USA


TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE OF ORDER. The order set forth in this Agreement shall be binding upon RONDO (hereinafter referred to as "Seller") upon the acceptance thereof by Seller. Such acceptance may be indicated by the delivery to the Buyer of a copy of this instrument signed by any authorized representative of Seller, or when Seller delivers to Buyer any of the items ordered (the "Goods"). Buyer acknowledges and agrees that this Agreement is limited solely to its terms, whether or not Buyer’s form of acceptance or purchase order contains additional or other terms.

2. LIMITATIONS. This Agreement and the price for the Goods set forth herein (the "Purchase Price") do not include: electrical wiring, plumbing, air lines or alterations to the Buyer's premises, any other work or materials or the obtaining of building and installation permits.

3. LIMITED WARRANTY. The Goods are being sold "new" or "reconditioned" as indicated herein. Seller warrants the Goods subject to the following limitations and conditions (collectively, the "Warranty"):

A. If the Goods are sold "new", then Seller warrants that the Goods, when shipped, are free from defects in materials and in workmanship. Except as stated below, the Seller, at its sole option, shall replace and/or repair any defect for all Goods sold under the RONDO name, for a period of twelve (12) months after date of shipment. Conditional service labor is warranted for twelve (12) months from date of shipment. Labor to repair or replace defective parts shall be warranted when performed by an authorized RONDO service agency. Any Warranty work to be performed under this Warranty must be performed between the hours of 8:00 am and 5:00 pm local time, Monday through Friday. RONDO will bill holiday or overtime charges for work performed other than during normal business hours.
B. If the Goods are "reconditioned", then Seller, at its sole option, shall replace and/or repair any defective parts or components for a period of six 6) months after date of shipment. Labor shall be at Buyer's expense.
C. Notwithstanding anything in paragraph 3A and 3B to the contrary, the Warranty does not cover normal wear parts, and the Seller makes no warranty as to, cutters, scraper blades, conveyor belts, V-belts, timers, contactors, and light bulbs. Normal maintenance such as lubrication, adjustment or calibration is the responsibility of the Buyer and is not covered by this Warranty. The Warranty is not transferable or assignable by Buyer and shall become null and void upon the transfer of the Goods to a different location or to a different party.
D. Since, after shipment, the Goods are under the sole control of the Buyer, the Warranty is subject to, and shall be applicable only if, all of the following conditions are met: (a) the Seller's instructions as to storage, handling, erection, installation, operation and maintenance have been followed;
(b) the Goods have been used under normal operating conditions. (c) the Goods have not been affected by misuse, neglect or accident, including improper cleaning (by water, etc.) (d) the Buyer has not itself or through a third party performed or attempted to perform corrective work without the Seller's prior written consent;
(e) the Seller shall have received written notice of any defect no later than ten (10) days after the Buyer first has knowledge thereof;
(f)the Seller is given a reasonable opportunity to inspect and concur with respect to such defects; and (g)the Seller has received payment of the Purchase Price or any installment(s) due thereon.
E. The Warranty provided hereby on new or reconditioned equipment shall terminate and be of no further force and effect if the Buyer fails to obtain from Seller a warranty authorization number prior to initiating any Warranty repair work of any nature whatsoever.

THIS WARRANTY IS IN SUBSTITUTION FOR AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REMEDIAL ACTION, IN THE MANNER AND WITHIN THE PERIOD OF TIME SPECIFIED ABOVE, SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES FROM THE SELLER TO THE BUYER AND SHALL CONSTITUTE THE BUYER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER. THE SELLER'S OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT FOR ALLEGED BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, SHALL NOT EXTEND TO INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES OR LOSSES THE BUYER MAY SUFFER OR INCUR IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, COST OF CAPITAL, DAMAGES OR LOSSES AS A RESULT OF THE BUYER'S INABILITY TO OPERATE OR THE SHUTTING DOWN OF ITS PLACE OF OPERATION, LOSS OF USE OF THE GOODS OR ASSOCIATED GOODS OR COSTS OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, INABILITY TO FULFILL CONTRACTS WITH THIRD PARTIES, CLAIMS OF CUSTOMERS AND THE LIKE EVEN IF THE SELLER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY CONTAINED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.


ALL EQUIPMENT MANUFACTURED BY OTHERS AND NOT SOLD UNDER THE RONDO NAME, BUT INCLUDED AS PART OF THIS AGREEMENT, WILL BE COVERED SOLELY BY THE WARRANTY ISSUED BY THE MANUFACTURER THEREOF, IF ANY, AND THE SELLER MAKES NO WARRANTIES WITH RESPECT THERETO, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. DELIVERY.
Delivery dates indicated by Seller are approximate. Seller will make reasonable efforts to deliver, FOB the place indicated on the sales order at Buyer's sole expense, on or about the specified delivery date. Each order shall be subject to, and the Seller shall be excused from, any prohibition, failure, interruption or delay in manufacture or delivery which may be occasioned by sabotage, fire, flood, explosion, labor dispute, strike, work stoppage, war, act of or priorities granted by request of or for the benefit, directly or indirectly, of any governmental body, authority or agency, act of God, or other cause beyond the Seller's control. In the event of any such prohibition, failure, interruption or delay, the Seller may, at its option, extend the delivery time or cancel the order, in whole or in part. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RESULTING FROM FAILURE OR DELAY IN DELIVERY EVEN IF THE SELLER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME.

5. TAXES. The Purchase Price is exclusive of all city, state and federal taxes, including, without limitation, taxes on manufacture, sales, receipts, the Buyer's gross income, occupation, use and other similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.


