General Terms and Conditions of Purchase

Jan 30, 2014

1. Definitions

SUPPLIER: a legal entity manufacturing Products for Toradex or selling products to Toradex.
TORADEX: Toradex AG, Altsagenstrasse 5, CH-6048 Horw, Switzerland.

2. In General

These General Terms and Conditions of Purchase are applicable to all TORADEX purchases. SUPPLIER agrees to these General Terms and Conditions of Purchase by accepting the purchasing order from Toradex.

Different or additional terms, in particular SUPPLIER 's General Terms and Conditions, are not applicable unless otherwise expressly agreed to by TORADEX in writing.

3. Orders

Only the orders sent out by TORADEX in writing (using paper, FAX, E-mail; no signature required) are to be considered valid. Orders, additions, changes or different terms that are transmitted or agreed to orally or by telephone, are only recognised by TORADEX when it has acknowledged them in writing.

The SUPPLIER is considered to have accepted the purchasing order with the terms and conditions contained therein if it doesn't provide TORADEX with any comments in writing within 5 working days after the order has been passed.

4. Transmission to Third Parties

The transmission of orders to third parties by the SUPPLIER is forbidden, unless expressly agreed to by TORADEX in writing.

When the transmission or orders took place with TORADEX' consent, the SUPPLIER is liable for the Third Party's conduct under the same conditions as it is for its own. If the transmission is done without TORADEX' consent, the SUPPLIER is also liable for accidents and Force Majeure.

5. Prices

The prices indicated by the SUPPLIER are considered to be fixed prices.

If TORADEX indicates prices in its order, these prices are considered to be the applicable prices, unless the Supplier contests them within 5 working days in writing.

6. Time of Delivery

The ordered item(s) must be delivered to TORADEX on the agreed date. If the deliveries fail to be made on time, TORADEX can set an additional delivery date or can withdraw from the agreement and place the order with another party.

If the SUPPLIER realises that it is partially or entirely impossible to execute a delivery as agreed, it will immediately inform TORADEX thereof, and shall supply the reasons and the foreseeable durations of the delay. The SUPPLIER shall bear any additional costs connected to the delay, such as express delivery, etc.

Partial or advance deliveries are only allowed with TORADEX' express consent in writing.

7. Over- and under-delivery

Deliveries in excess or short of the ordered quantity may only be made with TORADEX' express consent in writing.

If an excess amount has been delivered, TORADEX has the right to return the unordered excess amount at the SUPPLIER 's cost without warning.

8. Transports, Risk, Insurance and Packaging

The terms and conditions of the order are also applicable for the transport.

Unless otherwise agreed, the risk of loss or damage of the goods is transferred to TORADEX upon delivery.

The SUPPLIER is liable for the proper packaging, labelling and insurance of the ordered goods for transport. The SUPPLIER carries the costs thereby incurred in the absence of a written agreement stating otherwise.

9. Warranty and Liability

The SUPPLIER guarantees that the supplied goods are free of any defects which would impair their value or usefulness with regard to the purpose for which they are intended, and that the goods have the agreed properties, as well as fulfilling the ordered specifications and performance requirements. Furthermore, the SUPPLIER will obtain, at its own cost, the necessary Certificates of Origin or any other documentation necessary for the import or export of the goods, or for compliance with other legal obligations.

The SUPPLIER guarantees that it will repair any defects at its own cost or shall deliver a replacement and bear any costs thereby incurred. In urgent cases, or where the SUPPLIER is overdue, TORADEX may undertake repairs itself or have the goods replaced at the SUPPLIER 's expense after informing the SUPPLIER . The SUPPLIER is liable for any damages caused by the defective goods, unless it can prove that it or its subcontractors are not at fault. This liability towards third parties who have suffered damages is carried directly by the SUPPLIER. In case of repeated defective deliveries, TORADEX will charge the SUPPLIER a lump sum of CHF 250.- per delivery, notwithstanding any additional legal claims, which may be enforced at any time by TORADEX.

