General Terms and Conditions of Orders

Art. 1 General Provisions

For the purposes of these General Terms and Conditions of Orders (the "General Terms"), "Ordering Party" or "Zehnder" means the entity of Zehnder Group (Siber Zone SLU, Industrias Gonal Hispania SLU, Metair 2010 SLU) requesting the products or services from the Supplier; "Supplier" means the party supplying the products or services to the Ordering Party; The Ordering Party is a direct or indirect subsidiary of Zehnder Group AG, the publicly listed parent company of the Ordering Party (Zehnder Group AG and its direct or indirect subsidiaries are referred to as "Zehnder Group").
These General Terms and Conditions of Order and Purchase apply to all purchase orders placed by the Ordering Party, as well as to all deliveries of products and provision of services to the Ordering Party. Supplier terms that differ from these General Terms shall only be valid to the extent that they have been expressly accepted in writing by Zehnder in advance. In the event of discrepancies or contradictions between these General Terms and a contract, the contract provisions shall prevail.
The contracting parties understand that neither the Ordering Party nor any Zehnder Group company shall, under any circumstances, be jointly liable for the obligations of another Zehnder Group company arising from any order placed by such company with the Supplier or with any company of the Supplier’s group.
If the Supplier delivers products or provides services to other Zehnder Group companies and signs or accepts a Swiss version of these General Terms, such Swiss version shall prevail and apply exclusively to any delivery of products and provision of services by the Supplier to Zehnder Group.
All legally relevant agreements and statements of the contracting parties must be made in writing to be valid.
Unless otherwise stipulated in writing, all Supplier offers, including drawings, demonstrations, and visualizations, shall be free of charge.

Art. 2 Purchase Order

The type, scope, and deadline for the products to be delivered or the services to be provided by the Supplier shall be established in writing between the parties on a case-by-case basis and shall be binding. Unless otherwise stipulated, the scope of delivery shall include, in addition to the expressly specified products or services in the order, all means (including complete documentation in electronic format and in the official language at the Ordering Party’s registered office or in English) necessary for the proper execution and operation of the requested products or services. If customized software is developed, the Supplier shall transfer the source code to Zehnder unless otherwise agreed in writing.
Any objection by the Supplier must be communicated to Zehnder in writing within 5 days of receipt of the purchase order.
By submitting the offer, the Supplier acknowledges being aware of all relevant facts and circumstances related to the calculation, design, and execution of the delivery, including accessories.
If an order is placed without a price or without a recommended price, Zehnder reserves the right to approve the price after receiving the order confirmation.
If Zehnder requires an order confirmation from the Supplier, the contract shall become effective upon receipt of such written confirmation by Zehnder.
Subcontracting orders to third parties is permitted only with the express authorization of Zehnder. In such cases, the Supplier shall act on its own behalf, at its own expense and risk, and shall be liable for the actions of the third party to the same extent as for its own actions.

Art. 3 Purchase Order Changes

Zehnder is entitled to modify orders at any time regarding the quantity of products to be delivered or the services to be provided. To reflect such increase, reduction, or variation in the purchase order, a reasonable price adjustment shall be made. If Zehnder notifies the Supplier of its intention to do so, the Supplier shall inform Zehnder in writing within five (5) business days of any resulting additional or reduced costs, as well as any changes to the schedule. Zehnder shall then inform the Supplier whether the order should be modified accordingly or remain unchanged, with the original provisions remaining in effect.
The Supplier may propose changes to the order, provided they result in an improvement, and such changes must be approved in writing by Zehnder.
All costs resulting from subsequent changes to specifications or to the order shall be borne by the Supplier if such changes were made without Zehnder’s approval.
Zehnder shall be entitled to cancel orders at any time without being obligated to pay damages or any other compensation to the Supplier. Payments for products delivered and services rendered before order cancellation shall remain unaffected.

Art. 4 Documentation

All documentation provided by Zehnder, such as drawings, models, samples, etc., shall remain the property of Zehnder. The Supplier shall use them exclusively in Zehnder's interest. Use of such documentation in any way or disclosure to third parties is not permitted without Zehnder’s express written approval.
All documentation shall be returned to Zehnder without delay upon request; the Supplier shall not be entitled to any right of retention.
The Supplier shall provide Zehnder, in a timely manner and in duplicate, with all important technical documentation (e.g., diagrams with main dimensions, bills of materials, plans, diagrams, test specifications, etc.) in a binding form for review and response before manufacturing or delivery. Submission and approval of the documentation by Zehnder does not relieve the Supplier of its responsibility to fulfill the guarantees and obligations assumed under this contract. The Supplier shall provide Zehnder, in duplicate and at the latest upon delivery, with detailed instructions for assembly, disassembly, supervision, operation, and maintenance of the entire delivery.

