General Terms and Conditions of Purchase

1. Validity, General Information
a. These General Terms and Conditions of Purchase ("Terms and Conditions of Purchase") apply to the Measurement Solutions line of business of ROTRONIC AG, CH-8303 Bassersdorf.
b. These Terms and Conditions of Purchase apply exclusively to purchasing agreements of ROTRONIC, irrespective of whether these are concluded on the basis of framework agreements, delivery call-offs or individual orders. Any terms and conditions of business of the supplier that deviate from, or supplement, these Terms and Conditions of Purchase shall only apply if ROTRONIC approves them in writing.

The following contractual documents shall apply in descending order of preference in the event of inconsistencies:

  • the supply agreement signed by both Parties, or the supplier order confirmation that has been accepted by ROTRONIC
  • the individual order placed by ROTRONIC,
  • the framework agreement concluded by the Parties
  • ROTRONIC's request for proposal,
  • these Terms and Conditions of Purchase
d. The written form shall be deemed to be fulfilled by all forms of transmission evidenced in the form of text, such as e-mail of fax.
2. Inquiries, Offers and Orders

Inquiries made by ROTRONIC are non-binding. The SUPPLIER shall prepare offers free of charge.

b. If the supplier fails to confirm ROTRONIC's order within a period of 20 working days, then ROTRONIC shall have the right to revoke the order without this giving rise to any claims on the part of the supplier.
c. The order confirmation shall make explicit reference to any amendments or supplements to orders. These amendments and supplements shall only be binding if ROTRONIC confirms them in writing.
3. Dates and Deadlines
a. Delivery dates shall refer to the date of arrival at the place of performance.
b. The supplier undertakes to inform ROTRONIC without delay if circumstances resulting in an inability to adhere to the agreed delivery period arise, or become known to it.
c. In cases in which the delivery date is exceeded, the supplier can only invoke the fact that necessary notices, documents or items to be furnished by ROTRONIC were not received if it issued a timely warning regarding the delivery of such notices, documents or items.
d. In the event of a delay in delivery or performance for which the supplier is at fault, the latter shall pay a contractual penalty corresponding to 0.3% of the price of the delayed delivery or service, but no more than 5% of the contract price, per working day of delay. Further-reaching statutory rights and claims due to default (in particular rescission and damages) shall remain reserved. The supplier shall be entitled to furnish evidence showing that ROTRONIC did not incur any damage, or incurred lesser damage, as a result of the delay. The contractual penalty shall be offset against any more considerable damage.
4. Delivery, Packaging, Traceability
a. In the absence of any agreements to the contrary, deliveries shall be made DDP to ROTRONIC's registered office in Bassersdorf (INCOTERMS 2010 or latest version). A delivery note shall be included in each delivery showing ROTRONIC's order number, the items delivered and delivery quantities and, where appropriate, other documents specified in the order or required by law.
b. Partial deliveries or deliveries that are more than two working days early may only be made with ROTRONIC's consent. If the supplier makes partial deliveries or provides partial services without ROTRONIC's consent, then the deliveries and services shall only be deemed to have been made/performed in accordance with the agreement once they have been made/performed in full.
c. In cases involving machinery or devices, technical documentation and an operating manual are to be supplied free of charge. In cases involving software, the delivery obligation shall only be deemed to have been met when the full (technical system and user) documentation has also been provided. The source code is also to be supplied for customized programs created for ROTRONIC.
d. For the purposes of the identification and allocation of the delivery items, the supplier must ensure their traceability. Where possible, ROTRONIC shall be consulted on the component labeling. The packaging units are to be adequately labeled.
5. Price, Invoices and Payments
a. The agreed prices are fixed prices. They include packaging costs, as well as all customs duties and other levies incurred up until the point at which they reach the place of performance. The valid VAT must be shown separately in the invoice.
b. Invoices shall only be processed if they include the order number, a description of the delivery items, the ROTRONIC component number(s) and, where appropriate, the other invoice information specified in the order.
c. Payments shall be made by ROTRONIC in net terms within 90 days of receiving the full delivery and the invoice.
d. Payments shall not be deemed tantamount to the acknowledgement of the delivery or services as being in accordance with the agreement. In the event of defective deliveries or services, ROTRONIC shall be entitled to withhold payment on a pro rata basis until the time of due and proper performance.
6. Obligation to Inspect the Goods and Lodge Complaints

ROTRONIC shall perform an incoming goods inspection to check for any visible deviations in terms of identity and quantity, as well as any visible damage, in particular damage caused during transportation, and shall conduct a visual check on 10% of the goods delivered. ROTRONIC shall lodge a complaint regarding any defects identified within one week of receiving the delivery.

