1. These General Conditions of Purchase (hereinafter the "GCP") shall apply to all – including future – orders, contracts and supply relationships between Phoenix Mecano Solutions AG (hereinafter "PM") and its contractors (hereinafter the "Supplier") for goods and services.
2. The GCP shall apply exclusively. Conflicting, deviating or supplementary general terms and conditions of the Supplier shall not become part of the contract, even if PM does not expressly object to them or accepts or pays for deliveries without reservation in the knowledge of such terms.
3. The GCP shall apply only towards undertakings, legal entities under public law or special funds under public law.
4. Individual contractual agreements and quality assurance agreements (QAA) shall take precedence over these GCP.
5. The current version of these GCP is available at www.phoenix-mecano.com and shall also apply to ongoing framework agreements from the date of its publication.
1. Quotations of the Supplier shall be free of charge and non-binding on PM.
2. Orders, conclusions of contract, delivery call-offs and amendments thereto shall require text form in order to be effective. The parties agree text form as a reserved form within the meaning of Art. 16 of the Swiss Code of Obligations (CO); any legible, durable reproduction in written characters (including e-mail and other electronic transmission) shall suffice, without any handwritten or qualified electronic signature being required. There are no oral collateral agreements.
3. The Supplier shall confirm orders in writing within five (5) working days of receipt. If confirmation is not given within this period, PM shall be entitled to revoke the order without incurring any costs.
4. The Supplier shall bear the procurement risk for the goods and services to be supplied by it, unless otherwise agreed.
5. PM shall be entitled to request changes to the design, execution, quantity or delivery dates within the scope that is economically and technically reasonable for the Supplier (guide value: change in value of up to 20%). Reasonable additional or reduced costs and any rescheduling shall be settled by mutual agreement under the change-order procedure.
6. In the event of an imminent material deterioration in the Supplier's financial position, PM shall be entitled to a right of retention by analogous application of Art. 82 and Art. 83 CO (plea of insecurity).
1. Agreed delivery dates and periods shall be binding. The decisive point in time is the receipt of the goods at the destination designated by PM.
2. If the Supplier becomes aware that an agreed delivery date cannot be met, it shall inform PM in writing without delay, stating the reasons and the expected duration of the delay.
3. In the event of late delivery, the Supplier shall owe liquidated damages of 0.3% of the order value per working day, but not more than 5% of the net order value in total. The liquidated damages shall be set off against any further damage caused by the delay (Art. 161 para. 2 CO).
4. The right to claim the liquidated damages shall remain reserved until final payment; a separate reservation upon acceptance of the delayed performance shall not be required.
5. Further statutory claims and rights (in particular rescission, damages pursuant to Art. 102 et seq. CO) shall remain unaffected.
6. Deliveries shall be made in accordance with INCOTERMS® 2020 under the clause agreed between the parties, in case of doubt DDP – PM's destination.
1. The Supplier shall bear the risk of accidental loss and accidental deterioration until delivery of the goods at the agreed destination.
2. Title to the goods shall pass to PM upon handover. Extended or expanded retentions of title of the Supplier are excluded.
3. Partial deliveries as well as over-deliveries and under-deliveries shall require PM's prior written consent.
4. Dispatch shall be made at the Supplier's expense and risk in compliance with PM's dispatch instructions. Each consignment shall be accompanied by a delivery note stating the order number, article number and delivery quantity.
1. The agreed prices are fixed prices and are inclusive of packaging, freight, transport insurance, customs duties, charges and other costs up to the destination (DDP), plus statutory value added tax.
2. Invoices shall be sent in a single copy, stating the order number and the further references required by PM, to the invoicing address designated by PM.
3. Payment shall be made, at PM's option, from receipt of the invoice and defect-free delivery/performance:
The cash-discount period shall not commence before the complete receipt of the invoice.
