General Terms and Conditions of Purchase

1. General information

1.1 These General Terms and Conditions of Purchase of RONDO Burgdorf AG (hereinafter referred to as RONDO) shall apply to all purchasing obligations of RONDO, unless otherwise agreed in writing by mutual consent.

1.2 The Seller hereby expressly waives the assertion of any General Terms and Conditions of Contract of its own.

2. Placing an order

2.1 Legally binding orders can be placed by letter post, fax or other forms of electronic data transmission. Verbal or telephone agreements as well as amendments and additions are only valid if they are confirmed by RONDO using the aforementioned forms of data transmission.

2.2 The full or partial transfer of the order to third parties requires the express prior consent of RONDO.

2.3 Each order must be confirmed within 5 (five) days of the date of the order in a form of data transmission mentioned in Art. 2.1, unless delivery is made immediately. RONDO is entitled to cancel unconfirmed orders at any time.

3. Prices and terms of payment

3.1 The agreed prices are fixed prices and include all ancillary costs (e.g. packaging, transportation). Price
changes or reservations in this regard are only binding if and insofar as they have been expressly accepted by RONDO in writing.

3.2 A separate invoice showing VAT and reference to the RONDO order number and article number must be issued for each delivery. Invoices without this information will be rejected. Cash on delivery shipments will not be accepted.

3.3 Payments by RONDO shall be made irrespective of any inspection of the goods on receipt at their destination. RONDO's payments, or partial payments, therefore do not constitute recognition of quantity, price and quality. RONDO's legal claims in this respect therefore remain fully protected even after the goods have been paid for. 

3.4 Unless otherwise agreed, payments shall be made carriage paid to Burgdorf, 60 days net after receipt of the invoice. Invoicing shall take place at the earliest after delivery of the goods.

3.5 The assignment of existing claims against RONDO, as well as offsetting against counterclaims, is only permitted with RONDO's written consent.

4. Material, drawings, tools, models and other aids

4.1 Material, drawings, tools, models and other aids provided to the Vendor by RONDO or produced at RONDO's expense remain or are the property of RONDO. 

4.2 The above-mentioned aids or materials may not be made accessible to third parties and may only be used to fulfill the order. At RONDO's request, the aids or unused material must be returned undamaged at any time, but at the latest upon delivery of the goods, or, if expressly agreed, must be kept by the Seller until revoked.

4.3 Insofar as RONDO's order relates to individual production within the meaning of a contract for work and services (Art. 363 et seq. CO), RONDO shall be entitled without restriction to the intellectual property and exclusive use of all related design and development results. The designs and developments may not be made accessible to third parties in whole or in part or used for own or other purposes without the express written consent of RONDO.

5. Delivery period

5.1 The delivery dates and delivery periods specified by RONDO (including for partial deliveries) are binding. They shall be deemed to have been met if the goods have arrived at the place of performance by the time they expire.

5.2 Delay in delivery occurs without a reminder.

5.3 RONDO is entitled to claim a contractual penalty for late deliveries. The contractual penalty is 1% for each commenced week of delay, up to a maximum of 10%, calculated on the contract price of the entire delivery. Once the maximum contractual penalty has been reached, the customer may, at its discretion, adhere to the contract or withdraw from the contract. The right to claim damages resulting from the delay remains reserved. 

5.4 RONDO does not have to accept early deliveries. If RONDO retains early deliveries, the conditions will be determined jointly on a case-by-case basis. Even in the event of early delivery, the terms of payment shall be governed by clause 3 of these Terms and Conditions of Purchase. The regular delivery date is decisive for calculating the payment deadline.

6. Fulfillment

6.1 Unless otherwise agreed, delivery must be made to the place of performance specified by RONDO. 

6.2 Unless otherwise agreed and subject to the agreement of an Incoterm, benefit and risk shall pass to RONDO after the goods have been unloaded from the last means of transportation at the place of performance.

6.3 Each delivery must be accompanied by a detailed delivery bill containing at least the order number, RONDO article number, article description, quantity and gross and net weight. The quantities specified in the orders must be adhered to. RONDO reserves the right to make surplus parts available to the Vendor against full compensation for its expenses and to insist on fulfillment of the ordered quantity in the event of shortfalls.

6.4 Insurance against damage of any kind is the responsibility of the supplier until the transfer of benefit and risk.

7. Guarantee/warranty

7.1 The seller shall check the quantity and quality of the goods before dispatch.

7.2 The Seller warrants that the goods delivered will be free from defects in title and quality, in perfect condition, using flawless raw materials and suitable for the intended purpose. This includes, in particular, compliance with official and statutory safety regulations of the country of manufacture and destination. The seller guarantees, even in the case of the authorized forwarding of the order to third parties, that the delivery complies with the requirements described above and that the confidentiality of the information provided to him is maintained. The seller shall assume this warranty for material, design, workmanship and processing for a period of 24 (twenty-four) months from delivery of the goods at the place of performance. In the event of replacement deliveries or after completion of the repair of defective goods, the warranty period shall begin to run again. 

7.3 The delivered goods shall be inspected as soon as possible after receipt, at the latest upon further processing or commissioning, and the seller shall be notified of any defects without delay. However, as it is not possible with most deliveries to check the conformity of the goods with the contract immediately, the seller acknowledges that notices of defects shall be deemed to have been made in good time without observing a notice period, provided that they are notified during the warranty period. This provision shall only apply if the parties have not concluded a special quality agreement.

7.4 In the event of defective delivery, the Supplier is obliged to remedy the defect immediately and free of charge. At its own discretion, RONDO has the right to demand that the Supplier replace the defective goods free of charge, rescind the contract or reduce the price. RONDO reserves the right to claim any damages. RONDO may withhold payment in whole or in part until the Vendor has fulfilled its obligation to deliver faultless replacement goods, to rescind the contract, to reduce the price and/or to compensate for damages, depending on the right chosen by RONDO. Offsetting is permitted. 

7.5 The Vendor shall indemnify RONDO in full against all third-party claims based on alleged or actual infringements of property rights of any kind.

8. Company names and trademarks

If RONDO so wishes, the company names and trademarks must be affixed to the goods ordered by RONDO in accordance with the instructions. Items marked in this way may only be delivered to RONDO. Goods that are rejected and returned by RONDO which bear its company or trademark must be rendered unusable after consultation and written confirmation. In this case, the Vendor undertakes to provide the technical documentation within a reasonable period of time at RONDO's request. RONDO is entitled to pass this on to third parties.

9. Product liability

9.1 RONDO will inform the Vendor immediately of any product defect in the delivered goods of which it becomes aware if the defect has led or could lead to an accident resulting in death, personal injury or material damage andwill consult with the Vendor on how to proceed. The Vendor will support RONDO in any disputes with injured parties and indemnify them against justified claims, insofar as these are attributable to product defects in the delivered goods for which the Vendor is responsible and for which
RONDO or the Vendor is liable under product liability legislation. Claims shall only be deemed justified if they have either been recognized by RONDO or the Vendor or if they have been awarded to the injured party or parties in legally binding proceedings conducted by RONDO. The Vendor shall reimburse RONDO for all costs incurred as a result and compensate for any further damage. 

9.2 The seller shall bear all costs for recall actions which are attributable to the defectiveness or insecurity of goods supplied by him. 

10. Place of jurisdiction and applicable law

10.1 The legal relationship shall be governed by substantive Swiss law, whereby the applicability of the United Nations Convention on Contracts for the International Sale of Goods ("Vienna Sales Convention") is excluded. 

10.2 The place of jurisdiction for any disputes arising from or in connection with the supply relationship shall be Burgdorf/Switzerland.