General Terms and Conditions of Purchase (GTCP)

1. General

1.1. These General Terms and Conditions of Business and Execution (AGBE) form, unless otherwise agreed in writing, the contractual basis for all business relationships between VRIH and its suppliers of goods and/or services.

1.2. Deviating conditions of the supplier are not recognized and do not form part of the contract unless VRIH has expressly agreed to their validity in writing. By accepting an order and/or delivering goods, the supplier agrees to these AGBE.

1.3. These AGBE apply even if the supplier confirms the order and/or delivery deviating from them, and VRIH accepts or pays for deliveries and services of the supplier with knowledge of conflicting conditions.

1.4. Unless explicitly regulated otherwise, the requirement of written form also applies to communication by fax or email.

1.5. The current and binding version of these AGBE is published at www.vonroll-infratec.world, www.vonroll-casting.world, www.vonroll-hydro.world, www.vrproduction.world, and www.vrbikes.world. A printed version can be obtained at any time from vonRoll infratec (services) ag, Bahnhofstrasse 23, CH-6300 Zug.

1.6. These AGBE are originally written in German. In case of discrepancies in translations, the German version shall prevail.

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2. Conclusion of Contract

2.1. VRIH is bound only by validly signed written contracts (framework contracts, individual contracts, orders, etc.).

2.2. Changes or additions to contracts require the same written form.

2.3. Any order/purchase order (including conditions and deadlines specified by VRIH) not objected to in writing by the supplier within 5 working days is considered confirmed.

2.4. Orders/purchase orders without a specified price or with approximate price indications are considered an invitation to submit an offer and become binding only through VRIH's written confirmation of the offer.

2.5. Requests for quotations to the supplier are non-binding for VRIH. The supplier is bound by its offer for 12 weeks after receipt by VRIH.

2.6. VRIH may request changes to the delivery item or agreed-upon service even after the conclusion of the contract, provided it is reasonable for the supplier. In such cases, the effects for both parties, especially regarding additional or reduced costs and delivery dates, must be adjusted appropriately.

2.7. Upon conclusion of the contract, the supplier undertakes to provide the service in accordance with the contract and on time.

2.8. The interpretation of International Commercial Terms is based on Incoterms 2020.

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3. Deadlines, Delivery Delays, Transfer of Benefit and Risk, Delivery Documents, Subcontractors, Packaging

3.1. The specified delivery dates are binding and represent the arrival date at the place of fulfillment. Transport times are to be considered by the supplier. When a calendar week is agreed upon as the delivery date, Friday of that week is the final delivery date.

3.2. Any delays in deadlines must be immediately communicated to VRIH in writing upon awareness.

3.3. Partial or advance deliveries are only permissible with the written consent of VRIH.

3.4. Exceeding the agreed delivery period puts the supplier in default. In case of delivery delays, VRIH is entitled to charge a contractual penalty of 0.2% of the net value of the delayed delivery per working day, but no more than 5% of the value of the goods. Beyond this, other claims for damages remain unaffected. In all other respects, legal regulations apply.

3.5. The transfer of benefit and risk occurs after acceptance of the delivery at the place of fulfillment. If the agreed accompanying documents are not present, VRIH is entitled to store the delivery at the supplier's risk and expense until they arrive or to reject the shipment.

3.6. Unless otherwise agreed in writing, the place of performance for the supplier's delivery obligation is the delivery location specified in the order; for all other obligations, it is the registered office of the ordering VRIH company.

3.7. All delivery documents must include the VRIH order number, the consignee, the exact article definition, and the actual delivered quantity.

3.8. For deliveries of raw materials and if requested by VRIH, the usual or specified certificates of origin, properties, and qualities must be attached. If the certificates are not provided with the delivery, VRIH is entitled to carry out corresponding tests at the supplier's expense by third parties.

3.9. The complete or partial transfer of orders/contracts to third parties or the change of an existing subcontractor is not permissible without the prior written consent of VRIH.

3.10. The packaging is done by the supplier and at their expense. The supplier is liable for damages during transport due to inadequate packaging. The supplier is obliged to use environmentally friendly packaging. Furthermore, the supplier is obliged to take back used, completely emptied packaging free of charge.

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4. Price and Payment Terms

4.1. The prices agreed upon in writing apply. Unless otherwise agreed in writing, the prices are fixed prices and DDP (delivery address) including packaging but excluding value-added tax.

