General Terms and Conditions of Purchase of Jansen AG

Version 04/2023

1 Scope

1.1 These General Terms and Conditions of Purchase of Jansen AG (hereinafter referred to as “Terms and Conditions of Purchase”) shall apply to all business transactions of Jansen AG with the supplier or other contractors (hereinafter referred to as “Supplier”). Jansen AG does not recognize any terms and conditions of the Supplier that conflict with or deviate from these Terms and Conditions of Purchase.

1.2 The Terms and Conditions of Purchase shall apply even if they are not mentioned in subsequent orders or if Jansen AG accepts deliveries unconditionally in the knowledge that the Supplier's terms and conditions conflict with or deviate from these Terms and Conditions of Purchase. They shall also apply if the Supplier refers to its own terms and conditions, in particular when accepting the order or in the order confirmation, and Jansen AG does not expressly object thereto, or if there is no express confirmation of the order or the Supplier executes only part of the order. Deviations from these Terms and Conditions of Purchase shall only be effective if Jansen AG confirms them in writing. Such confirmation may be included in the order, for example.

1.3 These Terms and Conditions of Purchase form an integral part of the contract between the Supplier and Jansen AG.

2 Order

2.1 Offers made by the Supplier to Jansen AG are binding and free of charge.

2.2 With the inquiry, the Supplier is invited to submit its offer as a specialist. In doing so, it must be governed by the descriptions and objectives of Jansen AG and must specifically draw attention to any deviations it identifies; it fully and unconditionally acknowledges its obligation to provide clarification. The offer includes the documentation required in each case for the products supplied.

If the Supplier does not set a deadline in its offer, the offer shall be binding for a period of 90 days.

2.3 Orders shall only be binding upon Jansen AG once Jansen AG has placed them in writing. The same applies to ancillary agreements and order amendments; in particular, deviations from the order in terms of quantity or quality as well as cancellations shall only be binding once Jansen AG has confirmed them in writing.

2.4 Orders placed by Jansen AG must be confirmed by the Supplier in writing within two (2) working days of the order being issued, stating the order number of Jansen AG; otherwise Jansen AG shall no longer be bound by said orders. Irrespective thereof, an order shall be deemed to have been accepted if the Supplier does not raise an objection to it within three (3) working days of receiving the order.

2.5 Drawings, samples or plans produced by the Supplier are to be submitted to Jansen AG for approval.

If the Supplier produces and/or delivers according to specified plans, samples, drawings, etc., the Supplier shall be obliged to ensure on its own responsibility that it is using the up-to-date plans, samples, drawings (e.g. comparison of technical specifications in the order and drawings available to the Supplier, etc. and, in particular, comparison of the plan date and the version of the drawing).

Such specified plans, samples, drawings, etc. and specified tolerances are binding. Modifications are only permissible subject to prior written agreement from Jansen AG. By accepting the order, the Supplier acknowledges that it has gained information about the type of execution and scope of performance from an inspection of the order documents. Jansen AG is not bound by obvious errors, spelling mistakes and miscalculations in documents and drawings submitted by Jansen AG. The Supplier is obligated to inform Jansen AG immediately of any such errors. This also applies in the case of missing documents.

The purchasing department of Jansen AG is the sole point of contact concerning missing drawings, changes, additions or adjustments to drawings and other information about drawings.

2.6 If Jansen AG provides the Supplier with material for processing, the Supplier shall inspect it immediately after delivery and before processing. The Supplier must immediately point out any defects in writing. Thereafter the defense of defectiveness is excluded.

3 Prices and terms of payment

3.1 The agreed prices are fixed prices and, unless agreed otherwise in individual orders or framework agreements, shall be based on DAP Incoterms 2020. At the time of delivery, the Supplier shall not offer Jansen AG any less favorable prices or conditions than other customers, provided they are offering the Supplier the same or equivalent conditions. Otherwise, the Supplier shall renegotiate prices and conditions with Jansen AG for the future, taking into account the prices and conditions of the other customers.

3.2 If acceptance is hindered as a result of force majeure, claims on the part of the Supplier for counter-performance or damages shall be excluded. These Terms and Conditions of Purchase interpret “force majeure” to mean all unforeseeable events encountered during service provision by Jansen AG which may result in such operations being disrupted (delay, impracticality, obstruction, etc.). This also includes governmental acts with the same or similar consequences (e.g. import and export bans, increased customs duties, changes in licensing practice, etc.). Events of force majeure are in particular natural phenomena of a particular severity (earthquakes, landslides, etc.), wars, acts of terrorism, boycotts, lockouts, justified/unjustified strikes, epidemics, pandemics and other serious occurrences and their consequences in the regions of the operating sites of Jansen AG. In such cases, the Supplier shall store the goods at its own expense and risk until they are taken over by Jansen AG. If the event of force majeure lasts longer than three months, Jansen AG is entitled to withdraw from the order in full and without cost consequences.

3.3 Unless otherwise agreed, Jansen AG shall at its option effect payment within 30 days with a 2% discount, or within 60 days net, in each case after receipt of the correct invoice, provided that the goods have been duly received. Delays caused by incorrect or incomplete invoices do not adversely affect any discount periods.

Payment does not imply acceptance of the invoice or acceptance of the item(s) delivered. The goods become the property of Jansen AG at the latest upon payment, unless ownership has passed to Jansen AG earlier.