4. In the case of advance payments from an amount of CHF 25,000, the Supplier shall, at PM's request, provide a bank guarantee in the amount of the advance payment from a first-class Swiss or EU bank.
5. Rights of set-off and retention shall be available to PM to the statutory extent. PM shall further be entitled to set off against claims of the Supplier any claims to which a group company affiliated with PM within the meaning of Art. 963 CO is entitled; for this purpose, the relevant group company assigns its claim to PM or authorises PM to set off and collect it in its own name. The Supplier expressly consents to such intra-group set-off.
6. PM shall be entitled to carry out a subsequent audit of invoices and to reclaim any amounts overpaid.
1. The subcontracting of the order or material parts thereof to subcontractors or sub-suppliers shall require PM's prior written consent.
2. The Supplier shall be liable for the acts and omissions of its subcontractors and sub-suppliers as for its own conduct (Art. 101 CO).
3. The Supplier undertakes to bind its subcontractors and sub-suppliers to the essential obligations of these GCP, in particular as regards compliance, export control, sustainability and product conformity (flow-down).
1. The duties to give notice of defects under Art. 201 CO are modified between the parties as follows: PM shall inspect the goods only for obvious defects and for identity/quantity discrepancies. Such defects shall be notified within two (2) weeks of delivery, and latent defects within two (2) weeks of their discovery.
2. The warranty period shall be 24 months from delivery at the destination or – in the case of goods for further processing – from the commissioning of the end product by the end customer, but no later than 30 months from delivery to PM.
3. In the event of a defective delivery, PM shall be entitled, at its option, to demand rectification, replacement delivery, reduction of the price or rescission of the sale (Art. 205 CO). Statutory claims for damages shall remain unaffected.
4. For parts that have been rectified or delivered as replacements, the warranty period in respect of the specific defect cause remedied shall recommence upon completion of the rectification or replacement delivery. This provision constitutes an independent contractual arrangement and not merely a suspension of the statutory limitation period.
5. In the event of imminent danger or inaction on the part of the Supplier, PM shall be entitled to remedy the defects itself or have them remedied by third parties at the Supplier's expense.
6. For each justified notice of defects, PM is entitled to a flat-rate expense allowance of CHF 200 per case. The Supplier reserves the right to prove that lower, and PM the right to prove that higher, expenses were incurred.
1. The goods supplied must conform to the agreed quality, to PM's technical specifications, drawings, samples and data sheets, as well as to the generally recognised rules of technology and the relevant safety and environmental regulations (Art. 197 CO).
2. The Supplier shall notify PM in writing of any changes to materials, tools, manufacturing processes, production sites or sub-suppliers in good time before implementation and shall obtain PM's written approval.
3. References to DIN, EN, ISO or equivalent standards (e.g. DIN EN ISO 9001, IATF 16949) shall apply in their respective current versions. In the event of changes to standards during the term of the contract, the parties shall agree an appropriate transitional arrangement by mutual consent.
4. At PM's request, the Supplier shall provide initial samples (PPAP/ISIR) for approval prior to series delivery.
1. Tools, moulds and operating equipment provided by PM or manufactured by the Supplier for PM shall remain or become the property of PM.
2. The Supplier shall mark these items as PM's property, store and maintain them with due care, and insure them against damage, loss and destruction on customary market terms with a sum insured at least equal to the replacement value.
3. The Supplier may use the tools, moulds and operating equipment exclusively for orders placed by PM. Use for third parties is prohibited.
4. Upon termination of the business relationship or at PM's request, the items shall be surrendered to PM in proper condition consistent with ordinary use.
1. The Supplier shall indemnify PM against all third-party claims attributable to a defect in the goods supplied by it, to the extent that the cause lies within its sphere of control and organisation. The indemnity shall apply irrespective of fault; PM shall inform the Supplier without delay of any claims asserted.
2. The indemnity shall in particular also cover the costs of recall campaigns, inspection, replacement, removal and installation costs, as well as reasonable legal defence costs.
