Terms and Conditions of Sale (GTCS)

Valid from 1.1.2023 (replaces all previous versions of the Sales-Related Terms and Conditions) for vonRoll infratec (holding) AG and its subsidiaries, collectively and individually referred to as "VRIH", unless specific TCV (also referred to as "country-specific TCV") are in force (from 1.1.2023 for Germany).

1. General

1.1. Unless otherwise agreed in writing, these GTCS form the contractual basis for all deliveries and services provided by VRIH to its customers (delivery of goods and works, provision of services), hereinafter all together also referred to as 'services'.

1.2. Deviating terms and conditions of the customer shall not be recognized and shall not form part of the contract unless VRIH has expressly agreed to their validity in writing. By accepting or paying for a service provided by VRIH, the customer declares its agreement with these GTCS.

1.3. These GTCS shall also apply if the customer does not confirm them or confirms them in a different form and VRIH provides services to the customer in full knowledge thereof.

1.4. Unless explicitly stipulated otherwise, the written form requirement also applies to communication by fax or e-mail.

1.5. The current and binding version of these T&Cs is available at www.vonroll-infratec.world, www.vonroll-casting. world, www.vonroll-hydro.world, www.vrproduction.world and www.vrbikes.world. A written copy can be obtained at any time from vonRoll infratec (services) ag, Bahnhofstrasse 23, CH-6300 Zug.

1.6 These GTC are originally written in German. If translations deviate from this, the original German version shall apply.


2 Conclusion of contract / scope of deliveries and services

2.1. The order of a service by the customer shall be deemed a binding contractual offer. Unless otherwise stated in the order, VRIH shall be entitled to accept this contractual offer within 2 weeks of its receipt by VRIH.

2.2. Acceptance can be declared either in text form (e.g. by order confirmation) or by delivery of the goods to the customer.

2.3. The services to be rendered or rendered by VRIH are exhaustively listed in the service confirmations (also referred to as 'order or offer confirmations' or similar) with any enclosures. VRIH is authorized to make changes that lead to improvements, provided that these do not result in a price increase.</p

2.4 VRIH reserves the right to make changes to the product range and products at any time. This shall also apply if VRIH has provided the customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form. Information on the weight, color and dimensions of products is non-binding.</p

2.5. Any confirmation of performance by VRIH which is not objected to in writing by the customer within 2 working days shall be deemed to have been accepted.

2.6. The International Commercial Terms shall be interpreted in accordance with Incoterms 2020.


3. Prices and price adjustments

3.1 Unless otherwise agreed in writing, all prices are net ex works (EXW), exclusive of VAT/sales tax, without packaging and deductions. All additional costs, e.g. for taxes, freight, insurance, export, transit, import and other permits and certifications, shall be borne by the customer.

3.2. If the date of performance is later than three months after conclusion of the contract, VRIH shall be entitled to adjust the price of the goods or services by those cost factors that are beyond VRIH's control (e.g. increase in material, energy or other manufacturing costs, price changes by suppliers, exchange rate fluctuations, etc.). This price adjustment is also referred to as 'MEATZ'


3.3. The MEATZ also applies without further ado to individual purchases under framework agreements concluded for more than 3 months.


4. terms of payment / default

4.1. Payments shall be made by the customer in accordance with the agreed terms of payment at VRIH's domicile strictly net without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like.

4.2 Unless otherwise agreed, the invoice amount shall be due for payment 14 days after invoicing. However, VRIH is entitled at any time, also in the context of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. VRIH shall declare a corresponding reservation with the order confirmation at the latest.</p

4.3 If payment is not made on time, the customer shall be in default without further ado.

4.4.Unless otherwise agreed in writing, payments for export deliveries shall be made in the form of advance payments, irrevocable bank guarantees or irrevocable and confirmed letters of credit.


5. reservation of title

5.1 VRIH shall remain the owner of all Deliverables until VRIH has received payment in full in accordance with the Contract. VRIH shall be entitled to have the retention of title entered in the relevant public registers at the customer's expense. The customer shall maintain the delivered items at its own expense for the duration of the retention of title and insure them adequately against theft, fire, water and other risks for the benefit of VRIH.</p

5.2. The customer irrevocably authorizes VRIH to make all declarations and perform all legal acts on its behalf that are necessary for the valid registration of a retention of title under the applicable legal system.