4.2. Payment terms start with the receipt of a complete, proper, and auditable invoice but not before the receipt of the complete delivery (including documentation) or acceptance of the service.

4.3. Offset and retention rights are available to VRIH to the extent permitted by law. In the event of deadline overruns, VRIH may charge corresponding additional costs to the supplier's account (e.g., customer charges, transport invoices for special transports, etc.). The supplier may only offset undisputed or legally established counterclaims. The supplier is only entitled to retention rights to the extent that they are based on the same legal transaction.

4.4. Unless otherwise agreed, VRIH pays invoices for goods and services within 90 days from the date of issue, or within 10 days with a 3% discount.

4.5. Payment of invoices does not constitute acceptance of the goods and/or services to be delivered. Warranty claims can be asserted even after payment.

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5. Goods Receipt Inspection, Defects, and Warranty

5.1. The acceptance of the delivery is subject to inspection for freedom from defects, as far and as soon as this is advisable in the ordinary course of business. This only includes the identity, completeness, and externally visible defects of the goods. In this respect, the supplier waives the objection of a belated complaint of defects.

5.2. The legal provisions on material and legal defects apply, unless otherwise regulated below.

5.3. Material and legal defects expire in 36 months unless longer periods are legally required. The limitation period begins with the delivery of the goods. For rectification services performed within the limitation period, the limitation period starts anew when the supplier has completely fulfilled the rectification claims.

5.4. If the supplier does not fulfill its obligation to remedy defects within a reasonable period set by VRIH or refuses to remedy the defect before the deadline expires, VRIH can remedy the defect itself and demand reimbursement of the necessary expenses. If the supplier's rectification attempts fail, no deadline needs to be set.

5.5. In urgent cases, VRIH is entitled to remedy the defect at the supplier's expense or have it carried out by a third party to ward off immediate dangers or avoid greater damage if a request for rectification by the supplier is unreasonable due to urgency. VRIH undertakes to inform the supplier immediately about such warranty cases and the nature and scope of the urgent measures taken.

5.6. The supplier bears the costs incurred for inspection and rectification in connection with the goods/services provided by the supplier and also for deliveries or ancillary services by third parties, in accordance with economic and legal possibilities. The supplier is obliged to use environmentally friendly products and processes in its deliveries/services and also in deliveries or ancillary services by third parties within the economic and legal possibilities. The supplier is liable for the environmental compatibility of the delivered products and packaging materials and for all consequential damages resulting from the violation of its obligations in this regard.

5.7. The supplier undertakes to comply with the applicable relevant legislation on product safety (e.g., Machinery Directive 2006/42/EC) and to provide the required conformity declarations and related documentation. All technical work equipment must comply with generally recognized rules of technology and the applicable occupational safety and accident prevention regulations, and must be equipped with the corresponding safety devices against accidents and occupational diseases. In case of doubt, the occupational safety and accident prevention regulations at the place of fulfillment apply.

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6. Product Liability

6.1. The supplier fully indemnifies VRIH from all claims by third parties that are raised against VRIH based on product liability and similar standards in connection with the goods and/or services supplied by the supplier.

6.2. VRIH reserves the right to assert corresponding claims against the supplier under relevant product liability laws.

6.3. VRIH undertakes to promptly inform the supplier of any claims made by third parties.

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7. Third-Party Intellectual Property Rights

7.1. The supplier guarantees that its deliveries and services are free from third-party intellectual property rights.

7.2. In the event of an infringement of intellectual property rights despite contractual use by VRIH or its customers, the supplier is obliged to promptly obtain the necessary rights from the owner of the intellectual property rights at its own expense.

7.3. The supplier will indemnify VRIH and its customers from all claims by third parties due to alleged infringement of intellectual property rights upon first request. The supplier must also reimburse VRIH or its customers for all expenses incurred in connection with claims by third parties.

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8. Intellectual Property / IP Rights / No Corporate-Like Legal Relationship

8.1. The supplier has no retention rights to drawings, models, patterns, and tools, as well as to designs, software, algorithms, know-how, and all other protected rights provided by VRIH or owned by VRIH. They are to be returned to VRIH at any time upon first request. Duplication, other use, or use for or by third parties is only permissible with the prior written consent of VRIH.

