­main en­ti­tled to de­mand rea­son­able changes to the spec­i­fi­ca­tions, the man­u­fac­ture or the de­liv­ery of the goods. Should such changes lead to an in­crease or re­duc­tion in the cost to the Sup­plier or to an al­ter­ation of the de­liv­ery date, the Sup­plier shall in­form the Pur­chaser within at most one cal­en­dar week. The or­der change re­quest re­sult­ing there­from shall be mu­tu­ally agreed by the par­ties. 2.7. With re­spect to re­peat de­liv­er­ies, the Pur­chaser is to be no­ti­fied, in suf­fi­cient time prior to the de­liv­ery date, of any changes to the spec­i­fi­ca­tions for the goods or their pro­duc­tion meth­ods. Any such changes re­quire the ap­proval of the Pur­chaser. 3. De­liv­ery pe­riod 3.1. The agreed de­liv­ery dates and/or de­liv­ery pe­ri­ods shall be bind­ing. De­liv­ery pe­ri­ods com­mence on the day the Sup­plier re­ceives the or­der. If the goods are not re­ceived at the agreed lo­ca­tion and on the agreed de­liv­ery date, the Sup­plier shall be in de­fault, even if no warn­ing no­tice is is­sued. 3.2. Par­tial de­liv­er­ies or de­liv­er­ies three or more busi­ness days prior to the agreed de­liv­ery date must be agreed in ad­vance with the Pur­chaser. 3.3. The Sup­plier shall in­form the Pur­chaser promptly about any oc­cur­rences or likely cir­cum­stances which might neg­a­tively af­fect the agreed de­liv­ery dates and shall in­form the Pur­chaser about the likely du­ra­tion of any such de­lay. The Sup­plier shall, to the best of his abil­i­ties, en­deav­our to min­i­mize any such de­lays or to pro­cure re­place­ment goods from third par­ties. 3.4. De­lays caused by a lack of in­for­ma­tion, doc­u­ments or phys­i­cal items to be pro­vided by the Pur­chaser shall be con­sid­ered ex­cul­pa­tory only in­so­far as the Sup­plier has re­quested the timely de­liv­ery of such doc­u­ments or phys­i­cal items or has pointed out to the Pur­chaser in a timely fash­ion that such doc­u­ments are miss­ing. 3.5. Ex­cept for force ma­jeure events, the Sup­plier shall be obliged to pay, merely as a re­sult of any de­lay, con­trac­tual penal­ties of 1% of the con­tract price for each com­menced week of de­lay, how­ever as a to­tal a min­i­mum of the equiv­a­lent of 1,000 Swiss Francs, with­out the Pur­chaser hav­ing to prove any dam­ages. The max­i­mum con­trac­tual penalty for a de­layed de­liv­ery is lim­ited to the higher of the two fol­low­ing amounts: a) the equiv­a­lent of 20,000 Swiss Francs or b) 10% of the con­trac­tual price for the re­spec­tive con­sign­ment. A short­age of raw ma­te­ri­als or any de­lays caused by sub­con­trac­tors or sub-sup­pli­ers shall not ex­on­er­ate the Sup­plier, un­less such de­lays should be as­cribed to force ma­jeure as well. The Pur­chaser shall re­tain the right to claim dam­ages ex­ceed­ing the con­trac­tual penalty. 3.6. Should the agreed de­liv­ery date be ex­ceeded by more than 4 weeks, the Pur­chaser shall be en­ti­tled to ter­mi­nate the con­tract with im­me­di­ate ef­fect and with­out grant­ing an ex­ten­sion of time. 3.7. Should it be­come ap­par­ent that the de­liv­ery date can­not be met, the Pur­chaser shall have the right to ter­mi­nate the con­tract ahead of time with­out hav­ing to grant an ex­ten­sion. In this case, the Sup­plier shall be obliged to re­turn any pay­ments al­ready made, plus in­ter­est pay­ments of 5% p.a., in ad­di­tion to any other law­ful claims the Pur­chaser may have. 4. Ship­ping, ship­ping doc­u­ments, pack­ag­ing 4.1. The Sup­plier shall dis­patch the goods based on the ship­ping and la­belling re­quire­ments of the Pur­chaser. At least one sum­mary of