3.4 Invoices, delivery notes, order confirmations, test certificates and other correspondence must be provided with the complete purchase order, order and article number of Jansen AG as well as the Supplier's or manufacturer’s part number. Invoices and delivery notes must always be submitted in duplicate. Partial deliveries/services are to be designated as such on the invoice. If these rules are not complied with, invoices shall be deemed not to have been received until clarification or completion by the Supplier.

Invoices shall be sent to Jansen AG separately from the delivery, preferably via EDI interface or by e-mail; the invoice must not be included with the delivery.

3.5 Jansen AG is entitled to assert the retention rights to which it is entitled by law without restriction. Jansen AG is fully entitled to apply offsetting to the extent permitted by law.

The Supplier may only assign the purchase price receivable with prior consent from Jansen AG.

4 Delivery and delivery periods, transfer of risk

4.1 The delivery period stated in the order and other delivery dates agreed in writing or by e-mail are binding and must therefore be adhered to. In particular, deadlines agreed in other contracts, deadlines from project specifications, and deadlines agreed for preliminary/final acceptance and commissioning shall also be deemed to be delivery deadlines.

4.2 Within the delivery period which runs from the date of Jansen AG's order, or on the delivery date, the goods must be delivered to the place of delivery specified by Jansen AG. Direct deliveries must be advised by dispatch advice to the purchasing department of Jansen AG. For clarification, it is pointed out that additional costs for expedited carriage in order to comply with a delivery deadline are to be borne by the Supplier.

As soon as it becomes apparent that the Supplier will be unable to keep to the agreed delivery date (overall, and also in the case of part-shipments), the Supplier must immediately notify Jansen AG of this in writing. Jansen AG is free to assert the following rights – independently of each other and also cumulatively – after the unsuccessful setting of an additional period for performance:

  • to withdraw from the order;
  • to claim damages for non-performance, including all additional costs and damages incurred due to delayed delivery or performance;
  • to demand a contractual penalty of 0.5% of the net order value per week or part thereof, up to a maximum of 5% of the net order value. Payment of the contractual penalty shall not release the obligor from the performance obligation.

4.3 Partial deliveries are only permissible on the basis of written agreements; otherwise Jansen AG may refuse to take delivery of them. In any case, the benefit and risk shall only be transferred upon acceptance of the last partial delivery. In the case of partial deliveries, the outstanding remaining quantity must be stated in writing.

4.4 Before the expiry of the delivery deadline, Jansen AG is entitled, but not obliged, to accept the goods.

4.5 Benefit and risk pass to Jansen AG upon completion of the unloading process with acceptance of the delivery by Jansen AG or at the agreed place of delivery. This also applies if the Supplier transfers the goods to a forwarding agent or carrier. Unloading performed by employees of Jansen AG shall be carried out exclusively at the Supplier's risk. If Jansen AG takes receipt of the goods at the Supplier's premises and the goods remain with the Supplier after acceptance by Jansen AG, the Supplier shall bear the risk of accidental deterioration or accidental loss of the goods until the goods have reached their final destination and been unloaded there.

4.6 In the case of deliveries by the Supplier direct to a customer of Jansen AG, upon Jansen AG's request the Supplier shall use shipping documents and packaging that do not identify the Supplier, in particular do not contain the Supplier's logo. Alternatively, shipping documents and packaging identifying Jansen AG as the Supplier to the customer shall be used at the request of Jansen AG. Jansen AG will provide the Supplier with delivery notes if required. In the case of direct deliveries, the Supplier is obliged to keep the shipping documents in accordance with the statutory provisions and to deliver them to Jansen AG immediately upon request.

4.7 The goods are transported at the Supplier's risk. They are to be packed in such a way as to prevent damage during transport. Packaging materials shall only be used to the extent necessary to achieve this purpose.

4.8 All goods, including individual packages in a pallet cage or on a pallet, must without exception be clearly marked with the dispatch note article number (“VS” article number), the dispatch note article designation (“VS” article designation), the quantity delivered, the date of the order, and the place of delivery. Shipping different articles in/on one pallet or pallet cage without detailed markings on the individual items is generally not permitted, unless a deviating arrangement is agreed with Jansen AG in advance in each case. Each consignment must be accompanied by a delivery note containing all the order-specific details. Partial and residual consignments must be designated as such on all shipping documents and invoices.

4.9 Jansen AG is only obliged to accept deliveries if they are made using returnable loading equipment (EURO pallet cages, EURO flat pallets). Pallets are exchanged in line with the guidelines of the European Pallet Association (EPAL). The use of one-way pallets and special pallets is only permitted with the prior consent of Jansen AG.

4.10 The Supplier shall ensure that all deliveries subject to mandatory marking are properly marked. The marking shall also be shown on order confirmations and all other shipping documents.

4.11 The Supplier shall provide Jansen AG with proofs of origin (e.g. supplier's declarations, movement certificates or declarations of origin on the invoice, certificates of origin in accordance with the provisions on non-preferential origin), including all the necessary details and duly signed; such proofs of origin shall be submitted once a year as a long-term declaration or with each delivery without delay and without invitation.

If, due to statutory provisions, the Supplier is required to provide proofs of compliance and/or documents for the purpose of material compliance (REACH, etc.), the Supplier shall provide them to Jansen AG without invitation, but no later if requested by Jansen AG. If Jansen AG requires the Supplier's cooperation for proof of compliance, the Supplier shall be obliged to perform all necessary acts of cooperation, in particular the submission of declarations, without delay.

