German Version: https://lift.ch/de/agb-einkauf...
Version 1.0
Last updated in August 2025


1. General

1.1
These GENERAL TERMS AND CONDITIONS shall apply to the order of SERVICES and WORK PRODUCTS by the BUYER from the PROVIDER (“GENERAL TERMS AND CONDITIONS”).

1.2
In these GENERAL TERMS AND CONDITIONS, the following CAPITALIZED terms shall have the following meanings:

BUYER
Means AS Aufzüge Ltd., Küssnacht (SZ), Switzerland, or another company of the Schindler Group which issues a PURCHASE ORDER or STATEMENT OF WORK, respectively, or on whose behalf a PURCHASE ORDER or STATEMENT OF WORK is created.

CONFIDENTIAL INFORMATION
means any information and data of confidential nature, including but not limited to proprietary, developmental, technical, marketing, sales operating, performance, cost, knowhow, business, process information, computer programming techniques and all record bearing media containing or disclosing such information or techniques.

INTELLECTUAL PROPERTY RIGHTS
refer to patents, design rights, copyrights, trademarks and service marks (whether registered or not), knowhow, trade secrets and other rights of a like nature throughout the world.

IN WRITING or WRITTEN
refers to documents of any kind, including email and electronic data interchange, including documents signed by simple and qualified digital signatures using DocuSign or Adobe Sign.

PERSONAL DATA
means all information relating to an identifiable individual.

PROVIDER
means the legal or natural person providing SERVICES based on a PURCHASE ORDER or STATEMENT OF WORK to the ordering Schindler company under a Purchase Order or Statement of Work.

PURCHASE ORDER
means any individual order placed by the BUYER for SERVICES from the PROVIDER, including the creation of a WORK PRODUCT.

SCHINDLER GROUP
means Schindler Holding Ltd., Hergiswil, Switzerland, and the companies directly or indirectly controlled by Schindler Holding Ltd.

SERVICES
means all services and WORK PRODUCTS in accordance with the STATEMENT OF WORK or PURCHASE ORDER.

SPECIFICATIONS
means any specifications regarding the SERVICES and WORK PRODUCTS as agreed in a STATEMENT OF WORK or PURCHASE ORDER

STATEMENT OF WORK
means any individual order placed by the BUYER for SERVICES from the PROVIDER, including the creation of a WORK PRODUCT.

GENERAL TERMS AND CONDITIONS
means these terms and conditions for the order of SERVICES and WORK PRODUCTS.

WORK PRODUCT
means any concept, strategy, result, deliverable, product, material and information as well as all modifications and developments thereof, including (but not limited to) all designs, specifications, inventions, improvements, ideas, techniques, materials, flow charts, diagrams, drafts, notes, HTML codes, other creations, and the like, whether or not protected by law, developed, prepared or created for the BUYER under a PURCHASE ORDER or STATEMENT OF WORK, and all intermediate and/or partial versions thereof.

2. Personnel

2.1
PROVIDER shall perform personally and may not assign the performance of Services wholly or partially to subcontractors or other third parties unless explicitly agreed in writing.

2.2
PROVIDER is responsible to obtain all necessary residence and work permits for its employees from the competent authorities at its own expense. PROVIDER shall indemnify BUYER against any claim an infringement alleged by a third party resulting from the noncompliance with these obligations.

3. Acceptance

3.1
SERVICES of PROVIDER which include an obligation to deliver WORK PRODUCTS are subject to BUYER’S acceptance.

3.2
By means of the acceptance, BUYER solely declares to PROVIDER that the WORK PRODUCT supplied by PROVIDER reasonably appears to correspond to the SPECIFICATIONS based on a limited and superficial examination upon receipt of the WORK PRODUCT. Acceptance does not prejudice BUYER’S warranty rights with respect to defects or nonconformity of the SERVICES and WORK PRODUCTS which could not be reasonably detected in the acceptance process.

3.3
In case of a material deviation of the WORK PRODUCT from the SPECIFICATIONS, BUYER shall be entitled to refuse acceptance with no cost consequences. Alternatively at BUYER’S discretion and in cases of minor deviations from the SPECIFICATIONS, PROVIDER shall correct, free of any charge to BUYER, nonconformities and resubmit the WORK PRODUCT to the BUYER. If the WORK PRODUCT still deviates from the agreed SPECIFICATIONS, BUYER shall have the right, at its sole discretion, (i) to either terminate the PURCHASE ORDER or STATEMENT OF WORK and demand reimbursement of all payments made by the BUYER in this regard, or (ii) to an appropriate reduction of the compensation.