8.2. Change notifications are sent to the supplier in writing. In the case of drawing changes (new index), the old drawings must be destroyed and replaced with the new ones.

8.3. The supplier acknowledges VRIH's unlimited ownership of drawings, models, patterns, and tools, as well as designs, software, algorithms, know-how, and all other protected rights provided by VRIH or owned by VRIH, and undertakes to label them (where possible) appropriately (e.g., plaque 'Property of VRIH'). These rights remain fully with VRIH. In particular, no license rights are granted without explicit separate written agreement.

8.4. The conclusion of supply or service contracts with the supplier does not create a partnership or corporate-like legal relationship.

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9. Confidentiality

9.1. The supplier undertakes to treat any information provided by VRIH as confidential.

9.2. Information may not be disclosed to third parties in whole or in part.

9.3. The confidentiality obligation does not apply to information that was already known to the supplier, lawfully acquired by third parties, generally known, or part of the state of the art, or released by VRIH.

9.4. Technical and commercial information from VRIH may only be used by the supplier within the scope of cooperation with VRIH.

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10. Data Protection

10.1. Both parties adhere to data protection rules, especially when granted access to the operations or to the hardware and software of the other party. The parties do not intend to process or use personal data on behalf of the other party. Rather, the transfer of personal data only occurs in exceptional cases as a secondary consequence of the contractual services of the parties. Personal data will be treated by the parties in accordance with applicable data protection regulations.

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11. Export Control

11.1. The supplier is obligated to inform VRIH about approval requirements or restrictions on (re-)exports of its deliveries in accordance with the regulations of the country of origin of its deliveries or any intermediate trade countries in its business documents, and to provide the following information for deliveries subject to approval before the first delivery to VRIH:

• Goods description
• All applicable export control numbers (including the Export Control Classification Number according to the US Commerce Control List [ECCN])
• Trade policy origin of goods
• Statistical goods number according to the applicable code (e.g., HS code)
• Contact person in his company for clarification of any queries.

11.2. The supplier is obligated to promptly inform VRIH of any changes in the approval requirements of its deliveries due to technical, legal changes, or official findings.

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12. Compliance

12.1. The supplier undertakes, within the business relationship with VRIH, neither to offer nor grant advantages or demand or accept them in commercial transactions or dealings with public officials that violate applicable anti-corruption regulations.

12.2. The supplier undertakes, within the business relationship with VRIH, not to enter into agreements or coordinated behaviors with other companies that aim to or have the effect of preventing, restricting, or distorting competition in accordance with antitrust regulations.

12.3. The supplier assures compliance with the respective laws regulating the general minimum wage within the business relationship and undertakes to obligate subcontractors in the same way. In the event of a violation of the above assurance, the supplier indemnifies VRIH from claims by third parties and is obliged to reimburse fines imposed on VRIH in this context.

12.4. The supplier will comply with the respective legal regulations regarding supply chains, treatment of employees, environmental protection, and occupational safety, and will work to reduce adverse effects on people and the environment in its activities. In particular, all substances delivered to VRIH that are subject to REACH registration by the supplier will be registered by the supplier. Furthermore, the supplier guarantees compliance with applicable conflict mineral legislations (e.g., EU Conflict Minerals Regulation).

12.5. In the event of serious legal violations by the supplier or violations of the provisions in 12.1 to 12.4, VRIH reserves the right to withdraw from existing contracts or terminate them without notice.

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13. Other Provisions

13.1. Publications about the subject matter of a contractual relationship with VRIH require prior written consent from VRIH.

13.2. The supplier undertakes that deliveries comply with the applicable relevant legislation. In the event of a violation of such provisions, the supplier must indemnify and hold VRIH harmless from all claims by third parties, including authorities.

13.3. Changes or additions to these GTCs are only valid if made in writing.

13.4. Should provisions of these GTCs be or become invalid, this does not affect the validity of the remaining provisions.

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14. Applicable Law and Jurisdiction

14.1. These GTCs and all contracts and declarations concluded and issued by VRIH are subject to Swiss law without its conflict of law provisions and without the provisions of the Vienna UN Convention of 11.4.1980.

14.2. The place of jurisdiction for all disputes in connection with these GTCs, contracts, and declarations of VRIH, as well as deliveries to VRIH, is the registered office of the VRIH company affected by the respective dispute.

14.3. VRIH is entitled to sue the supplier at its place of business or at the place of performance.