b. Complaints regarding defects affecting deliveries and services that are not apparent shall be lodged within one week of their identification in the course of normal business operations.
c. At ROTRONIC's request, the supplier shall prepare an 8D report on each notification of defects, process this report and submit a statement to ROTRONIC.
7. Quality Requirements, Product Alterations
a. The supplier warrants that the delivery item features the agreed characteristics and attains the agreed performance, that it is new and is consistent with the latest technological standards, and that it does not have any defects that impair its value or suitability for its intended purpose. In addition, the delivery item must comply with the standards, laws, environmental and accident prevention provisions that apply on ROTRONIC's sales markets.
b. The SUPPLIER shall grant ROTRONIC access to the documentation on risk analyses and the supplier's safety concept on request.
c. The SUPPLIER shall maintain a quality management system in accordance with ISO 9001 and 14001. Quality-related records shall be retained for a period of 15 years after they are drawn up, and shall be presented to ROTRONIC on request.
d. If the supplier identifies any defects that could also affect components that have already been delivered, then it shall inform ROTRONIC's Procurement department without delay and inform the latter of the measures that have been taken.
e. Provided that it gives at least forty-eight hours' advance notice, ROTRONIC shall be entitled to access the supplier's manufacturing facilities during normal business hours and without causing any disruption to business operations in order to check technical documents, tools and records in connection with a delivery agreement, as well as the supplier's manufacturing process.
f. The supplier shall provide ROTRONIC with the necessary declarations of conformity or manufacturer's declarations on request and at its expense.
g. The supplier shall inform ROTRONIC in writing in a timely manner, but at least one month before their implementation, of any changes in the manufacturing process, product design, materials or purchased parts used. In such cases, ROTRONIC is entitled to amend outstanding orders or rescind the agreement if this is required in order to avert risks and damage.
8. Warranty and Liability

In the event of a warranty claim, ROTRONIC shall have the following rights, notwithstanding the statutory warranty and liability claims:

  • The Supplier shall identify and remove defective deliveries without delay at its expense. If defective delivery items have to be identified and removed at ROTRONIC as a matter of urgency for deadline-related reasons, then the supplier shall make a qualified member of staff available within 48 hours.
  • ROTRONIC shall be entitled to return any delivery items that were not delivered in accordance with the agreement at the expense and risk of the supplier so that they can be replaced or repaired, as ROTRONIC chooses, unless the supplier wishes to collect the items, which it shall do without delay. In the event of justified complaints, the supplier shall owe ROTRONIC lump-sum compensation corresponding to 5% of the price of the defective goods, but no more than CHF 500.00 per defective delivery. In addition, ROTRONIC reserves the right to furnish evidence showing that greater expenses were incurred - in particular in connection with the removal of the defective delivery items and the re-installation of the replacement or repaired delivery items. Within this context, the supplier reserves the right to furnish counter-evidence showing that lesser expenses were incurred.
  • In urgent cases in which it is not possible to inform the supplier of the imminent damage relating to the defect and to set the latter a deadline by which to take remedial action, ROTRONIC shall be entitled to rectify the defect, or arrange for the defect to be rectified, itself at the supplier's expense insofar as such substitute performance in the supplier's place cannot be deemed unreasonable.
  • If a serial defect means that an entire series of delivery items or ROTRONIC products has to be replaced, for example because an analysis of the defect on a case-by-case basis would not be cost-effective or would be impossible or unreasonable, then the supplier shall also reimburse the costs that relate to the part of the affected series that is not defective.
b. The supplier shall bear all costs incurred by ROTRONIC in connection with necessary recall or service campaigns, up to a maximum of CHF 1 million per recall case, insofar as the recall or service campaign launched by ROTRONIC was launched due to defects affecting the delivery items for which the supplier is responsible.
c. If third parties assert justified claims against ROTRONIC – irrespective of the legal grounds for such claims – on the basis of material defects or defects of title relating to the supplier's delivery or service, then the supplier shall be obliged to indemnify ROTRONIC against all liability upon first request.
d. The warranty period for material defects and defects of title shall be 36 months from the transfer of risk. The warranty period shall be suspended for the period between the time at which a justified defect notification is sent and (i) due and proper subsequent performance on the part of the supplier or (ii) the refusal of the supplier to provide subsequent performance. The warranty period for replaced or repaired delivery items shall be 12 months. It shall, however, end at the earliest when the 36-month warranty period for the originally delivered delivery item ends.
9. Insurance

The supplier shall maintain a liability insurance policy with a limit of indemnity of at least CHF 5 million for physical loss or damage and bodily injury per loss event and calendar year providing global coverage and including the risk associated with recall costs (with a limit of indemnity of at least CHF 1 million per recall) for a period of at least 5 years after the time of the last delivery to ROTRONIC. It shall furnish ROTRONIC with corresponding confirmation of cover on request. If ROTRONIC has further-reading claims to damages, these shall remain unaffected.

