General Terms of Sale
Section 1 - General
1.1 All articles and services supplied by companies in the Voith Group
with registered offices in Switzerland (hereinafter referred toindividually and collectively as the „Seller“) shall be subject to these
General Terms of Sale and to any separate contractual agreements.
Any differing terms and conditions of purchase of the purchaser shallnot become part of the contract either when an order is accepted orif they are not objected to.
1.2 unless otherwise expressly agreed, a contract shall be concluded
when the Seller issues his written confirmation of the order. Written
form shall also include confirmations sent in textform by datatransfer(e.g. e-mail), electronic signature via signature programs such as
DocuSign, AdobeSign or fax.
1.3 If clauses customary in the trade are agreed, the rules oninterpretation of them as defined in the latest version of Incoterms shallapply, unless otherwise specified in the following.
1.4 Documents, such as illustrations, drawings and information on
dimensions and performance shall only be approximately authoritative
and are not considered to be warranted characteristics or guarantees,
unless they are expressly designated as binding.
1.5 The Seller reserves ownership of and copyrights to samples, costestimates, drawings and the like, and to information embodied in atangible or intangible manner, including in electronic form. This
information shall be used only for contractual purposes and shall not
be edited, reproduced, or made available to a third party without theconsent of the Seller. The Seller shall make documents designated asconfidential by the purchaser available to a third party only with theconsent of the purchaser.
Section 2 - Prices and payment
2.1 Unless otherwise agreed, the prices shall not be deemed to be
fixed prices. For services ordered by the purchaser, which are notcovered by the original order, there is a right to additional, appropriate
remuneration. Unless agreed separately, the prices shall be ex worksof the Seller and shall include loading at the works, but not include
insurance costs, packaging, unloading and all other auxiliary costs.
Value-added tax shall be added to the prices at the respective
statutory rate.
2.2 The Seller shall be entitled to adjust the contractually agreed priceif changes in the amount of at least 1.5 % have occurred with regard
to (i) the wage costs by law, regulation, collective agreement,
company agreements or (ii) other cost factors necessary for the
performance of the service such as procurement costs of thematerials used, e.g. due to changes in the national or world market
prices for raw materials, exchange rates since the conclusion of thecontract. The adjustment shall be made to the extent that the actual
production costs at the time of conclusion of the contract change
compared to those at the time of the actual performance of theservice. A price adjustment for the period in which the Seller is indefault through his own fault is excluded.
2.3 Costs for travel, daily and overnight allowances are charged
separately. Travel times are considered as working hours.
2.4 Unless separately agreed, payments shall be made without
deduction to the Seller’s account, namely:- a down-payment of one third of the price when the order is placed,- one third of the price payable when half the delivery period expires,- the remainder payable upon delivery or upon notification ofreadiness for shipment if delivery is not possible immediately after
completion for reasons for which the Seller is not responsible.
2.5 Unless otherwise specified in the acknowledgement of order,
payments shall be due net (without deduction) within 30 days of theinvoice date. The statutory provisions regarding the consequences ofdefault in payment shall apply.
2.6 The purchaser shall be entitled to offset his counterclaims only ifthey have been ruled on finally or have been acknowledged by theVoith General Terms of Sale | Switzerland | national | Version 03/2024

Seller.
Section 3 – Cooperation obligations of the Purchaser
3.1 The purchaser shall perform all duties to cooperate vis-à-vis the
Seller in such a timely manner that the Seller can deliver or perform in
due time.
3.2 Unless otherwise agreed, the purchaser shall be responsible forobtaining the required permits at its own expense.
3.3 To the extent requested by Seller, purchaser shall make available
to Seller, free of charge and for the time of performance, lockable,
closed rooms not accessible to third parties for the stay of Seller's
employees and for the storage of tools and materials.
Section 4 - Delivery period, delay in delivery, force majeure
4.1 The delivery period shall be as agreed by the parties. To allow it
to commence and to be observed by the Seller, all commercial andtechnical questions must first be clarified, and the purchaser musthave fulfilled all his obligations, such as furnishing of the necessary
official certificates or approvals or making of a down-payment.
