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Terms and conditions of purchase and sale

I. General Terms and Conditions of Purchase of LAGAP SA ("GTC")

These terms and conditions apply to suppliers, unless otherwise specifically agreed.

This agreement applies to all transactions between LAGAP SA, Switzerland ("LAGAP") and a supplier. Valid from November 2022


1. The agreement

1.1 These General Terms and Conditions of Purchase ("GTC") and the corresponding purchase order issued by LAGAP SA, Switzerland ("LAGAP"), define the conditions under which LAGAP offers to purchase goods and/or services from a supplier ("Supplier"). When LAGAP is informed in writing of the Supplier's acceptance of LAGAP's offer, a binding contract is formed ("Contract").

1.2 The contract is limited to these GTC, the order form and any attachments.

1.3 LAGAP will not accept any amendment, modification or addition proposed by the Supplier unless such amendment, modification or addition is accepted by LAGAP by means of a written document signed by LAGAP.

1.4 LAGAP is not bound by and expressly rejects the supplier's general terms and conditions of sale as well as any additional or different conditions or provisions that may appear on a proposal, quotation, price list, acknowledgement of receipt, order confirmation, invoice or any other similar document used by the supplier.

1.5 All costs incurred by the Supplier for the preparation and presentation of the acceptance of LAGAP's offer shall be borne exclusively by the Supplier.

2. Order forms


2.1 The LAGAP order form, including all information and documents relating to it, constitutes a business secret of LAGAP.

2.2 All auxiliary elements attached to LAGAP's requests or orders, such as projects, samples, drawings, shapes or models, remain the property of LAGAP, may only be used for LAGAP's needs and must be returned at the latest at the end of the delivery. The supplier shall bear all risks associated with the unauthorised disclosure, loss or damage of the auxiliaries until they are returned.

2.3 LAGAP's orders are only binding on LAGAP when they are sent to the supplier in writing by letter or email. Until written acceptance by the supplier, the order may be cancelled at any time by LAGAP.

3. Performance of services


3.1 The Supplier shall carry out the requested services with the requisite skill and care, using appropriate materials and employing suitably qualified personnel.

3.2 The Supplier is fully responsible for the acts and omissions of all third parties with whom it has contracted in relation to the services.

3.3 The place of performance is Bellinzona - Carasso (Switzerland).

4. Prices and payment


4.1 Unless otherwise stipulated in the corresponding order form, ownership of the goods is transferred to LAGAP at the time of physical delivery of the goods to the premises of LAGAP or third parties designated by LAGAP.

4.2 Unless otherwise specified, all prices quoted in the contract are fixed prices and are based on Incoterms 2020, as defined therein.

4.3 Invoices are only payable if they indicate LAGAP's order number and precisely describe the goods or services delivered.

4.4 Payments will be made by LAGAP in accordance with the terms of payment agreed with the supplier following receipt of the invoice.

4.5 If the delivery or service is defective, LAGAP has the right to withhold payment until the service is complete.

5. Delivery


5.1 Delivery and the transfer of benefits and risks from the supplier to LAGAP are governed by Incoterms 2020 and the delivery methods and routes are defined in the order form.

5.2 Delivery must be made in accordance with the applicable Incoterm, but this does not constitute acceptance of the goods by LAGAP.

5.3 The supplier will not make any partial deliveries or deliveries before the agreed delivery date(s), unless agreed in writing between the parties. LAGAP reserves the right to refuse delivery of goods and to return them at the supplier's risk and expense if the supplier does not comply with the delivery method, delivery period or shipping rate. LAGAP is not responsible for any costs incurred by the supplier for the production, analysis, release of the goods or any other work related to the goods prior to delivery in accordance with the contract.

5.4 The Supplier shall pack the Goods in accordance with best commercial practice and LAGAP's specifications to avoid damage during transportation and handling and all Goods shall be clearly marked as being for LAGAP. Notwithstanding the provisions of the applicable Incoterms 2020, the Supplier shall be liable for any loss or damage due to the Supplier's failure to properly store, pack, handle (prior to delivery in accordance with Incoterms 2020) or package the Goods and LAGAP shall not be obliged to assert any claims for such loss or damage against the relevant common carrier.