Art. 5 Delivery Deadlines / Delay in Delivery

Delivery dates shall be understood as the dates and times of delivery of the products or performance of the services at the stipulated date and time and at the stipulated location. The location and date shall always be essential.
The agreed delivery deadlines shall be met. To avoid an imminent delay, the Supplier agrees to organize, at its own expense, urgent or express delivery. Furthermore, Zehnder reserves the right to decide whether to insist on compliance and claim compensation for delay or to waive performance of the contract in case of missed deadlines. The right to claim damages is reserved in all cases. Delays due to force majeure are excluded; in such cases, the delivery period shall be extended accordingly.
Force majeure shall be understood as war, acts of terrorism, and major environmental disasters, provided such events or their consequences are unforeseeable, unavoidable, and beyond the reasonable control of the Supplier at the time of contract conclusion or execution.
For each full week of delay, the penalty shall amount to 2%, up to a maximum of 10%, calculated on the contract price of the delayed portion of the delivery. A delivery shall be considered delayed if, unless otherwise stipulated in writing, it does not arrive at Zehnder on the agreed delivery date. Any amendment to this provision must be made in writing.
The delay compensation constitutes a contractual penalty. Payment of delay compensation does not exempt the Supplier from its obligation to deliver in accordance with the contract. In any case, the right to claim damages and other rights under this agreement is reserved.

Art. 6 Delivery, Transport and Insurance

The Supplier shall pack the products carefully. Zehnder reserves the right to reject deliveries with defective packaging, incorrect labeling or documentation, as well as partial or early deliveries that have not been agreed in writing, or to accept and store them at the Supplier’s cost and risk until the agreement is duly fulfilled.
Upon prior notice, Zehnder and its representatives shall have free access to the Supplier’s company or plant and to those of its subcontractors, and shall be provided with all information requested regarding the status of the work, the quality of the materials used, etc. Inspections or acceptance tests performed by Zehnder shall not release the Supplier from full responsibility for fulfilling the guarantees and contractually agreed obligations.
Freight and packaging, insurance costs, charges, license fees, and all public levies shall be borne by the Supplier. Unless otherwise stipulated, delivery shall be made free of charge, including all unforeseen expenses, to the plant designated by Zehnder or to the location or construction site specified (Supplier’s place of performance). The "DDP" (Delivery Duty Paid) clause according to Incoterms 2020 shall apply unless expressly agreed otherwise.
Each shipment shall be accompanied by a delivery note indicating all technical specifications, the delivery destination, and the order number.

Art. 7 Shipment and Storage

Availability for shipment shall be notified to Zehnder in writing. If shipment of the material must be postponed beyond the agreed delivery date at Zehnder’s request, the Supplier shall store the material at its plant or another suitable location for 6 months free of charge.

Art. 8 Acceptance of Delivery

Zehnder shall not be deemed to have accepted the delivered item until it has had a reasonable time to inspect it after delivery or, in the event the delivered items exhibit a defect, until a reasonable time after such defect becomes apparent. Once the inspection is completed, Zehnder shall inform the Supplier if the products are damaged or if transport damage has occurred due to insufficient packaging. Such damage shall be borne by the Supplier. If a defect in the delivery item is not reasonably detectable during inspection, Zehnder shall have a reasonable time to notify such defect once detected or to reject the delivery item.
If any items delivered to Zehnder do not comply with the provisions of Articles 6 and 11 of these General Terms or do not conform to the order for any other reason, Zehnder may reject the delivered items and request replacement or recover all payments made to the Supplier, without prejudice to any other rights or remedies available under these General Terms.

Art. 9 Invoicing

Invoicing shall take place immediately after delivery. The order number and the Supplier’s banking details must be included in all documents (e.g., confirmations, delivery notes, invoices, and similar documents).

Art. 10 Payment

Payments shall be made within 60 net days of receipt of the invoice. Other payment terms must be agreed in writing by the parties.
The place of payment shall be the Supplier’s registered office.
If final acceptance occurs only after a trial operation, 10% of the final delivery price shall remain unpaid as a guarantee retention until the warranty period has expired. The guarantee deposit shall serve as security for the Supplier’s obligations under the warranty provisions. Zehnder shall release it after the warranty period if no deficiencies are found in the delivery or if the Supplier has fully complied with its warranty obligations. The guarantee deposit shall not bear interest.