con­tents is re­quired for each unit of pack­ag­ing. Should the goods be shipped in sev­eral pack­aged units, each unit must be iden­ti­fied in­di­vid­u­ally. 4.2. Pack­ag­ing ma­te­ri­als must be con­sti­tuted in such a way that the goods are ef­fec­tively pro­tected from dam­age, cor­ro­sion, damp­ness, tem­per­a­ture or other harm­ful in­flu­ences dur­ing trans­port and sub­se­quent stor­age. No for­eign mat­ter (in­clud­ing ver­min and spores) or for­eign odours may find their way into the pack­aged con­tents via the pack­ag­ing. A cer­tifi­cate of analy­sis is to ac­com­pany all food­stuff de­liv­er­ies; for or­ganic raw ma­te­ri­als, a pes­ti­cide analy­sis is to be in­cluded when­ever pos­si­ble. 4.3. The Sup­plier shall be li­able for all dam­ages aris­ing from un­suit­able pack­ag­ing. 4.4. The Sup­plier shall be li­able for all costs and ex­penses aris­ing from his fail­ure to fol­low the in­struc­tions of the Pur­chaser with re­spect to trans­porta­tion or cus­toms clear­ance. 4.5. The do­mes­tic ship­ment of goods to the Pur­chaser shall be free of de­liv­ery charges and in­sured (CIP), with re­spect to ship­ments from abroad de­liv­ered at place (DAP) to the agreed de­liv­ery ad­dress ac­cord­ing to the In­coterms® 2010, and for or­ders from 1 Jan­u­ary 2020 ac­cord­ing to the In­coterms® 2020 or their lat­est ver­sion. Where qual­ity in­spec­tions at the plant of the Pur­chaser have been agreed, the trans­fer of risk takes place fol­low­ing suc­cess­ful qual­ity in­spec­tions. 4.6. Each de­liv­ery shall be ac­com­pa­nied by a de­tailed bill of lad­ing which in­cludes at least the fol­low­ing data (if ap­plic­a­ble for the re­spec­tive goods): bill of lad­ing num­ber, de­liv­ery date, or­der num­ber of the Pur­chaser, or­der date, ar­ti­cle num­ber, ar­ti­cle num­ber of the Pur­chaser, for tech­ni­cal prod­ucts the num­ber of the draw­ings and the in­dex (if avail­able), the num­ber of units/the amount, the gross and net weight, the coun­try of ori­gin, the cus­toms tar­iff num­ber and the type of pack­ag­ing used, and the de­liv­ery ad­dress. 4.7. Should the re­quired ship­ping doc­u­ments be de­liv­ered in­cor­rectly, or their de­liv­ery be de­layed, the goods de­liv­ered shall be stored for the ac­count and risk of the Sup­plier un­til the ar­rival of the ship­ping doc­u­ments. 4.8. The Sup­plier shall be li­able for the cor­rect de­c­la­ra­tion and the ver­i­fi­ca­tion of the ori­gin of the goods. 5. Prices, in­voic­ing, pay­ment terms, trans­fer of own­er­ship 5.1. Un­less oth­er­wise agreed in writ­ing, all prices are quoted in Swiss Francs and ex­clu­sive of VAT on the ba­sis of the agreed In­coterms®. 5.2. Prices which are valid on the day of the place­ment of the or­der are bind­ing. These prices shall be fixed and can only be changed by mu­tual agree­ment of the par­ties. 5.3. In the ab­sence of any de­vi­at­ing in­struc­tions, in­voices are to be sent to orior@scan.conex­trade.com 5.4. In­ter alia, the or­der num­ber and the con­tract num­ber shall be dis­played on all in­voices. 5.5. In­so­far as no other agree­ments have been made in writ­ing, each de­liv­ery shall be in­voiced sep­a­rately. 5.6. The agreed pay­ment con­di­tions ap­ply. The terms of pay­ment com­mence on the day the Pur­chaser re­ceives the in­voice. 5.7. Own­er­ship of the goods shall be trans­ferred to the Pur­chaser at the ear­lier of the two dates: delivery prepayment in full. 6. In­com­ing goods in­spec­tion and test­ing 6.1. Goods de­liv­ered must not be un­loaded with­out the su­per­vi­sion of a mem­ber of staff of the goods re­ceiv­ing de­part­ment of the Pur­chaser. 