Jansen AG has the right to request additional information about the delivered products from the Supplier. Such additional information may also relate to the CO2 footprint or other information in connection with the so-called climate-neutral industry. The Supplier shall ensure that it can provide such information upon request within a useful period of time and that information from its own suppliers is also available on call.

4.12 In the case of goods whose labeling contains or needs to contain date information relating to shelf life (e.g. best-before date or use-by date), the remaining shelf life, i.e. the time available to Jansen AG for processing and/or marketing the goods, counting from the day following receipt of the goods, must be at least 80% of the total shelf life (period between production and the date indicated). The Supplier is obliged to clearly indicate the best-before date or use-by date both on the packaging and on the outer packaging. In addition, this information must also be highlighted accordingly in the delivery documents.

4.13 If the assembly and commissioning of the goods also forms part of the order, Jansen AG shall grant the Supplier the necessary access to its premises for this purpose. The Supplier shall comply with the operational rules of Jansen AG, in particular the safety regulations and the house rules. The Supplier shall provide initial instruction to the personnel of Jansen AG with regard to the products delivered by it. The scope of this instruction must facilitate the proper use of the goods in accordance with the contract. Jansen AG has the right to demand clarification from the Supplier within 3 months of the first instruction (also at the Jansen AG premises).

5 Acceptance

5.1 Jansen AG is not obliged to accept deliveries that do not correspond to the order in terms of quantity or do not comply with the current, specified drawing date, the current plans or the current other specific (technical) product requirements. Jansen AG will not return an over-delivery up to a maximum of 10% of the ordered quantity to the Supplier. Quantities exceeding this will be returned to the Supplier at the Supplier's expense and risk.

Deliveries which do not comply with the orders with regard to delivery periods and deadlines may be rejected by Jansen AG. Costs arising from this will be charged to the Supplier.

5.2 The scope of delivery includes everything that is required for the correct and efficient functioning of the delivered products. In particular, the delivery is only complete and ready for acceptance upon handover of the complete documentation for the delivered products. The Supplier shall hand over the documentation to Jansen AG within the delivery period or on the delivery date, electronically as well as in paper form; the documentation shall be complete and suitable for copying with regard to all technical specifications and functions, as well as with respect to all regulations referring to operation and maintenance in the agreed languages and in the agreed number of copies. Jansen AG may copy the documentation for use in accordance with the contract. If defects need to be remedied, the Supplier shall provide the documentation as necessary.

5.3 Factory test certificates must arrive at the latest with the respective delivery or, upon the request of Jansen AG, must be delivered without delay in the manner requested by Jansen AG.

5.4 Jansen AG has a zero-defect strategy and its compliance is binding on every supplier. If the zero-defect requirement is violated, Jansen AG may reject the goods.

6 Material and tools provided

6.1 Material made available to the Supplier remains the property of Jansen AG. It must be stored separately and may only be used for orders placed by Jansen AG. The Supplier shall be liable for any reduction in value or loss after receipt, even if the Supplier is not at fault.

The items manufactured using materials provided by Jansen AG are the property of Jansen AG in all states of manufacture. The Supplier shall keep these items in safe custody. It shall ensure that any property of Jansen AG held in its possession is properly maintained and, if necessary, replaced in accordance with the instructions of Jansen AG, so that it can be used by Jansen AG at any time. There shall be no additional payment for the safekeeping of items and materials, and the Supplier shall have neither the right of retention nor the defense of set-off.

6.2 Jansen AG shall retain ownership of tools, molds, devices and the like, which it procures or finances entirely or partially. Jansen AG may demand their return in the event of not insignificant production and delivery difficulties experienced by the Supplier.

Products manufactured or marked with the means of production mentioned in this section 6.2 may only be provided to third parties with prior written consent from Jansen AG. The means of production must also be clearly marked by the Supplier at its expense as items belonging to Jansen AG by means of engraving or a badge. The planned marking location and method (engraving, badge, etc.) must be approved by Jansen AG.

6.3 Production facilities, control units, measuring devices and measuring instruments must be designed to be calibrated. They are delivered already calibrated. Basic calibration is included in the price and is not remunerated additionally.

7 Claims for defects

7.1 The Supplier warrants that the products delivered by it comply with plans, samples, drawings and specimens approved by Jansen AG and with the order or, insofar as the order was placed merely with reference to an offer from the Supplier, with its offer. The Supplier then warrants that the delivered goods do not have any physical or legal defects that nullify or significantly reduce the value or the suitability of the product for the intended use and that the delivered goods have the warranted characteristics.

7.2 The Supplier furthermore warrants that all deliveries comply with the applicable legal requirements, product safety, the relevant regulations of authorities and trade associations, rules, services, specifications and regulations of the countries in which the goods are manufactured, stored or through which they are transported or in which they are used, as well as the current state of the art.

7.3 The Supplier warrants that all deliveries are free from third-party industrial property rights and, in particular, that the delivery and use of the delivered items do not infringe any patents, licenses or other third-party industrial property rights.

7.4 The warranty period is 24 months, calculated from the transfer of risk (cf. section 4.5), unless otherwise agreed in the order. If defects only become apparent after the warranty period lapses, the Supplier shall be liable for as long as Jansen AG is liable to its own customers.

