General Terms and Conditions of Purchase (GTCP)

valid as of 1.9.2020 (replaces all previous GPC) for vonRoll infratec (holding) ag and its Swiss subsidiaries, hereinafter all jointly and severally referred to as 'vRih'.

1. general

1.1. These GPC shall form the contractual basis for all business relations between vRih and its suppliers of goods and/or services, unless otherwise agreed in writing.
1.2 Any deviating terms and conditions of the supplier shall not be recognized and shall not form part of the contract. By accepting an order and/or delivery of goods, the supplier declares his agreement with the present GPC.
These GPC shall also apply if the Supplier confirms the order and/or the delivery deviating therefrom.
1.4. Unless otherwise explicitly stipulated, the written form requirement shall also apply to communication by fax or e-mail.
1.5. The current and binding version of these AEB is published at, www.vonroll-casting, www.vonroll-hydro, and A written copy can be obtained at any time from vRih, Bahnhofstrasse 23, 6300 Zug.

2. conclusion of contract

2.1. vRih shall be bound solely by legally signed written contracts (framework agreements, individual contracts, purchase orders, etc.).
2.2. Amendments or additions to contracts require the same written form.
2.3.Any order which is not confirmed in writing by the supplier within 2 working days shall be deemed confirmed.
2.4. Orders without a price note or with indicative prices shall be deemed an invitation to submit an offer and shall only become binding upon written confirmation of the offer by vRih.
2.5. The conditions and deadlines prescribed by vRih shall be deemed to have been accepted unless the supplier rejects them in writing within 2 working days.
2.6. Upon conclusion of the contract, the supplier undertakes to provide the service in accordance with the contract and on time.
2.7.The interpretation of the International Commercial Terms shall be in accordance with the Incoterms 2010.

3. deadlines, delay in delivery, benefit and risk, delivery documents, subcontractors, packaging

3.1. The specified delivery dates shall be understood as the date of receipt or dispatch at the place of performance and shall be deemed to be expiry dates. The transport times are to be taken into account accordingly by the supplier.
3.2. Any delays in deadlines are to be communicated to vRih in writing immediately upon becoming known.
3.3. Partial or advance deliveries are only permitted with the written consent of vRih.
3.4. By exceeding the agreed delivery period, the Supplier shall be in default without further ado and vRih shall be entitled to (a) continue to demand performance as well as compensation for the damage caused by the default, (b) claim damages for non-performance and to make alternative arrangements, whereby the Supplier shall bear any additional costs thereby incurred, or (c) withdraw from the contract, refuse acceptance and/or claim damages.
3.5. The transfer of benefit and risk shall take place after acceptance of the delivery at the place of performance. If the agreed accompanying documents are not available, vRih shall be entitled to store the delivery until its arrival at the supplier's expense and risk or to reject the shipment.
3.6. Unless otherwise agreed in writing, the place of performance shall be the place of business of the ordering vRih company.
3.7. The vRih order number, the consignee, the exact item definition and the actual quantity delivered must be listed on all delivery documents.
3.8. For deliveries of raw materials and if required by vRih, the usual or specified certificates on origin, properties and qualities shall be enclosed. If the certificates are not provided with the delivery, vRih shall be entitled to have corresponding tests carried out by third parties at the supplier's expense.
3.9. The complete or partial transfer of orders/purchases to third parties or the change of an existing subcontractor is not permitted without the prior written consent of vRih.
3.10. Packaging shall be carried out by the supplier and at the supplier's expense. The supplier shall be liable for damage during transport due to inadequate packaging.

4. price and payment conditions

4.1.The prices agreed in writing in the individual case shall apply. Unless otherwise agreed in writing, these shall include the costs of packaging, freight, insurance and other ancillary costs (storage, third-party inspection, etc.) for the dispatch or transport of the delivery.
4.2. If delivery documents and/or certificates are missing, vRih may withhold payment until these have been provided in full.
4.3. In the event of missed deadlines, vRih may offset corresponding special costs against the supplier's claim (e.g. charges to the customer, transport invoices incurred for special transports, etc.).
4.4. Except for special agreements, vRih shall pay invoices for goods and services within 90 days from the date of issue, or within 10 days with a deduction of 3%.
4.5.Payment of invoices shall not be deemed acceptance of the goods and/or services to be delivered. Warranty claims can also be asserted after payment.

