1. DEFINITIONS
‍1.1 “Company” means Smart Place AG, including its affiliates.
1.2 “Supplier” means the contracting party providing goods and/or services.
1.3 “Goods” means all materials, components, assemblies, equipment, or other deliverables ordered by the company.
1.4 “Services” means any services provided by the supplier under a purchase order.
1.5 “PO” means Purchase Order issued by the Company.
1.6 “Specifications” means agreed technical or quality requirements, including CE, RoHS, REACH and any applicable standards.
1.7 “Delivery Location” means the place designated by the Company for delivery.
1.8 “Working Day” means Monday to Friday excluding Swiss public holidays.

‍2ND SCOPE
‍2.1 These Terms apply to all Purchase Orders issued by the Company.
2.2 Supplier's general terms and conditions shall not apply, unless expressly accepted in writing by the Company.
2.3 No partnership, agency, or employment relationship is created.

‍3. ORDERS AND PRICES
‍3.1 Purchase orders are binding only when issued in writing (including e-mail or ERP system).
3.2 Supplier shall confirm acceptance within five (5) Working Days. Failure to confirm shall be deemed acceptance.
3.3 Prices are fixed and include packaging, possible delivery incoterms are EXW, FOB, DAP (Incoterms 2020).
3.4 Any price increase must be notified at least sixty (60) days in advance and is valid only upon written acceptance by the company.

‍4TH PAYMENT
‍4.1 Invoices shall be issued after delivery of goods or completion of services.
4.2 Standard payment terms are [30/45/60] days net after receipt of a correct invoice and acceptance of goods/services.
4.3 The Company may offset amounts due against claims for defects, overpayments, or damages.

‍5TH DELIVERY
‍5.1 Delivery dates in the PO are binding.
5.2 Supplier must immediately inform the company of any risk of delay.
5.3 In case of delay not due to Force Majeure, the Company may: a) cancel the PO in whole or part without cost; b) source substitute goods/services at supplier's expense; c) claim damages for losses suffered; d) apply liquidated damages of 0.5% per week of the delayed value, max 5%.
5.4 Title and risk transfer upon delivery at the Delivery Location, unless otherwise agreed.
5.5 Partial deliveries are permitted only with prior written approval.

‍6. QUALITY ASSURANCE
‍6.1 Supplier shall maintain a certified quality management system in accordance with ISO 9001 or equivalent. The Company Reserves the Right to Request Evidence of Certification and Perform Quality Audits at Supplier's Facilities.
6.2 Goods must be: a) new, unused and manufactured from original and approved sources (no grey market or counterfeit parts permitted); b) compliant with specifications, drawings, industry standards and all applicable laws (CE, RoHS, REACH, WEEE, conflict minerals, safety directives); c) free from defects in design, materials, and workmanship.
6.3 Each delivery shall include: a) Certificate of Conformity (CoC) referencing the PO and lot/batch number; b) full traceability of production lot, including date code and manufacturing site; c) Country of Origin documentation and customs classification; d) Material Safety Data Sheets (MSDS) if applicable; e) shelf-life and storage conditions where relevant (e.g. adhesives, batteries, semiconductors).
6.4 Supplier shall immediately inform the company in writing of any quality or reliability issues discovered post-delivery, including field failures, product recalls, or non-conformance detected at other customers.
6.5 Supplier shall notify the company in advance of any change in design, manufacturing process, production site, or critical suppliers. The Company reserves the right to re-qualify the product before acceptance.
6.6 In case of non-conformance: a) the company may reject the delivery and return it at supplier's cost and risk; b) Supplier shall analyze the root cause and provide an 8D corrective action report within ten (10) working days; c) repeated non-conformances entitle the company to suspend or terminate the business relationship.
6.7 Supplier shall retain quality and production records for a minimum of ten (10) years and make them available to the company upon request.

‍7. WARRANTY
‍7.1 Supplier warrants that goods are free from defects in material and workmanship for twenty-four (24) months from delivery.
7.2 Upon notice of defect, the company may require, at supplier's expense: a) repair; b) replacement; or c) refund of the purchase price.
7.3 Replacement or repaired goods shall be subject to a renewed 24-month warranty period from acceptance.
7.4 Acceptance of delivery or payment shall not constitute waiver of warranty rights.

‍8. OBSOLESCENCE AND END-OF-LIFE
‍8.1 Supplier shall notify the company at least twelve (12) months in advance of any product discontinuation or end-of-life (EOL).
8.2 Supplier shall offer a “last-time buy” option to cover the company's forecasted needs.
8.3 Supplier shall assist in identifying and qualifying alternative parts.

‍9. LIABILITY AND INSURANCE
‍9.1 Supplier is liable for all damages caused by defective goods or services, including recall and replacement costs.
9.2 Supplier shall maintain adequate product liability and general liability insurance, providing certificates upon request.

‍10. CONFIDENTIALITY
‍10.1 All technical, commercial, and business information provided by the company is confidential and may not be disclosed without prior written consent.
10.2 Confidentiality obligations survive contract termination.

‍11. COMPLIANCE
‍11.1 Supplier shall comply with all applicable Swiss, EU, and international laws, including labor, safety, anti-bribery, and environmental regulations.
11.2 Supplier shall ensure goods are free of restricted substances, and provide compliance declarations (RoHS, REACH, conflict minerals) upon request.
11.3 Subcontracting is not permitted without prior written approval of the Company.

‍12. DATA PROTECTION
‍12.1 If supplier processes personal data on behalf of the company, it shall comply with Swiss LPD and GDPR.
12.2 Supplier shall implement adequate technical and organizational measures to protect data.

‍13. TERMINATION
‍13.1 The Company may terminate any PO, in whole or part, with immediate effect if:
a) Supplier fails to deliver on time;
b) Supplier delivers defective goods repeatedly;
c) Supplier breaches laws or confidentiality;
d) Supplier becomes insolvent.
13.2 Upon termination, the company may procure substitute goods/services at supplier's expense.

‍14TH FORCE MAJEURE
‍14.1 Neither party shall be liable for failure due to events beyond its reasonable control (natural disasters, war, strikes, pandemics, government acts).
14.2 The affected party must notify the other within five (5) days.
14.3 If the event exceeds thirty (30) days, the Company may terminate the PO without liability.

‍15. RECORDS AND AUDIT
‍15.1 Supplier shall retain relevant quality and compliance records for at least five (5) years.
15.2 The Company reserves the right to audit such records upon reasonable notice.
‍16. GOVERNING LAW AND JURISDICTION
‍16.1 These Terms shall be governed by Swiss Law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
16.2 Exclusive jurisdiction lies with the competent courts of Zurich, Switzerland.

‍17. MISCELLANEOUS
‍17.1 No Waiver of Rights is valid unless in writing.
17.2 If any clause is invalid, the remainder remains effective.1
7.3 Amendments must be written and signed by both parties.