10. Latent Defects

SUPPLIER is responsible to assure the quality of its manufacturing process and the goods purchased from subcontractors to avoid the occurrence of latent defects.
If the failure rate of a certain production lot is higher than 3% within one year, TORADEX will return not only the defective products, but the whole potentially affected production lot. TORADEX can define if the failure rate is the actually measured rate, or a rate simulated through accelerated aging of the products.

SUPPLIER will do all necessary investigations to find the root source of the defects and specify all affected production lots.

11. Inspection of the Deliveries, Complaints regarding Defects

SUPPLIER produces and tests the goods in compliance with current technical standards, with regard to their stipulated properties and in accordance with its own production and testing procedures, as well as, where applicable, in compliance with any additional requirements set by TORADEX. The SUPPLIER must document the tests carried out on each product and must make this documentation available to TORADEX on request. 

TORADEX shall inspect the deliveries within a reasonable time period for defects that are immediately apparent and shall immediately report any defects to the SUPPLIER. TORADEX shall report any hidden defects as soon as they are discovered. TORADEX does not, however, recognise an absolute time limit for complaints regarding defects.
Payments that are made do not entail any waiver of claims.

12. Invoicing and Payment

Invoices are to be sent to TORADEX in duplicate with proof of origin in accordance with the applicable regulations.

Unless otherwise agreed, payment is due within 60 days of receipt of the invoice, or at the earliest, 60 days after delivery of the goods. TORADEX reserves the right to offset an invoice against claims of the SUPPLIER.

Assigned claims will not be recognised unless TORADEX expressly gives its consent.

13. Order of Key Components, Production and Test Material, Tools and Models

For key components TORADEX may designate a specific procurement source. The SUPPLIER is obliged to purchase these key components exclusively through the designated source and at the indicated price.

SUPPLIER shall use these key components only for the fulfilment of the corresponding order of TORADEX.

Test material, as well as tools and models that TORADEX puts at the SUPPLIER 's disposal, respectively that TORADEX pays for entirely or in part, may not be used in the production of goods ordered by a third party. The supplied and test material, as well as the tools and models shall remain the property of TORADEX and their return can be requested by TORADEX at any time.

Supplied material, as well as production and test material, tools and models are to be stored and maintained in an appropriate manner. Furthermore, they shall be adequately insured, unless otherwise agreed in writing.

Tools, data media, etc. may only be liquidated with TORADEX'S written approval.

The SUPPLIER shall therefore adequately insure TORADEX'S property against fire, theft and other damages.

14. Technical Documents and Secrecy

None of the information, drawings etc. that are provided to the SUPPLIER by TORADEX for the production of goods, may be used for other purposes. They may not be copied or made available to third parties. TORADEX may have a copyright. All documents as well as all copies thereof must be immediately returned to TORADEX at the latter's request. If an agreement is not concluded, the documents must be returned without TORADEX having to request them.

The SUPPLIER must consider the order as well as any work carried out in connection with it as business confidential information. SUPPLIER may furthermore not give out information concerning the order even if the name TORADEX is not mentioned.

15. Protection of Patents

SUPPLIER guarantees that the delivery or use of the offered, respectively delivered goods does not infringe any copyrights or other rights of third parties.

Any legal disputes which may arise as a result of a delivery or the use of offered or delivered goods regarding the alleged infringement of copyrights or of other third-party rights, shall be resolved, at TORADEX’ choice, either by TORADEX itself at the SUPPLIER 's expense, or by the SUPPLIER at its own expense.

16. Applicable Law and Jurisdiction

The contractual and commercial relationship between TORADEX and the SUPPLIER is exclusively subject to Swiss law. Swiss private international law and the Vienna Convention on Contracts for the International Sale of Goods are not applicable to this relationship.

The Courts in the Canton of Lucerne competent for TORADEX shall, to the extent allowed by the law, have exclusive jurisdiction to adjudicate any disputes.