7.5 Jansen AG is not bound by any deadlines with regard to the inspection of the delivered goods and the notification of defects of any kind, whether obvious or hidden. Defects which are only discovered during handling or processing or at the premises of customers of Jansen AG and are then notified to Jansen AG shall be deemed to have been notified in good time. In this respect, the Supplier expressly and unconditionally waives the defense of late notification of defects or approval.

7.6 The statutory provisions on material defects and defects of title shall apply unless otherwise provided for in these Terms and Conditions of Purchase. Jansen AG is entitled to set a deadline for the Supplier to remedy the defect free of charge at a place specified by Jansen AG or to demand the delivery of defect-free replacement goods free of charge. If the deadline is not met, Jansen AG shall be entitled, without further notice, to choose between remedying the defects itself at the Supplier's expense and risk, arranging substitute performance by a third party, or demanding rescission or a reduction of the purchase price. Jansen AG is further entitled to charge the Supplier for any direct or indirect damage suffered by it as a result of defective delivery or service. The warranty obligations for these parts shall begin anew with the repair or replacement of defective parts.

7.7 If the Supplier fails to comply punctually with a request from Jansen AG to remedy the defect, Jansen AG shall be entitled to claim damages. In any case, the Supplier shall bear all costs arising from the delivery of defective goods. This also applies to those costs incurred when forwarding the defective goods to customers of Jansen AG.

7.8 If, in the opinion of Jansen AG, it can be assumed that a defect also exists in other parts delivered by the Supplier, Jansen AG shall be entitled to carry out a recall or replacement action for the part identified as defective at the Supplier's expense. The Supplier shall, at the option of Jansen AG, repair or replace at its own expense all the parts which have already been delivered. This shall also apply if the warranty period has already expired. The Supplier shall also compensate Jansen AG in full as a result of such replacement action.

7.9 In the event of defects in delivery or service, Jansen AG and any company affiliated to it shall be entitled to withdraw from all contractual relationships with the Supplier which have as their object the regular delivery of goods or provision of services and/or work, if there is a justified fear that defects or deficiencies in a delivery or service will also have a lasting effect on other deliveries or services. This does not apply if the Supplier can credibly demonstrate that defects of this kind are no longer to be feared in the future. Companies are affiliated (hereinafter referred to as “affiliated companies”) if one company controls the other or if both companies are subject to the same control. Control in this context includes direct or indirect ownership of more than 50% of the capital and voting rights of the legal entity.

7.10 Jansen AG may return rejected goods at the Supplier's expense. If the Supplier refuses to take back the goods despite a reminder, Jansen AG is entitled to store the goods with a forwarding agent at the Supplier's expense. If rejected goods are stored by Jansen AG, it shall only be liable for breaching the normal standard of care.

7.11 The Supplier warrants that spare parts can be provided within a reasonable period of time for a term of at least 15 years after acceptance of a delivery by Jansen AG.

8 Confidentiality and intellectual property

8.1 The Supplier is obliged to treat orders placed by Jansen AG and all related commercial and technical information, in particular research, development, production and market data, drawings, calculations and other business information and disclosures, as business secrets and thus to treat them confidentially. In the Supplier's business establishment, they may only be made available to those employees who require them for the purpose of delivery to Jansen AG and who are also bound by secrecy. Without the prior written consent of Jansen AG, they may only be used for deliveries to Jansen AG and may not otherwise be reproduced or used commercially. They may not be made accessible or otherwise disclosed to third parties without the prior written consent of Jansen AG. At the request of Jansen AG, they must be returned immediately in full or must be verifiably destroyed.

8.2 Jansen AG reserves all property rights, including intellectual property rights, to all such information, as well as to models, tools, test equipment, and the like. This includes, in particular, but not exclusively, copyrights, the right to apply for industrial property rights (such as patents and utility models), etc.

8.3 The Supplier recognizes all industrial property rights and patents of Jansen AG.

8.4 Insofar as the Supplier’s performance infringes patents or industrial property rights of third parties, the Supplier shall indemnify Jansen AG and its customers against all claims arising from the infringement of such industrial property rights. This shall not apply insofar as the Supplier has manufactured the delivered goods exclusively in accordance with drawings, models or other descriptions equivalent thereto provided by Jansen AG and has remained unaware through no fault of its own that third-party property rights are thereby infringed.

8.5 Without the prior written consent of Jansen AG, the Supplier may not advertise on the basis of its business relationship with Jansen AG, its brands (including logo), information and products, or cite Jansen AG as a reference.

9 Image rights

Insofar as the Supplier provides Jansen AG with images, drawings, videos or instructions, the Supplier hereby assigns to Jansen AG the rights of use thereto without restriction in terms of time, geography, media or content. This includes in particular the right of Jansen AG to store, reproduce and distribute them in modified or unmodified form in all media (print and digital) and to transfer the rights of use to third parties. The Supplier waives its right to be named.

10 General liability rule

10.1 With regard to liability for damages not based on the defectiveness of a delivery or service, the statutory provisions shall apply unless and insofar as these Terms and Conditions of Purchase stipulate otherwise.

10.2 The Supplier shall fully and unconditionally indemnify Jansen AG and/or any company affiliated to it against all costs and claims asserted by third parties against Jansen AG or incurred by Jansen AG as a result of the conduct of the Supplier and/or its performance (including litigation and attorney's costs). The same applies to product liability claims based on defective performance by the Supplier. Within the scope of the aforementioned obligation, the Supplier shall also reimburse Jansen AG for all expenses incurred in connection with a recall action organized by Jansen AG. To the extent reasonable, Jansen AG shall inform the Supplier of any recall measures to be carried out. Jansen AG is authorized to disclose the name of the Supplier as well as the Supplier's contact details direct to the third party making the claim.

