GENERAL TERMS AND CONDITIONS OF PURCHASE (GTCP) OF IMAGE WEAR AG
1 General
1.1 These GTCP are a binding part of all purchase contracts between Image Wear AG and the supplier. They also apply to subsequent orders without the purchaser having to refer to these conditions again. Image Wear AG is entitled to unilaterally amend or supplement the GTCP at any time. The current GTCP apply in each case.
1.2 Individual written agreements between Image Wear AG and the supplier take precedence over these GTCP, insofar as they deviate from them.
1.3 The GTCP of Image Wear AG apply exclusively. General terms and conditions of business or sale of the supplier do not become part of the contract, even if they are known, unless Image Wear AG expressly agrees to their validity in writing.
2 Offer and conclusion of contract
2.1 The offer of the supplier (including demonstration, delivery of related documents, samples and models) is made free of charge, even if Image Wear AG as a potential buyer subsequently rejects the offer.
2.2 If the offer differs from the quotation request of Image Wear AG, the supplier shall expressly point this out in writing.
2.3 The supplier expressly points out in writing if the property rights of third parties restrict the use of its deliveries and services by Image Wear AG.
2.4 If the supplier fails to set a time limit on his offer, he remains bound by the offer for 2 months from the date of the offer.
2.5 The contract is concluded by written order from Image Wear AG. Written form shall also be deemed to have been complied with by remote data transmission, in particular by e-mail.
2.6 If the supplier intends to have goods or works ordered from him manufactured by third parties, our consent must be obtained in good time, with notification being given to the sub-suppliers.
2.7 The order must be confirmed by the supplier within a period of 5 working days after the date of the order. If this does not happen, Image Wear AG is entitled to revoke the order without the supplier being able to derive any claims from this.
3 Terms of payment
3.1 The remuneration covers all services which are necessary for the proper fulfilment of the contract. The remuneration covers in particular packaging, transport and insurance costs, expenses, licence fees and all public charges (e.g. value added tax, customs duties), unless explicitly agreed otherwise (e.g. ex works de-livery).
3.2 In the event of defective performance, Image Wear AG is entitled to withhold payment proportionately until proper performance.
3.3 Price adjustments require the consent of both parties to be valid.
4 Execution and delivery conditions
4.1 The supplier shall immediately notify Image Wear AG in writing of any circumstances which jeopardise the fulfilment of the contract and shall inform Image Wear AG in writing of any further developments which, for technical, economic or other reasons, make a change in the scope or nature of the services appear appropriate.
4.2 Early deliveries or partial deliveries require our prior consent. In this case Image Wear AG is entitled to deduct costs (storage costs etc.) arising from the early delivery from the purchase price.
4.3 Each consignment must be accompanied by a delivery note in duplicate. The delivery notes must contain details of the contents and the buyer’s order number.
4.4 The place of performance is the place of destination specified by Image Wear AG in the order. Benefit and risk pass to Image Wear AG at the place of performance.
4.5 Delivery dates and periods specified in the order are binding. The receipt of goods at the place of performance is decisive for compliance with the delivery date.
4.6 If the supplier realises that the agreed dates cannot be met, he must inform Image Wear AG immediately in writing, stating the reasons for and duration of the delay, and take all necessary countermeasures at his own expense to prevent a delay and any damage caused by the delay.
4.7 In the event of failure to meet the agreed delivery date in accordance with 4.1, the supplier undertakes to pay a contractual penalty of 5% for each week of delay from the date of the agreed delivery date, up to a maximum of 25% of the value of the delayed delivery.
4.8 The payment of the penalty does not release the supplier from its obligation to fulfil the contract.
4.9 Image Wear AG is entitled to claim or set off the contractual penalty in part or in full at any time. If Image Wear AG does not immediately exercise this right, this does not constitute a waiver of the right to claim the contractual penalty at any time. A waiver can only be assumed if the contractual penalty has not been claimed at the latest 3 months after complete fulfilment of the contract.
4.10 The assertion of claims for damages remains expressly reserved insofar as the contractual penalty is not sufficient to cover the damage and the supplier does not prove that he is not at fault.
5 Warranty
5.1 The supplier warrants that its deliveries and services have the agreed characteristics, as well as those characteristics which Image Wear AG may assume in good faith even without a special agreement.
5.2 The inspection and complaint obligations of Art. 201 CO for deliveries and services are waived. If there is a defect, Image Wear AG is entitled to the statutory warranty rights according to Art. 205 et seq. of the Swiss Code of Obligations.
6 Industrial property rights
6.1 Documents and know-how which Image Wear AG has made available to the supplier for the preparation of the offer or in the context of the performance of the contract may not be modified or used for any other purpose. The documents remain the property of Image Wear AG and must be returned by the supplier upon first request. The supplier must inform the third party commissioned by him (e.g. subcontractor) of the corresponding obligation. Image Wear AG reserves the right to take action against unauthorised use (e.g. copying, distribution) of the documents, even in modified form, and against other infringements of the rights to which it is entitled.
6.2 The supplier warrants that the delivered goods do not infringe any patents or other intellectual property rights of third parties and fully indemnifies Image Wear AG against all claims of third parties based on alleged or actual infringements of intellectual property rights of any kind.
7 Prohibition of assignment and pledging
7.1 The claims to which the supplier is entitled under the order may not be assigned or pledged without the prior written consent of Image Wear AG.
8 Confidentiality and data protection
8.1 The parties shall treat as confidential all information and data arising from the contractual relationship which is neither public knowledge nor generally accessible, even if it is not marked as confidential. In case of doubt, all information shall be treated as confidential. Statutory duties of disclosure shall remain reserved.
8.2 The duty of confidentiality already exists before the conclusion of the contract and continues to apply unchanged after the termination of the contractual relationship.
8.3 This also applies to any third parties commissioned by the provider.
8.4 Any collection, processing and use of data is solely for the purpose of providing our services. Our more detailed data protection declaration can be found on our website. If the provider uses or processes data provided by Image Wear AG, it shall comply with the provisions of the applicable data protection law.
9 Applicable law / place of jurisdiction
9.1 The contract shall be governed exclusively by Swiss law. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Vienna Sales Convention) is expressly excluded.
9.2 The place of jurisdiction for all disputes arising between the parties shall be the competent ordinary court at the current registered office of Image Wear AG.
Zurich, 6 January 2025