6. packaging

6.1.Unless otherwise agreed, the packaging material shall be invoiced to the customer and shall become the customer's property after payment has been made.

6.2 The containers, frames, pallets and other materials owned by VRIH must be returned by the Customer in good condition carriage paid and no later than 30 days after receipt; otherwise they will be invoiced by VRIH.

6.3.If the packaging material used by VRIH is the property of the customer, it shall be delivered in good condition to a place specified by VRIH no later than a date previously agreed with VRIH.


7. delivery period and delivery dates

7.1 The delivery period shall be agreed individually or specified by VRIH with the confirmation of performance. It shall commence as soon as the contract has been concluded, all official formalities such as import, export, transit and payment permits have been obtained, the payments to be made at the time of ordering and any securities have been provided and the essential technical points have been clarified.

7.2 Unless otherwise agreed, VRIH shall perform EXW, which shall also be the place of performance for the service and any rectification of defects. The delivery deadline shall be deemed to have been met if the customer has been notified of readiness for shipment by the time it expires.</p

7.3 If the customer is in default of acceptance, fails to cooperate or if the provision of the service is delayed for other reasons for which the customer is responsible, VRIH shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

7.4. VRIH shall be permitted to provide partial services, provided they are not unreasonable for the customer.

7.5.In the event of force majeure affecting VRIH itself or its suppliers, VRIH's performance obligations shall be suspended for the duration of the disruption. The same shall apply in the event of energy or raw material shortages, labor disputes, pandemics, epidemics, official decrees or traffic or operational disruptions.</p

7.6. If a material change in the circumstances existing at the time of conclusion of the contract occurs, as a result of which VRIH cannot reasonably be expected to adhere to the contract, VRIH shall be entitled to withdraw from the contract.

7.7. The fulfillment of the contract is subject to the proviso that VRIH does not violate any provisions of national and international foreign trade law or sanctions or embargoes.

7.8. If an agreed performance date is exceeded for reasons for which VRIH is responsible, the customer shall grant VRIH a reasonable grace period for performance in writing. This grace period shall be at least 4 weeks. If performance does not take place after expiry of the grace period and the customer therefore wishes to withdraw from the contract or claim damages instead of performance, he shall be obliged to expressly notify VRIH of this in writing in advance, setting a reasonable further grace period of at least 4 weeks and requesting performance.

7.9. At VRIH's request, the customer shall be obliged to declare within a reasonable period of time whether it will rescind the contract due to the delay in performance and/or claim damages in lieu of performance or insist on performance.

7.10. The rights of the customer pursuant to clause 12 of these GTCS and the statutory rights of VRIH, in particular in the event of exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or rectification of defects) shall remain unaffected.


8. Examination and acceptance of the service

8.1 VRIH shall inspect the services, as far as usual, before dispatch. If the Customer requests further inspections, these shall be agreed separately and paid for by the Customer.

8.2 The customer shall inspect the Services immediately upon receipt and notify VRIH in writing of any defects immediately, but no later than 8 days after receipt. If he fails to do so, the Services shall be deemed approved.</p

8.3 The performance of an acceptance test with specific criteria of a special written agreement.


9. Inspection and acceptance during the production of a work

9.1. The customer shall bear full responsibility for the design of the work. The customer therefore decides solely on the specifications that determine the specification of the works to be produced


9.2 If the customer wishes a formal acceptance, the modalities shall be specified in writing at the latest at the time of the confirmation of performance. After completion of the work, VRIH shall be entitled to demand acceptance of the service. Acceptance may only be refused due to significant defects until they have been remedied. If no acceptance is requested, the service shall be deemed to have been approved 15 working days after written notification of its completion. If no acceptance is requested and the customer has started to use the service or a part thereof, the service shall be deemed approved 5 working days after the start of use.</p

9.3. If the customer accepts VRIH's suggestions for improving the specifications or changes to the work, this shall not constitute a transfer of liability to VRIH.

9.4. Unless otherwise agreed, VRIH shall only carry out a simple visual and random inspection of the Works.

9.5. Any samples shall be approved by the customer. This approval shall constitute release for series production.</p


10. Warranty

10.1 Unless otherwise agreed in writing, the warranty period shall be 24 months. It shall commence with the dispatch of the service ex works or the provision of the service, but at the latest on the date of any default of acceptance.

