Terms and Conditions of Sale (GTCS)
Effective as of 1.1.2023 (replaces all previous versions of sales-related terms and conditions) for vonRoll infratec (holding) AG and its subsidiary companies, hereinafter referred to collectively and individually as 'VRIH', unless specific TCS (hereinafter also referred to as 'country-specific TCS') are in effect (as of 1.1.2023 for Germany).
1.1. These General Terms and Conditions of Sale (GTCS) form the contract basis for all services provided by VRIH to its customers (delivery of goods and works, provision of services), hereinafter referred to collectively as "services," unless otherwise agreed in writing.
1.2. Deviating conditions of the customer will not be recognized and will not form part of the contract unless VRIH has expressly agreed to their applicability in writing. By accepting or paying for a service provided by VRIH, the customer declares its agreement with these GTCS.
1.3. These GTCS shall also apply if the customer does not confirm or confirms them differently and VRIH performs services for the customer while being aware of this.
1.4. Unless explicitly regulated otherwise, the requirement of written form also covers communication by fax or email.
1.5. The current and binding version of these GTCS is published on www.vonroll-infratec.world, www.vonroll-casting.world, www.vonroll-hydro.world, www.vrproduction.world, and www.vrbikes.world. A written copy can be obtained at any time from vonRoll infratec (services) AG, Bahnhofstrasse 23, CH-6300 Zug.
1.6. These GTCS were originally written in German. In the event of differences between translations, the German original shall apply.
2. Conclusion of Contract / Scope of Deliveries and Services
2.1. The customer's order of a service is considered a binding contract offer. Unless otherwise stated in the order, VRIH is entitled to accept this contract offer within 2 weeks of its receipt by VRIH.
2.2. The acceptance can be declared either in text form (e.g. by order confirmation) or by delivering the goods to the customer.
2.3. The services to be provided or provided by VRIH are listed in the performance confirmations (also referred to as "order or offer confirmation" or similar) with any annexes. VRIH is authorized to make improvements, provided that these do not result in a price increase.
2.4. Assortment and product changes are reserved at any time. This applies even if VRIH has handed over catalogs, technical documentation (e.g. drawings, plans, calculations, quotations, references to DIN standards), other product descriptions or documents - also in electronic form - to the customer. Information on the weight, color and dimensions of products is non-binding.
2.5. Any performance confirmation by VRIH that is not contradicted in writing by the customer within 2 working days is deemed accepted.
2.6. The interpretation of the International Trade Clauses is made according to the Incoterms 2020.
3. Prices and Price Adjustments
3.1. Unless otherwise agreed in writing, all prices are understood to be net ex-works (EXW), exclusive of value-added tax/sales tax, without packaging and deductions. All additional costs such as taxes, freight, insurance, export, transit, import and other permits as well as notarizations are the responsibility of the customer.
3.2. If the delivery date is later than three months after the conclusion of the contract, VRIH is entitled to adjust the price of the goods or services by those cost factors that are outside the control of VRIH (e.g. increase in material, energy or other production costs, price changes by suppliers, exchange rate fluctuations, etc.). This price adjustment is also referred to as ‘MEATZ’.
3.3. MEATZ also applies without further ado to individual deliveries under framework contracts that were concluded for more than 3 months.
4. Payment Terms / Delays
4.1. The customer is to pay the invoiced amount without any deduction of discounts, expenses, taxes, duties, fees, customs, etc., in accordance with the agreed payment terms at VRIH's domicile.
4.2. In the absence of any other agreement, the invoiced amount becomes due for payment 14 days after invoice date. However, VRIH is entitled at any time, even within the context of an ongoing business relationship, to carry out the delivery in whole or in part only against advance payment. VRIH declares this reservation at the latest with the order confirmation.
4.3. In the event of non-timely payment, the customer will be in default without further notice.
4.4. In the absence of a written agreement to the contrary, payments for export deliveries are to 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 remains the owner of all deliveries until VRIH has received full payment in accordance with the agreement. VRIH is entitled to have the retention of title registered in appropriate public registers at the customer's expense. The customer will maintain the delivered items at his own cost during the duration of the retention of title and insure them against theft, fire, water and other risks in favor of VRIH.
