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FILTRACON® General Terms and Conditions of Purchase and Delivery (hereinafter referred to as GTC)

1. General information

  1. These GTC apply without restriction to all purchases from and deliveries to FILTRACON®, unless otherwise agreed in writing between FILTRACON® and the contractual partner.
  2. In the event of contradictions between conflicting contractual documents, the following priority applies with regard to the legal validity of the agreements in these documents:
    1. Agreements in accordance with a written, signed contract
    2. Regulations in accordance with these terms and conditions of purchase
    3. Initial written inquiry from FILTRACON® to the supplier/customer
    4. Supplier's terms and conditions of sale, provided that FILTRACON® has accepted them in writing.
  3. Amendments and deviations from these GTC must be made in writing and signed by both parties (by hand, via DocuSign or similar systems, or with a certified digital signature). The signed documents do not necessarily have to be physical; they may be electronic or scanned copies as described above.
  4. Written information provided by the supplier shall be deemed binding representations unless expressly marked as non-binding.
  5. Terms of delivery such as DDP, FOB, etc. shall be interpreted in accordance with the applicable INCOTERMS.

2. Offers

  1. Quotations and the transmission of offers are free of charge for FILTRACON®, even after prior inquiry.
  2. Unless otherwise agreed, offers and quotations are binding for 90 days from the date of delivery to FILTRACON® (receipt).

3. Orders and conclusion of contract

  1. An order for FILTRACON® shall only be legally effective and binding once a written purchase order has been issued to the supplier/contractual partner.
  2. The supplier/contractual partner is generally obliged to sign the PO. If the PO is not signed within 3 working days of receipt or of the start of the contractual work, the contract shall automatically be deemed to have been concluded with the content and scope of the PO.

4. Subcontracting

  1. The subcontracting of essential work always requires the prior written consent of FILTRACON®. Commercially available products and raw materials (including screws and similar products as well as raw materials that must be used to manufacture the respective product) are excluded from this.

5. Prices and payment

  1. Prices are fixed prices, unless otherwise agreed, and include packaging and freight costs as well as taxes (excluding VAT).
  2. VAT and other taxes must be shown separately.
  3. In the event of price changes by the supplier, FILTRACON® may return the scope of delivery.
  4. Payments shall be made net within 30 days of acceptance and receipt of invoice.
  5. A bank guarantee may be required for advance payments.
  6. Late documents may extend payment deadlines.
  7. Counterclaims may be offset
  8. A 2% discount applies to payments made within 14 days of delivery of the goods to the customer.

6. Materials/tools provided free of charge

  1. FILTRACON® remains the property of FILTRACON® even after processing and must be labeled accordingly.
  2. Tools paid for by FILTRACON® become its property upon delivery of the goods and may only be used for its orders.
  3. The supplier is liable for loss or damage to materials and tools provided by FILTRACON®.

7. Delivery date and delays

  1. Compliance with deadlines is an essential part of the contract.
  2. Delivery delays on the part of the supplier/contractual partner and deviations from assurances in the PO must be reported immediately.
  3. In the event of delivery delays, FILTRACON® reserves the right to claim damages.
  4. If the supplier is unable to meet a fixed delivery date, FILTRACON® has the right to terminate the contract unilaterally, whereby the termination of the contract shall take effect ex nunc upon written notification of the unilateral termination (date of dispatch of the notice of termination, by post or e-mail). FILTRACON® may take over the work performed up to the date of termination in return for remuneration in accordance with the previous agreement.
  5. Contractual penalties for delayed delivery amount to 0.5% of the purchase price per day, up to a maximum of 15% of the purchase price. A contractual penalty is owed and due upon occurrence of the delay (in the case of a forward transaction, on the day following the due date).

8. Packaging and shipping

  1. Deliveries are made on a DDP basis; packaging must protect the goods. Damage caused by improper packaging shall be borne by the supplier. The risk shall only pass to FILTRACON® upon receipt/acceptance of the goods at the agreed place of delivery.
  2. Packaging material can be returned
  3. Special requirements for unpacking must be indicated.

9. Compliance with applicable laws

  1. The supplier guarantees compliance with all relevant laws and regulations relating to the performance of the contract and shall provide the necessary documents, such as certificates of origin and safety data sheets.

10. Delivery / Export Control

  1. Partial deliveries and early deliveries always require the prior written consent of FILTRACON®.
  2. Before shipping, the supplier checks whether the goods correspond to the order in terms of quality and quantity. Only checked goods may be delivered.
  3. Each delivery must be accompanied by a delivery note containing the reference numbers, test confirmation, and order number from FILTRACON®.
  4. Invoices must be sent to FILTRACON® in duplicate, as an "original" and a "copy," separately. Costs incurred due to non-compliance shall be borne by the supplier.
  5. The correspondence must include the order number, order date, and quantity details. The delivery note must contain the delivery address of FILTRACON®.
  6. The supplier guarantees compliance with all export regulations and is responsible for obtaining the necessary licenses. FILTRACON® shall be indemnified for any costs arising from violations.

