leitbild pacovis

1. Application

These general purchasing terms and conditions (PT&C) shall apply to all orders by Pacovis AG, hereinafter referred to as the Buyer. Agreements that vary from these PT&C shall be agreed and defined in writing by letter, fax or e-mail.

The goods supplied shall conform to the contractual agreements, the prescriptions of the Swiss law on foodstuffs and the applicable EU regulations. In particular, the legislation to be complied with is:

SR 817.0 - Law on foodstuffs (LMG)

SR 817.02 - Foodstuffs and consumable materials ordinance (LGV)

SR 817.024 - Hygiene ordinance (HyV)

SR 817.022.31 - Additives ordinance (ZuV)

SR 817.021.23 - Ordinance on foreign substances and ingredients in foods (FIV)

SR 817.022.21 - Ordinance on the labelling and advertising of foodstuffs (LKV)

SR 817.023.21 - Ordinance on consumer goods

SR 817.022.51 - Ordinance on genetically modified foodstuffs (VGVL)

The goods supplied shall conform to the applicable quality standards, relevant declarations and the conditions for use of labels such as IP, the bud symbol, bio and the like.

2. Quality assurance by the Supplier

The Supplier shall operate a quality assurance system in conformity with the principles of Good Manufacturing Practice, the Hazard Analysis and Critical Control Points (HACCP) concept, with or without ISO 9001 certification but at least within the meaning of the LGV. The goods shall be subject to regular quality checks by the Supplier as part of its self-checking system. Furthermore, special inspection plans or the regular submission of current analysis reports may be agreed. The Supplier shall guarantee to supply only products which conform to the agreed specifications and the legislation mentioned in point 1.

The results of internal quality checks shall be retained by the Supplier for at least six months longer than the claimed storage life of the products. A retention time of five years shall apply to documents relevant to product liability. The Supplier shall grant the Buyer an unrestricted right to inspect quality documentation and to carry out process, product and system audits.

3. Orders

Orders from the Buyer shall be binding only when transmitted in writing by letter, fax or e-mail. The Buyer shall receive confirmation of the order without delay.

4. Prices

Unless agreed otherwise expressly and in writing, the prices defined in the order shall be fixed prices and shall be carriage paid to destination including packaging. The prices stated shall include all items required for the proper performance of the contract.

5. Delivery

The passage of benefit and risk shall be regulated by incoterms 2000 and the methods and routes for delivery shall be defined in the contract. Transport insurance shall be concluded by the Buyer, if this has been expressly agreed. The Supplier shall be liable for transportation damage as a result of defective packaging.

5.1 Product declaration

The labelling and declaration of products shall conform with the legislation mentioned in point 1 or the legal minimum requirements. In particular, content, weight, origin, production code and dates of manufacture and use shall be disclosed.

Allergens shall be clearly visibly disclosed by the Supplier.

5.2 Changes to recipes

As a rule, the supply products of a quality at variance from the product specification shall be prohibited.

Any changes to raw materials, the product itself and production processes shall be communicated to the Buyer. Product samples and changed product specifications shall be made available to the Buyer for analysis and shall always be subject to acceptance by the Buyer expressly and in writing.

5.3 Traceability

Identification shall be sufficient to allow uninterrupted traceability of the products in all cases.

5.4 Packaging

As well as the legislation mentioned in point 1, in particular, packaging shall conform to the following ordinances and directives:

* SR 817.023.21 Appendix 6 - List of authorised substances for the manufacture of packaging inks and requirements for such substances

* 2004/1935/EC - Regulation on materials and articles intended to come into contact with foodstuffs

* 2002/72/EC - Directive on plastic materials and articles intended to come into contact with foodstuffs and amendments 2004/1/EG, 2004/19/EC, 2005/79/EC, 2007/19/EC and 2008/39/EC

* 2023/2006/EC - Regulation on good manufacturing practices for materials and articles intended to come into contact with foodstuffs

* 82/711/EEC - Basic rules necessary for testing migration of the constituents of plastic materials and articles intended to come into contact with foodstuffs

The printing on packaging shall be clean, undamaged and correct. Dirty and damaged packaging, including printed cartons, shall not be accepted.