6. INSTALLATION AND DEMONSTRATION.
A. Unless this Agreement sets forth that the Purchase Price includes installation charges, then installation charges, if any, will be separate from and in addition to the Purchase Price and will be billed at Seller's then current rates therefore, which Buyer agrees to pay promptly upon receipt of invoice.
B. If not specified in this Agreement, Seller shall have no obligation or responsibility whatsoever hereunder with respect to installation, start-up or training with respect to the Goods.
C. If this Agreement specifies that Seller shall supervise the installation of the Goods, then Seller's sole obligation shall be to furnish a representative to provide supervisory assistance to Buyer with respect to the installation for a period specified in this Agreement (the Supervisory Period), and Buyer shall supply all labor and materials at its own expense.,
D. Seller shall, during the Supervisory Period, if any, instruct Buyer's personnel in the proper operation and maintenance of the Goods; provided, however, that Buyer shall furnish for training qualified operating and maintenance personnel when requested by Seller.
E. During the Supervisory Period, if any, Buyer shall, at its own expense: (a) Cooperate fully with Seller and its personnel by furnishing (i) free and easy ingress and egress to the installation site, (ii) all necessary storage areas and (iii) all necessary permits and other governmental and administrative approvals for the work; (b) provide (i) all necessary electrical wiring, refrigeration hook- ups, plumbing, rigging, hoisting and alterations to the building and (ii) all utilities required for the installation and operation of the Goods; and (c) eliminate all obstructions of any kind in and about the
installation site when and as requested by Seller.
F. Buyer shall reimburse Seller for any losses or expenses incurred due to delays or interruptions in the installation of the Goods when such delays or interruptions are not caused by any act or omission of the Seller.
G. During the Supervisory Period, if any, the Seller shall not be responsible for any loss, liability or charge of whatsoever kind, sort or nature by reason of any delay in the completion of such installation occasioned by the unavailability of trained personnel, defects in the Goods, unavailability of parts or any other circumstances beyond the immediate control of Seller.
H. Partial deliveries shall be accepted by the Buyer and paid for at contract prices and terms.


7. BUYER'S DEFAULT. In the event that there shall be a default under this Agreement by the Buyer, then the Buyer, in addition to any damages for which it may be liable, shall be liable for payment of Seller’s reasonable attorney’s fees and costs incurred in enforcing Seller’s rights under this Agreement. The Seller shall also have the right, in addition to all other rights it may possess, at any time, for credit reasons or because of the Buyer's default, to withhold shipments in whole or in part, and to recall Goods in transit, retake same and repossess all Goods which may be stored with the Seller for the Buyer's account, without the necessity of taking any other proceedings, and the Buyer consents that all the Goods so recalled, retaken or repossessed, shall become the absolute property of the Seller, provided that the Buyer is given full credit therefore.


8. START-UP DELAY BY BUYER.
Buyer agrees to reimburse Seller for any loss incurred by it by reason of any delays in installing or commencing the use of the Goods or completing the work that is not chargeable to Seller; and to reimburse Seller of all expenses incurred by Seller for required overtime work due to Buyer's delay.


9. SECURITY INTEREST AND TITLE. If this Agreement provides that any part of the Purchase Price may be paid at any future time or is to be paid in installments, Seller shall retain and Buyer hereby grants a security interest in the property sold to secure payment of the unpaid Purchase Price and Buyer agrees to forthwith execute and deliver to Seller forms of security agreements, financing statements, promissory notes, and/or any other documents and instruments which Seller shall prepare and submit and which shall contain such terms, conditions and finance charges as Seller in its sole discretion shall determine. Upon the failure of Buyer to execute the same upon presentation, the transaction set forth in this Agreement shall be deemed a cash sale and payment in full shall be due and payable immediately prior to delivery. Buyer hereby authorizes Seller to file financing statements at any time with or without the signature of Buyer. Upon any default hereunder Seller shall have the right and remedies of a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction. Title to the Goods purchased hereunder shall remain in the Seller, and shall not pass to the Buyer until the Purchase Price, together with all taxes and other charges due thereon, has been fully paid to the Seller.


10. LATE PAYMENT CHARGE. All unpaid balances, which are 30 days or more past due shall be subject to a late charge of 1-1/2% per month (18% per annum), but in no event shall such late charge exceed the maximum rate permitted by law.


11. INSURANCE. Until the Purchase Price is paid in full, Buyer shall keep all Goods insured against loss and damage in an amount not less than the Purchase Price thereof. Buyer shall furnish satisfactory proof of such insurance coverage to Seller. Each insurance policy maintained pursuant to this section shall contain a provision that it shall not be cancelled or in any way limited in coverage or reduced in amount unless Seller is notified in writing fifteen (15) days prior to such cancellation, limitation or reduction. At least fifteen (15) days prior to the expiration of any policy, the Buyer shall furnish evidence satisfactory to the Seller that such policy has been renewed or replaced or is no longer required by this Agreement. Any insurance required herein shall be so written or endorsed as to contain the standard secured party endorsement and to make losses payable to the Seller as an additional insured and/or loss payee as the case may be.