10. Assignment, Involvement of Third Parties
  Without the prior consent of ROTRONIC, the supplier may not transfer rights and obligations under a delivery or service agreement to third parties, either in full or in part, or arrange for subcontractors to perform key parts of such agreements.
11. Technical Documents, Tools and Other Items to be Provided by ROTRONIC
a. ROTRONIC holds all rights to technical documents, such as drawings, etc., tools and other materials used to manufacture the delivery items ordered that ROTRONIC has paid for or has made available to the supplier. These items are to be marked as ROTRONIC's property. The Supplier shall only be authorized to use or relocate such documents, tools or materials, or to render tools permanently inoperative, with ROTRONIC's consent. The supplier shall bear the costs associated with the maintenance and repair of the tools, or the costs associated with replacement tools.
b. The supplier may only use documents, materials or tools made available by ROTRONIC that ROTRONIC has paid for to manufacture the delivery items ordered by ROTRONIC. The same shall apply if the Supplier has manufactured the tools at its own expense, but based on plans or drawings supplied by ROTRONIC.
c. The supplier is obliged to handle the tools and materials with care, store them in a due and proper manner and insure them against theft, fire, water damage and other damage.
d. Without ROTRONIC's written consent, the technical documents, tools and materials may not be copied/replicated, made accessible to third parties or used for purposes other than the manufacture of the delivery items.
12. Third-Party Property Rights
a. The Supplier is liable for ensuring that all deliveries and/or services and their contractual use are free from third-party rights. This shall not apply if the infringement is attributable to technical specifications or other ROTRONIC requirements.
b. The Parties undertake to inform each other without delay of any risks of infringement and alleged cases of infringement of which they become aware.
c. The supplier shall support ROTRONIC in defending against such claims. This shall include making any documents that ROTRONIC requires for the defense available.
If ROTRONIC assumes responsibility for defending against the claims itself, then the supplier's indemnification obligation shall include the assumption of an appropriate share of the costs and fees charged by ROTRONIC's legal representative. If ROTRONIC does not select its own legal representative, then the supplier shall be obliged to defend against the claims at its own expense.
d. In the event of an actual infringement of third-party property rights, the supplier shall either alter the delivery items so that they no longer breach any third-party rights, or shall take out a license for the further manufacture of the delivery items with the holder of the property rights.
13. Right to Work Results
  The supplier shall transfer all inventions or other work results generated in connection with the performance of a contractual obligation vis-à-vis ROTRONIC to ROTRONIC at the latter's request, regard-less of their eligibility for protection. If required by law, the supplier shall assert its rights to inventions vis-à-vis its employees in an effective and timely manner.
14. Spare Parts
a. The supplier is obliged to supply ROTRONIC with spare parts based on competitive conditions for a period of at least eight (8) years following the last delivery of the delivery item.
b. If the supplier intends to stop producing spare parts for the delivery items delivered to ROTRONIC, then it shall inform ROTRONIC without delay after making the decision to stop producing them. ROTRONIC must be notified at least 3 months before such production is stopped. In such cases, ROTRONIC shall be entitled to place a final order for the delivery of spare parts based on standard market terms and conditions within one month of receiving such notification.
15. Confidentiality
  The supplier shall treat all commercial and technical data and documents that are not public knowledge and of which it became aware in connection with the business relationship with ROTRONIC as confidential. The information in question may only be used for the contractually agreed purposes and may only be passed on to third parties with ROTRONIC's consent. The supplier undertakes to store all information received from ROTRONIC in a location that is protected against third-party access. The abovementioned obligations shall continue to apply for a period of at least 5 years after the last delivery to ROTRONIC.
16. Protection of Personal Data
  ROTRONIC shall save, process and use the personal data required for the business relationship with the supplier in accordance with the provisions set out in the Swiss Federal Data Protection Act, irrespective of whether this data originates from the supplier itself or from third parties. Data transmission to third parties, including third parties abroad, shall be limited to the data required to process the order. The supplier declares that it consents to the above.
17. Using the Business Relationship with ROTRONIC for Advertising Purposes
  The inclusion of ROTRONIC in a reference list, references to the business relationship or the use of a ROTRONIC order for advertising purposes shall require the prior written consent of ROTRONIC.
18. Partial Invalidity
  If individual clauses of these Terms and Conditions of Purchase are or become ineffective, either in full or in part, this shall not affect the effectiveness of the other clauses.
19. Applicable Law, Place of Jurisdiction
a. Swiss law shall apply to all deliveries to ROTRONIC, excluding the UN Convention on the International Sale of Goods (CISG).
b. The sole place of jurisdiction for disputes arising under or in connection with the Agreement shall be the Commercial Court (Handelsgericht) of Zurich. ROTRONIC is also, however, entitled to take action before any other competent court.

August 1, 2017