3. The Supplier shall, at its own expense, maintain product and public liability insurance with a sum insured of at least CHF 5 million lump sum per insured event for personal injury and property damage. For safety-critical applications (in particular automotive, medical technology, aviation), a minimum sum insured of CHF 10 million shall apply.
4. At PM's request, a current insurance confirmation from the insurer shall be submitted annually.
1. The goods supplied must comply with the statutory and regulatory requirements of Switzerland, the European Union and – to the extent notified by PM – of the countries of destination applicable at the time of delivery.
2. The Supplier warrants in particular conformity with:
3. The Supplier shall inform PM, on its own initiative and in good time, of regulatory changes, the inclusion of new substances in candidate lists, and any adjustments to the composition of its products.
4. For packaging placed on the market in the EU, the Supplier shall ensure that the requirements of the PPWR are complied with and shall provide PM, upon request, with the data required for ESG and packaging reporting (including material composition, recycled content, recyclability).
5. The Supplier shall indemnify PM against all claims, fines and costs arising from a breach of these conformity obligations; the indemnity shall apply irrespective of fault.
1. The Supplier shall provide PM, in good time before delivery, with all information and documents required for compliance with all applicable provisions of foreign trade, export, import and customs law, in particular:
2. The Supplier undertakes to comply with all relevant sanctions regimes, in particular those of Switzerland (SECO), the EU, the USA (OFAC, BIS, ITAR) and the United Kingdom (OFSI).
3. The Supplier warrants that neither it nor its officers, shareholders (insofar as relevant) or material sub-suppliers are listed on any relevant sanctions lists.
4. In the event of breaches or threatened breaches, PM shall be entitled to suspend deliveries and to rescind the contract extraordinarily. The Supplier shall indemnify PM against all claims, fines and costs arising from a breach of these obligations.
1. The Supplier undertakes to comply with the Phoenix Mecano Group Code of Conduct and the Supplier Code of Conduct in their respective current versions and to pass these obligations on to its sub-suppliers to the extent economically and organisationally reasonable for it.
2. The Supplier shall in particular comply with the following bodies of rules, insofar as it falls within their scope of application:
3. The Supplier shall support PM in fulfilling its own sustainability reporting obligations (including CSRD/ESRS) by providing the necessary data (ESG key figures, CO₂ footprint, energy and resource consumption) in good time.
4. Before exercising any right of termination for breach of this clause, PM shall call upon the Supplier in writing to remedy the breach within a reasonable period (two-stage procedure), provided that the breaches are capable of being remedied.
1. The Supplier shall maintain a quality management system that complies at least with the requirements of ISO 9001; for automotive deliveries, IATF 16949; for medical technology, ISO 13485.
2. The Supplier shall ensure the traceability of materials, batches and manufacturing processes and shall retain the relevant documents for a period of 10 years after the last delivery.
3. PM shall be entitled, upon reasonable prior notice and while safeguarding the Supplier's legitimate trade and business secrets, to carry out audits during normal business hours or to have them carried out by commissioned third parties. Where there is good cause (e.g. material quality or compliance incidents), audits at short notice shall be permitted.
In performing the contract, the Supplier shall comply with all relevant statutory provisions, in particular those relating to data protection, information security, competition law and anti-corruption. Detailed provisions shall remain reserved to separate agreements (in particular data processing agreements, information security and compliance annexes).
1. The Supplier may not assign rights and obligations under the contract to third parties, in whole or in part, without PM's prior written consent.
2. If a material change of control occurs at the Supplier (direct or indirect acquisition of more than 50% of the voting rights or capital by a third party, in particular by a competitor of PM), PM shall be entitled to terminate the contract extraordinarily with immediate effect. If the Supplier encounters sustained payment difficulties, suspends its payments, or if insolvency, bankruptcy or composition proceedings are opened over its assets or the opening of such proceedings is refused for lack of assets, PM shall be entitled to extraordinary termination for good cause, unless mandatory insolvency or debt-enforcement provisions – in particular the bankruptcy administration's right of election under Art. 211 of the Swiss Debt Enforcement and Bankruptcy Act (DEBA) – preclude this.
