General Terms and Conditions of Purchase 2017 (GTCP)

applicable from 1st January 2017 (replacing all previous GTCP) to vonRoll infratec (holding) ag and its Swiss subsidiaries, hereinafter referred to jointly and severally as "vRih"

1. General information

1.1. These GTCP shall constitute the contractual basis for all business relationships between vRih and its suppliers of goods and/or services, unless otherwise agreed in writing.
1.2. 
Alternative conditions proposed by the Supplier shall not be recognised and shall constitute no part of the contract. In accepting an order and/or delivering goods, the Supplier expresses his agreement to these GTCP.
1.3.
These GTCP shall apply even if the Supplier's confirmation of the order and/or delivery is subject to different terms and conditions.
1.4. Unless otherwise explicitly stated, the requirement for the written form shall also include communication by fax or e-mail.
1.5. 
The current, binding version of these GTCP is published at www.vonroll-infratec.ch, www.vonroll-casting, www.vonroll-hydro, www.vrproduction.ch and www.vrbikes.ch. A printed version can be obtained at any time from vRih, Bahnhofstrasse 23, 6300 Zug, Switzerland.

2. Conclusion of the contract

2.1. Only contracts in written form (framework agreements, individual contracts, purchase orders, etc.) with a legally valid signature shall place vRih under obligation.
2.2. Amendments or additions to contracts shall require the same written form.
2.3. Any order not declined in writing by the Supplier within two working days shall be deemed confirmed.
2.4. An order with no pricing information or with indicative price data shall be deemed an invitation to tender and shall become binding only when vRih has confirmed the offer in writing.
2.5. The terms and conditions stipulated by vRih shall be deemed accepted unless the Supplier raises an objection to them in writing within two working days.
2.6. Once the contract is concluded, the Supplier shall undertake to render the service on schedule and in accordance with the contract.
2.7. The interpretation of international trade terms shall be in accordance with Incoterms 2010.

3. Deadlines, delayed delivery, benefits and risks, delivery documents, subcontractors, packaging

3.1. The delivery deadlines specified shall be understood as deadlines for receipt or dispatch at the place of fulfilment and shall be deemed agreed expiry dates. The Supplier shall take transportation times into account, as appropriate.
3.2. Any delay shall be notified to vRih in writing as soon as the Supplier becomes aware of it.
3.3. Partial or advance deliveries shall only be permitted with the written consent of vRih.
3.4. Should the agreed delivery time frame be exceeded, the Supplier shall automatically be in default and vRih shall be entitled to (a) demand continued fulfilment and compensation for the losses sustained due to the delay, (b) demand compensation on grounds of non-fulfilment and obtain supplies elsewhere, for which the Supplier shall be liable for any additional costs incurred, or (c) withdraw from the contract, refuse to accept the goods or services and/or claim compensation for damages.
3.5. Benefits and risks shall be transferred upon acceptance of the delivery at the place of fulfilment. If the agreed accompanying documents are not present, vRih shall be entitled until such time as the documents are received to store the delivery at the expense and risk of the Supplier or to reject the consignment.
3.6. Unless otherwise agreed in writing, the place of fulfilment shall be the registered office of the vRih company that places the order.
3.7. All delivery documents must state the vRih purchase order number, the consignee, an accurate description of the item(s) and the quantity actually delivered.
3.8. In the case of deliveries of raw materials, and where requested by vRih, the usual or specified certificates of origin, characteristics and qualities must be enclosed. If the certificates are not enclosed with the delivery, vRih shall be entitled to arrange for a third party to conduct appropriate tests at the expense of the Supplier.
3.9. The full or partial transfer of orders to a third party and/or any substitution of an existing subcontractor shall not be permitted without the prior written consent of vRih.
3.10. Packaging shall be provided by the Supplier at his own expense. The Supplier shall be liable for any damage sustained during transportation as a result of insufficient packaging.

4. Pricing and payment terms

4.1. The prices agreed in writing for the particular case shall apply. Unless otherwise agreed in writing, these prices shall include the costs of packaging, freight, insurance and other incidental expenses (storage, third-party inspection, etc.) related to the shipping or transportation of the delivery.
4.2. In the absence of delivery documents and/or certificates, vRih may withhold payment until they are produced in full.
4.3. If deadlines are missed, vRih may offset related one-time costs against the Supplier's claim (e.g. the customer's charges, any bills for transportation arising from special shipments, etc.).
4.4. With the exception of special agreements, vRih shall pay invoices for goods and services within 90 days of the date of issue. If the invoice is dated earlier than the effective date of delivery, the deadline for payment shall be calculated from the date of delivery.
4.5. The payment of invoices shall not constitute acceptance of the goods and/or services to be supplied. Warranty claims may also be asserted after payment.