5.2. The customer authorizes VRIH to make all declarations and carry out legal actions in his name, which are necessary for valid registration of a retention of title according to the applicable legal system, irrevocably.
6.1. Unless otherwise agreed, the packaging material will be charged to the customer and will become the customer's property after payment.
6.2. Containers, frames, pallets, and other materials that are the property of VRIH must be returned by the customer in good condition freight-free 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 customer's property, it must be delivered in good condition to a location specified by VRIH by an agreed-upon date with VRIH.
7. Delivery Period and Delivery Dates
7.1. The delivery period is agreed individually or specified by VRIH in the performance confirmation. It begins as soon as the contract is concluded, all necessary official formalities such as import, export, transit and payment authorizations have been obtained, payments and any necessary securities have been made, and the essential technical points have been cleared up.
7.2. Unless otherwise agreed, VRIH delivers EXW, where the place of performance for the service and any potential remedy of defects is also located. The delivery period is met if the shipping readiness has been indicated to the customer before the end of the delivery period.
7.3. If the customer is in default of acceptance, fails to cooperate, or if the performance is delayed due to reasons attributable to the customer, VRIH is entitled to claim compensation for the resulting damage, including additional expenses (e.g., storage costs).
7.4. Partial deliveries are permitted by VRIH, as long as they are not unreasonable for the customer.
7.5. In case of force majeure affecting VRIH itself or its suppliers, VRIH's performance obligations are suspended for the duration of the disturbance. The same applies in case of energy or raw material shortages, labor disputes, pandemics, epidemics, official measures, or disruptions in traffic or operations.
7.6. If a material change in the conditions existing at the time of the contract arises, as a result of which adherence to the contract can no longer be reasonably expected, VRIH is entitled to withdraw from the contract.
7.7. The performance of the contract is subject to the condition that VRIH does not violate provisions of national and international foreign trade law or infringe sanctions or embargoes.
7.8. If a agreed performance date is exceeded due to reasons attributable to VRIH, the customer is obligated to set a reasonable grace period for performance in writing. This grace period must be at least 4 weeks. If the performance has not taken place after the grace period has expired, and the customer wants to withdraw from the contract or demand damages instead of performance, the customer is obligated to explicitly notify VRIH of this in writing, setting a reasonable additional grace period of at least 4 weeks, and demanding performance.
7.9. The customer is obligated, upon request from VRIH, to declare within a reasonable time frame whether they wish to withdraw from the contract due to the delay in performance and/or demand damages instead of performance, or insist on performance.
7.10. The customer's rights under Clause 12 of these GTC and VRIH's legal rights, especially in the event of VRIH's default, remain unaffected by this agreement.
8. Inspection and Acceptance of Performance
8.1. VRIH will inspect the services, to the extent usual, before shipment. If the customer requests further inspections, these must be agreed upon separately and paid for by the customer.
8.2. The customer must inspect the services immediately after receipt and inform VRIH of any defects immediately, but no later than 8 days after receipt, in writing. If he fails to do so, the services are considered approved.
8.3. The conduct of an acceptance test with specific criteria is subject to a separate, written agreement.
9. Control and Acceptance during Work Production
9.1. The customer bears full responsibility for the design of the works. The customer therefore alone decides on the scope of work, which determines the specification of the works to be produced.
9.2. If the customer wants a formal acceptance, the modalities must be agreed in writing no later than at the time of performance confirmation. After completion of the work, VRIH is entitled to demand acceptance of the performance. The acceptance can only be refused due to significant defects until they are remedied. If no acceptance is requested, the performance is deemed approved after 15 working days after written notification of its completion. If no acceptance is requested and the customer has taken the performance or part of it into use, the performance is deemed approved after 5 working days from the start of use.
9.3. If the customer accepts suggestions from VRIH for improvement of the specifications or changes to the work, this does not result in a transfer of liability to VRIH.
9.4. Unless otherwise agreed, VRIH only carries out a simple visual and sample-based control of the works.
9.5. Any sample works must be approved by the customer. With this approval, the release for serial production takes place.
10.1. Unless otherwise agreed in writing, the warranty period is 24 months. It begins with the departure of the performance from the factory or the performance, but at the latest by the date of any acceptance delay.