10.2. When providing services (e.g. leak detection, sensor monitoring, data transmission and evaluation, etc.), VRIH is obliged to provide the services with due care. VRIH neither owes a certain success nor does VRIH assume any guarantee with regard to the achievement of success.</p

10.3 In the case of delivery of goods manufactured by VRIH, in the event of material defects, faulty design or poor workmanship, these shall, at VRIH's discretion, be repaired, replaced or the corresponding net value of the goods shall be reimbursed, provided that the defect occurred during the warranty period, was reported in good time and is recognized by VRIH. In the event of a replacement delivery, the customer shall return the defective item to VRIH.

10.4. In the event of delivery of third-party products, VRIH's warranty shall be limited to the scope of the third-party supplier's warranty to VRIH.

10.5. In the event of improper handling or assembly (e.g. non-compliance with installation instructions, improper storage, etc.) and improper use (e.g. use for a purpose other than the intended, agreed or specified purpose, lack of care, etc.) of a service provided by VRIH, any warranty claim of the customer shall lapse.

10.6. If there is a defect for which VRIH is responsible, VRIH shall bear the expenses necessary for the purpose of testing and remedying the defect. If the expenses increase due to the fact that the object of performance has been moved to a place other than the original place of delivery, the customer shall bear the associated costs.

10.7. If there is no defect for which VRIH is responsible, VRIH may claim the costs resulting from the rectification of the defect (in particular testing and transportation costs) from the customer.

10.8. If the defect cannot be remedied, the customer may reduce the remuneration or withdraw from the contract. However, withdrawal shall only be permissible if the customer expressly threatens VRIH with this in writing beforehand, setting a reasonable further grace period of at least 4 weeks. There shall be no right of withdrawal in the event of a minor defect.</p

10.9. Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with clause 11, even in the case of defects, and are otherwise excluded.


11. Liability

11.1. VRIH shall only be liable for direct damage caused intentionally or through gross negligence by persons acting and authorized to act on behalf of VRIH (hereinafter referred to as 'persons').

11.2. Liability for vicarious agents and auxiliary persons and liability for slight negligence is excluded in full.

11.3. Should liability be affirmed for cases of Clause 11.2 above, liability shall be limited to the amount of the last annual turnover achieved with the customer or, if less, the customer's business premises concerned.

11.4. In no event shall VRIH be liable for indirect and/or consequential damages such as loss of profit, loss of production, loss of use, loss of orders, loss of data, claims of third parties, any other damages not caused to the subject matter of the service itself, etc.


12. intellectual property / IP rights / no legal relationship similar to a partnership

12.1. The customer acknowledges VRIH's unrestricted ownership of drawings, models, samples and tools as well as designs, software, algorithms, know-how and all other protected rights associated with the services purchased from VRIH. These rights shall remain fully with VRIH. In particular, no license right is granted without an explicit separate written agreement.</p

12.2. The conclusion of a service contract with the customer does not create a company or a legal relationship similar to a company.


13. Data protection

13.1. Both parties shall comply with the rules of data protection, in particular if they are granted access to the operation or hardware and software of the other party. The parties do not intend to process or use personal data on behalf of the other party. Rather, a transfer of personal data only occurs in exceptional cases as a secondary consequence of the contractual services of the parties. The personal data shall be treated by the parties in accordance with the applicable data protection regulations.</p


14. further provisions / place of jurisdiction / applicable law

14.1 Amendments or additions to these GTC are only valid if they are made in writing.

14.2. Should provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.

14.3. These GTCS and all contracts concluded and declarations made by VRIH shall be governed by Swiss law without its conflict of law provisions and without the provisions of the Vienna UN Convention of 11.4.1980, unless country-specific GTCS provide otherwise.

14.4. The place of jurisdiction for all disputes in connection with these GTCS, contracts and declarations of VRIH and deliveries to VRIH shall be the registered office of the VRIH company affected by the relevant dispute or, in the case of non-Swiss VRIH companies, the registered office of vonRoll infratec (holding) ag, unless country-specific GTCS provide otherwise.

14.5. VRIH shall be entitled to take legal action against the customer at the customer's registered office or at the place of performance.