5.5 Genetically modified products

The supply of products that are or contain genetically modified organisms within the meaning of the LGV shall be prohibited. In all cases, the Supplier shall clearly document the absence of genetically modified organisms through the submission of the relevant analyses and in its product specifications.

5.6 Nanotechnology and the irradiation of goods and foodstuffs

As a rule, delivery of goods that have been produced or modified by the application of nanotechnology and irradiated products shall not be accepted by the Buyer.

5.7 Goods inwards inspections

Goods delivered shall be inspected on the basis of internal checking codes, delivery documents and product specifications for quantity, quality, storage life, packaging, identification, transportation damage and temperature at goods inwards inspections.

6. Delivery delays

Delivery shall be due on the agreed delivery date. If the Supplier is in delay, a written reminder shall be issued.

If the Supplier becomes aware that the delivery, in whole or in part, may not be delivered on the due date, then the Supplier shall communicate this to the Buyer in writing, giving details of the reasons and the probable length of the delay. Such communication shall not restrict the right to place the Supplier in delay.

The express agreement of the Buyer shall be obtained for any partial deliveries. Additional costs arising from non-compliance with instructions, incomplete or delayed delivery of requested documents or non-conforming deliveries shall be borne by the Supplier.

7. Liability and warranties

The Supplier shall warrant that the goods possess the specified properties and are not subject to any diminution of value, for whatever reason, and conform to the prescribed properties and specifications. The Supplier shall be liable for its own performance and that of its suppliers.

The Buyer or an institution mandated by the Buyer shall have the right to carry out audits of the Supplier and its suppliers. Such control measures shall not relieve the Supplier of the undiminished performance of its duties.

The Supplier shall be liable under the principle of causality for all investigation and procedural costs, official fines, actions, losses and diminutions of value caused by quality variance for which the Supplier is responsible.

8. Complaints

Any complaints shall be raised after inspection of the goods received which shall be carried out as soon as possible in the ordinary course of business but not subject to any defined time limit.

9. Print proofing

Proofs for correction or off-prints of all print orders shall be submitted to the Buyer for approval in duplicate and accompanied by the originals.

10. Payment

Unless agreed otherwise, payment shall be made within 30 days of issue of the invoice. The right of set-off against accounts receivable shall be reserved.

11. Confidentiality

The parties to the contract and all their employees shall treat all information relating to this contract confidential and not publish it or make it available to the public domain. Each party shall be obliged to use information that may be ascribed to the other party only for the purposes of this contract. Confidentiality and the restriction of use shall become effective before the contract has begun and shall remain effective after its termination. If the Supplier wishes to use the contractual relationship for advertising purposes or to publicise it, the written agreement of the Buyer shall be obtained.

Data protection regulations shall be complied with.

12. Breaches of patent

The Supplier shall ensure that the supply and use of the goods supplied do not breach the patent or other protective rights of third parties. This obligation shall not apply to the breach of foreign commercial protection rights when the goods supplied are use abroad and, at the time the order was placed, the Supplier had no knowledge of them or to any constructions commissioned by the Buyer for its own use.

13. Variances from these PT&C

Agreement that vary from these PT&C shall be made in writing.

14. Force majeure

The parties to the contract shall not be liable for non-performance of the terms of the contract as a result of force majeure. Force majeure means any circumstance arising after conclusion of the contract which could not be foreseen and is not within the powers of the parties to control.

The party that relies on force majeure shall be obliged to inform the other party in writing without delay of the event arising and its probable duration. Otherwise the party shall not be able to rely on force majeure.

15. Applicable law and jurisdiction

Swiss law shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods (Vienna Convention 1980).

Disputes that cannot be settled by the parties between themselves shall fall under the authority of the ordinary courts of canton Aargau. The jurisdiction shall be Baden.

Place, Date