10.3 Should the products delivered by the Supplier in any way directly or indirectly damage Jansen AG or any of its affiliated companies, their boards or employees, the Supplier shall compensate Jansen AG in full. Likewise, the Supplier undertakes to fully and unconditionally indemnify Jansen AG with regard to all claims resulting from such damage.

10.4 The Supplier is obliged to comply with the product safety regulations applicable to the contractual territory. The Supplier shall be liable to Jansen AG for all damages suffered by Jansen AG due to non-compliance with the product safety regulations, in particular for the costs of a warning, imposing a sales stop, withdrawal from the market or a recall action, as well as costs imposed on Jansen AG by official bodies.

10.5 The Supplier is obliged to take out general business and product liability insurance with cover of at least CHF 5,000,000 per loss event (personal injury/property damage) – lump sum – and to maintain this insurance in full at least until the expiry of seven years after the end of the business relationship with Jansen AG. The Supplier undertakes, upon first request by Jansen AG, to provide evidence of the corresponding receipts. Further claims for damages of Jansen AG remain unaffected by the existence of the insurance policies referred to herein.

10.6 The Supplier shall be liable for the conduct of its auxiliary personnel or third parties commissioned by it (e.g. suppliers, subcontractors) as for its own.

10.7 Upon request by Jansen AG, the Supplier shall immediately notify the respective manufacturer, importer or upstream supplier. Furthermore, the Supplier shall provide Jansen AG with all relevant evidence to defend against claims by third parties or official proceedings.

10.8 The Supplier is responsible for compliance with applicable standards and laws in connection with its delivery to Jansen AG.

In the case of cross-border services, the Supplier undertakes to comply with the provisions applicable to cross-border services (e.g. the registration obligation) in accordance with the Federal Posting of Workers Act (SR 823.20) and the Ordinance on the Posting of Workers (SR 823.201) (see also explanations on the homepage of the State Secretariat for Economic Affairs [SECO]: https://entsendung.admin.ch/cms/content/behoerden/arbeitsbewilligung_en).

Non-Swiss suppliers of contractual services for machinery and equipment as well as for the infrastructure and construction sectors shall also observe the specific regulations of the Federal Tax Administration, including the obligation to register, the disclosure of the Swiss VAT number and VAT, as well as import tax to be borne by the Supplier contrary to section 3.1 (see also explanations on the homepage of the Federal Tax Administration [ESTV]: https://www.estv.admin.ch/estv/en/home/value-added-tax/vat-tax-liability/foreign-companies.html).

10.9 The Supplier's employees must observe the house rules, the safety regulations and the instruction sheet for foreign employees (“Fact sheet for external employees”) of Jansen AG on the company premises of Jansen AG.

11 Integrity

The Supplier states that it will not enter into, and has not entered into, any agreements or arranged any other measures that would adversely affect the competition. The Supplier undertakes to take all necessary measures to avoid corruption, so that in particular no benefits nor other advantages are offered or accepted. The Supplier acknowledges that violation of this integrity clause may lead to termination of the contract for good cause by Jansen AG.

12 Import and export control

The Supplier is obliged to comply fully with all applicable import and export control regulations when fulfilling its delivery obligations. This primarily, but not exclusively, affects the applicable regulations in Switzerland, the EU, Turkey, China, and the USA. The Supplier shall obtain all import and export permits or licenses in a timely manner for punctual delivery. In the event that products, technologies, data or other information delivered to Jansen AG are classified or listed as export-restricted or re-export-restricted under the applicable export regulations, the Supplier shall, without being requested to do so, immediately notify Jansen AG in writing of the export control classifications and, upon Jansen AG's request, provide Jansen AG with all relevant export information and documentation (e.g. copies of export licenses, etc.). In the event that the Supplier breaches the above obligations, the Supplier shall fully indemnify Jansen AG for all damages arising out of or in connection with such breach.

13 Rescission

In addition to the rights of rescission already mentioned, Jansen AG is entitled to withdraw from the order wholly or partially without compensation, if

a) the economic situation of the Supplier deteriorates to such an extent that, in the opinion of Jansen AG, fulfillment of the order appears to be at risk, or

b) the Supplier repeatedly fails to fulfill its obligations on time or in full, or

c) the Supplier discontinues its deliveries, or

d) the sectors, individual parts thereof or an individual sector to which Jansen AG belongs, are in an exceptionally difficult economic situation.

14 Place of performance and jurisdiction

14.1 The place of performance for delivery is the registered address of Jansen AG. A different place of performance may be agreed.

14.2 The contractual provisions of the parties shall be governed by Swiss law, to the exclusion of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.3 The ordinary courts at the registered address of Jansen AG shall have jurisdiction for all disputes arising from or in connection with the contractual relations of the parties. Jansen AG reserves the right to take legal action against the Supplier at its registered address.

15 Final provisions

15.1 The Supplier may only involve third parties in the performance of its delivery obligations with the prior written consent of Jansen AG. The Supplier shall remain solely responsible to Jansen AG for the contractual performance and shall be fully liable for the third parties involved. It shall ensure that the third party is subject to at least equivalent rules with regard to secrecy, industrial property rights and product liability.

