Standard Terms and Conditions of Purchase

Prices

Any kind of price changes needs our written confirmation. All kind of fees and other costs, which are consequence of a non fulfilled purchase order and its specifications have to be covered by the supplier.

Purchase Orders

A purchase order will be placed by writing. The supplier shall confirm the purchase order by writing. Any kind of additional agreement has to be confirmed by writing. ESPROS will hand out a non-binding forecast of the supplied products for at least 3 months in advance. The supplier must keep at least one delivery lot on stock for immediate delivery based on this forecast or a quantity purchase order.
ESPROS may change design specifications at any time, but will inform the supplier at shortest possible notice.

Purchase Order Number

The ESPROS purchase order number has to be repeated on all writings, delivery notes, bill of ladings, invoices etc.

Terms of Delivery

The delivery of the products must be within ± 5 (five) working days of the confirmed delivery date. All unforeseeable events, i.e. force majeure, interruption of manufacture at ESPROS and other events, that will interfere with the interests of ESPROS, will allow ESPROS to postpone the obligation out of this purchase contract without claim for damage.

Delivery

If not mentioned in the purchase order, delivery terms are CPT (INCOTERMS 2000). Each separate delivery shall be identified by a separate delivery note.

Payment

If not mentioned in the purchase order, terms of payment are 2% discount within 14 days or 60 days net after invoice.

Invoice

All kind of taxes and fees have to be listed separately on the invoice.

Passing of Title and Risk

The products manufactured by the supplier shall remain at the suppliers risk until the delivery has been completed at the specified delivery destination.

Quality Assurance

The supplier shall maintain a suitable quality management system using written instructions for manufacturing, inspections and tests in such a way that ESPROS may omit any kind of incoming inspections and tests. ESPROS has the rights to inspect the manufacturing facilities of the supplier upon request. ESPROS informs the supplier on a regular basis about the suppliers delivery performances concerning quality, price, delivery and service.

Warranty

The supplier fully warrants that the supplied products will be free from defects in design, material, workmanship, and title. The supplied products shall comply with the technical specification and the state of the art. It does not cover defects caused by ESPROS from faulty installations, maintenance, repairs and alterations carried out without consent of supplier.
The supplier shall especially guarantee the maximum concentration values of forbidden materials mentioned in the EC directive 2002/95/EC RoHS. For any proven violation of the requirements of this directive the supplier will be made fully liable.
The aforesaid warranty shall not limit in any way supplier's liability under mandatory provisions of law regulating manufacturer's liability or under other mandatory regulations.

Quality Claims

The supplier fully warrants for the quality of the supplied products. ESPROS informs the supplier within shortest possible notice, but ESPROS cannot accept a certain period of time. ESPROS reserves the right to claim warranty during whole product life time i.e. manufacturing, final test or initiated by customer complaints independent whether the products are already paid or not. ESPROS expects for each quality claim a corrective action and improvement report.

Product Liability

If ESPROS is made responsible by an aggrieved party based on product liability, and if origin of the defect is attributable to the products delivered by the supplier, the supplier shall reimburse ESPROS for all necessary and proven costs. The supplier shall sign a product liability insurance for worldwide coverage with a sum of minimum of CHF 5'000'000 at a premium insurer and has to disclose to ESPROS at any time upon request with a certification of the insurer or has to show to ESPROS the policy. It has to take into consideration, that the supplied products are used in safety and medical devices.

Infringement of Intellectual Property Rights

The supplier warrants that the supplied products do not infringe third parties intellectual property rights as well as any legal as- pects. Drawings, specifications, data, tools etc. supplied from ESPROS are the intellectual property of ESPROS and must not be used for any other purposes without our written permission.

Law

This purchase order may be interpreted in accordance with Swiss law. The contracting parties will endeavor to amicably solve any dispute arising out of this purchase contract. If no amicable settlement can be reached, any dispute shall be exclusively fall within the jurisdiction of the ordinary courts at the domicile of ESPROS.