If this is not the case, the delivery period shall be extended
commensurately. This shall not apply if the Seller is responsible for thedelay.
4.2 The delivery period shall be deemed to have been observed if thearticle to be supplied is ready for loading or the services are indicatedready for acceptance by the time the delivery period expires. If
acceptance is contractually required, the contractually specified
acceptance deadline, or alternatively the time at which notification ofreadiness for acceptance is given, shall be binding, except in the casewhere the purchaser justifiably refuses acceptance.
4.3 If ready for shipment declarations or acceptance of the article tobe supplied is delayed for reasons for which the purchaser is
responsible or if the purchaser violates other duties of cooperation on
his part, the Seller shall be authorised to demand compensation forthe losses he has incurred in this regard, including any additional
expenses. Without prejudice to further claims, the Seller can otherwise
dispose of the article to be supplied after he has set a reasonable
period of grace and this has expired without remedy, in particular store
the article to be supplied at the risk and expense of the purchaser
and/or supply the purchaser within a reasonably extended period.
4.4 If a failure to observe the delivery period is due to force majeure,such as natural disasters, epidemics, pandemics, war, armed
conflicts, civil war, revolution, terrorism, sabotage, cyberattacks,
nuclear/reactor accidents, embargo/sanctions or similar restrictions,labour disputes shortage of raw materials, materials, components andmeans of transport or other events that are outside the Seller’s
control, the Seller shall be discharged from his performanceobligations for the duration of the event and the delivery period shallbe extended appropriately. Effects and/or restrictions arising from orin connection with an event of force majeure (e.g. travel restrictions,border closures, transport restrictions or delays, plant closures, etc.)
which make it impossible or unreasonably difficult to comply with thedelivery or performance time, shall be deemed to be an force majeure
event within the meaning of Section 4.4. The Seller shall inform thepurchaser of when such circumstances start and end within areasonable time after becoming aware of them. If the force majeure
event or multiple force majeure events lasts for more than 6 months,
the Seller shall also be authorised to terminate the contract. In case ofdelay - due to force majeure - the purchaser is not entitled to makeany monetary claims against the Seller.
4.5 If the Seller is in delay and the purchaser incurs losses as a result,the latter shall be authorised to demand lump-sum compensation forthe losses due to such delay. This shall be 0.5% of the value of thatpart of the overall delivery that cannot be used on time or inaccordance with the contract because of the delay, for each full weekof the delay but a maximum total amount of 5% of said value.
If the Seller is in delay and the purchaser grants him a reasonable

1|4period to perform his obligation – considering the statutory exceptions– and if this period is not observed for reasons for which the Seller is
responsible, the purchaser shall be authorised to rescind the contract
within the framework of the statutory provisions.
Further claims of the purchaser towards the Seller from delay indelivery shall be excluded within the framework of Art. 100 para. 1 of
the Code of Obligations (OR).
Section 5 - Transfer of risk, acceptance, packaging
5.1 Unless otherwise agreed individually, risk shall pass to thepurchaser upon the start of loading of the parts to be supplied at the
Seller’s works, even if partial deliveries are made or the Seller has
assumed other services, such as shipping cost or delivery andinstallation. Subject to any different agreements, the obligation to load,
stow and secure the supplied article safely during transport andunload it is the responsibility of the purchaser and his freight
forwarding agent, freight carrier or agent making the collection; heshall also have an obligation to provide and make available at his own
expense appropriate securing devices.
5.2 If acceptance has been agreed, this must be conducted
immediately at the agreed time, alternatively after the Seller has given
notification that the object is ready for acceptance. The purchaser
cannot refuse acceptance due to an insignificant defect, provided theSeller acknowledges his obligation to remedy the defect.
5.3 If shipment or acceptance is delayed or not performed due tocircumstances not attributable to the Seller, the risk of accidental loss
or accidental deterioration of the article to be supplied shall pass tothe purchaser from the day on which notice is given of its readinessfor shipment or acceptance. The Seller undertakes to take out
insurance requested by the purchaser, such as transport insurance,at the expense of the purchaser. In case of default of acceptance by
the purchaser, the Seller shall be entitled to charge a storage fee.
