General Terms and Conditions of Purchase (GTCP)
General Terms and Conditions of Purchase
1. Scope
1.1 These GTCP apply to all orders, framework agreements, and individual contracts concluded by CLOOS electronic SA (“the Purchaser”) as the buyer of goods, services, or works.
1.2 Deviating terms and conditions of the supplier shall only apply if confirmed in writing by the Purchaser. Silence does not constitute acceptance.
2. Contract Conclusion & Order of Precedence
1. Purchase order
2. Specific purchasing conditions or framework agreement
3. These GTCP
4. Technical specifications / quality documents
5. Supplier’s offer (if accepted)
Order acceptance must occur in writing within 5 calendar days; commencement of action or delivery constitutes acceptance.
3. Prices, Incidental Costs, Payment Terms
3.1 Prices are fixed and include all incidental costs (packaging, transport DDP Le Locle as per Incoterms 2020, duties, taxes).
3.2 Invoicing only after complete delivery; payment term is 60 days net after defect-free goods acceptance check.
3.3 The Purchaser is entitled to set-off and retention rights in case of counterclaims.
4. Delivery, Deadlines, Delay
4.1 Delivery dates are fixed deadlines.
4.2 In case of delay, the Purchaser may choose to (i) demand delivery and claim a contractual penalty of 0.5% per started week (max. 5%) or (ii) withdraw from the contract.
4.3 Partial deliveries require written approval.
5. Shipping, Packaging, Labeling
ESD-compliant, recyclable packaging according to IPC/JEDEC J-STD-033.
Each delivery must include: delivery note, inspection report, material declaration (RoHS/REACH), COC, UDI (if MedTech-relevant).
Use of RoHS-compliant alloys and halogen-free packaging materials is mandatory.
6. Transfer of Risk & Ownership
Risk transfers only after unloading and positive quality acceptance at the Purchaser’s site.
Ownership transfers upon payment; extended retention of title clauses by the supplier are not recognized.
7. Quality, Environmental & Safety Requirements
7.1 The supplier maintains a certified QM system according to ISO 9001; for MedTech relevance, additionally ISO 13485.
7.2 Components must comply with applicable standards IPC-A-610 Class 2 (standard) or Class 3 (on request).
7.3 Zero-defect target: PPM ≤ 200; systematic FMEA and 8D reports in case of deviations.
7.4 The Purchaser is entitled to announce or conduct unannounced audits and process approvals (PPAP/FAI) at the supplier or their sub-suppliers.
8. Document & Change Management
Any design or process change requires a written PCN (Product Change Notification) ≥ 90 days before implementation.
Traceability data (lot/batch, MSL, serial numbers) must be retained for 10 years.
9. Warranty
9.1 Warranty period is 36 months from transfer of risk.
9.2 In case of defects, the Purchaser may choose between repair, replacement, price reduction or withdrawal; all costs are borne by the supplier.
9.3 For safety- or legally-relevant defects, the supplier supports recalls at their own expense.
10. Product Liability & Insurance
The supplier indemnifies the Purchaser from all third-party claims and maintains operational and product liability insurance ≥ CHF 5 million per incident for the contract duration + 5 years.
11. Compliance & Sustainability
11.1 Material compliance (RoHS, REACH, POP, SCIP entry) and Regulation (EU) 2017/821 (conflict minerals) are mandatory.
11.2 The supplier commits to a Code of Conduct in line with UN Global Compact principles, including occupational safety, no child/forced labor, anti-corruption.
11.3 Energy and CO₂ data must be disclosed upon request (Scope 1/2).
12. Cybersecurity & Data Protection
Confidential information must be protected according to ISO/IEC 27001/27701.
Electronic data exchange via encrypted EDI; CAD/Gerber files only on secure servers.
Personal data is processed according to Swiss FADP & EU GDPR.
13. Confidentiality & Intellectual Property
All non-public information remains the property of the Purchaser; the supplier may use it only for contract fulfillment.
Tools, software, and drawings provided by CLOOS remain Purchaser’s property; IP arising from customer-specific developments transfers to the Purchaser at no additional cost.
14. Spare Parts & Obsolescence Management
The supplier guarantees spare parts availability for ≥ 7 years after end of series production.
Early notification of discontinuations required ≥ 12 months in advance.
15. Force Majeure
Each party is released from its performance obligations to the extent and for as long as an unforeseeable, unavoidable event (pandemic, natural disaster, official order) prevents it.
The affected party informs within 48 hours; both parties negotiate an adjusted solution.
16. Termination / Withdrawal
The Purchaser may terminate the contract in whole or in part at any time if (i) the supplier breaches essential contractual obligations, (ii) insolvency proceedings are initiated, or (iii) ownership structure changes significantly, endangering performance.
Contract-compliant services already rendered will be compensated.
17. Governing Law & Jurisdiction
Swiss law (CO and PILA) applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Exclusive place of jurisdiction: Le Locle / Canton of Neuchâtel, Switzerland.
18. Final Provisions
Severability clause: Invalid provisions do not affect the validity of the remainder of the contract; they must be replaced by legally valid provisions that come as close as possible to the intended economic purpose.
Language clause: In case of interpretation conflicts, the German version shall prevail.
Effective date: These GTCP come into effect on August 1, 2025 and replace all previous versions.
