1. General conditions
a. Only orders placed in writing using RESL Sagl order forms and these Conditions of Purchase are binding. Interpretation of international sale and purchase clauses will be based on Incoterms 2000. Supplier’s delivery terms will be valid only if confirmed in writing by RESL.
b. Any entrusting of the execution of the order, either in whole or in part, to third parties may be done only with the prior written consent of RESL.
c. where the supplier violates the obligations imposed under the preceding paragraph, the RESL may require full performance of the work or services by the supplier or, in case of non-performance, proceed to terminate this contract.
d. The supplier shall act as a contractor and thereby assume all expenses incurred by him in carrying out the work or services entrusted to him, and especially the recruitment of labor and the payment of wages and relevant charges.
2. Execution of work/performance
a. It is the responsibility of the supplier to carry out all the works entrusted to him, including the protection of the works in a workmanlike manner and this in compliance with legal and regulatory provisions and all necessary contractual requirements.
b. It is the supplier’s obligation to immediately inspect all delivered goods and materials and check for conformity, that they are free from any defects and have not suffered any damage during transportation. Otherwise, it is required to inform RESL and if requested return them to RESL at RESL’s expense. Failure to continue the work will not result in penalties of any kind for the supplier.
c. The supplier agrees to make use of equipment in perfect condition, Compliant with applicable regulations, workmanlike and suitable for the technical use for which it is intended.
d. Where, however, both parties realize that the nature of the work requires the use of tools belonging to the RESL, the supplier may use the equipment made available to him as a result of signing a loan-for-use agreement. The supplier is required to ascertain, before use, the good working order of such equipment and its suitability. Any use by the supplier will have value as an attestation of compliance.
e. RESL can in no way be held responsible for any accidents or injuries resulting from the supplier’s misuse of its equipment and other tools, facilities and products. It is then up to the supplier to ascertain at RESL the good condition of use of said tools, equipment, facilities and products.
f. Required to complete the execution of the work, the supplier shall specifically:
– provide RESL in a timely manner with all parts covered by the order; – make any professional remarks it deems appropriate in connection with the studies to be communicated to it;
– Report any difficulties encountered;
– Have coordination-related complaints received in a timely manner and immediately notify the RESL of any observations or complaints of which it is directly made aware;
– Submit to all controls related to the performance of its obligations;
3. Delivery and transportation
- a. If multiple destinations have been agreed upon, the supplier will issue separate shipping bills on behalf of RESL for each shipment. Partial or early deliveries will not be possible without RESL’s prior written consent.
- b. The risk related to damage and loss of the goods will be subject to RESL’s acceptance of the goods at the place of destination. In the event that it does not receive the specified accompanying documents, RESL 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 current international product safety legislation, including the issuance of the relevant declaration of conformity and related documentation. All tools and equipment shall conform to generally recognized international technical standards as well as comply with worker health and safety and accident prevention regulations. In addition, the goods should be equipped with the necessary protective equipment provided in order to prevent the occurrence of occupational accidents and diseases.
- d. Packaging costs are included in the selling price and must be estimated separately. RESL reserves the right to return the packaging material to the supplier, and the supplier will, at RESL’s request, credit the cost of the returned packaging material. RESL will arrange 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 case of late delivery, any penalty will be taken from the invoice amount.
- b. All additional or no longer provided work or services as well as alteration work shall be evaluated and paid according to the basic prices and conditions of the order.
- c. RESL will deduct from the lump sum price or billed to the supplier the price of all work or services not performed.
- d. In any case, the last down payment, amounting to at least 5% of the contract amount may be paid only after the acceptance testing of the work.
- e. Payment arrangements are defined in the specific order of RESL.
- f. The date of delivery of the material is to be considered as definite ( unless other arrangements in writing agreed upon outside the order ). In case of non-compliance with the delivery deadline by the Supplier, RESL reserves the right to postpone the payment of the relevant invoice by the same number of days ( of delivery delay ).
5. Penalties
- a. The entirety of the work or subcontracted services must be performed within the contractual terms set forth in the order.
- b. Contract terms should be calculated from the date of order issuance.
- c. The terms may be extended only by written and reasoned agreement of RESL.
- d. The provider has a 4-day deadline to report to RESL events that are likely to result in an extension beyond the deadline (the 4 days should be calculated from the occurrence of such events).
- e. The supplier shall be liable for all damages resulting from a delay in performance, even if the delay is made up upon completion of the work.
- f.
For each initiated week of late delivery, RESL reserves the right to charge the following penalties per inclusive price of each position.