11. Ownership and transfer of risk

  1. Ownership shall pass upon receipt of the delivery at FILTRACON® or at the agreed place of delivery. Until handover, the supplier shall store the goods free of charge and insure them.
  2. If shipping documents are missing, the supplier shall store the goods at its own expense and risk.

12. Termination of contract

  1. FILTRACON® may terminate the contract in writing at any time. Only verifiable costs are refundable. The supplier shall hand over any work already commenced to FILTRACON®.
  2. In the event of non-performance, insolvency, or breach of contract, FILTRACON® may unilaterally terminate the contractual relationship and the order and conclude the scope of delivery elsewhere. The supplier shall be liable for any additional costs incurred as a result.

13. Inspections and spare parts

  1. FILTRACON® can check production and scope of delivery. The supplier remains responsible for quality.
  2. Drawings, test certificates, and spare parts lists must be provided upon delivery. Spare parts must be available for 10 years after acceptance.

14. Warranties and guarantees

  1. The acceptance of goods or services takes place after delivery or commissioning as agreed, depending on which occurs later. Payment does not constitute acceptance. Upon acceptance, FILTRACON® issues a confirmation of acceptance; until the confirmation of acceptance is issued, acceptance has not yet taken place and the warranty periods have not yet begun to run.
  2. The supplier guarantees that the goods are free from defects, comply with specifications, and are suitable for the intended purpose.
  3. The warranty period is 12 months for goods and other services, and 24 months for installation services from the date of acceptance of services or goods by FILTRACON®. Repaired or replaced goods receive a new warranty period.
  4. FILTRACON® may have defects remedied at the supplier's expense if the supplier fails to act immediately.
  5. FILTRACON® is not obliged to inspect the entire delivery or parts thereof immediately. Defects shall be reported upon discovery. The supplier waives the right to object to late notification.
  6. The warranty period shall recommence for repaired or replaced goods. In the event of defects, FILTRACON® shall offer replacement as a warranty measure, subject to any other agreement.
  7. In the event of a replacement delivery, the delivered items must remain with FILTRACON® until a faultless replacement delivery has been made. The same applies in the event of termination of the CONTRACT due to a faulty delivery.
  8. In the event of disputes regarding quality aspects, an expert opinion shall be obtained, if necessary from the Swiss Federal Laboratories for Materials Testing and Research (EMPA). The costs shall be borne by the party that is not in the right.
  9. The supplier undertakes to indemnify FILTRACON® unconditionally and in full in the event of product defects and claims for damages, non-contractual or other claims by third parties resulting therefrom.

15. Intellectual Property and Confidentiality

  1. FILTRACON® retains all intellectual property rights to all documents, records, and information provided by it to which it has such rights. These may be used by the supplier exclusively for the fulfillment of the contract and may not be passed on to third parties or used for other purposes without prior written consent.
  2. The supplier guarantees that the scope of delivery as specified in the order confirmation does not infringe any third-party intellectual property rights. In the event of an infringement, the supplier shall, at its own expense, obtain the right of use or adjust the scope of delivery accordingly.
  3. The SUPPLIER undertakes to treat as strictly confidential any information that is not publicly known and that becomes known to it in the course of its business relationship with FILTRACON®. This includes, in particular, technical, commercial, product-related, and strategic information.
  4. Disclosure to third parties or use for purposes other than the contractually agreed services is expressly prohibited. The SUPPLIER may only disclose such information to its own employees or subcontractors if this is necessary for the performance of the contract and these persons are subject to an equivalent confidentiality obligation.
  5. The confidentiality obligation applies for the duration of the business relationship and for a period of five years after its termination. Legal obligations to disclose information remain unaffected, provided that FILTRACON® is informed immediately.
  6. If the SUPPLIER violates these confidentiality provisions, FILTRACON® reserves the right to take legal action and claim damages.
  7. Any mention of FILTRACON® for advertising purposes or as a reference customer is only permitted with prior written approval.

16. Miscellaneous

  1. These GTC are governed by Swiss law. In the event of disputes, the courts at the location of FILTRACON® shall have jurisdiction.
  2. Any assignment of rights or obligations without the prior consent of FILTRACON® is not permitted.
  3. Failure to exercise rights does not constitute a waiver.
  4. If any provision of these GTC is invalid, the remaining terms and conditions shall remain valid. Invalid provisions and contractual gaps shall be interpreted in such a way that they come as close as possible to the invalid provision or the other provisions in these GTC in economic terms.
  5. FILTRACON® expects its suppliers to avoid conflict minerals from the DRC and neighboring countries and to provide due diligence information confirming that they are conflict-free.
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