1. GENERAL REMARKS, SUBCONTRACTING AND LEGAL REGULATIONS - All purchases of the Mettler-Toledo Group company designated in the order (referred to below as “MT”) are exclusively subject to these General Terms and Conditions of Purchase (“Terms and Conditions”). “Supplier” shall mean any person, firm or company to whom MT’s purchase order is issued. These Terms and Conditions shall be included in any future individual contract of purchase between MT and Supplier. Upon Supplier’s acceptance of a purchase order these Terms and Conditions shall be binding. Any different or additional terms and conditions of Supplier are objected to and are hereby rejected and shall be of no effect nor in any circumstances binding on MT. Notes referring to the validity of legal regulations will only be valid for explanatory purposes. Thus legal regulations, in as far as they have not been directly amended or explicitly excluded in these Terms and Conditions, will under all circumstances also be deemed valid without such explanation. Where these General Terms and Conditions require a communication to be in writing, e-mail, fax and other forms of written communication shall suffice. Supplier is not permitted to subcontract any part of an MT order to any third parties without the express written agreement of MT. The Supplier shall not be relieved of any of the Supplier's obligations under these Terms and Conditions by the appointment of a subcontractor. The Supplier shall remain primarily liable for the acts or omissions of any subcontractors it appoints.
2. PURCHASE ORDERS, PRICES - Only written purchase orders issued by MT shall be valid. Verbal or telephone orders, as well as additions, changes or different conditions, shall be recognized only if they have been confirmed in writing by MT.
MT shall have the right to terminate its purchase order upon written or electronic notice to Seller in whole or in part at any time prior to the arrival of the ordered goods. Upon such notification, Supplier shall immediately stop all work and/or shipment of goods and cause its suppliers and/or subcontractors to cease their work against the purchase order and protect property in Supplier's or subcontractors’ possession for which MT has or may require an interest. In event of such termination Supplier shall be paid solely actual direct unavoidable costs incurred up to the time of termination which are properly allocable to, and arise directly from, this termination less salvage value, provided recognized accounting practices and principles are used and consistently applied. Seller shall not be entitled to any anticipatory profits with respect to the terminated portion. In no event shall termination charges exceed the price agreed upon as set forth herein and related purchase orders for the terminated items nor shall MT be liable for incidental or consequential liabilities. Supplier shall submit any termination claim to MT within one month after a termination. Seller shall not be paid for terminations of purchase orders for standard products. The indicated prices shall be considered firm and do not include VAT. Supplier shall issue invoices of VAT, which is indicated separately on the orders, to MT upon each delivery for each order. All offers, visits, consulting services and drafting of documents will be free of charge by the Supplier at all times.
3. DELIVERY - Transportation is subject to the conditions stipulated in the purchase order. Supplier is responsible for proper packing. Unless otherwise agreed in writing, risk and title is deemed transferred when the ordered goods arrive at MT’s premises. Unless contrary instructions are given in writing to Supplier, transport insurance is the responsibility of Supplier. Goods purchased must arrive at MT on the agreed delivery date. If Supplier has reason(s) to believe that timely delivery is partly or completely unlikely, Supplier shall immediately inform MT by indicating the reason(s) and the estimated length of the delay. In case of delay Supplier shall, at its own cost, choose the most expedient means of transport. Partial or advance deliveries are only permitted with the express written agreement of MT. All goods shall be received subject to MT’s right of inspection and rejection. If appropriate MT shall check deliveries within an appropriate time period and notify Supplier of any deficiency. No inspection, tests, approval, design approval, or acceptance of the goods relieves Supplier from responsibility for warranty, latent defects, fraud, or negligence. Payment by MT shall not constitute a waiver of a possible complaint. If Supplier fails for any reason whatsoever to effect delivery on the agreed delivery date MT shall be entitled in addition to further legal claims to claim damages to the amount of 0.3 % of the net price of the goods per calendar day, up to a maximum of 10% of the price of the goods delivered late.
Deliveries in excess or short of the ordered quantity may only be made with MT’s express written agreement. If an excess amount has been delivered, MT has the right to return the unordered excess amount at the Supplier's cost without warning and/or to charge Supplier for all additional costs (e.g. storage).
4. WARRANTY AND LIABILITY - Supplier guarantees the goods purchased to be free of deficiencies which might affect their value or fitness for the intended use, are free of design defects and that the goods have the promised characteristics and meet the stipulated performance and specification requirements. Supplier further guarantees that the goods are free from any third party rights. The ordered goods shall conform to all applicable laws and regulations. Supplier warrants to repair any deficiencies in the goods delivered or to deliver replacements satisfactory to MT, in each case free of charge and at Supplier’s risk. In urgent cases, or if Supplier is tardy, MT shall be entitled at its option to have the flaws or defects repaired or to replace the flawed or defective goods, in either case at Supplier's cost. MT shall in its sole discretion, at Supplier’s cost, be entitled to recall such goods purchased that may have the potential to cause unreasonable danger to the assets of third parties, human health or safety of life. Supplier shall be liable for any damage caused by the delivered goods or Supplier unless Supplier can prove that it and others for whom Supplier is responsible are in no way at fault. Supplier shall indemnify MT from any claims from third parties related to the delivery of flawed or defective goods. Supplier's guarantees shall also extend to parts manufactured by subcontractors, unless expressly agreed upon in writing to the contrary. The guarantee period shall be twenty-four (24) months, unless otherwise agreed in writing. The guarantee period begins upon acceptance of the goods by MT. Replacements and repaired items shall also be covered by the same guarantee as the delivered goods.