6.2. The Pur­chaser shall, within the scope of the or­derly op­er­a­tion of his busi­ness, how­ever at the lat­est within one month of de­liv­ery, con­duct ran­dom tests to con­firm that the goods con­form to the agreed spec­i­fi­ca­tions. 6.3. The pay­ment of in­voices or the sign­ing-off of trans­port doc­u­ments such as bills of lad­ing by the Pur­chaser shall not con­sti­tute an ac­knowl­edge­ment of the com­plete­ness and/or ab­sence of de­fects of the goods de­liv­ered. 6.4. The Pur­chaser shall be en­ti­tled to refuse the ac­cep­tance of any de­liv­ery un­til the Sup­plier is able to prove that the goods de­liv­ered fully meet the con­trac­tual re­quire­ments. 7. War­ranties, no­ti­fi­ca­tion of de­fects 7.1. The Sup­plier shall be li­able for and guar­an­tee that the goods con­form in every as­pect to the agreed spec­i­fi­ca­tions and other con­trac­tual con­di­tions, and that they shall, in the case of tech­ni­cal prod­ucts, per­form as agreed, shall be new and state-of-the-art prod­ucts, and he shall be li­able for their proper pack­ag­ing and that they shall have no ma­te­r­ial or le­gal de­fects which might ren­der use­less or di­min­ish their value or their suit­abil­ity for the in­tended pur­pose as made known to the Sup­plier. The goods shall con­form to all ap­plic­a­ble norms, laws and reg­u­la­tions, in­clud­ing, but not lim­ited to, such as con­cern the en­vi­ron­ment, health and safety, that are ap­plic­a­ble at the in­di­cated place of de­liv­ery, within the EU, as well as at the known dis­tri­b­u­tion ar­eas for the goods man­u­fac­tured by the Pur­chaser, as they are known to the Sup­plier. 7.2. The Sup­plier shall be ad­vised of de­fects within two cal­en­dar weeks upon dis­cov­ery thereof. 7.3. The war­ranty pe­riod for goods or ser­vices is 24 months. For goods which are in­cor­po­rated or processed into goods man­u­fac­tured by the Pur­chaser, the war­ranty pe­riod com­mences at the date of de­liv­ery of the prod­ucts to his cus­tomers; how­ever, the pe­riod ends at the lat­est 48 months af­ter re­ceipt of the goods by the Pur­chaser. 7.4. The war­ranty pe­riod for re­pairs or re­place­ment de­liv­er­ies is 12 months from the date of the re­place­ment of goods or of suc­cess­ful re­pair, how­ever, it does not end be­fore the end of the orig­i­nal war­ranty pe­riod for the re­spec­tive goods. 7.5. Should any de­fects be dis­cov­ered, the Pur­chaser shall, re­gard­less of any other le­gal claims, have the fol­low­ing rights at his free dis­posal: a) he may refuse ac­cep­tance of the goods, can­cel the re­spec­tive con­tract and re­call pre­pay­ments and/or en­force dam­ages; b) he may de­mand re­work of goods or re­place­ment de­liv­er­ies. Should re­work or the re­place­ment of goods by the Sup­plier be im­pos­si­ble, be re­fused or be un­rea­son­able, the Pur­chaser may de­mand: c) re­work or re­place­ment goods for the de­fec­tive goods by a third party and at the cost of the Sup­plier or d) a re­duc­tion in price or e) can­cel­la­tion of the con­tract (rescis­sion) or f) a com­bi­na­tion of the above cited rights. The Sup­plier shall, even in the case of no cul­pa­bil­ity, in each in­stance bear or re­im­burse all costs as­so­ci­ated with the re­pair or the re­place­ment of the goods (in­spec­tion, dis­as­sem­bly, re­assem­bly, trans­port etc.). 7.6. Con­trac­tual claims from the de­liv­ery of faulty goods or the de­liv­ery of in­fe­rior or flawed ser­vices or from mis­coun­selling or er­ro­neous in­struc­tions given ex­pire by lim­i­ta­tion within one year af­ter the war­ranty pe­riod has ex­pired. 