General Terms and Conditions of Purchasing

1. Scope of validity

1.1 These General Terms and Conditions of Purchasing (“Purchasing Terms”) govern all procurement transactions of Grünig-SignTronic AG (“Grünig-SignTronic”, “we”, “us”).

1.2 Supplier conditions that differ from or conflict with these Purchasing Terms shall not apply, even if we do not expressly object, unless we have agreed to them in writing.

1.3 Purchase orders issued by us, together with these Purchasing Terms and any referenced specifications, form the entire agreement between the parties.

2. Offers and duty to inform

The supplier submits quotations free of charge and based on our request documents. Deviations must be highlighted. Offers remain binding for at least ninety (90) days unless another period is specified.

3. Purchase order acceptance

3.1 Orders are placed in writing or by electronic data interchange. They become binding when the supplier confirms them in writing, begins executing them, or does not object within five (5) calendar days of receipt.

3.2 Each purchase order includes all components and services required for the agreed function, even if they are not explicitly listed, unless the parties agree otherwise in writing.

3.3 Quality agreements, drawings, specifications, and referenced standards form part of the purchase order and are binding.

4. Prices, delivery terms, and documentation

4.1 Prices are fixed and understood as DAP (Delivered at Place) CH-3150 Schwarzenburg, Switzerland, Incoterms® 2020, unless explicitly agreed otherwise. Packaging, insurance, customs formalities, and all ancillary costs are included.

4.2 Each delivery must be accompanied by a delivery note referencing our purchase order number, article numbers, and quantities. Partial deliveries require our prior consent and must be clearly identified.

4.3 The supplier attaches the legally required documentation, including declarations of conformity, safety data sheets, and certificates of origin.

4.4 If reusable packaging is charged, we may return it for credit.

5. Invoicing and payment

5.1 Invoices must reference the purchase order number, item numbers, and delivered quantities. One invoice shall be issued per purchase order.

5.2 Unless otherwise agreed, payments fall due 60 days after receipt of a correct invoice and acceptance of the delivery. We reserve statutory rights of set-off and retention.

6. Delivery dates and delay

6.1 Delivery times stated in the purchase order are binding. If a delay becomes apparent, the supplier shall inform us immediately, provide reasons, and propose countermeasures.

6.2 If the supplier is in default, we may assert contractual penalties agreed in the purchase order, claim damages, withdraw from the contract, or procure replacement goods at the supplier’s expense after setting a reasonable grace period.

6.3 Early deliveries require our consent; goods delivered ahead of schedule may be returned or stored at the supplier’s risk and expense.

7. Quality, warranty, and inspection

7.1 The supplier warrants that all deliveries meet the agreed specifications, state-of-the-art safety requirements, and applicable legal regulations. Goods must be free from defects and suitable for the intended purpose.

7.2 We perform incoming inspections by sampling. The supplier waives the objection of delayed notification for defects discovered during proper inspection or later in operation.

7.3 The warranty period is twenty-four (24) months from acceptance by Grünig-SignTronic. For repaired or replaced items, the warranty period restarts.

7.4 In case of defects, we may demand rectification, replacement, price reduction, or rescission. Urgent cases entitle us to remedy the defect ourselves or through third parties at the supplier’s expense.

8. Liability and product safety

8.1 The supplier indemnifies us against third-party claims arising from product defects attributable to the supplier. This includes recall costs, legal fees, and all associated expenses.

8.2 The supplier maintains adequate product liability and commercial general liability insurance and provides proof on request.

9. Intellectual property rights

The supplier guarantees that deliveries and services do not infringe third-party intellectual property rights. In case of claims, the supplier indemnifies Grünig-SignTronic and secures continued use of the goods.

10. Technical documents

10.1 We supply necessary drawings, CAD data, and process descriptions for the purchase order. They remain our property and may only be used for executing the order.

10.2 The supplier provides final documentation, operating instructions, and spare parts lists in English or German at no additional cost.

11. Audits and logistics coordination

11.1 We may audit the supplier’s quality assurance measures after prior notice. Audits do not release the supplier from its obligations.

11.2 If installation or commissioning is part of the scope, the agreed price includes these services unless stated otherwise.

12. Confidentiality and exclusivity

12.1 Information, drawings, and data obtained from Grünig-SignTronic are confidential and may not be disclosed to third parties without written consent. The obligation continues after completion of the order.

12.2 The supplier shall not manufacture products developed for Grünig-SignTronic for third parties without our written approval.

13. Compliance and sustainability

The supplier complies with applicable laws, including export control, environmental, labour, and anti-corruption regulations. Upon request, the supplier provides evidence of responsible sourcing of materials and adherence to recognised standards of responsible business conduct.

14. Transfer, assignment, and subcontracting

The supplier may only transfer rights or obligations, or involve subcontractors, with our prior written consent. Approved subcontractors remain fully under the supplier’s responsibility.

15. Governing law and jurisdiction

Swiss substantive law applies, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is Schwarzenburg, Canton of Bern, Switzerland; we may alternatively sue at the supplier’s registered seat.

16. Final provisions

Changes or amendments to these Purchasing Terms must be made in writing. If individual provisions are invalid, the remaining clauses remain effective. The parties will replace any invalid clause with a legally permissible provision that approximates the original intent.

Information on how we process personal data of suppliers and their employees can be found in our Privacy Policy.

These Purchasing Terms are available in German and English. In the event of discrepancies, the German version prevails.