1. General Terms and Conditions
a. Only orders placed in writing using the RESL Sagl order forms and these Terms and Conditions of Purchase are binding. The interpretation of international sales clauses shall be based on Incoterms 2000. The supplier’s delivery terms shall be valid only if confirmed in writing by RESL.
b. The order may be entrusted to third parties, in whole or in part, only with the prior written consent of RESL.
c. If the supplier fails to comply with the obligations set forth in the preceding paragraph, RESL may require the supplier to complete the work or services in full or, in the event of failure to do so, terminate this contract.
d. The supplier acts as a contractor and, as such, bears all expenses incurred in carrying out the work or services entrusted to it, including, in particular, the hiring of labor and the payment of wages and related charges.
2. Performance of Work / Services
a. It is the supplier’s responsibility to perform all work entrusted to it, including protecting the work in a workmanlike manner, in compliance with all applicable laws, regulations, and contractual requirements.
b. The supplier is required to immediately inspect all delivered goods and materials and verify that they comply with specifications, are free of defects, and have not sustained any damage during transport. If this is not the case, the supplier is required to notify RESL and, if requested, return the goods to RESL at RESL’s expense. Failure to continue the work will not result in any penalties for the supplier.
c. The supplier agrees to use equipment that is in perfect condition, complies with applicable regulations, is maintained in accordance with best practices, and is suitable for the intended technical use.
d. However, if both parties determine that the nature of the work requires the use of tools belonging to RESL, the supplier may use the equipment made available to it upon signing a loan agreement for use. The supplier is required to verify, prior to use, that such equipment is in good working order and suitable for the intended purpose. Any use by the supplier shall constitute a certification of conformity.
e. RESL cannot under any circumstances be held liable for any accidents or incidents resulting from the supplier’s misuse of its equipment and other tools, systems, and products. It is therefore the supplier’s responsibility to verify with RESL that said tools, equipment, systems, and products are in good working condition.
f. In order to complete the work, the supplier must specifically:
• provide RESL with all the items covered by the order in a timely manner; • make any professional observations it deems appropriate regarding the studies that will be communicated to it;
• Report any difficulties you encounter;
• submit complaints regarding coordination in a timely manner and immediately notify the RESL of any comments or complaints brought directly to its attention;
• undergo all audits related to the fulfillment of its obligations;
3. Delivery and Shipping
- a. If multiple delivery addresses have been agreed upon, the supplier shall issue separate shipping invoices in RESL’s name for each shipment. Partial or early deliveries are not permitted without RESL’s prior written consent.
- b. The risk of damage to or loss of the goods shall pass to RESL upon its acceptance of the goods at the destination. If RESL does not receive the specified accompanying documents, it shall have the right to store the goods at the supplier’s expense and risk until such documents are received.
- c. The supplier is required to comply with applicable international product safety regulations, including the issuance of the relevant declaration of conformity and related documentation. All tools and equipment must comply with generally recognized international technical standards, as well as with provisions regarding occupational health and safety and accident prevention. Furthermore, the goods must be equipped with the necessary protective devices designed to prevent accidents and occupational diseases.
- d. Packaging costs are included in the sale price and must be estimated separately. RESL reserves the right to return the packaging materials to the supplier, and the supplier, upon RESL’s request, will credit the cost of the returned packaging materials. RESL will arrange for insurance against the risks of transporting the goods.
4. Price and Payment Terms
- a. RESL reserves the right to defer payment until the necessary documentation is received. In the event of a late delivery, any applicable penalty will be deducted from the invoice amount.
- b. Any additional work or services, or work or services that are no longer provided, as well as modification work, shall be evaluated and compensated in accordance with the base prices and terms of the order.
- c. RESL will deduct the cost of all work or services not performed from the lump-sum price or the amount billed to the supplier.
- d. In any case, the final installment, equal to at least 5% of the contract amount, may be paid only after the work has been accepted upon final inspection.
- e. The payment terms are specified in the specific RESL order.
- f. The delivery date for the materials is considered non-extendable (unless otherwise agreed in writing outside the scope of the order). In the event that the Supplier fails to meet the delivery deadline, RESL reserves the right to postpone payment of the corresponding invoice by a number of days equal to the delay in delivery.
5. Penalties
- a. All subcontracted work or services must be performed within the contractual deadlines specified in the order.
- b. The terms of the contract are to be calculated from the date the order is issued.
- c. The terms may be extended only by means of a written agreement, with justification provided by RESL.
- d. The supplier has 4 days to notify RESL of events that could result in an extension beyond the deadline (the 4 days are calculated from the occurrence of such events).
- e. The supplier is required to compensate for all damages resulting from a delay in the performance of the services, even if the delay was made up upon completion of the work.
- f. For each week or part thereof that delivery is delayed, RESL reserves the right to apply the following penalties to the total price of each item.