8. Prod­uct re­calls and re­place­ment ac­tions 8.1. Should the Pur­chaser de­cide, with rea­son­able dis­cre­tion, to re­call or pre-emp­tively ex­change any prod­ucts sent to his cus­tomers which might con­tain faulty goods, he shall in­form the Sup­plier as soon as pos­si­ble thereof, pro­vided no im­me­di­ate dan­ger ex­ists. 8.2. The Sup­plier shall bear all costs con­nected with the re­call and ex­change ac­tion as well as any other con­se­quen­tial costs as­so­ci­ated there­with, up to a max­i­mum value of 1 mil­lion Swiss Francs per each re­call and ex­change ac­tion. 8.3. The Sup­plier guar­an­tees that an emer­gency man­age­ment sys­tem is in place which shall en­sure that prod­uct re­turns are un­der­taken in a sys­tem­atic, ef­fi­cient and doc­u­mented fash­ion. Should a prod­uct fault re­sult in a de­liv­ery- or sales ban or a goods re­call, the Sup­plier shall be obliged to sup­port the Pur­chaser and fur­nish him with all per­ti­nent in­for­ma­tion, ir­re­spec­tive of whether any such mea­sure was or­dered by the au­thor­i­ties or whether the Sup­plier adopts this mea­sure vol­un­tar­ily. 8.4. Any costs im­posed on the Pur­chaser or oc­cur­ring at the site of the Pur­chaser (es­pe­cially Biotta) due to in­ves­ti­ga­tions by third par­ties as a re­sult of pos­i­tive pes­ti­cide find­ings will be charged to the Sup­plier. 9. Li­a­bil­ity and re­call in­sur­ance 9.1. The Sup­plier shall take out li­a­bil­ity in­sur­ance to the min­i­mum amount of 5 mil­lion Swiss Francs per each claim to cover his li­a­bil­ity for any dam­ages to per­sons or prop­erty as well as any con­se­quen­tial fi­nan­cial dam­ages and shall main­tain this in­sur­ance level for a term of at least 5 years fol­low­ing the re­spec­tive de­liv­er­ies to the Pur­chaser. The cov­er­age of other dam­ages, as well as re­moval and in­stal­la­tion costs, com­pound­ing dam­age and mix­ing losses, and re­call costs should at least amount to a min­i­mum of 1 mil­lion Swiss Francs per each claim. 9.2. The Sup­plier shall here­with as­sign all claims against the in­surer to the Pur­chaser. The Pur­chaser here­with ac­cepts the as­sign­ment. 9.3. At the re­quest of the Pur­chaser, the Sup­plier shall sub­mit proof of such in­sur­ance cover. 10. Qual­ity as­sur­ance 10.1. The Pur­chaser may, fol­low­ing rea­son­able ad­vance no­tice, and within nor­mal busi­ness hours, ver­ify the pro­duc­tion processes for the goods at the plant of the Sup­plier. The Sup­plier shall, to the best of his abil­i­ties, also en­deav­our to en­able such ver­i­fi­ca­tion au­dits at the pro­duc­tion plants of his sub­con­trac­tors and sub-sup­pli­ers. 10.2. The par­ties shall agree suit­able mea­sures to pro­tect any trade se­crets of the Sup­plier or his sub­con­trac­tors or sub-sup­pli­ers. 10.3. Should the au­dit re­veal that the Sup­plier has not ful­filled the agreed qual­ity re­quire­ments, he shall bear all costs of the au­dit. 10.4. Fur­ther de­tails are laid down in the qual­ity as­sur­ance agree­ment as ne­go­ti­ated by the par­ties. 11. In­fringe­ment of third-party rights 11.1. The Sup­plier shall hold the Pur­chaser harm­less from all costs, dam­ages, rights of third par­ties which may arise at the ex­pense of the Pur­chaser as a re­sult of the in­fringe­ment of trade­mark or in­tel­lec­tual prop­erty rights of third par­ties. The Sup­plier shall not be held re­spon­si­ble for such a li­a­bil­ity aris­ing from the in­fringe­ment of trade­marks or in­tel­lec­tual prop­erty if the Sup­plier has fol­lowed, in the man­u­fac­ture of such goods, the in­struc­tions and spec­i­fi­ca­tions of the Pur­chaser and if such facts should have been known to the Sup­plier if he had ob­served the ap­pro­pri­ate de­gree of care. 11.2. The par­ties shall promptly pass on in­for­ma­tion to each other re­gard­ing any ac­tual or pur­ported in­fringe­ment of third party rights of which they be­come aware. The Sup­plier will sup­port the Pur­chaser in the in­ves­ti­ga­tion, de­fence and ad­min­is­tra­tion of any such claim; this in­cludes mak­ing avail­able all doc­u­ments the Pur­chaser might need in his de­fence against such a claim. 