12. CANCELLATION AND/OR DELAY IN ACCEPTANCE. This Agreement shall not be subject to cancellation in whole or in part by the Buyer except upon written notice thereof sent to Seller by certified or registered mail, return receipt requested, and upon the following terms and conditions:
A. It is understood, stipulated and agreed that the Seller shall, upon Buyer's acceptance of this Agreement, incur certain expenses relating to production scheduling, design and other pre-manufacturing activities and that the damages suffered by the Seller in the event of a pre-manufacturing cancellation by the Buyer are not susceptible to precise calculation. Thus, the Buyer and Seller agree that the Buyer shall pay to the Seller twenty percent (20%) of the Purchase Price in the event that the Buyer cancels the order for the Goods before the commencement of production thereof, and that such payment is not a penalty but is in the nature of liquidated damages to the Seller.
B. If a notice of cancellation is received after Seller commences manufacture, purchasing of component parts, delivery or installation, Buyer shall pay to Seller the actual cost of labor and materials plus overhead and lost profit. If Buyer delays acceptance of delivery, the Goods will be stored by Seller at Buyer's risk and expense. The Seller shall not retain the Goods on its premises.


13. SEVERABILITY. In the event that part of this Agreement shall be declared void or unenforceable the balance of this Agreement shall remain unaffected thereby and shall remain enforceable according to its terms.


14. RETURNED GOODS. No Goods may be returned unless authorized in writing by Seller. If return of Goods is so authorized, Buyer shall be required to pay a handling charge of twenty percent (20%) of the Purchase Price. Goods must be returned in the original factory crate, freight prepaid, and shall not have been used and must be in the same condition as originally shipped.


15. RISK OF LOSS. The risk of loss, injury or destruction of the Goods from any cause whatsoever, from the time that the Goods are loaded onto trucks or other vehicles for delivery to the Buyer, shall be solely upon the Buyer. Any such loss, injury or destruction shall not relieve the Buyer of its obligations hereunder. It is Buyer’s responsibility to ascertain the condition of the Goods on arrival. The delivering carrier must note any signs of damage to container or contents on the freight bill before Buyer accepts the Goods. Buyer must notify the delivering carrier and request an inspection of goods within 7 days of delivery, if concealed damage is discovered after Buyer has accepted the shipment. Buyer must note on the freight bill any discrepancy between the number of packages shown on the freight bill and the actual number of packages received by the delivering carrier before Buyer accepts the Goods.


16. CODES. Since state and local fire, building and health codes vary extensively, Seller does not guarantee compliance therewith. Any costs or delays incurred to meet such state or local codes will be at the Buyer's expense.


17. MODIFICATIONS. This Agreement contains the entire agreement between the parties and all prior dealings and negotiations are merged herein. This Agreement may not be cancelled, terminated, (except as herein otherwise provided), modified, altered or amended except in writing and signed by both parties or their duly authorized agents.


18. APPLICABLE LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of New Jersey without regard to its principles of conflicts of law.


19. JURISDICTION. Any controversy or claim arising out of or relating to this contract or the breach thereof shall be brought in any appropriate federal or state court of the State of New Jersey, and the parties hereby consent to the exclusive jurisdiction of such court and waive any claim of forum non conveniens.


20. DEFENSE AND INDEMNIFICATION. If Buyer (including its employees, agents and independent contractors) fails to follow any safety instructions in Seller’s operating manual (as stated in the “Safety Information” section or denoted in the manual with a triangle symbol), Buyer agrees to defend, indemnify and hold harmless the Indemnified Party (as defined below) against any and all claims, demands, lawsuits or causes of action (including those involving bodily injury, death or property damage) raised by or relating to a current or former employee, agent, independent contractor, invitee or customer of Buyer. This duty to indemnify includes payment of all damages, losses and expenses arising from the claim, demand, lawsuit or cause of action, including attorneys’ fees and costs. This duty to indemnify shall not be barred or limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for Buyer under workers’ compensation acts, disability benefit acts or other employee benefit acts.
For purpose of this paragraph “Indemnified Party” means Seller, RONDO, Inc., RONDO Burgdorf AG, RONDO Schio s.r.l. and any of their parents, subsidiaries, corporate affiliates, or successors and includes any of their owners, officers, agents or employees.

Document #: 48189 revised June 21, 2011

Canada - Ontario

TERMS AND CONDITIONS OF SALE


1. DEFINITIONS. Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) “Agreement” means the terms and conditions herein and all instruments supplemental hereto or in amendment or confirmation hereof;

(b) “Date of Delivery” means the date on which the Goods are delivered to the carrier named by the Buyer at RONDO’s warehouse; or the shipping point specified in the sales agreement.

(c) “Goods” means any of the items or services ordered pursuant to this Agreement;

(d) “Purchase Price” means the purchase price to be paid by the Buyer to RONDO as provided in Schedule A to this Agreement;

(e) “RONDO” means RONDO Bakery Equipment Inc. and RONDO, the vendor.


2. ACCEPTANCE. These terms and conditions govern the sale of Goods by RONDO. The Buyer acknowledges and agrees that this Agreement is limited solely to its terms, whether or not the Buyer’s form of acceptance or purchase order contains additional or other terms. The Buyer shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding upon the Buyer if either the Goods referred to herein are delivered to and accepted by the Buyer, or if the Buyer does not within five (5) days from the date hereof deliver to RONDO written objection to said terms and conditions or any part thereof.


3. PURCHASE PRICE. The Purchase Price payable for the Goods shall be as set out in this Agreement. This Agreement and the Purchase Price do not include: electrical wiring, plumbing, air lines or alterations to the Buyer’s premises, any other work or materials, or the obtaining of building and installation permits.


4. TITLE. Title to and ownership of the Goods shall remain vested in RONDO and shall not pass to the Buyer until RONDO has been paid the full amount of the Purchase Price and the Buyer has performed all other obligations under this Agreement.


