1.1 The present General Terms and Conditions of Purchase of RONDO Burgdorf AG (hereinafter referred to as RONDO) shall govern all of RONDO’s purchasing obligations, insofar as no other agreement has been concluded by the parties in writing.
1.2 The seller herewith expressly waives the assertion of any of its own general contractual terms.
2. Order placement
2.1 Legally binding orders can be placed by post, fax or other forms of electronic data communication. Verbal or telephone agreements as well as supplements and amendments shall only be valid if they have been confirmed by RONDO via the aforementioned data communication forms.
2.2 The entire or partial passing on of the order to a third party shall require RONDO’s prior express consent.
2.3 Every order must be confirmed within 14 (fourteen) days from the date of the same in a form of data communication mentioned in Paragraph 2.1, if immediate delivery does not ensue. RONDO shall be entitled to withdraw from unconfirmed orders at any time.
3. Prices and payment conditions
3.1 The agreed prices shall be fixed prices and include all ancillary costs (e.g. packaging, transport). Related price changes or provisos shall only be binding if and insofar as they have been expressly recognised by RONDO in writing.
3.2 For each delivery a separate invoice shall be issued indicating the VAT and referring to the RONDO order number and item number. Invoices without this information shall be rejected. Cash on delivery shipments shall not be accepted.
3.3 Payments by RONDO shall be effected independent from inspecting the goods upon their receipt at the destination. RONDO’s payments or partial payments shall hence not be deemed to represent acceptance of the volume, price and quality. RONDO’s statutory rights in this
regard shall therefore remain fully preserved even after payment for the goods has been effected.
3.4 Insofar as not otherwise agreed, payments shall be carriage paid to Burgdorf, 60 days net, following receipt of the invoice. The earliest invoicing shall be following after receipt of the goods.
3.5 The assignment of RONDO’s existing accounts receivable as well as offsetting with counterclaims shall only be permissible with RONDO’s written consent.
4. Materials, drawings, tools, models and other resources
4.1 Materials, drawings, tools, models and other resources, which RONDO has made available to the seller and/or have been manufactured at RONDO’S expense, shall remain/are RONDO’s property.
4.2 The aforementioned resources, e.g. materials, may not be made accessible to third parties and shall only be used to fulfil the order. The resources, e.g. the unused materials, shall be returned undamaged upon RONDO’s request at any time, at the latest however upon delivery of the goods or, if expressly agreed, to be held in safekeeping by the seller until further notice.
4.3 If RONDO’s order relates to an individual creation under the terms of a contract for work and services (Art. 363 ff. of the OR), RONDO shall be entitled without restriction to the intellectual property and the exclusive use of all related design and development results. The design and development results may neither be made in whole or in part accessible to third parties without RONDO’s express written consent nor used for its own or other purposes.
5. Term of delivery
5.1 The delivery schedule and delivery deadlines specified by RONDO (also in the event of partial deliveries) shall be binding. They shall apply as having been adhered to if the goods have reached the place of performance prior to the expiration thereof.
5.2 A delivery shall be deemed delayed without any prior reminder notice.
5.3 RONDO shall be entitled to assert a contractual penalty for delayed deliveries. The contractual penalty shall amount to 1% for each commenced week of delay, in total a maximum of 10%, calculated on the basis of the contractual price of the entire delivery. Upon reaching the maximum of the contractual penalty the Ordering Party can at its discretion continue or withdraw from the agreement. The right to claim for damages arising from the delay shall remain reserved.
5.4 RONDO shall not be required to accept early deliveries. The terms under which RONDO will accept early deliveries shall be jointly specified on a case by case basis. The payment conditions shall be oriented according to Section 3 of these General Terms and Conditions of Purchase – even in the case of an early delivery. The ordinary delivery date shall be decisive for the calculation of the payment deadline.
6.1 Insofar as not otherwise agreed, delivery shall be to the place of performance designated by RONDO.
6.2 Subject to another agreement and the agreement of an Incoterm, the use and risk shall pass to RONDO, following the unloading of the goods from the final means of transport to the place of performance.