4. Compensation and Invoicing

4.1
If a PURCHASE ORDER or STATEMENT OF WORK states that SERVICES will be provided on a "time and materials basis", PROVIDER’S compensation shall be determined by the amount of personnel time and materials used in providing the SERVICES. Estimations and budgets regarding hours and remuneration shall not constitute any purchase commitment of BUYER.

4.2
If a PURCHASE ORDER or STATEMENT OF WORK states that SERVICES will be provided on a "fixed price basis", the agreed compensations shall be fixed and lump sum compensations which cover all costs, fees and other legal claims of BUYER for the agreed SERVICES.

4.3
As a general rule, any PROVIDER expenses are included in its compensation. If expressly set forth in a PURCHASE ORDER or STATEMENT OF WORK, PROVIDER may invoice the cost of lodging, traveling and any other ancillary expenses reasonably incurred by its employees in connection with the SERVICES. The charges payable for such expenses shall be invoiced by PROVIDER against proper receipts at cost. PROVIDER shall obtain BUYER’S prior written approval before incurring any expense likely to exceed CHF 500..

4.4
Compensations shall be expressed in CHF or the currency agreed in writing and be exclusive of value added tax ("VAT"). VAT shall be shown separately on all invoices as a strictly net extra charge. PROVIDER shall be solely responsible for the payment of all income, profits or similar taxes or other duties attributable to the revenue or earnings of PROVIDER as well as withholding, payroll, social security or similar taxes and levies for employees. If such taxes, customs, fees and duties in connection with the performance of this Agreement are levied or assessed on BUYER these are to be borne by PROVIDER.

4.5
Invoices for compensation on a time and materials basis shall be made out monthly in arrears. Invoices shall be detailed and substantiated and include complete time sheets recording the time spent for the provision of SERVICES.

4.6
Invoices for compensation on a fixed price basis shall be made out upon completion of the SERVICES or as otherwise agreed upon in a PURCHASE ORDER or STATEMENT OF WORK.

4.7
Unless set forth differently in a PURCHASE ORDER or STATEMENT OF WORK, invoices shall be due and payable within sixty (60) days upon receipt by BUYER. BUYER may deduct from any amount due to the PROVIDER any amount owed by PROVIDER to BUYER.

5. Representations and Warranties

5.1
The SUPPLIER declares and guarantees to the PURCHASER for the entire duration of the business relationship that:

a)
that all performance will be rendered by knowledgeable, trained and qualified personnel using sound and professional practices in a competent and professional manner in accordance with established industry standards;

b)
to comply with the applicable laws in the performance of its obligations;

c)
that SERVICES which include an obligation to deliver particular results, deliverables or other WORK PRODUCTs comply with the SPECIFICATIONS and requirements agreed to in the PURCHASE ORDER or STATEMENT OF WORK and are fit for the intended purpose;

d)
to be entitled to assign intellectual property and other rights;

e)
that the SERVICES do not infringe upon any third party’s patent, trademark, copyright, or other third party right, nor make use of any misappropriated trade secrets;

f)
that PROVIDER is the owner of or otherwise has the right to use and distribute all materials and methodologies used in connection with providing the SERVICES;

g)
that PROVIDER pays all taxes and social security contributions in accordance with applicable laws and regulations.

5.2
In the event of PROVIDER’S non-compliance with the representations and warranties under this section, PROVIDER shall promptly cure such breach by reperforming such SERVICES or providing additional SERVICES at the BUYER's discretion, or taking such other action as may be reasonably required to correct such breach of warranty at no additional charge to BUYER.

If PROVIDER is unable to correct any such breach, BUYER shall be entitled to (i) an appropriate refund or reduction of the compensation with respect to the SERVICES giving rise to such breach, and/or (ii) terminate the respective PURCHASE ORDER or STATEMENT OF WORK with immediate effect and demand full reimbursement of any remuneration already paid. BUYER’S right to claim for damages remains reserved.

The warranty period is twelve months and shall start from the date of acceptance. Notices of breach may be given at any time during the warranty period, and regardless from when the breach is discovered. Any acceptance of a Service in accordance with Section 3 or otherwise is without prejudice to a warranty claim.

