General Terms and Conditions of Sale and Delivery ('GTCS')
effective as of 1.8.2020 (replaces all previous GTCS) for vonRoll infratec (holding) ag and its subsidiaries, hereinafter all collectively and each individually referred to as 'vRih'.
1.1. These GCS form the contractual basis for all business relations 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 the present GCS.
1.3. These GCS shall also apply if the customer confirms the order, purchase order and/or delivery in deviation therefrom.
1.4. Unless otherwise explicitly stipulated, the written form requirement also covers communication by fax or e-mail.
1.5. By concluding a contract (delivery of goods and/or provision of services) with the customer, no company or company-like relationship is created.
1.6. The current and binding version of this AVL is published at www.vonroll-infratec.world, www.vonroll-casting.world, www.vonroll-hydro.world and www.vrproduction.world. A written copy 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 shall be bound solely by legally valid written contracts signed by it (framework agreements, individual contracts, vRih order confirmations, etc.).
2.2. Amendments or additions to contracts require the same written form.
2.3. Deliveries and services are exhaustively listed in vRih's order confirmations with any enclosures. vRih shall be entitled 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, color and dimensions of products are not binding.
2.5. Any order confirmation which is not objected to in writing by the customer within 2 working days shall be deemed confirmed.
2.6. The conditions and deadlines prescribed by vRih shall be deemed accepted unless the customer rejects them in writing within 2 working days.
2.7. The interpretation of the International Commercial Terms shall be in accordance with Incoterms 2020.
3.1. Unless otherwise agreed in writing, all prices are net, excl. VAT, ex works (according to Incoterms 2020), without packaging and deductions. All additional costs, such as for taxes, freight, insurance, export, transit, import and other permits as well as notarizations 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 performance.
4. terms of payment / default
4.1. Payments shall be made by the customer in accordance with the agreed terms of payment at the domicile of vRih strictly net without deduction of discounts, expenses, taxes, levies, fees, customs duties and the like.
4.2. In the absence of any agreement to the contrary, the invoice amount shall be due for payment without further ado 30 days after invoicing and shall be payable without any deductions.
4.3. In the event of late payment, the customer shall be in default without further ado. vRih may in that case refuse further deliveries or services until the consequences of default have been remedied.
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 the payments in full in accordance with the contract. vRih shall be entitled to have the retention of title entered in appropriate public registers at the customer's expense. The customer shall maintain the delivered items at its own expense during the period of retention of title and adequately insure them for the benefit of vRih against theft, fire, water and other risks.
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. Containers, frames, pallets and other materials that are the property of vRih must be returned by the customer in good condition, freight prepaid, 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, no later than a date previously agreed with vRih, to a place specified by vRih.
7. delivery period and delivery dates
7.1. The delivery period 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 and any securities to be provided upon ordering have been made and the essential technical points have been settled.
7.2. The delivery deadline shall be deemed to have been met if the notification of readiness for dispatch has been sent to the customer by the time it expires.
7.3. vRih is not liable for delays in delivery due to force majeure (e.g. natural events, accidents, strike, war, pandemic or similar etc) and their consequences.
8. transfer of benefit and risk
8.1. In the absence of any agreement to the contrary, benefit and risk shall pass to the customer at the latest upon dispatch of the delivery ex works.
9. inspection and acceptance of supplies and services
9.1. vRih shall inspect the deliveries and services, as far as customary, prior to shipment. If the customer requires further inspections, these shall be agreed separately and paid for by the customer.
9.2. The customer shall inspect the deliveries and services immediately upon receipt and notify vRih in writing of any defects immediately, but no later than 8 days after receipt. If the customer fails to do so, the deliveries and services shall be deemed approved.
9.3. The performance of an acceptance test and the determination of the conditions applicable to it shall require a special agreement.
10. taking back the delivery
10.1. A return (also of parts) of the delivery is only possible with the express consent of vRih and if the goods are in perfect condition and must be resalable. An amount of 20% of the return invoice value, but at least CHF/EUR 100.--, will be deducted from the refund. The transport costs shall be borne by the customer, as well as the costs for disposal if the goods prove to be unsaleable upon arrival at vRih. The return of goods specially manufactured or purchased to order is excluded in principle. .
11 Warranty, liability for defects
11.1. Unless otherwise agreed, the warranty period shall be 24 months. It begins with the dispatch of the delivery ex works, at the latest on the date of any default in acceptance.
11.2. vRih undertakes to repair or replace as soon as possible, at vRih's option, all parts of the delivery which are proven to be defective or unusable as a result of poor material, faulty design or defective workmanship until the expiry of the warranty period, or to reimburse the corresponding net value of the goods, provided that the defect occurred during the warranty period, was notified in due time and the claim is acknowledged on the part of vRih.
12. exclusion of further liabilities of vRih
12.1. All cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal basis on which they are made, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract not expressly mentioned are excluded. Under no circumstances shall the customer be entitled to claims for compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damages. This exclusion of liability shall not apply to unlawful intent or gross negligence on the part of vRih, but shall apply to such by auxiliary persons. In all other respects this exclusion of liability shall not apply insofar as it is contrary to mandatory law.
13. intellectual property / IP rights
13.1. The intellectual property in connection with products and/or services of vRih remains comprehensively with vRih.
13.2. Drawings and elaborated projects may not be reproduced, used or passed on to third parties without the express written permission of vRih.
14 Further Provisions / Place of Jurisdiction / Applicable Law
14.1. Changes or additions to these AVL are only valid if they are made in writing.
14.2. Should any provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.
14.3.The sole place of jurisdiction for all disputes in connection with the present AVL or the contracts on which they are based shall be Zug (Switzerland). vRih shall, however, be entitled to sue the customer at his place of business.
14.4.The legal relationship shall be governed by Swiss law; the application of the provisions of the Swiss conflict of laws, as well as the Vienna UN Convention of 11.4.1980 is excluded.