5.5 Les dates de livraison mentionnées dans le Contrat sont fermes et contraignantes. Si le Fournisseur anticipe une difficulté à respecter une date de livraison ou l'une de ses autres obligations au titre du Contrat, il devra en informer LAGAP par écrit dans les plus brefs délais.

6. Material supplied by LAGAP

6. 1 LAGAP retains ownership of all material made available to the supplier.

This material is stored separately by the supplier in accordance with LAGAP's guidelines, without compensation, and is clearly designated as the property of LAGAP and administered separately.

6.2 The material supplied may only be used for goods/services to be produced for LAGAP or to be delivered to LAGAP. The supplier is responsible for insuring the material at replacement value at their own expense. The supplier assigns to LAGAP all rights to compensation that it may have by virtue of this insurance.

7. Liability and guarantees

7.1 The supplier guarantees that the goods have the specified properties and are free from depreciation for any reason whatsoever and that they comply with the prescribed specifications and all applicable legal provisions.

7.2 LAGAP must notify the supplier of any apparent defects within 30 days of the delivery date at the latest. In the case of hidden defects, notification must be made within 30 days of discovery of the defect. In the case of hidden defects, the warranty period only begins to run from the time the defect is identifiable.

7.3 At LAGAP's option, the supplier will replace the defective goods or correct the defect within a reasonable period of time and will bear the costs of destroying the defective goods and cancelling the purchase order as well as reimbursing the full price paid for the goods, as well as the related ancillary costs (including transport, insurance, taxes).

7.4 LAGAP or an institution commissioned by LAGAP has the right to carry out audits of the supplier and its third parties.

These control measures do not exempt the supplier from fully discharging its obligations under the contract.

7.5 The supplier is liable, in accordance with the principle of causation, for all costs of investigations and proceedings, official fines, actions, losses and reductions in value caused by quality deviations.

7.6 The supplier guarantees that the delivery / service to be provided to LAGAP does not infringe the rights of third parties and the supplier will indemnify LAGAP for and against all claims that are made for infringement of such rights.

7.7  If the supplier does not fulfil the warranty obligations within an appropriate period agreed with LAGAP, LAGAP has the right to take all necessary measures at the supplier's expense and risk in order to limit the damage, without prejudice to LAGAP's right to recover the full costs of such measures from the supplier and to be entitled to any additional compensation in accordance with applicable laws.

8. Confidentiality


The Supplier will treat as confidential all information provided by or on behalf of LAGAP or generated by the Supplier for LAGAP in connection with the Contract. All such information will only be used by the Supplier for the purposes of the Contract. The Supplier shall protect LAGAP's information with at least the same degree of care as it treats its own confidential information, but shall at all times exercise at least reasonable care. All such information shall remain the property of LAGAP (or LAGAP's customers) and the Supplier shall, at LAGAP's request, promptly return to LAGAP all such information and shall not retain any copies thereof, except as required by law.

9. Force majeure


Neither LAGAP nor the supplier shall be liable under the contract for non-performance of the terms of the contract due to force majeure. Force majeure is defined as any circumstance occurring after the conclusion of the contract, which was not foreseeable and which the parties do not have the power to control. The party invoking force majeure is obliged to inform the other party in writing without delay of the event and its likely duration. Otherwise, that party may not invoke force majeure.

10. Final provisions


10.1 The supplier must not assign its rights against LAGAP to third parties without LAGAP's consent.

10.2 Toutes les relations juridiques entre LAGAP et le fournisseur sont régies et interprétées conformément au droit substantiel suisse, à l'exclusion de la Convention des Nations Unies sur les contrats de vente internationale de marchandises (Convention de Vienne 1980).

10.3 All disputes shall be submitted exclusively to the courts of Lugano (Switzerland).

10.4 The supplier accepts that LAGAP collects and processes its data electronically.

10.5 The supplier may only use LAGAP's name for advertising purposes or as a reference with LAGAP's prior written consent.