6. Ownership of Work Products

6.1
BUYER shall be or become the sole and exclusive owner of all WORK PRODUCTS.

6.2
PROVIDER shall promptly and fully disclose, deliver and assign the WORK PRODUCTS to the BUYER.

7. Intellectual Proprietary Rights

7.1
All INTELLECTUAL PROPERTY RIGHTS in the WORK PRODUCT shall vest to BUYER and PROVIDER hereby gives its consent to assign finally and irrevocably and herewith assigns all these rights exclusively to BUYER (in the following “BUYER IP Right”).

7.2
PROVIDER shall promptly provide BUYER with all necessary assistance, in particular to deliver and to sign all documents needed to protect the WORK PRODUCT. This obligation, besides others, will continue to apply even after termination of the business relationship.

7.3
As a consequence of the assignment, BUYER shall have the sole and exclusive right to exercise any right concerning the WORK PRODUCT.

7.4
To the extent that any INTELLECTUAL PROPERTY RIGHT from PROVIDER is used, embedded or contained in any work product, PROVIDER hereby grants BUYER a perpetual, nonexclusive, royalty free, fully paid up, worldwide license to use or sublicense such INTELLECTUAL PROPERTY RIGHTS in connection with the work product and to develop and modify the work product.

7.5
PROVIDER shall indemnify and hold BUYER harmless from any claim or proceeding brought by any third party for actual or alleged infringement by the SERVICES or WORK PRODUCTS of any INTELLECTUAL PROPERTY RIGHT (including misappropriation of trade secrets) (collectively, “Infringement Claim”); and PROVIDER shall indemnify and hold BUYER harmless from any liabilities, costs and damages, including reasonable attorney’s fees incurred by BUYER in connection with any Infringement Claim.

8. Confidentiality

8.1
Each party shall maintain the other parties' CONFIDENTIAL INFORMATION in confidence and shall not itself use, except for the purpose specifically agreed, or disclose the same to others without prior written consent of the disclosing party except when and to the extent such CONFIDENTIAL INFORMATION, either:

a)
is or subsequently comes in the public domain otherwise than by breach of this clause; or

b)
is already in the possession of the receiving party without an accompanying obligation of confidentiality; or

c)
is obtained from a third party who is legally free to divulge the same; or

d)
is independently and lawfully developed by the recipient or its subcontractor outside the scope of the business relationship; or

e)
is required to be disclosed by law or a court of competent jurisdiction, provided however, that the purported disclosing party shall notify the other so that the parties may seek an appropriate protective order.

8.2
Without BUYER’S prior written consent, PROVIDER shall not publish in any manner through any marketing or other medium that PROVIDER has contracted with or has been providing SERVICES to BUYER, unless such publication is required by mandatory law..

8.3
The obligations arising under this clause will survive for a period of three (3) years following the termination of the business relationship.

9. Protection of Personal Data

9.1
Each party shall when processing PERSONAL DATA comply with the applicable personal data protection legislation (e.g. Regulation (EU) 2016/679 or Swiss Federal Data Protection Act). In the absence of a data protection legislation that is equivalent to the standards of the Swiss Federal Data Protection Act this act shall apply mutatis mutandis. Each party shall impose the pertinent data protection obligations on its employees, agents, representatives, consultants, affiliates and subcontractors and any third parties involved.

9.2
Each party shall ensure that the PERSONAL DATA which it collects, obtains or to which it gains access from the other party is obtained, used and processed fairly and lawfully. Each party shall have appropriate technical and organizational measures in place to protect any personal data held or processed by it against unauthorized or unlawful access and processing and against accidental loss or destruction.

9.3
PROVIDER undertakes and warrants that it will only transmit PERSONAL DATA to a third country subject to appropriate safeguards and will not subcontract or otherwise delegate the processing of PERSONAL DATA to a third party without BUYER’S prior written consent.

10. Quality

Unless otherwise agreed, PROVIDER shall, at BUYER’S request, by submitting quality records or other documents, provide evidence of the efficiency of its ISO 9001 or equivalent quality management system.

11. Responsible Sourcing Policy

11.1
PROVIDER shall adhere to BUYER’S Responsible Sourcing Policy, as may be updated from time to time at BUYER’S sole discretion, at all times in its business relation with BUYER and the Schindler companies. The Responsible Sourcing Policy can be accessed under the following link: https://group.schindler.com/rs.... Furthermore, PROVIDER shall comply with all applicable codes, laws, regulations, standards relating to corrupt practices, antitrust, nondiscrimination, etc.