1 to 2 weeks: 2%
3 to 4 weeks: 4%
From the 5th week onward: 6% (max)
6. Liability for Damaged Products
The supplier agrees to fully indemnify RESL in the event of a claim for compensation by a third party and to compensate RESL for any damages or losses suffered by RESL in connection with liability claims arising from damage to the products supplied. RESL undertakes to immediately notify the supplier should it become aware of such claims. RESL reserves the right to assert its own claims against the supplier regardless of the time limits provided for by applicable law regarding product liability.
7. Warranty
- a. The supplier shall be responsible for ensuring that the goods conform to the agreed specifications and are fit for their intended purpose.
- b. RESL will inspect the goods received as soon as possible, without, however, setting a specific time limit. The warranty period is 24 months from the date RESL receives the goods. Should RESL discover any defects, it has the right to enforce the warranty at any time within the warranty period. In the event of a breach of the warranty terms, RESL reserves the right to refuse any replacements.
- c. The supplier is liable for any bodily injury, property damage, or non-pecuniary damages caused to third parties or to the property of third parties during the performance of the work or services. The supplier agrees to indemnify RESL against any claims or actions brought against it for this reason and for as long as liability may be attributed to RESL. In any case, liability for non-conforming RESL materials is excluded.
- d. The contractor is solely responsible for the work or services performed and for all materials and equipment entrusted to him by RESL from the start date of the work until its final acceptance. Consequently, he is responsible for any replacements and repairs, regardless of any insurance coverage.
- e. The supplier agrees to provide insurance certificates as soon as RESL requests them.
- f. The fact that damage is not covered by an insurance policy does not relieve the supplier of any liability.
8. Force Majeure
- a. The term “force majeure” refers to any event that meets the criteria established by case law: an event that is irresistible, unforeseeable, and beyond the control of the party invoking it.
- b. If either party is unable to perform its obligations—in whole or in part—due to force majeure, the parties agree that the performance of such obligations shall be suspended for as long as the force majeure conditions persist.
- c. The party notifying the other party of the impossibility of performance must: • inform the other party by any means—as soon as the force majeure event occurs—of the nature, starting point, and estimated duration of the event, as well as the scope of the work affected by such event. • take all necessary measures as soon as possible to remedy the situation and, in any case, to minimize its effects.
- d. If the delay caused by force majeure exceeds 15 consecutive days, the parties shall meet to discuss, by mutual agreement, how to proceed with the performance of the contract or, if necessary, the termination of the contractual relationship. Neither party may claim compensation for the delay caused by the continuation of the force majeure event.
9. Copyright
- a. RESL retains all copyrights to all documents, such as drawings, diagrams, or calculations, etc., provided to the supplier. The supplier shall use such documents and any other information solely for the purpose of fulfilling RESL’s order. Without RESL’s prior written consent, the supplier is not authorized to manufacture goods based on such documents or information for third parties, nor may the supplier copy or reproduce such documents or information in any way, nor transmit or disclose them to third parties other than those directly engaged by the supplier to fulfill the order.
- b. In the event that this contract is terminated in favor of RESL, the supplier hereby agrees to grant immediate access to the specific processes—whether patented or not—of which it is the owner and which are necessary for the performance of the work or services.
- c. The supplier shall indemnify RESL against any claims in the event that it uses a process patented by a third party. The supplier shall be responsible for any indemnification payable to the patent holder, in such a way as to avoid delays or interruptions in work and to protect RESL from any liability.
10. Safety and Environmental Protection
With regard to the portion of the work under its responsibility, the supplier is responsible for ensuring compliance with all legal and regulatory requirements regarding workplace safety for all individuals and environmental protection. In this regard, the supplier agrees to:
- comply with the workplace safety regulations set forth in current legislation;
- provide its staff with the materials and equipment necessary to comply with these rules;
- design and implement the measures necessary to fulfill this obligation;
11. Data Protection
RESL reserves the right to process the supplier’s personal data during the fulfillment of this order. In particular, the supplier grants RESL permission to disclose such data to third parties both in Switzerland and abroad for the purpose of conducting its business activities. The supplier shall take the necessary measures to ensure data protection.
12. Confidentiality Agreement
The parties agree not to disclose to third parties any content of this Agreement or any information relating to the transaction in question, except to regulatory authorities and only to the extent necessary.
13. Additional Provisions
- a. The supplier shall refrain from issuing any publication related to this order in which RESL is mentioned. Such publications may not be printed without RESL’s prior written consent.
- b. The goods supplied under this order must comply with applicable laws and regulations regarding environmental protection. The supplier agrees to indemnify RESL against any and all claims by third parties, including public authorities, arising from the supplier’s violation of such laws and regulations.
14. Place of Performance, Jurisdiction, and Applicable Law
- a. The place of performance shall be the destination of the goods as specified in the order, and the place of performance for payment shall be RESL’s registered office.
- b. The competent court for any dispute that may arise in connection with this order shall be the court of the place where RESL is domiciled. However, RESL may also bring an action before the courts of the place where the supplier is domiciled.
- c. This contract is governed by Swiss substantive law. The “United Nations Convention on Contracts for the International Sale of Goods” of April 11, 1980, does not apply to this contract.