10.6 The nullity of a clause of the contract does not affect the validity of the other clauses. General Terms and Conditions of Purchase of LAGAP SA ("GTC") These general terms and conditions apply to assignments, unless specifically agreed otherwise. This agreement applies to LAGAP SA, Switzerland ("LAGAP"). Valid from November 2022



11. The supplier guarantees full compliance with the World Health Organisation's "Standards for the quality, packaging and transport of active ingredients and additional substances for use in the pharmaceutical industry", in particular :

- description of the goods,

- net weight,

- tare weight,

- incoming raw materials must have at least 80% of their shelf life remaining

   on arrival at the LAGAP warehouse.

- If this shelf life cannot be guaranteed, the supplier must inform the

   LAGAP's purchasing department prior to shipment.

- All packaging/containers must be labelled with the date of production and the date of dispatch.

   date (month/year).

- The same information must be printed on the certificate of analysis (CoA), which must always be kept

   on the label with the goods.


11.1 Manufacturing process

LAGAP must be notified immediately in writing of any changes in production that could affect quality.

11.2 Composition of deliveries

The supplier undertakes to ensure that each delivery consists of a single batch, if possible, i.e. that it forms a homogeneous whole. The batch number must be clearly and durably indicated on each package and on the delivery note. If the delivery consists of several batches of the same product, all the batch numbers must be indicated on the packaging and on the delivery note. In all cases of continuous manufacturing processes where it is not possible to record batch numbers, quality in accordance with specifications must be guaranteed by the supplier.

The supplier represents and warrants that any distribution of raw materials for the production of healthcare products is carried out in accordance with the principles of Good Distribution Practice (GDP), where applicable.

11.3 Packaging labelling

All packaging must be clearly and durably labelled with

hazard information and storage instructions.

11.4 Residual shelf life on receipt

12. Quality assurance by the supplier


The supplier must implement a quality assurance system that complies with the principles of good manufacturing practice and the Hazard Analysis and Critical Control Point (HACCP) concept, with or without ISO 9001 certification. Products are subject to regular quality controls by the supplier as part of its self-control system. In addition, special inspection plans or regular submission of current analysis reports may be agreed. The supplier guarantees that it will only supply products that comply with the specifications and provisions agreed in accordance with Article 11 above.

The results of internal quality controls must be kept by the supplier for at least six months beyond the declared storage life of the products. A retention period of five years applies to product liability documents. The supplier grants LAGAP an unlimited right to inspect quality documentation and to audit processes, products and systems.

13. Product declaration - Safety information must be included if required by law.

11.1 Allergens must be clearly and visibly indicated by the supplier.


11.2 The labelling and declaration of products must comply with the provisions of point.

11.3 or the minimum legal requirements. In particular, the content, weight, origin, production code and dates of manufacture and use must be indicated.

14. Modifications to components


As a general rule, it is forbidden to supply products whose quality differs from the product specification.

The supplier is obliged to inform LAGAP of any changes to raw materials, the product itself and production processes. Product samples and modified product specifications must be made available to LAGAP for analysis and are always subject to LAGAP's express written acceptance.

15. Traçabilité


Identification must be sufficient to allow uninterrupted traceability of the goods in all cases.

16. Packaging


The supplier guarantees that the packaging complies with the following regulations and directives:

* RS 817.023.21 Annex 6 - List of substances authorised for the manufacture of packaging inks and requirements relating to these 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.


EC, 2007/19/EC and 2008/39/EC

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

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


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

17. Supplier's additional representations and warranties


The material supplied by the supplier must meet the requirements relating to the technical characteristics described in the specification issued by LAGAP. The material sold to LAGAP must be suitable for its intended use, authentic and produced without adulteration.


The supplier must inform LAGAP prior to delivery if the characteristics of the material (PRODUCT) supplied deviate from the agreed specification or if it notifies any regulatory change (e.g. pharmacopoeia update), and if changes in design, composition, processing, location, reliability, specifications or any other condition may have a potential impact on the quality and food safety parameters, functionality (including nutritional) and/or regulatory compliance of this material. The supplier must seek the written agreement of LAGAP for the delivery of material(s) deviating from the agreed specification, unless otherwise specifically agreed in writing. In the event of a problem, the supplier must immediately put the production concerned into "containment" in order to protect LAGAP and its customers from the non-conformity. The supplier must be able to provide certificates and documentation in accordance with LAGAP's requirements as set out in the purchasing specifications.