11.2
PROVIDER shall impose the obligations pursuant to Article 11.1 also on its subcontractors and upon BUYER’S request, shall provide evidence thereof.

12. Term and Termination

12.1
These GENERAL TERMS AND CONDITIONS shall become effective upon signature by both parties or if referred to in a PURCHASE ORDER or STATEMENT OF WORK and shall remain in force for an indefinite period.

12.2
PURCHASE ORDERS or STATEMENTS OF WORK are concluded if not otherwise agreed upon between the parties (i) for an unlimited period of time, with PROVIDER’S termination right for convenience with a three (3) months’ notice period, or (ii) for a fixed period of time, or (iii) where SERVICES include an obligation to deliver particular results, deliverables or other WORK PRODUCTs, until completion of the services.

12.3
BUYER is entitled to terminate any PURCHASE ORDER or STATEMENT OF WORK in whole or in part at its own discretion at any time with immediate effect against payment of all costs incurred by the PROVIDER until this time. In such case, PROVIDER shall immediately hand over and assign all Work Results available regardless of the degree of completion which thereby become the property of the BUYER. BUYER shall not be liable for any damages, including loss of anticipated profits.

12.4
Either party may terminate a PURCHASE ORDER or STATEMENT OF WORK upon written notice with immediate effect if the other party materially breaches any contractual agreements and fails to cure such breach within thirty (15) days following receipt of written notice specifying the breach in detail.

12.5
Either party may terminate a PURCHASE ORDER or STATEMENT OF WORK upon written notice if the other party ceases to do business, becomes or is deemed insolvent, files a petition for relief under any bankruptcy legislation or if such a petition is filed against the other party, or if either party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of any part of its assets or business, makes any composition or arrangement with its creditors, or takes or suffers any similar action in consequence of debt, or an order or resolution is made for its dissolution or liquidation, or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction.

12.6
Upon termination of a PURCHASE ORDER or STATEMENT OF WORK for any reason, PROVIDER shall, upon first written request of BUYER, unconditionally hand over all WORK PRODUCTs, Confidential Information and other related documents and data regarding the provision of SERVICES or copies thereof.

12.7
PROVIDER’S obligations under section 5, section 7, section 8, section 9 and section 15 shall survive the termination and expiry of these TERMS AND CONDITIONS or the business relationship.

13. Assignment

Without the prior written consent of BUYER, PROVIDER shall not, in whole or in part, assign the rights and obligations under a PURCHASE ORDER or STATEMENT OF WORK to any third party.

14. Miscellaneous

14.1
If any provision hereof or any partial provision is or is held by any competent court or authority to be invalid or unenforceable, such provision or partial provision shall be deemed null and void, the remaining portions hereof continuing to be in full force and effect. If required, the parties shall replace such invalid or unenforceable provision with a valid and enforceable provision having similar economic consequences, provided that the content of these terms and conditions is not materially altered.

14.2
No delay or omission of BUYER to exercise any right or remedy granted under a PURCHASE ORDER or STATEMENT OF WORK these TERMS AND CONDITIONS shall operate as a waiver of such rights, and every right and remedy of BUYER provided herein shall be cumulative, concurrent and in addition to any other further rights and remedies available at law or in equity.

14.3
Without prejudice to its other rights BUYER and its affiliates reserve the right to deduct from any payment due to PROVIDER or any of its affiliates under a PURCHASE ORDER or STATEMENT OF WORK the amount of any counterclaims and/or other claim which BUYER or any of its affiliate may have against PROVIDER or any of its affiliates.

14.4
These TERMS AND CONDITIONS together with the PURCHASE ORDER or STATEMENT OF WORK constitute the complete and exclusive statement of agreement between the parties.

15. Applicable Law and Jurisdiction

15.1
These TERMS AND CONDITIONS shall be governed exclusively as to all matters including validity, construction and performance by and under the laws of Switzerland, without regard to conflict of law provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) ("Vienna Sales Convention).

15.2
The parties submit to the exclusive jurisdiction of the courts of Ebikon, Switzerland, for the determination of any controversies whatsoever arising under or in connection with these TERMS AND CONDITIONS, including the validity, invalidity, breach or termination thereof.