General Purchasing Terms and Conditions (GPTC)
MICROSHIELD
Version: March 2026
This version replaces all previous versions.
1. Scope of Application
These General Purchasing Terms and Conditions apply to all purchases of goods and services made by MICROSHIELD from suppliers, manufacturers or service providers.
By accepting the order, the supplier acknowledges and agrees to these terms.
Any differing terms and conditions of the supplier shall only apply if expressly confirmed in writing by MICROSHIELD.
2. Orders and Conclusion of Contract
Orders from MICROSHIELD are placed in writing, by email or through electronic ordering systems.
A contract is concluded when:
the supplier confirms the order in writing, or
the supplier delivers the goods or performs the service.
If the supplier's order confirmation deviates from the order, such deviations shall only be valid if confirmed in writing by MICROSHIELD.
3. Prices
The agreed prices are fixed prices, unless otherwise agreed in writing.
Prices include all costs, in particular:
packaging
transport
customs formalities
insurance
applicable taxes and duties.
Price increases after the order has been placed require the written approval of MICROSHIELD.
4. Delivery
Delivery shall be made to the location specified in the order.
Unless otherwise agreed, delivery shall be made DDP (Incoterms® latest version).
The supplier bears all risks until the goods are handed over at the agreed place of delivery.
Partial deliveries are only permitted with the consent of MICROSHIELD.
5. Delivery Dates
Agreed delivery dates are binding.
The supplier must immediately inform MICROSHIELD if delays are anticipated.
In the event of delay, MICROSHIELD shall be entitled to:
withdraw from the contract
procure replacement goods at the supplier's expense
claim damages.
6. Packaging and Transport
Goods must be packed safely and appropriately for transport in accordance with applicable legal regulations.
Hazardous materials, chemicals or special substances must be labeled and documented according to applicable regulations (e.g. ADR, GHS, REACH where applicable).
The supplier must provide all necessary documentation, including:
safety data sheets
certificates of conformity
certificates of analysis.
7. Incoming Goods Inspection
MICROSHIELD will inspect the goods within a reasonable period after receipt.
Obvious defects will be reported within a reasonable time.
Hidden defects may be reported after discovery.
8. Warranty
The supplier warrants that the delivered goods:
are free from defects
comply with agreed specifications
comply with all applicable legal regulations
are suitable for their intended use.
The warranty period is 24 months from delivery, unless otherwise agreed.
In case of defects, MICROSHIELD may:
demand repair
demand replacement
reduce the purchase price
withdraw from the contract.
All related costs shall be borne by the supplier.
9. Product Liability and Indemnification
The supplier is liable for damages caused by defective products.
The supplier shall indemnify and hold MICROSHIELD harmless from any third-party claims arising from product defects.
This includes in particular:
product liability claims
recall costs
damage claims.
10. Quality Assurance
The supplier shall maintain an appropriate quality management system.
MICROSHIELD has the right to conduct quality audits at the supplier’s premises after reasonable notice.
11. Ownership of Materials
Materials, tools, documents or data provided by MICROSHIELD remain the property of MICROSHIELD.
They may only be used for the execution of the order.
12. Confidentiality
The supplier undertakes to treat all information received within the business relationship as confidential.
This obligation remains valid even after termination of the business relationship.
13. Intellectual Property Rights
The supplier guarantees that the delivery and use of the goods do not infringe any third-party intellectual property rights.
The supplier shall indemnify MICROSHIELD against any claims arising from such infringement.
14. Compliance and Legal Requirements
The supplier shall comply with all applicable laws and regulations, particularly relating to:
environmental protection
occupational safety
product safety.
15. Invoices and Payment
Invoices must contain the following information:
order number
product description
quantity
delivery date.
Unless otherwise agreed, payment terms are 30 days net.
16. Force Majeure
Neither party shall be liable for delays or failures caused by force majeure events, including but not limited to:
natural disasters
pandemics
strikes
government actions.
The affected party must inform the other party without delay.
17. Applicable Law and Jurisdiction
These purchasing terms shall be governed exclusively by Swiss law.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The exclusive place of jurisdiction is St. Gallen (Switzerland).