18. The following additional conditions apply to service / works



The individual service provider or the contracting company is obliged to carry out the agreed work on the LAGAP site in full compliance with Swiss legislation, in particular: regulations on health and safety at work, SUVA directives, legislation on posted workers (LDist), as well as Swiss legislation on foreigners in the case of services provided by foreign self-employed workers.

The service provider shall also ensure that it fully complies with the prohibition on making borrowed personnel available abroad, in accordance with art. 12, paragraph 2 of the Federal Law on the recruitment of personnel and seconded personnel (LC).

In the event of a violation of the LDist, as well as other mandatory rules, which imposes the blocking of services, the work supplier is obliged to compensate LAGAP for any damage or loss which may result from this blocking. In the case of subcontracting, the main contractor is jointly and severally liable to LAGAP for any violation of mandatory Swiss legislation by the subcontractor, which has caused direct or indirect damage to the latter.

Lagap SA, via Morosini 3, 6943 Vezia / Switzerland                  LAGAP SA

II. General terms and conditions of sale

General terms and conditions of sale and delivery These general terms and conditions apply to sales unless otherwise agreed. This contract applies to transactions between LAGAP SA, Switzerland ("LAGAP"), its distributors and authorised agents (parties).  Valid from April 2023



1. Scope of application


1.1 LAGAP shall carry out the work specified in the supply offer or specification and shall comply with the terms and conditions of this contract or any other written agreement between the parties. No other conditions will be accepted unless agreed in writing.

1.2 LAGAP's quotations, as defined in the offer, are valid for thirty (30) days from the date of submission.

2. Implementation


2.1 The assignments entrusted to LAGAP will be carried out with care and in all other respects in a professional manner and, where applicable, in accordance with the specifications, instructions and regulations agreed between the parties. In the absence of such agreement, LAGAP will use best practice and experience to carry out the assignment in accordance with the standard instructions in force.

2.2 The purchase and storage of the necessary raw materials and packaging materials is the responsibility of LAGAP, unless otherwise agreed.

2.3 The parties shall cooperate and consult with each other during the course of the contract.

2.4 The customer is responsible, after consultation with LAGAP, for the design of the packaging, including the choice of materials, printed text or any other aspect relating to the appearance of the packaging, unless otherwise agreed.

2.5 The client must provide LAGAP with all the information and documents required to carry out the assignment in accordance with the agreed terms.

3. Intellectual property rights


3.1 Each party retains copyright and all other intellectual property rights in everything it has contributed to the Assignment (the "Enabling Technology").

3.2 The customer is obliged to ensure that the packaging manufactured, the other results of the assignment and the implementation of the assignment do not result in the infringement of any third party's patent, trademark, design protection or other intellectual property rights. The customer undertakes to compensate LAGAP for any damage that LAGAP may suffer as a result of such an infringement.

4. Development results


If agreed in the context of a specific project, the customer or a third party (if applicable) appointed by the customer to LAGAP will be entitled to all rights to the results of the development (excluding, however, the enabling technology), which are unlimited in terms of duration, territory and content.

5. Special equipment


In the event that LAGAP is obliged to acquire special equipment or tools to carry out the assignment, LAGAP is entitled to invoice the client for the cost as soon as possible. LAGAP retains the right of ownership on the tools thus acquired, unless otherwise agreed.

6. Terms of delivery


6.1 Unless otherwise agreed, LAGAP shall deliver the products or samples to the customer ex works (LAGAP facility) in accordance with the Incoterms in force.

6.2 The material supplied by the customer (including the PLC) is delivered DDP (LAGAP factory) in accordance with Incoterms.

7. Product quality


Quality and the division of responsibilities between the parties are the responsibility of the customer and are governed by a quality agreement drawn up in writing between the parties.

8. Control


The customer is authorised to visit the areas of LAGAP's facilities where the customer's products are developed, produced or handled, in order to carry out audits, once every three years, free of charge.

In the event of additional audits, the customer will bear any resulting costs. Access to the premises may be restricted by the security rules laid down by the authorities or by LAGAP and for general reasons of confidentiality.

