General Terms and Conditions of Purchase (GTCP)

applicable from 1st January 2013 to vonRoll infratec (holding) ag and its subsidiaries, hereinafter referred to jointly and severally as "vRih"

1. General information

1.1. These GTCP shall replace all previous versions and shall constitute the contractual basis for all business relations between vRih and its Suppliers of goods and/or services, unless otherwise agreed in framework supply agreements or individual contracts, or by virtue of mandatory statutory provisions.
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 shall express 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.
The current, binding version of these GTCP is published on the Internet at www.vonroll-infratec.ch, www.vonroll-casting, www.vonroll-hydro and www.qvr.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 (purchase orders, framework agreements, individual contracts, etc.) with a legally valid signature shall place vRih under obligation. These may also be sent by fax or e-mail.
2.2. Amendments or additions to contracts and declarations shall require the same written form (see point 2.1 above).
2.3. Any order not declined in writing by the Supplier within two 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 (including by fax or e-mail).
2.5. The terms and conditions stipulated by vRih shall be deemed accepted unless the Supplier raises an objection to them in writing (including by fax or e-mail) within two working days.
2.6. The delivery deadlines specified shall be understood as the deadline for receipt or dispatch at the place of fulfilment. The Supplier shall take transportation times into account, as appropriate.
2.7. Any delay shall be notified to vRih in writing as soon as the Supplier becomes aware of it.
2.8. The interpretation of international trade terms shall be in accordance with Incoterms 2010.

3. Deadlines, place of fulfilment, delivery and transportation

3.1. Once the contract is concluded, the Supplier shall undertake to render the service on schedule. Should there be a delay in performing the service for reasons beyond the Supplier's control (e.g. force majeure), the Supplier shall inform vRih in writing as soon as they are aware of the issue. Problems with transportation, delays by third-party suppliers, etc., may not be asserted as reasons for delay.
3.2. Should he exceed the agreed delivery timeframe, the Supplier shall automatically be in default, and vRih shall be entitled to withdraw from the contract, to refuse to accept the goods or services, and/or to claim compensation for damages.
3.3. Place of fulfilment shall be the location specified by vRih in the contract.
3.4. The vRih purchase order number, the consignee, an accurate definition of the articles, and the quantity actually delivered shall be listed on every document (order confirmation, delivery note, invoice, etc.).
3.5. Any substitution of an existing subcontractor, or the whole or partial transfer of orders to third parties, shall not be permitted without the prior written consent (including by fax or e-mail) of vRih.
3.6. Advance or partial deliveries shall not be permitted without the written consent (including by fax or e-mail) of vRih.
3.7. For all deliveries of raw materials, and whenever requested by vRih, a relevant certificate, a materials report or quality documentation shall be enclosed. The certificate/materials report/quality documentation shall constitute an important part of the delivery. If certificates/materials reports/quality documentation are not provided within any grace period granted, vRih shall be entitled to have third parties conduct appropriate inspections at the Supplier’s expense.
3.8. Transfer of benefits and risks shall take place 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.
3.9. Unless agreed in writing (including by fax or e-mail), the place of fulfilment shall be the registered office of the vRih company which places the order.
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.
3.11. vRih shall inform the Supplier of any defects as soon as they have been detected.

4. Terms and conditions of pricing and payment

4.1. The prices agreed in the contract for the particular case shall apply. Unless otherwise agreed for the particular case, the 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. Any price stated on an order shall be binding. vRih shall reserve the right to cancel an order (or decline to conclude a contract), should the Price confirmed by the Supplier be unacceptable to vRih.
4.3. If delivery documents and other documentation are delayed, vRih may withhold payment until such times as they are received in full. 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.

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). Should a material defect be present, vRih shall have the option of requesting a price reduction or a replacement.
5.2. Should vRih suffer any loss due to a material defect, the Supplier shall be wholly liable for the damage and consequential damage caused.
5.3. 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 safety measures to prevent accidents and industrial illnesses. In case of doubt, safety at work and accident prevention regulations shall apply at the place of fulfilment.
5.4. vRih shall not be obliged to inspect incoming goods. The warranty period shall be 24 months from the date on which the delivery is accepted. During the warranty period, vRih shall be entitled to give notification of a defect at any time after detecting it. Defects shall be notified in writing (including by fax or e-mail).

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 related to 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. In the absence of any agreement to the contrary, drawings, models, templates and tools belonging to vRih shall be stored in a safe place with due care. Any reproduction, other use or use for or by third parties shall be permitted only with the prior written approval of vRih and to the extent specified.
7.2. Changes shall be notified to the Supplier in writing (including by fax or e-mail). 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 him by vRih, and he shall undertake to label these items accordingly using suitable marking (e.g. a sign, ‘Property of vonRoll casting (emmenbrücke) ag’).
7.4. The production of parts for third parties using vRih tools shall be prohibited without the express written consent of vRih.
7.5. Copyright and all other intellectual property rights to all data (plans, outlines, calculations, etc.), templates, models and tools issued to the Supplier, shall be fully retained by vRih. The Supplier shall use such data and all additional information exclusively for the purpose of executing vRih’s order.
7.6. Without the prior written consent of vRih, the Supplier shall not be entitled to manufacture products for third parties using such data, objects or information as a basis, or to copy or reproduce such data, objects or information, or to make them known by some other means to third parties not authorised by the Supplier directly to carry out work in connection with the respective contract.

8. Secrecy

8.1. The Supplier shall undertake to treat as confidential all information provided to him 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 relations.
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 relevant legislation regarding environmental protection. 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 provision in these GTCP be or become ineffective, the validity of the remainder of the GTCP 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. Place of jurisdiction for all disputes in connection with orders shall be the registered office of the vRih company affected by the disagreement in question.
11.3. vRih shall be entitled to take legal action against the Supplier at the latter's registered office.