Art. 11 Warranty and Liability

The Supplier guarantees that the products delivered or services provided by it or its subcontractors comply with all agreed specifications, including all specified materials, workmanship, documentation, and quality requirements. Otherwise, the products shall be fit for their intended purpose or for the usual uses of products of the same type, and shall meet the functionality and performance expectations reasonably expected by Zehnder, based on the information, documentation, and statements provided by the Supplier. The products shall possess the agreed or required qualities and shall be free from material and manufacturing defects, as well as legal deficiencies. The properties listed in the order shall be considered guaranteed characteristics. The Supplier undertakes to maintain an appropriate quality management system and to have the necessary means and equipment for quality testing. Quality and material compliance with the order shall be binding for the Supplier. Products and deliveries shall be manufactured and executed according to proven design and efficiency principles, considering the latest advances in science and technology and the most suitable materials for the intended use. Maximum operational safety shall be ensured. The products or services shall be designed so that maintenance and repairs are minimal and can be carried out quickly, easily, and at low cost. In addition, the delivery must comply with all applicable regulations of government bodies as well as applicable professional standards.
The Supplier guarantees that the design, assembly, and workmanship shall be free from defects and that the products or services shall function properly in their entirety and be suitable for the specific purpose communicated to the Supplier, either expressly or implicitly, in the order or related documents. The Supplier guarantees that the products or services are new, unused as of the delivery date, and shall be free from defects during the warranty period.
Subject to any mandatory contrary legislation, the warranty period for all deliveries shall be five years from acceptance of delivery. Zehnder shall have the right to report a defect throughout the warranty period.
If the products or services are defective, damaged in transit, or fail to meet any warranty during the warranty period and are not remedied within forty-eight (48) hours, or in case of any other breach of contract, Zehnder shall be entitled to demand prompt replacement of the products or services (if necessary, with parts of another suitable design) or, at its discretion, request repair of the defective goods or services by the Supplier at no cost. In all cases, the right to claim damages is reserved. In addition, Zehnder may, at its own discretion and at the Supplier’s expense, execute any or all of the following remedies:
- Reject any further goods or services from the Supplier;
- Require the Supplier to indemnify and hold Zehnder (or any of its subsidiaries) harmless from any damages suffered due to the Supplier’s breach of contract;
- Terminate the contract (in such case, Zehnder shall have no obligation to compensate the Supplier, including for rejected goods or services); or, at Zehnder’s option, the Supplier shall return to Zehnder any compensation received for delivered products or provided services and shall retrieve them at its own cost and risk; or Zehnder may obtain equivalent replacement products or services from another supplier (any additional costs shall be borne by the Supplier).
If Zehnder has already resold the deliveries to customers, the Supplier shall be obliged to correct the defects at the customers’ premises at its own cost, even if the affected customers have not reported any defect to Zehnder or even if the warranty period granted by Zehnder to its customers has expired. In particular, the Supplier must rectify the contractual products or services and, if applicable, remove and repair or replace them at the customer premises.
If a deficiency under Articles 11.1, 11.2, or 11.5 is not remedied within a reasonable period through replacement delivery or defect correction by the Supplier at no additional cost, Zehnder may, at its discretion and at the Supplier’s expense, carry out or commission a third party to carry out any additional work necessary for the products to comply with the order, deduct an appropriate amount from the price reflecting the value reduction, or terminate the contract. The right to claim damages is reserved in all cases.
If defect rectification or replacement deliveries are necessary, the warranty period for the parts affected by such measures shall begin on the date of the new scheduled acceptance. In the case of work, modifications, and essential spare part deliveries for the functioning of the delivery, a new warranty period shall be granted for the entire shipment. However, the new warranty period shall under no circumstances exceed five (5) years from the initial acceptance of the delivery or part thereof.