1 to 2 weeks : 2%
3 to 4 weeks : 4%
From week 5 : 6% (max)
6. Liability for damaged products
The supplier agrees to fully indemnify RESL in the event of a claim by a third party and to indemnify RESL for any damage or loss suffered by RESL, with respect to liability claims in the event of damage to the products supplied. RESL agrees to notify the supplier immediately if it becomes aware of such claims. RESL reserves the right to assert claims against the supplier regardless of the time limits under current product liability legislation.
7. Warranty
- a. The supplier will be responsible for the conformity of the goods with the agreed specifications as well as the suitability of the goods for their intended purpose.
- b. RESL will examine the goods received as soon as possible, but will not set a specific time limit. The warranty period is 24 months from receipt of goods by RESL. RESL, should it discover any defects, has the right to enforce the warranty at any time within the warranty period. In case of breach of warranty conditions, RESL reserves the right to refuse any replacements.
- c. The supplier shall be liable for bodily harm, tangible or intangible damage caused to third parties or third parties’ property in the course of performance of the work or services. It agrees to protect RESL against any claims and actions brought against it for this reason and for as long as liability can be attributed to RESL. In any case, liability for non-conforming RESL materials is excluded.
- d. The supplier shall be solely responsible for the work or services performed and for all materials and equipment entrusted to him by RESL from the date of commencement of the work until their final acceptance. Accordingly, he is responsible for any replacements and repairs regardless of any insurance.
- e. The provider agrees to provide certificates of insurance as soon as RESL requests it.
- f. Failure to cover a loss through an insurance policy does not relieve the provider of any liability.
8. Force majeure
- a. The term “force majeure” designates any event that meets the criteria set by case law: an irresistible, unforeseeable character external to the will of the party invoking it.
- b. Should either party be prevented from performing their respective obligations – in whole or in part – due to force majeure, it is agreed that performance for the aforementioned peers to the assignment shall be suspended and this for as long as the force majeure condition continues.
- c. The party communicating impossibility of performance shall : – inform by any price the other party-as soon as the force majeure condition occurs-of the nature, starting point and estimated duration of the event, as well as the extent of the work affected by the event. – take as soon as possible all appropriate measures aimed at remedying this situation and, in any way, limiting its effects.
- d. Where the delay caused by force majeure exceeds 15 consecutive days, the parties will meet to consider the mutual agreement on the means of continuation for the execution of the contract or, if ‘necessary , the termination of contractual relations. Neither party may claim compensation for the delay due to the survival of force majeure
9. Copyrights
- a. Copyright for all documents, such as drawings, diagrams or calculations, etc., provided to the supplier shall remain the property of RESL. The supplier shall use such documents and any other information solely for the purpose of being able to execute RESL’s order. Without RESL’s prior written consent, the supplier shall not be allowed to produce goods on the basis of such documents or information for third parties, nor shall the supplier copy or reproduce such documents or information in any way, or transmit or disclose them to third parties other than the third parties directly entrusted by the supplier with the execution of the order.
- b. In the event that this contract is terminated for the benefit of RESL, the supplier agrees as of now to allow the immediate use of the particular processes, whether patented or not, which it owns and which are necessary for the performance of the work or services.
- c. The supplier shall protect RESL against any recourse in the event that he makes use of a process patented by a third party. He shall bear any indemnity in favor of the patentee so as not to impose delays or interruptions and work and to protect RESL against any liability.
10. Safety and environmental protection
With regard to the part of the work under its responsibility, the supplier is responsible for the application of legal and regulatory measures of safety in the workplace for all people and protection of the environment. The supplier undertakes in this capacity to:
- Comply with workplace safety regulations defined to current legislation;
- Provide its staff with the materials and equipment needed to comply with these rules;
- Devise and implement the means by which this obligation can be fulfilled;
11. Data Protection.
RESL reserves the right to process the supplier’s personal data in the course of executing 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 provider will take the necessary measures to ensure data protection.
12. Secrecy agreement
The parties agree not to disclose any contents of this Agreement or any information related to this transaction to third parties except to regulators and to the extent necessary.
13. Additional clauses
- a. The supplier will refrain from issuing any publication related to this order in which RESL is mentioned. Such publications may not be printed without the prior written consent of RESL.
- b. Goods supplied under this order shall be in compliance with applicable environmental protection laws and regulations. The supplier agrees to release RESL from 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, place of jurisdiction and applicable law
- a. The place of performance shall be the place of destination of the goods as specified in the order, and the place of execution of payment shall be RESL’s domicile.
- b. The court of jurisdiction for any dispute arising in connection with this order shall be the court of the place of domicile of RESL. However, RESL, may also apply to the courts of the supplier’s place of domicile.
- c. This contract is governed by Swiss substantive law. The “United Nations Convention on Contracts for the International Sale of Goods,” April 11, 1980, does not apply to this contract.