5. material defects and warranty

5.1. The supplier shall be liable for the delivery having the agreed or warranted characteristics as well as those characteristics which vRih could expect in good faith even without a special agreement (e.g. suitability for the intended use).
5.2. In the event of a material defect, vRih shall have the option to demand rescission, reduction of the purchase price, rectification of the defect or replacement.
5.3.If vRih incurs damage due to a material defect, the supplier shall be fully liable for damage and consequential damage.
5.4. The supplier undertakes to comply with the relevant applicable legislation on product safety (e.g. Machinery Directive 2006/42/EC) and to hand over the correspondingly prescribed declarations of conformity and the associated documentation. All technical work equipment must comply with the generally recognized rules of technology as well as the applicable occupational health and safety and accident prevention regulations and be equipped with the appropriate protective devices against accidents and occupational diseases. In case of doubt, the occupational safety and accident prevention regulations at the place of performance shall be applicable.

6. product liability

6.1. The supplier shall indemnify vRih in full against all claims of third parties which are asserted against vRih on the basis of product liability and similar standards in connection with the goods and/or services supplied by the supplier.
6.2. vRih reserves the right to assert corresponding claims against the supplier under relevant product liability laws.
6.3.vRih undertakes to inform the supplier immediately of any claims asserted by third parties.
6.4. In connection with claims asserted, the supplier irrevocably waives the plea of limitation or forfeiture against vRih or its customers.

7. drawings, models, samples, tools, copyrights and other intellectual property rights

7.1. The supplier shall have no retention rights whatsoever to drawings, models, samples and tools of vRih. They shall be surrendered to vRih at any time upon first challenge Any reproduction, other use or use for or by third parties shall only be permitted with the prior written consent of vRih.
7.2. Notifications of changes shall be sent to the supplier in writing. In case of drawing changes (new index), the old drawings are to be destroyed and replaced by the new ones.
7.3. The supplier acknowledges vRih's unrestricted ownership of drawings, models, samples and tools provided to him by vRih and he undertakes to mark them accordingly by means of suitable labeling (e.g. plaque 'Property of vonRoll casting ag'). The associated and all other copyrights and other intellectual property rights of vRih shall remain entirely with vRih.
7.4.The conclusion of supply or service contracts with the supplier does not create a company or a legal relationship similar to a company.

8. Secrecy

8.1 The supplier undertakes to treat any information provided by vRih as confidential.
8.2.Information may not be made available to third parties in whole or in part.
8.3. Technical and commercial information of vRih may only be used by the supplier in the context of the cooperation with vRih.

9. Privacy

9.1. Within the scope of the execution of the contract, vRih shall be entitled to process personal data. In particular, the supplier agrees that vRih may disclose such data to third parties in Switzerland and abroad for the purpose of processing and maintaining the business relationship.
9.2.For its part, the supplier shall ensure data protection by taking suitable precautions.

10. further provisions

10.1.Publications concerning the subject matter of a contractual relationship with vRih shall require the prior written consent of vRih.
10.2. The supplier undertakes that deliveries comply with the relevant applicable legislation. In the event of a violation of such provisions, he shall indemnify and hold vRih harmless from and against all claims of third parties, including authorities.
10.3. Amendments or supplements to these GPC are only valid if they are made in writing.
10.4. Should any provisions of these GPC be or become invalid, this shall not affect the validity of the remaining provisions.

11 Applicable law and place of jurisdiction

11.1. Diese AEB und alle von vRih geschlossenen Verträge und abgegebenen Erklärungen unterliegen Schweizer Recht ohne dessen kollisionsrechtlichen Bestimmungen.
11.2.The place of jurisdiction for all disputes in connection with these GPC, contracts and declarations of vRih as well as deliveries to vRih shall be the registered office of the vRih company affected by the respective dispute.
11.3. vRih shall be entitled to take legal action against the supplier at the supplier's place of business.