Art. 12 Indemnity and Hold Harmless

The Supplier guarantees that the delivery or use of the products delivered or the services provided by it do not infringe any third-party rights (such as patents, trademarks, designs, copyrights, industrial property rights, software rights) and undertakes to indemnify, hold harmless, defend, and release Zehnder from any claim, proceeding, liability, damage, cost, or expense of any kind brought against or incurred by Zehnder arising from the Supplier’s delivery of products or provision of services, breach of the terms set out herein, or Zehnder’s delivery of such products or services to its customers.
Without prejudice to any applicable mandatory legal provisions, the Supplier shall be liable to indemnify Zehnder and its affiliates, as well as their officers and employees, for all liabilities, damages, costs, losses, or expenses incurred by Zehnder (or the respective affiliate) as a result of the Supplier’s breach of contract, including but not limited to losses such as power outages, production stoppages, lost profits, and other indirect damages. Upon Zehnder’s request, the Supplier agrees to defend it against any third-party claims. The Supplier is responsible for the control and management of all its employees, suppliers, or subcontractors, and for their acts or omissions as if they were its own. The Supplier shall maintain in force and, upon Zehnder’s request, provide proof of appropriate liability insurance and mandatory workers’ compensation/employer’s liability insurance from reputable and financially sound insurers. However, this shall not exempt the Supplier from any liability to Zehnder. The insured sum shall not be considered a limitation of liability. Zehnder reserves the right to offset any claims under a contract against any outstanding payments to the Supplier. This liability is limited to a maximum of CHF 5,000,000 per order. For orders exceeding CHF 5,000,000 in value, the liability limit shall be agreed separately on a case-by-case basis.
In the event of personal injury, property damage, or other direct or indirect damages caused by acts or omissions of the Supplier, and if claims are made against Zehnder as a result, Zehnder shall have an unlimited right of recourse against the Supplier, overriding the limitation set forth in Article 12.2.

Art. 13 Intellectual Property Rights

Zehnder shall hold all worldwide rights to the work results generated by the Supplier for Zehnder. The Supplier is obligated to transfer to Zehnder all ownership and intellectual property rights worldwide to which it may be entitled. The Supplier is prohibited from using the work results, in whole or in part, for its own benefit or for third parties, from further developing them, or from assigning them to third parties without Zehnder’s express written consent. The Supplier is entitled to use them only to the extent necessary to fulfill its contractual obligations.
In the case of contracts that also include software services, the Supplier shall provide Zehnder with all program documentation. If the software was specifically developed for Zehnder, Zehnder shall be granted an exclusive, transferable, and perpetual right of use for all types of use (particularly applicable to the source code).

Art. 14 Confidentiality and Data Security

The Supplier undertakes to treat as strictly confidential all information and documentation obtained in connection with the performance of the contract. The Supplier shall limit disclosure of such information and documentation to those of its employees, agents, or subcontractors who need to know it for the purpose of delivery to Zehnder. The Supplier shall ensure that such employees, agents, subcontractors, or other third parties are bound by and comply with the same confidentiality obligations applicable to the Supplier and shall be responsible for any unauthorized disclosure. This obligation shall remain in effect for 5 years after termination of the contract.
The Supplier shall implement appropriate safeguards suitable to the type of Zehnder data to be protected, against unauthorized access or disclosure, and shall protect such Zehnder data in accordance with industry-standard protection or in the same manner and to the same extent as it protects its own confidential and proprietary information—whichever is stricter.
The Supplier shall not: (i) use Zehnder data for any purpose other than the delivery of products or performance of services, (ii) reproduce Zehnder data in whole or in part, except as required by the contract, or (iii) disclose Zehnder data to third parties without Zehnder’s prior written consent.
The Supplier shall install and update, at its own expense, appropriate antivirus software and security patches for the operating system on all computers and software used in connection with the delivery of products or provision of services.

Art. 15 Business Ethics

The Supplier hereby warrants that it will not (directly or indirectly) and is not aware of anyone else making any payment, gift, or other commitment to its customers, government officials, agents, directors, and employees of Zehnder or any other party, in contravention of applicable laws (including but not limited to the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and, where applicable, legislation enacted by EU member states or signatories implementing the OECD Convention on Combating Bribery of Foreign Public Officials). Furthermore, it shall comply with all applicable laws, regulations, ordinances, and standards relating to bribery and corruption.
Nothing in these conditions shall obligate Zehnder to reimburse the Supplier for any consideration delivered or promised.
Material breach by the Supplier of any of the obligations under this “Business Ethics” clause shall entitle Zehnder to terminate this contract with immediate effect, without prejudice to any other rights or remedies available to Zehnder under this agreement or applicable law. The Supplier shall indemnify Zehnder for all liabilities, damages, costs, or expenses incurred as a result of any breach of the above obligations and termination of this agreement.
The Supplier shall ensure timely receipt of a copy of Zehnder’s Supplier Code of Conduct. The Supplier is informed that the Supplier Code of Conduct can also be downloaded from the website https://documents.zehndergroup.com/scoc-group-en. The Supplier undertakes to comply (and to ensure that all its agents, employees, directors, and subcontractors comply) with its contractual obligations under this agreement with very similar ethical standards.