5.4 Partial deliveries shall be permitted if this is reasonable for thepurchaser.
5.5 Transport and other packaging shall be taken back at the costand expense of the purchaser. The place of return of packaging is the
Seller's factory gate.
Section 6 - Retention of title, assignment of claims, withdrawal
6.1 The Seller shall retain his title to the supplied article until all claims
have been settled, the respective outstanding balances to which theSeller is entitled to as part of the business relationship with thepurchaser (overall retention of title). If the destination state of thearticles is in Switzerland, the Seller shall be entitled to have theretention of ownership registered in the retention of ownershipregister. If the destination country of the articles is outside Switzerland
and if the validity of the retention of title in the destination country of
the articles requires an entry in a register or a similar procedure, theSeller shall be entitled to have the retention of title registered and takeany action required for the validity of the retention of ownership, withthe purchaser providing any cooperation required.
6.2 The purchaser shall be obliged to treat the delivered article subject
to retention of title (retained articles) with care; in particular, he shallbe obliged at his own expense to insure it adequately against theft,breakage, fire, water, and other damage at the reinstatement value.
The Seller shall be authorised to take out this insurance at the expenseof the purchaser if the purchaser has demonstrably not taken it out.
6.3 If the retained articles are combined with other objects such thatthey become an essential part of another object, the Seller shall obtainco-ownership of the other object. If a new object is produced by
combining or processing of the retained articles, the Seller shall always
acquire a corresponding right of co-ownership.
6.4 The purchaser shall be authorised to resell the retained articles in
the normal course of business. If the retained articles that have been
supplied or produced in accordance with Section 6.3 are sold, thepurchaser hereby assigns the claims against his purchasers from thesale (total sum invoiced including value-added tax) or a corresponding
part thereof, along with all secondary rights, to the Seller until thelatter’s claims have been settled in full. The purchaser is obligated toprovide the Seller with a copy of the invoice in respect of the resale
without delay.
6.5 The purchaser shall remain authorised to collect the claim
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assigned pursuant to Section 6.4; the Seller’s authorisation to collectthe claim himself shall remain unaffected thereby. The Seller shall notcollect the claim if the purchaser meets his payment obligations fromthe collected amounts, is not in arrears with payment or has notdiscontinued payment, and an application for instigation of insolvency
proceedings, administration of an insolvent estate or similar procedure
has not been filed against the purchaser with a view to general
execution.
If one of the above situations applies, the Seller can demand that thepurchaser disclose the claims assigned to the Seller as security andprovide all details and documents required to collect them.
6.6 If the purchaser acts in breach of contract, if he is in arrears withpayment, the Seller shall be authorised to take back the supplied
articles after issuing an unsuccessful warning. This, like any levy of
execution on the articles by the Seller, shall not constitute a rescissionof the contract by the Seller.
6.7 An application to instigate insolvency proceedings, administrationof an insolvent estate or similar procedure with a view to general
execution or the rejection of such an application due to insufficient
assets, shall authorise the Seller, upon its choice (i) (in case of therejection of such an application) to rescind the contract and otherwise
to demand immediate surrender of the supplied article or (ii) to provide
further contractual obligations conditional upon advance paymentperformance. The choice of the latter does not bar the remedy of theSeller to rescind the contract later.
Section 7 - Liability for defects
The Seller shall be liable for defects and legal imperfections in title tothe exclusion of further claims – subject to Section 8 – as follows:
7.1 Material defects
7.1.1 Details given by the Seller about the properties of the article tobe supplied are the result of his measurements and calculations andshall be the article’s agreed nature, but not its warranted qualities orguarantees within the meaning of Article 197 of the Code ofObligations (OR).
7.1.2 The purchaser can assert claims due to a material defect only if
he has properly fulfilled his obligations to examine the supplied article
and to give notice of defects in accordance with Article 201 of theCode of Obligations (OR) and Section 7.1.3 below. Notices of defects
and complaints of any kind are to be given in writing by entrepreneurial
customers to the Seller within the statutory period, with as exact a
description of the defect as possible and an indication of the possible
causes, otherwise the warranty claims will be forfeited. If no complaint
is made, the article shall be deemed to have been approved.