5. SECURITY INTEREST. For the purposes of the applicable personal property security legislation, if this Agreement provides that any part of the Purchase Price may be paid at any future time or is to be paid in installments, RONDO shall retain and the Buyer hereby grants to RONDO a security interest in the Goods sold to secure payment of the unpaid Purchase Price. The Buyer agrees to do all things and to execute all documents necessary to protect such security interest. The Buyer appoints RONDO as its attorney to execute any documents or other instruments necessary to perfect and enforce RONDO’s security interest. In the event of non-payment by the Buyer of any part of the Purchase Price, RONDO shall have the rights and remedies of a secured party under the applicable legislation, including, without limitation, the right to enter upon the premises of the Buyer to repossess and remove the Goods without notice, wherever they are situated.


6. DEFAULT. In the event that the Buyer fails to pay the Purchase Price or otherwise breaches this Agreement, the Buyer shall be liable for any damages as well as any costs incurred by RONDO in enforcing its rights under this Agreement, including, without limitation, the payment of reasonable legal fees. Without prejudice to all other rights it may possess at any time, RONDO shall have the right to withhold shipments in whole or in part, recall Goods in transit, or repossess all Goods which may be stored with RONDO for the Buyer’s account. All Goods so withheld, recalled or repossessed shall become the property of RONDO, provided that the Buyer is given full credit therefor.


7. DELIVERY. All shipments will be made ex works RONDO warehouse, Downsview, Ontario, or the shipping point specified in the Sales Agreement (as per Incoterms 2000). Delivery will be deemed complete and all risk of loss, destruction or damage to the Goods will pass to the Buyer upon delivery of the Goods to the carrier at RONDO’s warehouse, or shipping point specified. Any such loss, destruction or damage shall not relieve the Buyer of its obligations under this Agreement. Where the Buyer has requested a partial delivery of the Goods, the Buyer shall pay RONDO for such Goods according to the terms and conditions of this Agreement. Any dates quoted for delivery of the Goods are approximate only and RONDO shall not be liable for any delay in delivery of the Goods howsoever caused. In the event of any force majeure conditions as per Article 12, RONDO may, at its option, extend the delivery time or cancel the order, in whole or in part. In no event shall RONDO be liable for any incidental, special or consequential damages or any loss of profit resulting from failure or delay in delivery, even if RONDO has been advised as to the possibility of same.


8. INSURANCE. The Buyer shall, at its own expense, keep all Goods insured against loss or damage until all sums due under this Agreement have been fully paid. Such insurance shall be in an amount not less than the Purchase Price of the Goods. Each insurance policy shall be issued with loss payable to RONDO, and the Buyer shall deliver and assign such insurance policy to RONDO as security. Written notice of the Buyer’s intent to cancel, limit or reduce insurance coverage shall be delivered to RONDO fifteen (15) days prior to such cancellation, limitation or reduction. At least fifteen (15) days prior to the expiration of any insurance policy, the Buyer shall furnish RONDO with satisfactory proof that the policy has been renewed or replaced or is no longer required under this Agreement.


9. LIMITED WARRANTY. The Goods are being sold “new” and/or “reconditioned” as set out in this Agreement. RONDO warrants the Goods subject to the following limitations and conditions (collectively, the “Warranty”):

9.1 Except as stated below, if the Goods are sold “new”, then RONDO warrants that the Goods, when shipped, are free from defects in materials and workmanship. RONDO, at its sole option, shall replace and/or repair any defect for all Goods sold under the RONDO name, for a period of twelve (12) months after date of shipment. Conditional service labor is warranted for twelve (12) months from date of shipment. Labor to repair or replace defective parts shall be warranted when performed by an authorized RONDO service agency. Any Warranty work to be performed under this Warranty must be performed between the hours of 8:00 am and 5:00 pm local time, Monday through Friday. RONDO will bill holiday or overtime charges for work performed other than during normal business hours. Travel expenses, if any, shall be at Buyer’s expense.

9.2 Except as stated below, if the Goods are sold “reconditioned”, then RONDO at its sole option, shall replace and/or repair any defective parts or components for a period of six (6) months after the date of shipment. Labour and travel expenses, if any, shall be at Buyer’s expense.

9.3 Since, after shipment, the Goods are under the sole control of the Buyer, the Warranty is subject to, and shall be applicable only if all of the following conditions are met:

(a) RONDO receives written notice of any defect no later than ten (10) days after the Buyer first has knowledge thereof;
(b) the Goods have been stored, handled, erected, installed, operated, maintained or otherwise used in accordance with RONDO’s instructions;
(c) the Goods have not been subject to any use other than that for which they were designed nor been involved in any accident;
(d) the Buyer has not itself or through a third party performed or attempted to perform corrective work without RONDO’s prior written consent;
(e) RONDO is given a reasonable opportunity to inspect the Goods in question and is satisfied that they are defective; and
(f) RONDO has received full payment of the Purchase Price or any instalment(s) due thereon.
(g) The Warranty provided hereby on new or reconditioned equipment shall terminate and be of no further force and effect if the Buyer fails to obtain from RONDO a warranty authorization number prior to initiating any Warranty repair work of any nature whatsoever.

9.4 Notwithstanding anything in 9.1 and 9.2, the Warranty does not cover normal wear parts, and RONDO makes no warranty as to cutters, scraper blades, conveyor belts, V-belts, timers, contactors, and light bulbs. Normal maintenance such as lubrication, adjustment or calibration is the responsibility of the Buyer and is not covered by this Warranty. All equipment manufactured by third parties and not sold under the RONDO name but included as part of this Agreement, will be covered solely by the Warranty issued by the manufacturer thereof, if any, and RONDO makes no Warranties with respect thereto, express, implied or statutory, including Warranties of Merchantability or Fitness for a particular purpose.

9.5 The Warranty is neither transferable nor assignable by the Buyer and shall become null and void upon the transfer of the Goods to a different location or to a third party.