11.3. Should the Pur­chaser choose his own le­gal ad­vi­sor, the Sup­pli­er’s li­a­bil­ity shall ex­tend to any rea­son­able costs and fees in­curred in con­junc­tion with this rep­re­sen­ta­tion. Should the Pur­chaser not choose his own le­gal ad­vi­sor, the Sup­plier is wholly re­spon­si­ble for the de­fence against any such re­spec­tive claims. 11.4. Should a le­gal ac­tion based on the in­fringe­ment of third party rights arise and be made known to the Sup­plier, the Sup­plier will un­der­take all nec­es­sary steps to as­cer­tain, for the Pur­chaser, a pro­cure­ment source with­out any in­fringe­ment is­sues; this may in­clude the pro­vi­sion of nec­es­sary li­cences, the re­design of the goods or other mea­sures the Sup­plier may deem nec­es­sary to en­sure that goods with­out any in­fringe­ment is­sues are de­liv­ered to the Pur­chaser. 12. Own­er­ship of Dd­c­u­ments, soft­ware, tools 12.1. Any doc­u­ments such as recipes, spec­i­fi­ca­tions, draw­ings, soft­ware and all means of pro­duc­tion pro­vided by the Pur­chaser to the Sup­plier or pur­chased by the Sup­plier at the Pur­chaser’s cost re­main re­spec­tively be­come the prop­erty of the Pur­chaser as soon as they have been ac­quired or pro­duced. The Pur­chaser re­tains all rights to them. Should they no longer be needed in the ex­e­cu­tion of or­ders for the Pur­chaser, they shall, at the Pur­chaser’s op­tion, be re­turned free of charge to the Pur­chaser, or dis­posed of; any such dis­posal shall be con­firmed in writ­ing by the Sup­plier. 12.2. They shall not be re­pro­duced, sold, given as lien, as­signed as se­cu­rity, di­vested or oth­er­wise en­cum­bered, made avail­able to third par­ties or used in the man­u­fac­ture of prod­ucts for third par­ties. 12.3. The Sup­plier shall prop­erly store, mark, in­sure against theft and nat­ural dis­as­ters and main­tain all such means of pro­duc­tion. The Sup­plier shall re­lin­quish any law­ful rights of re­ten­tion. 12.4. Un­less oth­er­wise agreed, the Sup­plier shall, upon re­quest of the Pur­chaser, re­turn all doc­u­ments, soft­ware or pro­duc­tion means which are the prop­erty of the Pur­chaser upon ful­fil­ment of the re­spec­tive con­tract and shall re­turn to the Pur­chaser any copies made or shall, for doc­u­ments and soft­ware, con­firm to the Pur­chaser that all such copies have been de­stroyed or deleted. The Sup­plier has the right to re­tain a copy of re­ceived doc­u­ments or soft­ware to ful­fil any le­gal archiv­ing re­quire­ments pro­vided these copies are treated as con­fi­den­tial doc­u­ments. 12.5. The Pur­chaser shall be en­ti­tled to use any soft­ware re­lat­ing to tech­ni­cal in­stru­ments within the scope of sup­ply, such as ma­chines and equip­ment, and their doc­u­men­ta­tion, to the ex­tent re­quired for the use of these goods, or for any other con­trac­tu­ally agreed pur­pose, and the Pur­chaser shall be al­lowed to make back-up copies of any soft­ware de­liv­ered by the Sup­plier. 