15.2 The Supplier may neither assign nor pledge claims against Jansen AG without the latter's written consent.

15.3 Jansen AG reserves the right the draw up additional provisions, leaflets, etc. (e.g. code of conduct) within the framework of the contractual relationships arising from these General Terms and Conditions of Purchase, which shall also form fully and unconditionally integral parts of the contract. These would be posted on the homepage of Jansen AG (https://www.jansen.com/en/) or sent to the Supplier upon request. The Supplier undertakes to implement such requirements in full when fulfilling the order of Jansen AG.

15.4 These Terms and Conditions of Purchase may be amended and/or supplemented by Jansen AG at any time. The version of the Terms and Conditions of Purchase valid at the time of concluding the contract shall be authoritative in each case. These Terms and Conditions of Purchase replace all standard or general terms and conditions of purchase previously valid.

15.5 Should individual provisions of these Terms and Conditions of Purchase be or become void and/or ineffective (e.g. as a result of conflicting general terms and conditions of contract [“battle of the forms”]), the validity and/or effectiveness of the remaining provisions or parts of such provisions shall remain unaffected.

In the event of invalidity, ineffectiveness of individual provisions, or incompleteness of these Terms and Conditions of Purchase, the parties shall endeavor to find an amicable solution before resorting to litigation.

15.6 In the event of any differences between the German version and versions of the Terms and Conditions of Purchase in any other language, the original German text shall prevail in each case.

16 Special regulations for equipment

16.1 Definition of the term “equipment”

“Equipment” according to the General Terms and Conditions of Purchase of Jansen AG means tools, machinery and the like of which the order value exceeds CHF 100,000. Suppliers of equipment shall observe the following additional provisions in addition to the other provisions of these General Terms and Conditions of Purchase. In the event of a conflict between the other provisions and these equipment-specific provisions, the equipment-specific provisions of this section 16 shall prevail.

16.2 The order

16.2.1 Orders placed by Jansen AG must be confirmed in writing by the Supplier within one week of the order being issued, quoting Jansen AG's order number; otherwise Jansen AG shall no longer be bound by them.

16.2.2 Parts which are not listed individually on the order, but which are necessary for operation and functioning, are considered to be included in the order and are part of the equipment price. This also applies to the small and connecting materials required during assembly.

16.2.3 Jansen AG defines in the order the deadlines for design approval, preliminary acceptance, delivery date, assembly and trial phase, commissioning and final acceptance. As soon as the Supplier realizes that one of these deadlines cannot be met, it shall immediately notify Jansen AG in writing, stating the reasons and the expected duration of the delay.

16.2.4 Should additional requirements be introduced by Jansen AG or the Supplier between placing the order and the successful final acceptance, which were not agreed upon in the order, the parties shall inform each other thereof in writing without delay. Any technical, cost-related or deadline-related deviation from the order must be mutually agreed upon prior to its implementation. Without an express, written agreement on a change, Jansen AG will not bear any additional costs, or otherwise the originally agreed conditions will continue to apply unchanged.

Amendments do not affect warranty rights and guarantees; warranty rights and guarantees specifically are not limited by amendments.

16.2.5 Before starting to manufacture the equipment, design approval has to be obtained from Jansen AG. The Supplier must provide the following information to Jansen AG by the date of design approval:

  • An equipment overview with work areas for operation, location of operating devices (human-machine interface)
  • Requirements for the location; foundations, dimensions of the equipment with the necessary access
  • Safety concept with description of the individual safety functions
  • Insight into the risk assessment
  • Information on noise, sound and vibration avoidance
  • All interfaces including power supply (pneumatic, electrics, etc.)
  • Lubricants/operating fluids to be provided by Jansen AG

If computers or other IT components form part of the equipment, this requires consultation with the IT department of Jansen AG via the project manager of Jansen AG. All consultations must have been concluded by the time of design approval.

16.3 Prices and terms of payment

16.3.1 Unless otherwise agreed, the following terms of payment shall apply for equipment:

30 days after commissioning

16.3.2 For partial payments prior to receipt of the equipment at Jansen AG, which in total are higher than CHF/EUR 100,000, the Supplier must provide bank guarantees to Jansen AG. The monthly fees and expenses arising from a bank guarantee shall be borne by the respective parties themselves. Should the term expire through the fault of the Supplier, the Supplier must extend it independently. This point is the responsibility of the Supplier.

16.4 Delivery and delivery periods

16.4.1 The scope of delivery includes everything required for the correct and efficient functioning of the equipment. An exact product specification must be included with the delivery of the equipment.

16.4.2 It is the responsibility of the Supplier to request the Jansen guidelines mentioned here from Jansen AG at an early stage. These will be supplied to it by Jansen AG. In the absence of any other agreement, the aforementioned applicable guidelines form an integral part of the contract between the parties.

16.4.3 The Supplier shall provide Jansen AG with operating instructions as defined in the Federal Order on Machine Safety (Verordnung über die Sicherheit von Maschinen) and Directive 2006/42/EC in German (2x paper form, 1x electronic version). This also applies to all auxiliary devices. Included are, in particular:

  • Maintenance plans including specifications for service intervals as well as lubricant lists and lubrication schedule,
  • Lists of spare parts and wearing parts with original or DIN designations and details of the manufacturer,
  • Equipment, foundation and installation plans, transport description (floor loading per machine foot, machine mounts, method of attaching machines, etc.),
  • Drawings of assemblies with parts list,
  • Maintenance instructions,
  • Pneumatic and hydraulic circuit diagrams with location plan, parts list and manufacturer's specifications, and
  • The same markings should be used on the hydraulics and pneumatics as on the schematic diagram.