9.6 ALL OTHER CONDITIONS, GUARANTEES OR WARRANTIES, INCLUDING CONDITIONS, GUARANTEES OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT AS DEFINED IN SECTIONS 9.1 TO 9.5, RONDO SHALL BE UNDER NO LIABILITY WHATSOEVER IN RESPECT OF ANY LOSS, DAMAGE, INJURY OR EXPENSE ARISING IN CONNECTION WITH THE GOODS, WHETHER OR NOT DUE TO NEGLIGENCE OR BREACH OF DUTY BY RONDO OR ITS SERVANTS OR AGENTS, AND IN PARTICULAR, BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, RONDO SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR EXPENSES OR ANY LOSS OF PROFIT ON RESALE OR ANY LIABILITY TO THIRD PARTIES INCURRED BY THE BUYER.

9.7 RONDO does not guarantee, warrant or offer any patent or trademark protection to the Buyer on any of the Goods covered by this Agreement. RONDO shall not be obligated, liable or in any way responsible to the Buyer because of any alleged or actual violation of patent or patent rights, trademarks or intellectual or property rights arising from or in connection with the sale or use of any of the Goods.


10. RETURNED GOODS. No Goods shall be returned without RONDO’s prior written authorization. If RONDO authorizes the return of Goods, the Buyer shall pay a handling charge of twenty per cent (20%) of the Purchase Price. Goods must be returned, freight prepaid, in their original condition as shipped and in their original factory crate.


11. INSTALLATION. Unless otherwise specified in this Agreement, RONDO shall have no obligation or responsibility whatsoever with respect to installation, start-up or training with respect to the Goods.

11.1 In the event that this Agreement specifies that RONDO shall supervise the installation, RONDO’s obligation shall be limited to furnishing a representative to provide supervisory assistance to the Buyer with respect to the installation for a period specified in this Agreement (the “Supervisory Period”). RONDO shall instruct qualified operating and maintenance personnel furnished by the Buyer in the proper operation and maintenance of the Goods.

11.2 The Buyer shall supply all labor and materials at its own expense and shall cooperate fully with RONDO an its representatives during the Supervisory Period. The Buyer shall eliminate all obstructions of any kind in and about the installation site when and as requested by RONDO, and shall provide, without limitation, the following:

(a) free and easy access to the installation site;
(b) all necessary storage areas;
(c) all necessary permits and other governmental and administrative approvals for the work;
(d) all necessary electrical wiring, refrigeration hook-ups, plumbing, rigging, hoisting and alterations to the building; and
(e) all utilities required for the installation and operation of the Goods.

11.3 Unless otherwise specified in this Agreement, any installation charges incurred by RONDO shall be separate from and in addition to the Purchase Price and will be billed at RONDO’s then current rates.

11.4 During the Supervisory Period, RONDO shall not be responsible for any loss, liability or charge of any kind, sort or nature by reason of any delay in the completion of such installation occasioned by the unavailability of trained personnel, defects in the Goods, unavailability of parts or any other circumstances beyond the immediate control of RONDO.

11.5 The Buyer shall reimburse RONDO for any losses or expenses incurred due to delays or interruptions in installing or commencing use of the Goods or completing the work when such delays or interruptions are not caused by any act or omission of RONDO. The Buyer shall reimburse RONDO for any expenses incurred for overtime work due to the Buyer’s delay or interruption.


12. FORCE MAJEURE. Neither of the parties to this Agreement shall be charged with failure to comply with any of the obligations of this Agreement if such failure is caused by fires, floods, embargoes, governmental regulations, wars, strikes, or Acts of God, or any other causes beyond the parties’ reasonable control (“force majeure conditions”).


13. LATE PAYMENT CHARGE. All unpaid balances which are thirty (30) days or more past due shall be subject to a late charge of one-and- one-half per cent (1-1/2%) per month (18 % per annum), but in no event shall such late charge exceed the maximum rate permitted by law.


14. TAXES. The Purchase Price does not include any goods and services tax, provincial or municipal sales, use, value-added or similar tax, or customs charges and duties which may now or hereafter be applicable to the purchase of the Goods, all of which shall be payable by the Buyer.


15. CANCELLATION AND/OR DELAY IN ACCEPTANCE. This Agreement is not subject to cancellation in whole or in part by the Buyer except upon written notice to RONDO and under the following conditions:

(a) if the Buyer cancels the Agreement before the commencement of production of the Goods, the Buyer shall pay RONDO an amount equal to twenty per cent (20%) of the Purchase Price as liquidated damages;
(b) if a notice of cancellation is received after RONDO has commenced manufacture, purchase of component parts, delivery or installation, the Buyer shall pay RONDO the actual cost of labor and materials plus overhead and lost profit;
(c) if the Buyer delays acceptance of delivery, the Goods will be stored by RONDO at the Buyer’s risk and expense. RONDO shall not retain the Goods on its premises.


16. COMPLIANCE. RONDO does not guarantee compliance with any federal, provincial or municipal fire, building and health codes. The Buyer shall satisfy itself that the Goods comply with any regulations as to safety, packaging, marking, etc.. Any costs or delays incurred to meet such codes shall be at the Buyer’s expense.


17. SEVERABILITY. Any provision of this Agreement that is held to be invalid, illegal or unenforceable shall not affect or impair in any way the validity, legality or enforceability of the remainder of this Agreement.


18. ENTIRE AGREEMENT. This Agreement, together with the Sales Agreement attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations and discussions between RONDO and the Buyer. No modification or amendment of this Agreement shall be binding unless executed in writing by both parties. In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Buyer’s order or in any other form issued by Buyer, whether or not any such form has been acknowledged or accepted by RONDO, RONDO’s terms and conditions herein shall prevail.