9. Quantity


LAGAP reserves the right to deliver up to 10% more or less than the agreed quantity.

10. Calendar, delivery date


If the customer does not supply the raw materials or products in accordance with the agreed delivery schedule, LAGAP is entitled to invoice the customer immediately for the cost of the materials purchased and is no longer bound by the agreed price for the assignment or may, after giving appropriate notice, terminate the contract on the grounds that the assignment cannot be completed. If, in the case of successive deliveries, the customer has not collected the total quantity of the annual order within one year of the confirmation of the order, LAGAP is entitled to invoice the customer for the materials and other costs incurred.

11. Delivery times and delays


11.1 Unless otherwise agreed in writing, the delivery period is calculated on the basis of the latest of the following dates:

a) the date of conclusion of the contract ;

b) the date on which LAGAP receives any payment which, in accordance with the contract, must be made before manufacturing commences; or

c) the date on which LAGAP receives any drawings, samples, models, templates or tools which the customer is required to make available to LAGAP in accordance with the agreement and which LAGAP has approved.

11.2 The agreed delivery period assumes, in the event that the customer must supply materials for manufacture, that these materials are available from LAGAP in the quantities and on the dates specified by LAGAP.

11.3 If LAGAP is unable to meet the agreed delivery date or if a delay appears likely on the part of LAGAP, LAGAP will inform the customer in writing without delay, stating the reason for the delay and, if possible, the date on which delivery can be expected.

12. Prices


12.1 The customer pays LAGAP the price indicated in the order confirmation document.

12.2 If the parties have agreed on a change to the assignment which results in an increase in production costs, LAGAP is entitled to adjust the price accordingly. Similarly, LAGAP is entitled to adjust the price if production costs have increased by more than 5% due to increases in the price of raw materials, exchange rate fluctuations or other factors beyond LAGAP's control.

12.3 If the contract covers successive deliveries for more than one year from the conclusion of the contract, LAGAP has the right to adjust the price for each new 12-month period if increases in wages and other factors lead to an increase in production costs.

12.4 Discounts in kind are always calculated on the basis of the units invoiced.

13. Legalization fees, additional fees and other services


13.1 Unless otherwise agreed, LAGAP is entitled to invoice the customer immediately for all legalisation costs.

13.2 The costs of data loggers, europallets and shipping cartons for transport will be charged to the customer in addition.


13.2 A processing fee will be charged for all additional services, such as organising transport, sending samples, etc.

14. Terms of payment and invoicing


Payment must be made in accordance with the invoice. Payment must be made no later than 30 days after the invoice date. Value added tax and other taxes and charges will be added.

15. Late payment


15. 1 If the customer does not pay on time, LAGAP has the right to charge default interest in accordance with the interest rate law in force in the country. LAGAP also has the right to suspend the assignment and delay delivery by informing the customer in writing until the customer has paid any outstanding debts and provided satisfactory guarantees for future payment for the continuation of LAGAP's work.

15.2 If, more than 30 days after LAGAP's formal notice, the customer has still not paid an amount due, LAGAP is entitled to terminate the contract with immediate effect by informing the customer in writing.

15.3 Goods remain the property of LAGAP until they have been paid for in full.

16. Liability for defects and formal faults


16.1 If defects occur during manufacture in accordance with the provisions of Article 2 regarding completion of the assignment, LAGAP will inform the customer and, in consultation with the customer, take appropriate measures to prevent the defect from recurring. In this case, any additional costs will be borne by the client. LAGAP is only liable for manufacturing faults and defects in the product, but this liability is limited to these manufacturing faults and defects. General terms and conditions of sale and delivery of LAGAP SA These general terms and conditions apply to orders, unless otherwise agreed. This contract applies to LAGAP SA, Switzerland ("LAGAP"). Valid from April 2023


Cases where the fault or defect was caused by negligence on the part of LAGAP or its employees. LAGAP is not liable for defects or faults that are attributable to material supplied by the customer. LAGAP's liability for damages does not include compensation for loss of production, loss of profits or other indirect or consequential damages.