5. Material defects and warranty

5.1. The Supplier shall warrant that the goods or services delivered demonstrate the agreed or assured properties, as well as those properties which vRih is entitled to expect in good faith without any particular agreement (e.g. that they are fit for purpose).
5.2. Should a material defect be present, vRih shall have the option of requesting cancellation of the contract, a price reduction, rectification or a replacement.
5.3. Should vRih suffer any loss due to a material defect, the Supplier shall be wholly liable for the damage and consequential damage caused.
5.4. The Supplier shall undertake to comply with the relevant applicable legislation with respect to product safety (e.g. Machinery Directive 2006/42/EC), and to provide the declarations of compliance stipulated for that purpose, as well as the associated documentation. All technical work equipment shall comply with generally recognised technical standards and the applicable regulations with respect to safety at work and accident prevention, and shall be equipped with the appropriate safeguards to prevent accidents and industrial illnesses. In case of doubt, safety at work and accident prevention regulations shall apply at the place of fulfilment.

6. Product liability

6.1. The Supplier shall indemnify vRih fully from all claims brought by third parties against vRih in connection with the goods and/or services provided by the Supplier and on the basis of product liability or similar standards.
6.2. vRih shall reserve the right to assert corresponding claims arising from relevant product liability laws against the Supplier.
6.3. vRih shall undertake to inform the Supplier without delay of any claims asserted by third parties.
6.4. In connection with any claims asserted, the Supplier shall waive irrevocably the right to plead the statute of limitations or forfeiture with respect to vRih or its customers.

7. Drawings, models, templates, tools, copyright and other intellectual property rights

7.1. The Supplier shall have no rights of retention of any kind over drawings, models, templates or tools provided by vRih. These must be handed over to vRih at any time upon first request. Any reproduction, other use or use for or by third parties shall be permitted only with the prior written approval of vRih.
7.2. Changes shall be notified to the Supplier in writing. When drawings are amended (new index), the old drawings shall be destroyed and replaced by the new versions.
7.3. The Supplier shall acknowledge vRih's unrestricted ownership of drawings, models, templates and tools provided to them by vRih, and they shall undertake to label these items accordingly using suitable marking (e.g. a sign stating "Property of vonRoll casting ag"). The associated copyright and any other intellectual property rights owned by vRih shall remain entirely with vRih.
7.4. The conclusion of supply or service agreements with the Supplier shall not give rise to the creation of a company or any legal relationship akin to a company.

8. Non-disclosure

8.1. The Supplier shall undertake to treat as confidential all information provided to them by vRih.
8.2. Information shall not be made accessible to third parties either in whole or in part.
8.3. The Supplier may use technical and commercial information belonging to vRih only while working in collaboration with vRih.

9. Data protection

9.1. vRih shall be entitled to process personal data for contract management purposes. In particular, the Supplier shall agree that vRih may also disclose such data to third parties in Switzerland and abroad for the purposes of managing and maintaining business relationships.
9.2. For his part, the Supplier shall take suitable precautions to ensure data protection.

10. Additional provisions

10.1. Any disclosures on the subject of a contractual relationship with vRih shall require the prior written consent of vRih.
10.2. The Supplier shall undertake to ensure that deliveries comply with applicable legislation in each case. Should he breach such provisions, the Supplier shall indemnify and hold harmless vRih from all claims by third parties, including public authorities.
10.3. Amendments and additions to these GTCP shall be valid only if made in writing.
10.4. Should any provisions of these GTCP be or become ineffective, the validity of the remaining provisions shall be unaffected.

11. Applicable law and jurisdiction

11.1. These GTCP, as well as all contracts concluded and declarations made by vRih, shall be subject to Swiss law without its conflict of laws provisions.
11.2. The place of jurisdiction for all disputes arising in connection with these GTCP, contracts and declarations from vRih or deliveries to vRih shall be the registered office of the vRih company affected by the dispute in question.
11.3. vRih shall be entitled to take legal action against the Supplier at the latter's registered office.