19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.


20. JURISDICTION. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be brought in any appropriate federal or provincial court of the Province of Ontario, and the parties hereby consent to the exclusive jurisdiction of such court and waive any claim of forum non conviens.


21. DEFENSE AND INDEMNIFICATION. If Buyer (including its employees, agents and independent contractors) fails to follow any safety instructions in Seller’s operating manual (as stated in the “Safety Information” section or denoted in the manual with a triangle symbol), Buyer agrees to defend, indemnify and hold harmless the Indemnified Party (as defined below) against any and all claims, demands, lawsuits or causes of action (including those involving bodily injury, death or property damage) raised by or relating to a current or former employee, agent, independent contractor, invitee or customer of Buyer. This duty to indemnify includes payment of all damages, losses and expenses arising from the claim, demand, lawsuit or cause of action, including attorneys’ fees and costs. This duty to indemnify shall not be barred or limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for Buyer under workers’ compensation acts, disability benefit acts or other employee benefit acts.
For purpose of this paragraph “Indemnified Party” means Seller, RONDO, Inc., RONDO Burgdorf AG, RONDO Schio s.r.l. and any of their parents, subsidiaries, corporate affiliates, or successors and includes any of their owners, officers, agents or employees.


22. LANGUAGE. The Buyer hereby agrees that all terms, forms, contract and other kinds of agreements and documents exchanged or entered into between the Buyer and RONDO pursuant to this Agreement shall be in the English language only. Les parties aux présentes conviennent expressément que cette convention ainsi que tous les avis et documents s’y rattachant soient rédigés en anglais.


Document #: Ontario 070801 revised June 21, 2011

Canada - Québec

TERMS AND CONDITIONS OF SALE


1. DEFINITIONS. Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a) “Agreement” means the terms and conditions herein and all instruments supplemental hereto or in amendment or confirmation hereof;

(b) “Date of Delivery” means the date on which the Goods are delivered to the carrier named by the Buyer at RONDO’s warehouse; or the shipping point specified in the sales agreement.

(c) “Goods” means any of the items or services ordered pursuant to this Agreement;

(d) “Purchase Price” means the purchase price to be paid by the Buyer to RONDO as provided in Schedule A to this Agreement;

(e) “RONDO” means RONDO Bakery Equipment Inc., and RONDO, the vendor.


2. ACCEPTANCE. These terms and conditions govern the sale of Goods by RONDO. The Buyer acknowledges and agrees that this Agreement is limited solely to its terms, whether or not the Buyer’s form of acceptance or purchase order contains additional or other terms. The Buyer shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding upon the Buyer if either the Goods referred to herein are delivered to and accepted by the Buyer, or if the Buyer does not within five (5) days from the date hereof deliver to RONDO written objection to said terms and conditions or any part thereof.


3. PURCHASE PRICE. The Purchase Price payable for the Goods shall be as set out in this Agreement. This Agreement and the Purchase Price do not include: electrical wiring, plumbing, air lines or alterations to the Buyer’s premises, any other work or materials, or the obtaining of building and installation permits.


4. TITLE. Title to and ownership of the Goods shall remain vested in RONDO and shall not pass to the Buyer until RONDO has been paid the full amount of the Purchase Price and the Buyer has performed all other obligations under this Agreement.


5. SECURITY INTEREST. For the purposes of the applicable personal property security legislation, if this Agreement provides that any part of the Purchase Price may be paid at any future time or is to be paid in installments, RONDO shall retain and the Buyer hereby grants to RONDO a security interest in the Goods sold to secure payment of the unpaid Purchase Price, including without limitation, a movable hypothec with delivery. The Buyer agrees to do all things and to execute all documents necessary to protect such security interest. The Buyer appoints RONDO as its attorney to execute any documents or other instruments necessary to perfect and enforce RONDO’s security interest. In the event of non-payment by the Buyer of any part of the Purchase Price, RONDO shall have the rights and remedies of a secured party under the applicable legislation, including, without limitation, the right to enter upon the premises of the Buyer to repossess and remove the Goods, wherever they are situated.


6. DEFAULT. In the event that the Buyer fails to pay the Purchase Price or otherwise breaches this Agreement, the Buyer shall be liable for any damages as well as any costs incurred by RONDO in enforcing its rights under this Agreement, including, without limitation, the payment of reasonable legal fees. Without prejudice to all other rights it may possess at any time, RONDO shall have the right to withhold shipments in whole or in part, recall Goods in transit, or repossess all Goods which may be stored with RONDO for the Buyer’s account. All Goods so withheld, recalled or repossessed shall become the property of RONDO, provided that the Buyer is given full credit therefor.


7. DELIVERY. All shipments will be made ex works RONDO warehouse, Downsview, Ontario, or the shipping point specified in the Sales Agreement (as per Incoterms 2000). Delivery will be deemed complete and all risk of loss, destruction or damage to the Goods will pass to the Buyer upon delivery of the Goods to the carrier at RONDO’s warehouse, or shipping point specified. Any such loss, destruction or damage shall not relieve the Buyer of its obligations under this Agreement. Where the Buyer has requested a partial delivery of the Goods, the Buyer shall pay RONDO for such Goods according to the terms and conditions of this Agreement. Any dates quoted for delivery of the Goods are approximate only and RONDO shall not be liable for any delay in delivery of the Goods howsoever caused. In the event of any force majeure conditions as per Article 12, RONDO may, at its option, extend the delivery time or cancel the order, in whole or in part. In no event shall RONDO be liable for any incidental, special or consequential damages or any loss of profit resulting from failure or delay in delivery, even if RONDO has been advised as to the possibility of same.