6.3 A detailed delivery note shall accompany every delivery, which at least contains the order number, the RONDO item number, item description, unit number as well as the gross and net weight. The volumes specified in the orders shall be adhered to. RONDO reserves the right to
return surplus deliveries to the Seller against full indemnification of its activities and to insist on fulfilment of the volume ordered in the event of shortfalls.
6.4 The Supplier shall be responsible for insurance coverage against damages of any kind until the transfer of benefits and risk.
7. Guarantee / Liability
7.1 The seller shall review the volume and quality of the goods prior to shipping.
7.2 The seller shall assume the risk for the contractual delivery of goods free from legal and material defects, in impeccable condition, using impeccable raw materials, suitable for the intended purpose of use. This shall also include in particular the adherence to official and statutory safety regulations in the manufacturer’s and destination country. The seller shall guarantee, also in the event of the approved passing of the order to third parties, that the delivery meets the requirements as specified above and the confidentiality of the information provided to it remain maintained. The Seller shall assume this liability for materials, construction, execution, processing for the term of 24 (twenty-four) months from transfer of the goods to the place of performance In case of replacement deliveries or following the end of repairing defective goods, the period of guarantee shall
7.3 The goods delivered shall be inspected as soon as possible after receipt, at the latest upon further processing or commissioning and the Seller shall be promptly notified regarding any defects. As it is not possible for most deliveries, however, to immediately inspect the contractual conformity of the goods, the Seller recognises that complaints regarding defects without adherence to a period of notice for defects shall apply as submitted in a timely manner if they are reported during the period of guarantee. This rule shall only apply if the parties have not met any special quality agreement.
7.4 In the event of defective delivery, the Supplier shall be obligated to undertake the immediate rectification of the defect free of charge. At its own discretion RONDO shall have the right to demand from the supplier free of charge a replacement of the defective goods, reduction of the purchase price or to withdraw from the contract. The right to assert compensation for damages shall remain reserved. RONDO may in whole or in part withhold payment until the Seller – depending on the law chosen by RONDO – has complied with its obligation to the delivery of impeccable replacement goods, reduction of the purchase price or to withdrawal from the agreement and/or pay compensation for damages. Offsetting shall also be permissible.
7.5 The Seller shall hold RONDO fully harmless from all third party claims on the basis of claimed or occurred breaches of copyrights of any kind whatsoever.
8. Company logo and trademarks
Insofar as RONDO desires the company logo and trademarks shall be affixed to the goods ordered by RONDO pursuant instructions. The items labelled in this way may only be delivered exclusively to RONDO. Goods objected to and returned by RONDO, which are furnished with its company logo or trademarks, must be rendered unusable after consultation and written confirmation. In this event the Seller shall be obligated at RONDO’s request to make the technical documentation available within an appropriate period. RONDO shall be entitled to pass this on to third parties.
9. Product liability
9.1 RONDO shall immediately notify the Seller regarding any product defects becoming known in the goods delivered, in the event the defect has led to or could lead to an accident resulting in death, physical injury or material damage, and make arrangements with the Seller regarding how to proceed. The Seller shall support RONDO in interacting with the injured parties and release it from justified claims, insofar as the product defects in the goods delivered are attributable to the Seller and for which RONDO and/or the Seller are responsible on the basis of product liability legislation. Claims shall be deemed justified only if they have either been recognised by RONDO and/or the Seller or in a legally concluded proceeding, which
RONDO has initiated, adjudicated to e.g. the injured party. The seller shall reimburse RONDO for all costs incurred as a result of this and compensate for other damages.
9.2 The seller shall assume all costs for recall campaigns, which are attributable to the defectiveness or unsafeness of the goods it has delivered.
10. Jurisdiction and applicable law
10.1 The legal relationship shall be subject to material Swiss law, whereby the applicability of the United Nations Convention on Contracts for the International Sale of Goods (“Vienna Convention”) shall be excluded.
10.2 Burgdorf/Switzerland shall be the jurisdiction for any conflicts arising under or in association with the delivery relationship.
RONDO Burgdorf AG
3400 Burgdorf / Switzerland