13. Spare parts for ma­chin­ery and equip­ment 13.1. The Sup­plier un­der­takes to sup­ply to the Pur­chaser, on the ba­sis of in­di­vid­ual or­ders, at com­pet­i­tive terms and for a pe­riod of at least ten (10) years fol­low­ing the de­liv­ery of ma­chines or equip­ment, any spare parts that might be needed therein, as new parts. 13.2. Should the Sup­plier in­tend to dis­con­tinue the pro­duc­tion of any such spare parts, he shall in­form the Pur­chaser im­me­di­ately, how­ever at the lat­est three (3) months be­fore the ces­sa­tion of such pro­duc­tion. The Pur­chaser shall be en­ti­tled to is­sue a fi­nal or­der for the de­liv­ery of such parts at mar­ket con­di­tions within one month of re­ceipt of such in­for­ma­tion. 14. Non-dis­clo­sure, pub­lic­ity of the busi­ness re­la­tion­ship with the Pur­chaser 14.1. The par­ties shall not pass on to third par­ties any con­fi­den­tial in­for­ma­tion re­ceived within the scope of this busi­ness re­la­tion­ship with the other party, par­tic­u­larly tech­ni­cal in­for­ma­tion, draw­ings, busi­ness and trade se­crets and or­der de­tails such as num­ber of items or­dered, tech­ni­cal spec­i­fi­ca­tions, busi­ness agree­ments etc., in­clud­ing any other in­for­ma­tion de­rived there­from. The par­ties shall use such in­for­ma­tion ex­clu­sively to carry out pur­chase or­ders. 14.2. The Sup­plier shall en­sure that all sub­con­trac­tors or sub-sup­pli­ers re­ceiv­ing such in­for­ma­tion for the pur­pose of car­ry­ing out their sub­con­tracts or for de­liv­ery pur­poses shall agree to be bound by these con­di­tions. 14.3. The Sup­plier shall not, with­out prior con­sent of the Pur­chaser, make pub­licly known the fact that he has signed a con­tract with the Pur­chaser, and he may not use any or­ders for mar­ket­ing pur­poses. 14.4. Should one of the par­ties or one of their rep­re­sen­ta­tives, sub-sup­pli­ers or sub­con­trac­tors vi­o­late this para­graph in the con­tract, they shall pay a con­trac­tual penalty in the amount of 20,000 Swiss Francs to the other party, un­less the party con­cerned can prove no cul­pa­bil­ity for it­self or any other trade part­ner. 14.5. The ag­grieved party can claim for higher dam­ages and can claim for in­junc­tive re­lief. Pay­ment of the con­trac­tual penalty does not ex­on­er­ate the ag­griev­ing party from ful­fil­ment of its fur­ther oblig­a­tions with re­spect to this para­graph. 15. Pro­tec­tion of per­sonal data 15.1. The par­ties may, within the frame­work of their con­trac­tual re­la­tion­ship, ex­change per­sonal data such as names, tele­phone num­bers, email ad­dresses and other per­sonal data. Both par­ties shall use any such per­sonal data in com­pli­ance with ap­plic­a­ble laws gov­ern­ing the pro­tec­tion of per­sonal data, par­tic­u­larly, if ap­plic­a­ble, ac­cord­ing to the Gen­eral Data Pro­tec­tion Reg­u­la­tion of the EU from 4 May 2016 (EU 2016/679; "GDPR"), and they shall en­sure that no unau­tho­rized third par­ties shall have ac­cess to such per­sonal data with­out the con­sent of the per­sons af­fected or for any other le­gal rea­son. 15.2. The par­ties shall treat per­sonal data of the other party in strictest con­fi­dence and shall use these data solely for con­trac­tual pur­poses. The party pro­cess­ing per­sonal data is re­spon­si­ble for the le­git­i­macy of such pro­cess­ing as well for the pro­tec­tion of the rights of the per­sons af­fected. 16. So­cial re­spon­si­bil­ity and com­pli­ance 16.1. The Sup­plier shall com­ply with the laws of le­gal sys­tem(s) ap­plic­a­ble to the ful­fil­ment of the con­tract. He will, in par­tic­u­lar, nei­ther ac­tively nor pas­sively, nei­ther di­rectly nor in­di­rectly, en­gage in any way in anti-com­pet­i­tive arrange­ments or agree­ments, vi­o­late any ap­plic­a­ble anti-cor­rup­tion laws or en­gage in any way against the ba­sic hu­man rights of his staff. 