7.1.3 All parts that prove to be defective because of circumstances
before the transfer risk shall, at the discretion of the Seller, be repairedor resupplied free of charge. Such defects shall be reported to theSeller clearly and in writing as soon as they are discovered. Replacedparts shall become the property of the Seller.
7.1.4 The purchaser must prove that the defect was already present
at the time of transfer of risk.
7.1.5 The Seller’s liability for material defects in essential third-party
products, which are an integral part or accessories of the supplied
articles, shall be limited to assignment of the claims for material
defects of the Seller against his supplier. If the assigned claims formaterial defects are not settled, the claims of the purchaser against
the Seller due to material defects shall be revived.
7.1.6 Following agreement with the Seller, the purchaser shall give
the Seller the required time and opportunity to make all the repairs andto supply such replacements as the Seller deems necessary;otherwise, the Seller shall be discharged from liability for the resultant
consequences. The purchaser shall have the right to rectify the defecthimself or have it rectified by a third party and demand compensation
for his necessary expenses from the Seller only in urgent cases of risk
to safety; the Seller shall be informed immediately thereof.
7.1.7 Of the direct costs incurred because of repair or delivery of a
replacement, the Seller shall – provided the complaint proves to bejustified – bear the costs of the repair work and/or the replacement
item (material- and workmanship costs), including the cost of shipping
it to the place of performance. The Seller shall also bear thereasonable costs of removing the defective part supplied and the2|4costs of installing the replacement article if installation of the part thatlater became defective was originally part of the contract due from theSeller. The acceptance of further costs incurred by the Seller inconnection with rectification or replacement delivery shall be expressly
excluded.
7.1.8 Within the framework of the statutory provisions, the purchaser
shall have the right to rescind the contract if the Seller fails to remedy
a material defect by a reasonable period of time set for him to repair
the article or supply a replacement where non-compliance within the
additional period is due to circumstances which can be attributed to
the Seller but not in cases of force majeure or similar instances. If thedefect is only insignificant and the Seller has failed to remedy thedefect by a reasonable period set for him to repair the article or supply
a replacement, the purchaser shall merely have a right to a reductionin the contractual price.
7.1.9 The Seller shall not be liable for defects that are attributable tomeasures or designs expressly demanded by the purchaser or that
occur in materials or products which have been provided by thepurchaser or whose use the purchaser has expressly demanded
contrary to the Seller’s advice. No liability shall be assumed in thefollowing cases:
Unsuitable or improper use or incorrect installation or commissioning
by the purchaser or a third party; failure to use original parts andmaterials; normal wear and tear; incorrect or negligent handling;
improper maintenance; unsuitable operating supplies; faulty
construction work; unsuitable subsoil; failure to back up or inadequatebacking up of data by the purchaser; failure to check or inadequate
checking of programs and data for computer viruses (as defined in
Section 10.3) by the purchaser; unusual effects of any kind (e.g.
vibrations from other assemblies, ingress of foreign matter); corrosion(e.g. through halogens); chemical, electrochemical or electricalinfluences – unless the Seller is to blame for them; violation by thepurchaser of the obligations described in Section 7.2.4.
7.1.10 If the purchaser or a third party carries out repairs improperly,
the Seller shall not be liable for the resultant consequences.
The same shall apply to changes to the supplied article that have been
made without the prior consent of the Seller.
7.1.11 The title of articles or services complained about shall passback to the purchaser, if this is feasible. The purchaser shall beobliged to return the defective part at its cost and expense to the Seller
at the request of the Seller.
7.1.12 Subject to Section 9.2, the above warranty provisions shallapply accordingly to rectification of defects.
7.2
Legal imperfections in title; Export control
7.2.1 If use of the supplied article results in the infringement of industry
property rights such as patents or copyrights of third parties, the Seller
shall in principle and at his own expense obtain the right for thepurchaser to continue using it or modify the supplied article in a waythat the purchaser can reasonably be expected to accept so that theproperty right is no longer infringed.