Art. 16 Data Protection

The parties shall at all times comply with the relevant provisions of applicable data protection laws and regulations. Within the scope of the respective contract, the parties shall have the right to collect, process, use, and disclose the data of the contracting party for all purposes related to the performance of the contract. Consent also includes use for marketing purposes.
The parties acknowledge that each of them may collect, process, use, and disclose data of the personnel, executives, and other employees of the other party for all purposes related to the business relationship between the parties. Each party shall be solely responsible for informing its personnel, executives, and other employees about the collection, processing, use, and disclosure of their personal data by the other party and, if necessary, obtaining their consent and maintaining appropriate records in this regard.
Furthermore, the parties mutually and expressly authorize each other to process data about the other party or its employees, executives, and other staff in any form and to disclose such data to any group company or third parties abroad. These recipients may also be located in countries where an equivalent level of data protection may not exist. The parties expressly consent to the transfer of data to such countries. In such cases, data protection with group companies or third parties is ensured through standard data protection clauses in accordance with applicable data protection laws and regulations (such as Article 46(2)(c) of the EU General Data Protection Regulation).
The parties expressly declare that they have obtained all necessary consents. Each party has the right to request the other party to provide the declaration of consent at any time.

Art. 17 Information Management Incidents

The contractor shall respond appropriately in the event of IT or cybersecurity incidents. The contractor agrees to report such incidents, including personal data breaches in accordance with applicable data protection laws and regulations (such as Article 33 of the GDPR), affecting the Ordering Party or any of its subsidiaries, immediately and no later than 48 hours after becoming aware of the incident. These incidents shall be reported to security@zehndergroup.comand dataprotection@zehndergroup.com. The notification shall comply with applicable data protection laws and regulations and contain at least the information required under Article 33(3) of the GDPR. Notification to Zehnder does not exempt the Contractor from notifying the supervisory authority, as stipulated in Article 33 of the GDPR.

Art. 18 Term and Termination

Zehnder may terminate the contract at its convenience, in whole or in part, by giving the Supplier written notice at least 30 calendar days in advance. In such case, Zehnder shall pay the Supplier for the value of the delivered products or services rendered but not yet paid for (provided such products or services otherwise comply with the contract) and the reasonable and demonstrable direct costs incurred by the Supplier for undelivered products or unrendered services. However, such costs shall in no case exceed the agreed price for the products or services under the contract. No further compensation shall be due to the Supplier.
In the event of breach of contract by the Supplier, Zehnder shall be entitled to terminate the contract in accordance with Section 11.4.
Zehnder may terminate the contract with immediate effect by written notice if: (i) a precautionary order is requested or issued, a voluntary agreement is approved, a bankruptcy petition is filed, or a bankruptcy order is issued against the Supplier, (ii) any circumstance arises that entitles a court or creditor to appoint a receiver or administrator or issue a liquidation order, (iii) any other similar action is taken against or by the Supplier due to insolvency or debt, or (iv) there is a change of control of the Supplier.
Upon termination, the Supplier shall immediately return to Zehnder (or the Zehnder subsidiary), at its own expense, all Zehnder or Zehnder subsidiary products (including data, documentation, and the transfer of Zehnder intellectual property rights) then under the Supplier’s control, and provide Zehnder (or the designated subsidiary) with complete documentation regarding the products or services.

Art. 19 Governing Law, Jurisdiction, Disputes

This contract shall be governed by the laws of the country (or state, as applicable) in which the Ordering Party is registered. The application of conflict of law rules of such country (or state, as applicable) and the United Nations Convention on Contracts for the International Sale of Goods (effective since March 1, 1991) is expressly and entirely excluded.
The parties agree that the exclusive place of jurisdiction shall be the place where the Ordering Party is registered.
Divergences of opinion do not entitle the Supplier to interrupt or refuse to perform any work or delivery under the contract. The Supplier is also not entitled to withhold any due payments.

Art. 20 Final Provisions

Amendments and additions to the original contract/order must be made in writing. The parties’ digital signatures, including simple electronic signatures (SES), are equivalent to the written form.
The invalidity or unenforceability of any term or right arising from these terms and conditions or the order shall not adversely affect the validity or enforceability of the remaining terms and rights. These terms and conditions, or the order, shall remain effective as if the invalid, illegal, or unenforceable provision had been deleted and replaced by a provision with a similar economic effect, if such effect can be achieved through an alternative provision.
Neither party may assign its rights and obligations under these General Terms to a third party without the prior written consent of the other party, except in the case of assignments, whether total or partial, (sub)licenses, novations, or any other type of legal transfer or restructuring within Zehnder subsidiaries or the Zehnder group of companies (or any legal successor acquiring the relevant business activities of the group) under any legal form (“Intra-group Transfers”). Such transfers shall be permitted without prior written consent of the Supplier, provided they are pre-approved by the Supplier, and Zehnder shall notify the Supplier where necessary. These Intra-group Transfers are also permitted for the receiving entity of Zehnder