8. INSURANCE. The Buyer shall, at its own expense, keep all Goods insured against loss or damage until all sums due under this Agreement have been fully paid. Such insurance shall be in an amount not less than the Purchase Price of the Goods. Each insurance policy shall be issued with loss payable to RONDO, and the Buyer shall deliver and assign such insurance policy to RONDO as security. Written notice of the Buyer’s intent to cancel, limit or reduce insurance coverage shall be delivered to RONDO fifteen (15) days prior to such cancellation, limitation or reduction. At least fifteen (15) days prior to the expiration of any insurance policy, the Buyer shall furnish RONDO with satisfactory proof that the policy has been renewed or replaced or is no longer required under this Agreement.


9. LIMITED WARRANTY. The Goods are being sold “new” and/or “reconditioned” as set out in this Agreement. RONDO warrants the Goods to be free from defect in materials and workmanship, subject to the following
limitations and conditions (collectively, the “Warranty”):


9.1 Except as stated below, if the Goods are sold “new”, then RONDO warrants that the Goods, when shipped, are free from defects in materials and workmanship. RONDO, at its sole option, shall replace and/or repair any defect for all Goods sold under the RONDO name, for a period of twelve (12) months after date of shipment. Conditional service labor is warranted for twelve months from date of shipment. Labor to repair or replace defective parts shall be warranted when performed by an authorized RONDO service agency. Any Warranty work to be performed, under this Warranty must be performed between the hours of 8:00 am and 5:00 pm local time, Monday through Friday. RONDO will bill holiday or overtime charges for work performed other than during normal business hours. Travel expenses, if any, shall be at Buyer’s expense.

9.2 Except as stated below, if the Goods are sold “reconditioned”, then RONDO at its sole option, shall replace and/or repair any defective parts or components for the period of six (6) months after the date ofshipment. Labour and travel expenses, if any, shall be at Buyer’s expense.

9.3 Since, after shipment, the Goods are under the sole control of the Buyer, the Warranty is subject to, and shall be applicable only if all the following conditions are met.

(a) RONDO receives written notice of any defect no later than ten (10) days after the Buyer first has knowledge thereof;
(b) the Goods have been stored, handled, erected, installed, operated, maintained or otherwise used in accordance with RONDO’s instructions
(c) the Goods have not been subject to any use other than that for which they were designed nor been involved in any accident;
(d) the Buyer has not itself or through a third party performed or attempted to perform corrective work without RONDO’s prior written consent;
(e) RONDO is given a reasonable opportunity to inspect the Goods in question and is satisfied that they are defective; and
(f) RONDO has received full payment of the Purchase Price or any instalment(s) due thereon.
(g) The Warranty provided hereby on new or reconditioned equipment shall terminate and be of no further force and effect if the Buyer fails to obtain from RONDO a warranty authorization number prior to initiating any Warranty repair work of any nature whatsoever.

9.4 Notwithstanding anything in 9.1 and 9.2, the Warranty does not cover normal wear parts and RONDO makes no warranty as to cutters, scraper blades, conveyor belts, V-belts, timers, contactors, and light bulbs. Normal maintenance such as lubrication, adjustment or calibration is the responsibility of the Buyer and is not covered by this Warranty. All equipment manufactured by third parties and not sold under the RONDO name but included as part of this Agreement, will be covered solely by the Warranty issued by the manufacturer thereof, if any, and RONDO makes no Warranties with respect thereto, express, implied or statutory, including Warranties of Merchantability or Fitness for a particular purpose.

9.5 The Warranty is neither transferable nor assignable by the Buyer and shall become null and void upon the transfer of the Goods to a different location or to a third party.

9.6 ALL OTHER CONDITIONS, GUARANTEES OR WARRANTIES, INCLUDING CONDITIONS, GUARANTEES OR WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW, ARE HEREBY EXPRESSLY EXCLUDED. EXCEPT AS DEFINED IN SECTIONS 9.1 TO 9.5, RONDO SHALL BE UNDER NO LIABILITY WHATSOEVER IN RESPECT OF ANY LOSS, DAMAGE, INJURY OR EXPENSE ARISING IN CONNECTION WITH THE GOODS, WHETHER OR NOT DUE TO NEGLIGENCE OR BREACH OF DUTY BY RONDO OR ITS SERVANTS OR AGENTS, AND IN PARTICULAR, BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, RONDO SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR EXPENSES OR ANY LOSS OF PROFIT ON RESALE OR ANY LIABILITY TO THIRD PARTIES INCURRED BY THE BUYER.

9.7 RONDO does not guarantee, warrant or offer any patent or trademark protection to the Buyer on any of the Goods covered by this Agreement. RONDO shall not be obligated, liable or in any way responsible to the Buyer because of any alleged or actual violation of patent or patent rights, trademarks or intellectual or property rights arising from or in connection with the sale or use of any of the Goods.


10. RETURNED GOODS. No Goods shall be returned without RONDO’s prior written authorization. If RONDO authorizes the return of Goods, the Buyer shall pay a handling charge of twenty per cent (20%) of the Purchase Price. Goods must be returned, freight prepaid, in their original condition as shipped and in their original factory crate.


11. INSTALLATION. Unless otherwise specified in this Agreement, RONDO shall have no obligation or responsibility whatsoever with respect to installation, start-up or training with respect to the Goods.

