General Terms of Sale and Delivery (GTSD)
applicable from 1st August 2020 (replacing all previous GTSD) to vonRoll infratec (holding) ag and its subsidiaries, hereinafter referred to jointly and severally as "vRih"
1. General information
1.1. These GTSD form the contractual basis for all business relationships between vRih and its customers of goods and/or services, unless otherwise agreed in writing.
1.2. Deviating conditions of the customers are not recognized and do not form part of the contract. By accepting an order and/or delivery of goods, the Customer declares his agreement with these GTSD.
1.3. These GTSD shall also apply if the Customer confirms an order, purchase order and/or delivery deviating from them.
1.4. Unless otherwise explicitly stipulated, the requirement of written form also applies to communication by fax or e-mail.
1.5. The conclusion of a contract (delivery of goods and/or provision of services) with the Customer shall not give rise to any company or similar relationship.
1.6. The current and binding version of these GTSD is published at www.vonroll-infratec.world, www.vonroll-casting.world, www.vonroll-hydro.world and www.vrproduction.world. A written version can be obtained at any time from vRih, Bahnhofstrasse 23, 6300 Zug.
2. Conclusion of contract/scope of deliveries and services
2.1. The respective VRIH company is only bound by written agreements (framework agreements, individual agreements, VRIH order confirmations, etc.) that have been validly signed by it.
2.2. Amendments or additions to contracts require the same written form.
2.3. deliveries and services are listed conclusively in the Vih order confirmations with possible enclosures. vRih is authorized to make changes that lead to improvements, provided that these do not result in a price increase.
2.4. We reserve the right to make changes to the product range and production at any time. Information about weight and dimensions of products are not binding.
2.5. Any order confirmation which is not received in writing by the customer within 2 working days shall be deemed confirmed.
2.6. The conditions and deadlines prescribed by vRih are considered accepted unless the customer rejects them in writing within 2 working days.
2.7. The International Commercial Terms shall be interpreted in accordance with Incoterms 2020.
3.1. Unless otherwise agreed in writing, all prices are net, excluding VAT, ex works (according to Incoterms 2020), without packaging and deductions. All ancillary costs such as taxes, freight, insurance, export, transit, import and other permits and certifications shall be borne by the customer.
3.2. vRih reserves the right to adjust prices if wage rates, material or energy prices or exchange rates change between the time of the offer and the contractual fulfilment.
4. Terms and conditions of payment/default
4.1. Payments are to be made by the customer in accordance with the agreed terms of payment at the domicile of vRih purely net without deduction of discounts, expenses, taxes, charges, fees, customs duties and the like.
4.2. In the absence of any other agreement, the invoice amount shall become due for payment 30 days after invoicing without further ado and shall be payable without any deductions.
4.3. If payment is not made in due time, the customer shall be in default without further ado. vRih can in this case refuse further deliveries or services until the consequences of default have been eliminated.
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. Retention of title
5.1. vRih shall remain the owner of the entire deliveries until vRih has received the payments in accordance with the contract in full. vRih shall be entitled to have the reservation of title entered in appropriate public registers at the expense of the Customer. The Customer shall maintain the delivered items at its own expense for the duration of the retention of title and insure them adequately in favour of vRih against theft, fire, water and other risks.
5.2. The Customer irrevocably authorises vRih to make all declarations and perform all legal acts on its behalf which are necessary for the valid registration of a reservation of title in accordance with the applicable legal system.
6.1. Unless otherwise agreed, the packaging material will be invoiced to the customer and becomes the property of the customer after payment has been made.
6.2. The containers, frames, pallets and other materials which are the property of 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, this must be delivered in good condition, at the latest on a date previously agreed with vRih, to a place indicated by vRih.
7. Delivery period and delivery deadlines/force majeure
7.1. The delivery period begins 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 settled.
7.2. The delivery period is deemed to have been met if the notification of readiness for dispatch has been sent to the customer by the end of the delivery period.
7.3. vRih is not liable for delays in delivery due to force majeure (e.g. natural events, accidents, strike, war etc.) and their consequences.
8. Transfer of benefits and risks
8.1. Unless otherwise agreed, benefit and risk shall pass to the customer at the latest upon dispatch of the delivery ex works.
9. Testing and acceptance of deliveries and services
9.1. vRih shall inspect the deliveries and services before dispatch, to the extent that is customary. If the Customer requests further inspections, these shall be agreed upon separately and paid for by the Customer.
9.2. The Customer must inspect the deliveries and services immediately on receipt and notify vRih in writing of any defects straight away, or eight days after receipt at the latest. If he fails to do so, the deliveries and services shall be deemed to be approved.
9.3. A separate agreement shall be required for performing an acceptance inspection and defining the terms and conditions which apply to said inspection.
10. Return of delivery
10.1. A delivery (or parts thereof) may only be returned with the express consent of vRih, and only if the goods are in flawless condition and can be resold. A sum of 20% of the returned bill value, or a minimum of CHF/EUR 100.--, shall be deducted from the refund. The transportation costs shall be borne by the Customer, as shall the costs of disposal if the goods prove to be unsaleable on arrival at vRih. The return of goods which were specially manufactured or purchased to order shall be strictly excluded.
11. Warranty, liability for defects
11.1. Unless otherwise agreed, the warranty period shall be 24 months. It shall begin when the delivery leaves the factory, or as of the date of any default of acceptance at the latest.
11.2. vRih shall undertake to repair or replace as quickly as possible all parts of the delivery which demonstrably became damaged or unusable on account of poor materials, defective design or faulty workmanship up to the expiry of the warranty period, or vRih shall provide a refund for the appropriate net value of the goods, at vRih's discretion, provided that the defect occurred during the warranty period, notification of the defect was given in good time and the claim was recognised by the vRih.
12. Exclusion of further liability on the part of vRih
12.1. All cases of contract violations and the legal consequences thereof, as well as all claims asserted by the Customer, regardless of their legal basis, shall be exclusively governed by these terms and conditions. In particular, all claims for compensation, price reduction, revocation of the contract or withdrawal from the contract which were not expressly stated shall be excluded. On no account shall claims be asserted by the Customer for compensation for damages not sustained by the supplied item itself, such as production downtime, loss of effectiveness, loss of orders, loss of profits and other direct or indirect damages or losses. This exclusion of liability shall not apply to criminal intent or gross negligence on the part of vRih, but it shall apply to criminal intent or gross negligence on the part of auxiliaries. Furthermore, this exclusion of liability shall not apply if it is contradicted by binding law.
13. Intellectual property rights
13.1. The intellectual property associated with products and/or services from vRih shall remain with vRih.
13.2. Drawings and developed projects must not be reproduced, used or passed on to third parties without the express written approval of vRih.
14. Additional provisions/place of jurisdiction/applicable law
14.1. Amendments and additions to these GTSD shall be valid only if made in writing.
14.2. Should any provisions of these GTSD be or become ineffective, the validity of the remaining provisions shall be unaffected.
14.3. The sole place of jurisdiction for all disputes arising in connection with these GTSD or the underlying contracts shall be Zug (Switzerland). vRih shall, however, be entitled to take legal action against the Customer at the latter's registered office.
14.4. The legal relationship shall be subject to Swiss law; the application of Swiss conflict of law provisions and the provisions of the Vienna UN Convention of 11th April 1980 shall be excluded.