16.2. Fur­ther­more, the Sup­plier shall be re­spon­si­ble for the health and safety of his staff; he shall act in com­pli­ance with any ap­plic­a­ble en­vi­ron­men­tal laws and also shall en­deav­our to cause his sub-con­trac­tors and sup­pli­ers to com­ply with these oblig­a­tions. 16.3. Fur­ther to any other rights and le­gal re­dress avail­able to him, the Pur­chaser may ter­mi­nate the re­spec­tive con­tract and/or can­cel any or­der placed within the frame­work of this con­tract, if the Sup­plier vi­o­lates any of these oblig­a­tions. The ter­mi­na­tion right of the Pur­chaser is how­ever sub­ject to the con­di­tion that the Sup­plier has not rec­ti­fied the breach of con­tract within a rea­son­able grace pe­riod set by the Pur­chaser. 17. Fi­nal pro­vi­sions 17.1. Sub­con­tracts for the full man­u­fac­ture or man­u­fac­ture to a sub­stan­tial de­gree of goods, as well as sub-sup­pli­ers as cho­sen by the Sup­plier, are sub­ject to prior con­sent by the Pur­chaser. Any such sub­con­tract­ing how­ever does not re­lease the Sup­plier from his li­a­bil­ity for the proper ful­fil­ment of the con­tract. 17.2. The Sup­plier shall, nei­ther in part nor in full, as­sign or trans­fer any rights or oblig­a­tions from a de­liv­ery or ser­vice con­tract to third par­ties with­out the prior writ­ten con­sent of the Pur­chaser. 17.3. Should any clause of these Gen­eral Terms and Con­di­tions of Pur­chase be found to be in­valid or un­en­force­able by a com­pe­tent court of law or a rel­e­vant au­thor­ity, such clause is deemed to be in­valid. The re­main­der of these pro­vi­sions how­ever shall re­main in ef­fect, in its en­tirety. The par­ties shall re­place any such in­valid or un­en­force­able pro­vi­sion with a valid and vi­able pro­vi­sion serv­ing a sim­i­lar eco­nomic pur­pose, if ap­plic­a­ble, pro­vided the con­tent of this con­di­tion is not in­trin­si­cally al­tered. The same ap­plies in case of omis­sions. 17.4. De­lays or omis­sions by the Pur­chaser in ex­er­cis­ing his right to any law, le­gal re­dress or le­gal rem­edy granted ac­cord­ing to these pro­vi­sions to the Pur­chaser do not con­sti­tute any waiver of rights by the Pur­chaser. 17.5. Any com­mu­ni­ca­tion con­veyed via a tele­fax or elec­tron­i­cally (e.g. via the in­ter­net or via email) shall also be re­garded as “writ­ten”. 17.6. Orior AG re­serves the right to change and amend these Gen­eral Terms and Con­di­tions at any time. The cur­rent bind­ing ver­sion can be down­loaded here­after. 18. Ap­plic­a­ble law and place of ju­ris­dic­tion 18.1. These Gen­eral Terms and Con­di­tions of Pur­chase and all in­di­vid­ual or­ders are sub­ject to Swiss Sub­stan­tive Law; fur­ther­more, con­tracts with for­eign Sup­pli­ers are sub­ject to the United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods, dated 11 April 1980. 18.2. The com­pe­tent court of ju­ris­dic­tion for any claims from or in con­nec­tion with an or­der or any other con­tract be­tween the par­ties is the domi­ciled of­fice of the Pur­chaser, and the Pur­chaser shall be en­ti­tled to file a suit at any other court of ju­ris­dic­tion com­pe­tent for the sub­ject mat­ter. Valid from May 2020 ORIOR GTC Purchase 2020 Excellence in Food ORIOR AGDufourstrasse 1018008 Zurich Tel: +41 44 308 65 00info@orior.ch GTC Imprint Disclaimer Privacy Policy Investor Relations This website uses cookies We use cookies to ensure that you have the best possible experience on our website. By continuing, you are agreeing to our Privacy Policy. Data protection Close