If this is not economically feasible or not possible within a reasonable
period, the purchaser shall be authorised to rescind the contract. If
said conditions exist, the Seller shall also have the right to rescind thecontract.
Moreover, the Seller shall – if he is to blame – indemnify the purchaser
against claims of the owner of the property rights that are undisputed,
or have been ruled on finally and conclusively.
7.2.2 Subject to Section 8, the Seller’s obligations specified in Section
7.2.1 shall be final in relation to the infringement of proprietary rights
or copyrights.
These obligations shall exist only if- the purchaser informs the Seller as soon as infringements ofproprietary rights or copyrights are claimed,- the purchaser assists the Seller to a reasonable extent in
defending against the claims or enables the Seller to make themodifications as stated in Section 7.2.1,- the Seller retains the right to undertake all defensive measures,
including out-of-court settlement,- the legal imperfection in title is not attributable to an instruction by
the purchaser or to the fact that the infringement only occurred
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because of combination of the supplied article by the purchaser
with products or deliveries outside the Seller’s scope of supply,and- the infringement has not been caused by the fact that thepurchaser has modified the supplied article on his own or used it
in a way not in conformity with the contract.
7.2.3 The Seller does not warrant that the end products manufactured
on the supplied article, including the manufacturing process used, arefree of third-party property rights.
7.2.4 If the purchaser intends to export or transfer the supplied article
to a country or territory against which the United Nations, theEuropean Union or the United States of America has imposed or
implemented an embargo or any other export or re-export restrictions
or intends to use the supplied article in such country or territory, thepurchaser shall notify the Seller of the same in writing before thecontract is entered into. If the purchaser adopts such an intention after
the contract is entered into, such export, transfer or use shall be
subject to the Seller's prior written approval. Notwithstanding anything
to the foregoing, the purchaser represents and warrants that it willcomply (i) with all Swiss, EU and UN export control regulations
including embargoes and other sanctions and (ii) with all other foreignexport control regulations including embargos and other sanctions
provided that Switzerland, the EU or the UN have enacted similar
regulations, embargos or other sanctions targeting the same
countries. If the supplied article is resold by the purchaser, the lattershall enter agreements to ensure that the obligations set forth in thissection are transferred through to the entire delivery chain and to thefinal customer ultimately holding the supplied article. In the event of aviolation of the obligations set forth in this Section 7.2.4, the Seller
shall be entitled to terminate the contract with immediate effect.
Section 8 - Liability
8.1 Irrespective of whether the Seller is at fault before or after
conclusion of the contract, the Seller shall only be liable for damage
to the supplied article itself and limited to the amount of the invoice
amount for the respective supplied article, unless an exception
pursuant to Section 8.2 applies.
8.2 The Seller shall be liable for damage not caused to the supplied
article itself – on whatever legal grounds, including liability for auxiliary
personnel and tort – only
- if he has acted with intent,- if he has been grossly negligent,- in the case of defects, the Seller has concealed with intent todeceive,- in the case of defects, a mandatory legal liability exists.
8.3 The Seller shall not be liable for indirect damage, loss of profit, lossof production, loss of interest, failure to make savings, consequential
damage, and financial loss, for damage arising from third-party claims
and for the loss of data and programmes and their recovery, unless
an exception pursuant to § 8.2 applies.
8.4 Further claims for damages – on whatever legal grounds – shallbe excluded. If liability for damages on the part of the Seller is
excluded or limited, this shall also apply to personal liability fordamages on the part of the Seller’s employees.
Section 9 - Limitation of actions
9.1 All claims of the purchaser – on whatever legal grounds – shallbecome statute-barred insofar as they are not asserted within 12
months from the due date. The statutory periods of limitation shallapply to intent or intent to deceive, culpable injury to life, body orhealth and claims under the applicable Product Liability Law. Defects
in a building or in supplied articles that have been used for a buildingin accordance with their customary usage and have caused the defectin the building shall be subject to a limitation period of 3 years.