16.2 Except in cases of gross negligence, LAGAP's liability is limited to a sum corresponding to 50% of the price agreed for the assignment, in the case of a project, and in the case of a supply assignment, to a sum corresponding to 50% of the turnover reasonably received per year under the supply contract, excluding the costs of special equipment.

17. Returns


Returns are inspected without undue delay and no later than two weeks after the customer has noticed, or should have noticed, a defect in a delivered product. If there is reason to believe that the defect may result in a risk of injury, the return must be processed immediately. If the Customer fails to lodge a complaint within the period specified in this paragraph, the Customer loses the right to any compensation resulting from the defect in question.

18. Product liability


The client releases LAGAP from all liability insofar as LAGAP is made liable to a third party for damage caused to movable or immovable property or to persons, unless it can be proven that LAGAP committed negligence. Under no circumstances will LAGAP be liable for loss of production, loss of profits or other consequential economic damages. These limitations of LAGAP's liability do not apply if LAGAP has committed gross negligence. If a third party makes a claim against LAGAP or the client for compensation for the damage referred to in this article, the opposing party will be informed immediately. LAGAP and the customer have the right to intervene in the proceedings of a court or arbitration tribunal that examines a claim for compensation against one of them, if the claim is based on damage or loss that has allegedly been caused by the goods delivered. The parties are obliged to take out and maintain satisfactory product liability insurance. The customer may not deliver the products to the United States and Canada without a special prior agreement between the parties.

19. Insurance


The customer and LAGAP are obliged to insure their own goods and materials for as long as they are in the possession of the opposing party.

20. Confidentiality of information


Neither party may, without the consent of the other party, make documents available to a third party or otherwise disclose information protected under applicable law with respect to trade secrets, except to the extent necessary for the performance of the engagement. The party shall ensure that confidentiality is respected by requiring employees to sign a confidentiality agreement and by taking other appropriate measures. Confidentiality does not apply to information of which the party can prove that it became aware in a manner other than through the engagement or which is public knowledge. The obligation of confidentiality remains in force even if the agreement has ceased to be valid in other respects.

21. Termination


Either party may terminate the agreement by giving six (6) months' notice. The Agreement may be terminated immediately by either party in the event of a material breach by the other party, where such breach is irremediable and steps to remedy the breach have not been taken within thirty (30) days of notification of such breach. Immediate termination is permitted if the other party files a petition for bankruptcy or insolvency with any court or agency under any law or regulation of any country. Each Party shall immediately pay to the other Party all undisputed amounts which, at the date of termination, are due and payable to the other Party under this Agreement or the Project and shall immediately cease using any property of the other Party, including any Intellectual Property Rights of the other Party under this Agreement or the Project.

22. Force Majeure


22.1 The following circumstances constitute grounds for waiver if they prevent performance of the contract or make it excessively difficult.

22.2 Labour disputes and any other circumstances beyond the control of the parties, such as fire, war, general mobilisation or unforeseen call-up of military forces to a corresponding extent, requisition, confiscation, currency restrictions, riot and insurrection, shortage of means of transport, general shortage of goods, import and export restrictions.

Fuel shortages, as well as defects or delays in delivery on the part of subcontractors caused by such events.

22.3 Circumstances that have already arisen at the time the contract is entered into do not constitute grounds for termination, unless their effect on the performance of the contract was unforeseeable at that time. If one of the parties wishes to invoke a cause for release, it must inform the other party in writing, without delay, of the occurrence of this cause and also of its cessation.

22.4 If the performance of the contract is delayed for more than six months by one of the aforementioned causes of exoneration, each of the parties shall have the right to terminate the contract by informing the other party in writing, without prejudice to any of the other provisions contained in this document.

23. Disputes and applicable law


23.1 In the event of disputes arising from this contract, the parties will submit to the competent court in the town where the LAGAP company concerned is registered.

23.2 Notwithstanding the foregoing, a party shall have the right to apply to a court for an undisputed outstanding payment in respect of the Engagement.

23.3 Any dispute arising from the contract is governed by the laws of the country where the LAGAP site concerned is located.

Lagap SA, via Morosini 3, 6943 Vezia / Switzerland

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