11.1 In the event that this Agreement specifies that RONDO shall supervise the installation, RONDO’s obligation shall be limited to furnishing a representative to provide supervisory assistance to the Buyer with respect to the installation for a period specified in this Agreement (the “Supervisory Period”). RONDO shall instruct qualified operating and maintenance personnel furnished by the Buyer in the proper operation and maintenance of the Goods.

11.2 The Buyer shall supply all labor and materials at its own expense and shall cooperate fully with RONDO and its representatives during the Supervisory Period. The Buyer shall eliminate all obstructions of any kind in and about the installation site when and as requested by RONDO, and shall provide, without limitation, the following:

(a) free and easy access to the installation site;
(b) all necessary storage areas;
(c) all necessary permits and other governmental and administrative approvals for the work;
(d) all necessary electrical wiring, refrigeration hook-ups, plumbing, rigging, hoisting and alterations to the building; and
(e) all utilities required for the installation and operation of the Goods.

11.3 Unless otherwise specified in this Agreement, any installation charges incurred by RONDO shall be separate from and in addition to the Purchase Price and will be billed at RONDO’s then current rates.

11.4 During the Supervisory Period, RONDO shall not be responsible for any loss, liability or charge of any kind, sort or nature by reason of any delay in the completion of such installation occasioned by the unavailability of trained personnel, defects in the Goods, unavailability of parts or any other circumstances beyond the immediate control of RONDO.

11.5 The Buyer shall reimburse RONDO for any losses or expenses incurred due to delays or interruptions in installing or commencing use of the Goods or completing the work when such delays or interruptions are not caused by any act or omission of RONDO. The Buyer shall reimburse RONDO for any expenses incurred for overtime work due to the Buyer’s delay or interruption.


12. FORCE MAJEURE. Neither of the parties to this Agreement shall be charged with failure to comply with any of the obligations of this Agreement if such failure is caused by fires, floods, embargoes, governmental regulations, wars, strikes, or Acts of God, or any other causes beyond the parties’ reasonable control (“force majeure conditions”).


13. LATE PAYMENT CHARGE. All unpaid balances which are thirty (30) days or more past due shall be subject to a late charge of one-and- one-half per cent (1-1/2%) per month (18 % per annum), but in no event shall such late charge exceed the maximum rate permitted by law.


14. TAXES. The Purchase Price does not include any goods and services tax, provincial or municipal sales, use, value-added or similar tax, or customs charges and duties which may now or hereafter be applicable to the purchase of the Goods, all of which shall be payable by the Buyer.


15. CANCELLATION AND/OR DELAY IN ACCEPTANCE. This Agreement is not subject to cancellation in whole or in part by the Buyer except upon written notice to RONDO and under the following conditions:

(a) if the Buyer cancels the Agreement before the commencement of production of the Goods, the Buyer shall pay RONDO an amount equal to twenty per cent (20%) of the Purchase Price as liquidated damages;
(b) if a notice of cancellation is received after RONDO has commenced manufacture, purchase of component parts, delivery or installation, the Buyer shall pay RONDO the actual cost of labor and materials plus overhead and lost profit;
(c) if the Buyer delays acceptance of delivery, the Goods will be stored by RONDO at the Buyer’s risk and expense. RONDO shall not retain the Goods on its premises.


16. COMPLIANCE. RONDO does not guarantee compliance with any federal, provincial or municipal fire, building and health codes. The Buyer shall satisfy itself that the Goods comply with any regulations as to safety, packaging, marking, etc.. Any costs or delays incurred to meet such codes shall be at the Buyer’s expense.


17. SEVERABILITY. Any provision of this Agreement that is held to be invalid, illegal or unenforceable shall not affect or impair in any way the validity, legality or enforceability of the remainder of this Agreement.


18. ENTIRE AGREEMENT. This Agreement, together with the Sales Agreement attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations and discussions between RONDO and the Buyer. No modification or amendment of this Agreement shall be binding unless executed in writing by both parties. In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Buyer’s order or in any other form issued by Buyer, whether or not any such form has been acknowledged or accepted by RONDO, RONDO’s terms and conditions herein shall prevail.


19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec.


20. JURISDICTION. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be brought in any appropriate federal or provincial court of the Province of Quebec, and the parties hereby consent to the exclusive jurisdiction of such court and waive any claim of forum non conviens.


21. DEFENSE AND INDEMNIFICATION. If Buyer (including its employees, agents and independent contractors) fails to follow any safety instructions in Seller’s operating manual (as stated in the “Safety Information” section or denoted in the manual with a triangle symbol), Buyer agrees to defend, indemnify and hold harmless the Indemnified Party (as defined below) against any and all claims, demands, lawsuits or causes of action (including those involving bodily injury, death or property damage) raised by or relating to a current or former employee, agent, independent contractor, invitee or customer of Buyer. This duty to indemnify includes payment of all damages, losses and expenses arising from the claim, demand, lawsuit or cause of action, including attorneys’ fees and costs. This duty to indemnify shall not be barred or limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for Buyer under workers’ compensation acts, disability benefit acts or other employee benefit acts.
For purpose of this paragraph “Indemnified Party” means Seller, RONDO, Inc., RONDO Burgdorf AG, RONDO Schio s.r.l. and any of their parents, subsidiaries, corporate affiliates, or successors and includes any of their owners, officers, agents or employees.


21. LANGUAGE. The Buyer hereby agrees that all terms, forms, contract and other kinds of agreements and documents exchanged or entered into between the Buyer and RONDO pursuant to this Agreement shall be in the English language only. Les parties aux présentes conviennent expressément que cette convention ainsi que tous les avis et documents s’y rattachant soient rédigés en anglais.


Document #: Québec 070810 revised June 21, 2011.

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