9.2 If, as part of rectification of a defect, the purchaser obtains rights
in relation to defects, all defect claims become statute-barred 12months from delivery date and the purchaser’s knowledge of theinfringing party and damage. For new rights in relation to defects, allclaims arising from these rights shall become statute-barred at thelatest 6 months from when the defect was rectified whereby suchclaims shall exclusively be limited to defects that arise directly inconnection with the rectification of the defect.
3|4Section 10 - Use of software
10.1 If software is supplied, the purchaser shall be granted a nonexclusive right to use it and its documentation. It shall be provided foruse on the intended object supplied. The software shall not be usedon more than one system.
10.2 The purchaser shall reproduce, revise, compile or translate thesoftware or convert it from object code to source code only to theextent permitted by Copyright Law (UrG). The purchaser undertakes
not to remove manufacturer's data – in particular copyright notices –or to change them without the Seller’s prior written consent.
All other rights to the software and documentation, including copies
thereof, shall remain with the Seller or the software supplier.
Sublicensing of it shall not be permitted.
10.3 Before providing the software to the purchaser, the Seller shalluse state-of-the-art, up-to-date protection measures to check it forcomputer viruses, Trojan horses, virus hoaxes and similar programs,
program parts and malicious functions that may result in loss or
falsification of data or programs or impairment of systems or parts ofthem (hereinafter referred to as “computer viruses”). Nevertheless, it
is not possible to rule out the risk that the software contains unknown
or mutated computer viruses or that such viruses may enter an(operating or control) system of the purchaser later and possibly
change or delete program data of the software or other data or
programs or impair systems.
10.4 Consequently, the purchaser himself shall likewise takemeasures to protect against computer viruses and other destructive
data. The purchaser shall be obliged to test whether the supplied
software or files are infected with computer viruses before executing
the software or opening the files. This shall also apply to software thepurchaser wishes to use as part of his (operating or control) systems,
where the functionality of the Seller’s software may be affected
thereby.
10.5 The purchaser shall be obliged to back up data himself on aregular basis to prevent loss of it because of computer viruses. If data
is lost or manipulated, the Seller shall be liable only for the cost
involved in restoring the correct data if the purchaser has backed it up
properly.
Section 11 - Applicable law, place of jurisdiction
11.1 In addition to these provisions the substantive law of Switzerland
shall apply to all legal relationships between the Seller and thepurchaser without applying conflicting legal regulations and theregulations of the United Nations Convention dated 11 April 1980 on
the international sale of goods (CISG).
11.2 Any dispute, controversy or claim arising out of or in relation to
the contractual relationship between the Seller and the purchaser,
including the validity, invalidity, breach, or termination thereof, shall be
subject to the exclusive jurisdiction of the ordinary courts in Bern,
Switzerland.
Section 12 - Final provisions
12.1 The Seller shall be entitled to store, transfer within the Seller'scountry and abroad, use, alter and erase data related to persons asgiven by the purchaser in the course of business. The purchaser shallherby be notified of this.
12.2 Unless otherwise specified in the acknowledgement of order, theplace of performance for the parties’ mutual obligations from thecontractual relationship shall be the place of the Seller’s registeredoffices. This shall also apply if clauses customary in the trade havebeen agreed.
12.3 Should individual parts of these General Terms of Sale be invalid,
this shall not affect the validity of the remaining parts.
12.4 Declarations serving to establish, safeguard or exercise rights
shall not be valid unless given in writing. Written form shall also include
declarations sent in textform by data transfer (e.g. e-mail), electronic
signature via signature programs such as DocuSign, Adobe Sign orfax, unless the written form is mandatory according to applicable law.
12.5 The purchaser shall not assign his contractual rights to a third
party without the written consent of the Seller. The Seller may transfer
his contractual rights to third parties at any time, unless the third
parties are direct competitors of the purchaser. In the latter case, thewritten consent of the purchaser is required.
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12.6 If the Seller provides installation, commissioning, maintenance,
repair or similar services, the relevant special terms and conditions of
the Seller shall apply additionally and with precedence.

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