General Terms of Sale and Delivery 2017 (GTSD)
applicable from 1st January 2017 (replacing all previous GTSD) to vonRoll infratec (holding) ag and its Swiss subsidiaries, hereinafter referred to jointly and severally as "vRih"
1. General information
1.1. These GTSD shall constitute the contractual basis for all business relationships between vRih and its customers of goods and/or services, unless otherwise agreed in writing.
1.2. Alternative conditions proposed by the Customer shall not be recognised and shall constitute no part of the contract. In accepting an order and/or delivering goods, the Customer expresses his agreement with these GTSD.
1.3. These GTSD shall apply even if the Customer'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 conclusion of supply or service agreements with the Customer shall not give rise to the creation of a company or any legal relationship akin to a company.
1.6. The current, binding version of these GTSD 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 contract/scope of deliveries and services
2.1. Only contracts in written form (framework agreements, individual contracts, vRih order confirmations, etc.) with a legally valid signature by vRih shall place vRih under obligation.
2.2. Amendments or additions to contracts shall require the same written form.
2.3. Deliveries and services shall be listed definitively in the vRih order confirmations, including all enclosures. vRih shall be authorised to make changes which result in improvements as long as these changes do not cause a price increase.
2.4. We reserve the right to make changes to our range and production at any time. Information relating to the weight and dimensions of products shall be non-binding.
2.5. Any order confirmation not declined in writing by the Customer within two working days shall be deemed confirmed.
2.6. The terms and conditions stipulated by vRih shall be deemed accepted unless the Customer raises an objection to them in writing within two working days.
2.7. The interpretation of international trade terms shall be in accordance with Incoterms 2010.
3.1. Unless otherwise agreed in writing, all prices shall be net, excluding VAT, ex factory (in accordance with Incoterms 2010) and excluding packaging and deductions. All additional expenses, for example for taxes, freight, insurance, export, transit and import permits, and other permits and certification, shall be borne by the Customer.
3.2. vRih reserves the right to adjust prices if rates of pay, material or energy prices or exchange rates change between the time the quotation is drawn up and the time of fulfilment in accordance with the contract.
4. Terms and conditions of payment/default
4.1. Payments shall be made by the Customer to the domicile of vRih in accordance with the agreed terms and conditions of payment, strictly net and without deduction of cash discount, expenses, taxes, duties, fees, customs charges and similar.
4.2. In the absence of any agreement to the contrary, the invoice amount shall automatically be due for payment, without any deductions, 30 days after the date of invoice.
4.3. In the event of late payment, the Customer shall automatically be in default. In this case, vRih may refuse to accept further deliveries or services until the consequences of the default have been resolved.
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 all deliveries until vRih has received payment in full in accordance with the contract. vRih shall be entitled to enter the retention of title in relevant public registers at the cost of the Customer. The Customer shall maintain the supplied items at his expense for the duration of the retention of title and shall appropriately protect these items against theft, fire, water and other risks to the benefit of vRih.
5.2. The Customer shall irrevocably authorise vRih to act on his behalf to make all declarations and perform all legal acts that are necessary to enable valid entry of a retention of title in accordance with the applicable legislation.
6.1. In the absence of any agreement to the contrary, the packaging materials shall be charged to the Customer and shall become his property once payment has been made.
6.2. The containers, frames, pallets and other materials which belong to vRih must be returned by the Customer in good condition, carriage paid, and no more than 30 days after receipt; otherwise, vRih shall charge the Customer for these.
6.3. If the packaging materials used by vRih belong to the Customer, they must be returned in good condition, at the latest on a date previously agreed with vRih, at a location specified by vRih.
7. Delivery period and delivery deadlines/force majeure
7.1. The delivery period shall begin as soon as the contract is concluded, all official formalities have been dealt with, for example obtaining import, export, transit and payment permits, the payments to be made upon placing the order have been received, potential securities have been arranged and the important technical points have been resolved.
7.2. The delivery period shall be deemed complied with if the ready-for-dispatch notification is sent to the Customer before the expiry of said period.
7.3. vRih shall not be held liable for delivery delays attributable to force majeure (e.g. natural phenomena, accidents, strikes, war, etc.) and the consequences thereof.
8. Transfer of benefits and risks
8.1. In the absence of any agreement to the contrary, benefits and risks shall be transferred to the Customer at the latest when the delivery leaves the factory.
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.