10.2. In the case of the provision of services (e.g. leak detection, sensor monitoring, data transmission and evaluation, etc.), VRIH is obliged to perform with due care. VRIH neither owes a specific success nor does VRIH assume any guarantee with regard to the achievement of success.
10.3. In the case of delivery of goods manufactured by VRIH, in the case of material defects, faulty construction or defective execution, VRIH will remedy, replace or compensate the corresponding net goods value, provided that the defect occurred during the warranty period, was reported in due time and is acknowledged by VRIH. In the case of replacement delivery, the customer must return the defective item to VRIH.
10.4. In the case of delivery of third-party products, VRIH's warranty is limited to the scope of the warranty of the third-party supplier to VRIH.
10.5. In the case of improper treatment or installation (e.g. non-observance of installation instructions, improper storage, etc.) and improper use (e.g. use for a purpose other than the intended, agreed or specified purpose, lack of care, etc.) of a performance provided by VRIH, any warranty claim by the customer shall be excluded.
10.6. If there is a defect attributable to VRIH, VRIH will bear the expenses necessary for the examination and rectification of the defect. If the expenses increase due to the fact that the object of performance has been taken to a place other than the original place of delivery, the customer will bear the associated costs.
10.7. If there is no defect attributable to VRIH, VRIH may claim the costs resulting from the rectification of the defect (in particular inspection and transport costs) from the customer.
10.8. If rectification fails, the customer may reduce the compensation or withdraw from the contract. However, withdrawal is only permissible if the customer has explicitly threatened VRIH in writing with a fixed further deadline of at least 4 weeks. There is no right of withdrawal in case of an insignificant defect.
10.9. Claims for damages or compensation for futile expenses by the customer also exist in case of defects only according to Clause 11 and are otherwise excluded.
11.1. VRIH is only liable for direct damages caused intentionally or with gross negligence by the persons acting and authorized on behalf of VRIH (hereinafter referred to as "persons").
11.2. Liability for vicarious agents and auxiliary persons and liability for slight negligence is fully excluded.
11.3. If liability is accepted for cases of clause 11.2 above, the liability is limited to the amount of the last year's turnover achieved with the customer or, if less, the affected branch of the customer.
11.4. In no case is VRIH liable for indirect damages and/or consequential damages such as lost profits, production failure, loss of use, loss of orders, data loss, claims by third parties, all other damages that are not caused to the performance object itself, etc.
12. Intellectual Property / IP Rights / No Association-like Legal Relationship
12.1. The customer acknowledges VRIH's unlimited ownership of drawings, models, patterns, and tools, as well as designs, software, algorithms, know-how, and all other protected rights that are associated with the services procured from VRIH. These rights remain fully with VRIH. In particular, no license rights are granted without explicit separate written agreement.
12.2. Conclusion of a performance contract with the customer does not create a company or an association-like legal relationship.
13. Data Protection
13.1. Both parties comply with the rules of data protection, especially if access to the operation or to the hardware and software of the other party is granted. The parties do not intend to process or use personal data on behalf of the other party. Rather, a transfer of personal data only occurs in exceptional cases as a result of the parties' contractual performance. The personal data will be treated by the parties in accordance with the applicable data protection regulations.
14. Additional Provisions / Jurisdiction / Applicable Law
14.1. Changes or additions to these terms and conditions are only valid if they are made in writing.
14.2. If provisions of these terms and conditions are or become invalid, this does not affect the validity of the other provisions.
14.3. These terms and conditions and all contracts and declarations concluded by VRIH are governed by Swiss law without its provisions on conflict of laws and without the provisions of the Vienna UN Convention of April 11, 1980, unless country-specific terms and conditions provide otherwise.
14.4. The place of jurisdiction for all disputes in connection with these terms and conditions, contracts and declarations of VRIH as well as deliveries to VRIH is the seat of the VRIH company concerned by the respective dispute, or in the case of non-Swiss VRIH companies, the seat of vonRoll infratec (holding) AG, unless country-specific terms and conditions provide otherwise.
14.5. VRIH is entitled to take legal action against the customer at its seat or place of performance.