16.4.4 To go with the equipment, the Supplier shall provide Jansen AG with assembly drawings and detail drawings of all customer-specific parts in the format specified in more detail below. This includes in particular all parts which come into contact with the product and are thus subject to wear, e.g. plastic supports, centering and guiding parts, transport and support rollers, etc.

Detail drawing: *.pdf / *.dxf

With associated digital 3D model: *.iam / *.ipt (Inventor) ansonsten *.stp (STEP AP214) oder *.igs (IGES)

A 3D model of the entire equipment is to be provided. A simplified, data-reduced 3D model with correct outer contours is also possible. All interfaces (including supports and fixing points) of the equipment must be reproduced in the model. The data is to be delivered to Jansen AG at the earliest possible stage, as agreed with the project manager of Jansen AG.

The Supplier undertakes to make the drawings available at Jansen AG's request even at a later date (i.e. when the equipment is already in operation and payment is made).

16.4.5 In addition, the following electro-technical documentation is to be presented to Jansen AG:

  • Depending on the size of the equipment, a schematic layout plan of the electrical elements,
  • Schematic diagrams/circuit diagrams (including detailed schematics of electronic units),
  • Function description (flow chart),
  • Power consumption, performance data and energy efficiency classes,
  • Circuit diagrams for external connections,
  • Location plan of the attached and installed parts,
  • Original operating instructions for purchased parts,
  • Further information in accordance with the Jansen electro-technical guideline “Electrotechnical directive”.

16.4.6 The Supplier undertakes to hand over the following documents for the entire scope of delivery, including all purchased components, at Jansen AG's request, or to allow comprehensive inspection:

  • Risk assessment of individual hazards with a specification of performance level according to EN ISO 13849-1:2008 Note: Perform initial risk assessment before protective measure, iterative process (e.g. according to EN ISO 12100:2010),
  • Calculations and tests of safety-critical components: e.g. load-bearing components, protective covers (puncture strength), etc., 
  • Test reports for the control system according to EN 60 204-1: 2006, section 18 as well as further test reports such as sound measurement report, EMC tests, etc.

16.5 Acceptance, assembly, trial phase, commissioning

16.5.1 Preliminary acceptance takes place after installation of the equipment at the Supplier's premises and relates to the fulfillment of the required quality and performance in accordance with the specifications and these Terms and Conditions of Purchase.

The date of preliminary acceptance shall be agreed by the parties in good time. Defects detected at the preliminary acceptance stage must be remedied at the manufacturer's premises before delivery takes place.

Should preliminary acceptance fail through the sole fault of the Supplier, the Supplier shall bear the travel and accommodation expenses for further preliminary acceptance tests.

The Supplier shall notify Jansen AG when the equipment is ready for shipping at least eight (8) days before the envisaged delivery date. This notification shall include the weight and dimensions of the individual loading items with possible allocation to trucks. If special lifting equipment (e.g. pneumatic crane, etc.) is required for the delivery, this must be notified by the Supplier as early as possible and agreed with Jansen AG.

16.5.2 Unless otherwise agreed, the following applies to the assembly and trial phase:

The Supplier and its specialists shall take care of the erection, installation and testing, as well as the follow-up inspection and demonstration of the equipment. Special assembly equipment and tools are provided by the Supplier. This results in no costs for Jansen AG, and specifically the travel costs and all expenses are already included in the price. Auxiliary personnel of Jansen AG will only be made available on the basis of a separate written agreement.

If, through the fault of the Supplier (technical problems, etc.), the agreed assembly and/or trial phase is delayed and the associated deadline for commissioning is missed, the resulting costs of the delay shall be borne by the Supplier.

During the assembly and trial phase, the equipment is to be operated only under the supervision of the Supplier. The Supplier may not hand over to Jansen AG any equipment that still requires the intervention of a fitter/trainer.

Insurance for the Supplier's fitters and liability for third-party damage is the responsibility of the Supplier.

16.5.3 The commissioning of the equipment, i.e. the first use of the equipment for its intended purpose, shall only be performed if:

  • The declaration of conformity/declaration of incorporation is present,
  • The technical documentation within the meaning of the Federal Order on Machine Safety as well as Directive 2006/42/EC is available in German (2x paper form, 1x electronic version) (including auxiliary equipment),
  • The documentation on performance data, consumption, energy efficiency classes of equipment components is present,
  • The employees of Jansen AG have been trained (with proof of training),
  • If the equipment can be operated by Jansen AG employees on their own (no more assistance from the Supplier required),
  • If all function tests have been performed,
  • If all performance tests have been performed, and
  • If the equipment has a remote maintenance tool, and provided it is fully operational.

Fine adjustments which are only possible in full operation may be made up to final acceptance. Changes may be made to the technical documentation until final acceptance.

Commissioning represents the technical release.

16.5.4 The transfer of risk and ownership takes place at the time of commissioning.

16.6 Training

16.6.1 Training on the equipment is carried out at the Jansen AG site. For each training course, the Supplier shall prepare a certificate which provides information on the training content, participants, and the person responsible for the training. The training certificate is to be signed by the person responsible for the training and the participant(s).