Supplier guarantees that services will be timely, expertly and properly performed, by qualified personnel with adequate care. MT shall be entitled to have flawed or defective services re-performed any time after MT discovers such flaws or defects in the performance of services.
5. INVOICES AND PAYMENT - Invoices must be submitted to MT with proof of origin and with the MT order number, according to applicable regulations. Unless otherwise agreed, payment shall be made within 60 days after receipt of the invoice, but no sooner than 60 days after the goods has been received or accepted respectively. Assignment of accounts receivable to third parties shall not be recognized unless expressly agreed to in writing by MT.
6. TOOLS, DIES AND MATERIALS - Tools, dies or other material provided to Supplier by MT, or which have been paid for in part or in full by MT, shall not be used to execute the orders of third parties or for any other purpose without the express written agreement of MT. Such tools, dies and material shall be clearly marked as property of MT and they shall be suitably stored, maintained and insured by Supplier. They remain the property of MT, and their return can be requested by MT at any time. ￼
7. TECHNICAL DATA AND CONFIDENTIALITY - All information, data, specifications and drawings provided by MT to Supplier for the purpose of providing the relevant goods prior to or subsequent to the formation of the contract, shall not be used for any other purpose, nor copied, disclosed or made available to third parties. MT’s provision of information to Supplier shall not be deemed to transfer any proprietary rights in such information to Supplier, and all rights remain with MT. Upon demand, all documentation including all parts and reproductions thereof shall immediately be returned to MT. Supplier shall consider the purchase order itself, as well as any related work and deliveries, as trade secrets and shall therefore treat them confidentially.
8. INTELLECTUAL PROBERTY RIGHTS INFRINGEMENT, GENERAL INDEMNIFICATION, INSURANCE - Supplier shall ensure that the delivery and use of the goods do not infringe the patent, design, copyright or any other rights of third parties. In the event of an infringement, actual or alleged, Supplier shall indemnify and hold harmless MT from and against any and all costs and liability incurred by MT as a result thereof. This provision shall not apply to purchase orders for items entirely designed by MT. Supplier agrees to indemnify MT and hold it harmless from and against any loss suffered and any liability incurred whenever such loss or liability is caused by breach, conduct, violation of law, or negligent act or omission of Supplier, its employees, agents or subcontractors. Supplier assigns to MT all rights (including but not limited to copyrights, to the extent assignable) in all deliverables that were specifically developed by Supplier for MT or that were developed jointly by Supplier and MT hereunder. Supplier shall not supply any goods based on MT’s design or customized for MT to any third parties. Supplier shall maintain insurance coverages at levels of insurance acceptable to MT in MT’s sole discretion and shall provide MT with written proof of insurance when requested.
9. COMPLIANCE WITH LAWS - Supplier shall comply with any and all laws, regulations and standards including but not limited to environmental, employee protection, export and import control and product safety laws applicable to the manufacturing of or relevant for the goods sold and the services rendered by Supplier to MT. All products, services and technologies shall only be exported, re-exported, imported or transferred in accordance with all applicable laws. Upon reasonable notice MT shall be entitled to carry out on-site/off-site audits of the Supplier and its sub-suppliers. MT may carry out such audits in person or through a third party. Supplier confirms that it complies with the METTLER TOLEDO Supplier Code of Conduct set out on www.mt.com/supplierportal.
10. VENUE AND GOVERNING LAW - A purchase order as well as the commercial and contractual relationship between MT and the Supplier shall be governed in accordance with the laws of MT’s principle place of business in the country where such purchase order was issued without regard to any conflict of law provisions. The Vienna Convention on the International Sale of Goods shall not apply. In the event of disputes arising out of, or in connection with, the purchase order or with these Terms and Conditions, the Parties hereby declare that the courts at the place where MT has its registered office shall have sole jurisdiction. However, MT is also entitled to file actions against the Supplier in any other courts holding jurisdiction over him.
11. EQUAL OPPORTUNITY EMPLOYER (Applies to U.S. Suppliers Only). MT is an equal opportunity employer and federal contractor. Consequently, the parties agree that, to the extent applicable: (1) they will comply with the following laws, which are incorporated herein by reference: Executive Order 11246, and Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A) relating to the notice of employee rights under federal labor laws; and (2) this contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a). These regulations, respectively, prohibit discrimination against qualified protected veterans and qualified individuals on the basis of disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities.
METTLER TOLEDO – May 2015