1. Events of force majeure (in particular natural disasters, war, terrorism, sanctions, pandemics and epidemics involving governmental measures, large-scale cyberattacks on critical infrastructure, official orders) shall release the affected party from its performance obligations for the duration and to the extent of the disruption.
2. Strikes and lockouts at sub-suppliers or general shortages of raw materials shall not constitute force majeure, provided that they can be overcome by reasonable means.
3. The affected party shall inform the other party in writing without delay and shall make all reasonable efforts to minimise the effects.
4. If the disruption lasts longer than 60 days, either party shall be entitled to terminate the contract in whole or in part with regard to the affected performance without any obligation to pay damages.
1. The Supplier shall treat all non-public technical, commercial and organisational information provided to it by PM or which becomes known to it in the course of the business relationship (hereinafter "Confidential Information") as strictly confidential, use it exclusively for the purposes of the contract, and disclose it only to employees/vicarious agents who need to know it for the performance of the contract (need-to-know) and who are subject to a corresponding confidentiality obligation.
2. The confidentiality obligation shall exist for the duration of the business relationship and for five (5) years beyond its end, and for trade secrets without any time limit.
3. At PM's request, Confidential Information and copies thereof shall be returned without delay or verifiably destroyed or deleted, insofar as no statutory retention obligations preclude this.
4. In the event of a culpable breach, the Supplier shall owe, for each individual case, liquidated damages of CHF 10,000, but not more than CHF 250,000 per calendar year in total; the right to claim further damages shall remain reserved.
5. In respect of work results created in the course of development, design or consulting services for PM, the Supplier grants PM an exclusive, unlimited in time, place and content, transferable and sub-licensable right of use. Pre-existing intellectual property rights of the Supplier (background IP) shall remain with the Supplier; PM shall receive a non-exclusive, royalty-free right of use therein insofar as required to use the work results.
6. The Supplier warrants that the deliveries and services are free from third-party rights, in particular industrial property rights, and shall indemnify PM against corresponding third-party claims.
1. The Supplier undertakes to keep spare parts available on customary market terms for a period of 10 years after the last series delivery.
2. Should the Supplier wish to discontinue spare-parts production, it shall inform PM at least 12 months in advance and give PM the opportunity to place further orders and to acquire the tools, documents and rights of use required for continued manufacture.
In performing the contract, the Supplier shall comply with all relevant employment, social-security and equality law provisions of its country of domicile as well as – in the case of international supply relationships – the ILO core labour standards and internationally recognised human rights standards.
1. Swiss law shall apply exclusively, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and of the conflict-of-laws rules.
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with the business relationship shall be the registered office of PM. PM shall be entitled, at its option, also to bring proceedings against the Supplier at the Supplier's general place of jurisdiction. PM's exclusive right to elect arbitration pursuant to para. 3 shall remain reserved.
3. In the case of cross-border matters with an amount in dispute exceeding CHF 500,000, PM alone shall be entitled, by written declaration, to elect – in lieu of the ordinary courts having jurisdiction under para. 2 – arbitration under the Swiss Rules of International Arbitration of the Swiss Arbitration Centre (seat: Zurich; language of the proceedings: German; three arbitrators). If PM exercises this right of election, the jurisdiction of the ordinary courts for the dispute in question shall be excluded; otherwise, jurisdiction under para. 2 shall remain. The Supplier shall not be entitled to initiate arbitration proceedings unilaterally.
4. Should individual provisions of these GCP be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the original provision.
Phoenix Mecano Solutions AG
Hofwisenstrasse 6
8260 Stein am Rhein
As of July 2026