The operating personnel are to be trained by the Supplier so that after being trained they are able to handle the equipment and controls, carry out the operation and supervision of the envisaged work procedures correctly and independently, including retooling.

The training of the maintenance staff is to be performed such that after the training Jansen AG is able to carry out electrical and mechanical maintenance and troubleshooting independently.

In addition, a briefing on occupational health and safety must be given to all employees:

  • Indication and explanation of all hazards associated with the equipment.
  • Explanation of the protective equipment which is used to guard against these hazards and the way such equipment is used.

16.7 Final acceptance

16.7.1 Final acceptance takes place when fine adjustments have been completed after commissioning and all changes have been made to the technical documentation.

Final acceptance represents the commercial release. At this point the warranty period commences.

16.8 Requirements placed on all Jansen AG equipment

16.8.1 All cables must be laid in suitable cable ducts for protection from contamination and damage.

The switching elements (valves) must be positioned in such a way as to protect them from contamination as well as to be close to the components that are to be operated. Good accessibility must be ensured.

The labeling of cables for electrical elements such as switches, valves and motors must be durable and easily legible (no stickers). This also applies to pneumatic lines, hydraulic lines, lubrication lines, valves, pumps and motors.

16.8.2 The hydraulic and pneumatic components used as well as the lubrication equipment must comply with the Jansen guideline on the mechanical, hydraulic, pneumatic design of equipment and machines “Mechanical, hydraulic, pneumatic design of equipment and machines”.

The electrical components used must comply with the Jansen electro-technical guideline “Electrotechnical directive”.

16.8.3 The safety functions of the equipment must be designed in accordance with the results of the risk assessment and must be state of the art.

16.8.4 The equipment must have “Steuerung AUS” (Control OFF). It is not sufficient to rely solely on the emergency stop.

When using hydraulics and compressed air, it must be possible to switch them off with a single switch/button (de-energizing circuit for maintenance). The correct safety connections must be ensured.

16.8.5 The PLC and panel program or visualization data must be provided to Jansen AG in a suitable electronic form.

16.8.6 The equipment must conform to the following sound level: LpA ≤85 dB(A)

The Supplier is obliged to point out possible noise, sound and vibration emissions caused by the production process and indicate possibilities of avoidance. To avoid structure-borne noise emissions, the Supplier shall discuss possible construction measures with Jansen AG (e.g. foundations to incorporate vibration damping elements). Material transfer points are to be designed to produce as little noise as possible.

16.8.7 If the Supplier delivers equipment which is incomplete, the assembly instructions and declaration of incorporation must also be handed over on delivery. The conditions which must be fulfilled so that the incomplete equipment can be assembled with other parts to form a complete system correctly and without impairing the health and safety of persons must be notified to Jansen AG in writing at the time of design approval.

Jansen AG may, at its discretion, have the equipment tested for CE conformity by a certified institution (e.g. SUVA) chosen by it. The costs of a successful test shall be borne by Jansen AG. If CE conformity cannot be confirmed, the Supplier shall carry out the necessary measures to achieve CE conformity free of charge. In addition, the Supplier shall bear the costs of further tests for which Jansen AG is billed by the certified institution it commissioned.

This obligation forms an integral part of the order. If this obligation is not complied with, the order shall be deemed not to have been duly fulfilled. Claims for damages due to the resultant consequences are expressly reserved.

16.9 Repairs and spare parts

16.9.1 The equipment must be designed in such a way that maintenance and servicing can be performed with a minimum of effort by ensuring appropriate accessibility.

The operating state, displays, etc. of the maintenance units must be visible and accessible at all times. Otherwise, Jansen AG is immediately entitled to move the respective units at the Supplier's risk and expense.

Maintenance and servicing must take account of energy efficiency. Where energy-saving potential is evident, the Supplier is obliged to point this out.

16.9.2 The Supplier undertakes to maintain a service and repair capability available for 15 years after final acceptance, so that a qualified fitter can reach the equipment site within 24 hours (except on Sundays and public holidays) of being notified.

16.9.3 The Supplier guarantees the availability of original spare parts and parts that ensure the functioning of the equipment within three (3) working days for a duration of 15 years after the equipment is commissioned. A detailed list of wearing parts and spare parts (including prices) is to be attached to the operating instructions in electronic and paper form; critical wearing parts and spare parts are to be specially marked. They must also be listed as separate items in the Supplier's offer and on the order confirmation. For pneumatic, hydraulic and electrical components, and for other standard parts that the Supplier does not manufacture itself, Jansen AG must be informed of the manufacturer(s) and procurement sources with addresses. The parts are to be specified in such a way as to enable Jansen AG to re-order them direct in a clear and unambiguous way. The fulfillment of these information obligations does not release the Supplier from its warranty for spare parts and other parts.

The Supplier offers a comprehensive spare parts package as an option, the ordering of which is at the sole discretion of Jansen AG.

16.10 Claims for defects and warranty

Any claims for defects by Jansen AG shall expire three (3) years after the equipment is commissioned. If an average of 5% downtime is exceeded during the warranty period, the warranty shall be extended by 12 months each time until the required 98% equipment availability is reached; after seven years, the warranty will expire permanently. The assessment of equipment availability is based on the technical rules of the Association of German Engineers (VDI) 3423 concerning the availability of plant and machinery. In all other respects, claims for defects shall be governed by section 7 of these Terms and Conditions of Purchase.