1. SCOPE - These FOSS-STCP apply to the procurement of all goods, software and/or services ("Deliverables") involving software by the Mettler-Toledo Group company designated in the order or contract (referred to below as “MT”) and independent of the type of contract on which the procurement is based. “Supplier” shall mean any person, firm or company designated in the MT order or contract. The provisions of these FOSS-STCP shall prevail within their scope over any conflicting terms. Any deviations from these FOSS-STCP require written approval by MT. Any general terms and conditions of Supplier are herewith explicitly excluded.
If the order or contract governing the procurement of FOSS (as defined below) includes warranty and liability obligations of the Supplier for the Deliverables, then such warranties and liabilities shall apply mutatis mutandis to any FOSS and/or FOSS components delivered by the Supplier to MT.
2. DEFINITION - Free and Open Source Software (“FOSS”) for the purpose of this FOSS-STCP is software whose license meets the requirements of the ”Open Source Definition“ (https://opensource.org/osd) of the Open Source Initiative and/or is registered in the publicly accessible lists of Free Licenses and Open Source Licenses of the Free Software Foundation and/or the Open Source Initiative, respectively.
These FOSS-STCP apply to Public Domain Software accordingly. Public Domain Software means software that has been placed in the public domain and for which there is no ownership such as copyright, trademark, or patent.
3. VERIFICATION AND INFORMATION OBLIGATIONS OF THE SUPPLIER - The Supplier shall be aware that non-compliance with the license obligations for FOSS may result in a violation of copyright law, and thus, in defects of title of the supplied Deliverables. The Supplier alone is responsible for meeting the license conditions of all FOSS that is included in the Deliverables supplied to MT. This also applies to embedded systems as well as firmware updates and any other software distribution.
The Supplier must check the software included in their Deliverables for FOSS and must also gather the required information from sub-suppliers. It is the responsibility of the Supplier to comply with ISO 5230, i.e. the current OpenChain Standard Version (2.0 or later).
https://wiki.linuxfoundation.org/_media/openchain/openchainspec-current.pdf.
4. FOSS DOCUMENTATION - At the latest with delivery of the Deliverables the Supplier must provide MT with a) a ”Software Bill of Materials” (“SBOM”), i.e. a list of the used FOSS components, corresponding version number and respective FOSS licenses as SPDX identifier (https://spdx.org/licenses/); b) a document for the compliance with the FOSS licenses (”Open Source Content Documentation”) which contains all license texts and copyright notices with regard to the respective files in Debian DEP-5 format (http://www.debian.org/doc/packaging-manuals/copyright-format/1.0/) or SPDX format (https://spdx.dev/use/specifications/) and additionally all further information that must be provided when distributing the software according to the applying licenses; and c) the complete and corresponding source code of FOSS contained in the Deliverables or parts thereof, as applicable.
5. USE OF COPYLEFT LICENSES - The Supplier must ensure that copyleft-licensed software is used in Deliverables only in a way that does not bear the risk that MT must license own software components or third-party software components as FOSS when used in combination with the Deliverables without having obtained a prior written approval from MT for this purpose. Copyleft licenses are here considered to be those FOSS licenses that require modifications of software licensed as such to also be licensed as FOSS when distributing it.
The Supplier ensures that the license conditions of all software components linked with FOSS licensed under the GNU Lesser General Public License allow any user of the software modification and reengineering for debugging such modifications.
The Supplier ensures that MT will be provided with all necessary information required to enable compilation and reinstallation of FOSS licensed under the GNU Lesser General Public License, the GNU General Public License and the GNU Affero General Public License (if applicable), especially in case the Deliverable is an embedded system.
6. ASSURANCE - The Supplier assures that the distributed Deliverables do not violate any third-party copyrights and that the license conditions of all FOSS and third-party software are fully met.
7. VIOLATION OF THESE FOSS-STCP - In case of violation of these FOSS-STCP the Supplier agrees to either immediately remedy any defects and/or replace those FOSS components that are not compliant with their license and/ or with the contract between MT and Supplier with compliant components.
Supplier shall indemnify, defend and hold MT, its distributors and customers harmless against any claims or liabilities and to compensate MT for all damages and costs (incl. reasonable attorney’s fees) arising as a result of Supplier's failure to comply with the provisions given in these FOSS-STCP.
Version 1.0 July 2025