Terms and Conditions

General terms and conditions of Salzgeber AG Winterthur

These terms and conditions can be found on the Internet at www.salzgeberag.ch

1.1 Change means a modification to the design, drawings, specifications, shipping instructions, delivery terms, or other documents that are part of the Contract. This includes any alterations, additions, or deletions to any part of the deliverable.

1.2 Change Order refers to documents mutually agreed upon by the authorized representatives of the purchaser and the supplier after a change has been requested. These documents specify changes to the contract price, details, delivery schedules, warranties, delivery periods, etc.

1.3 Confidential Information includes proprietary or confidential data not publicly available. This may involve prices, terms and conditions, documents, specifications, plans, or drawings.

1.4 Contract encompasses the terms and conditions within this document, along with:

• (i) any additional terms and conditions stated in the Supplier’s written quotation,
• (ii) any specifications, drawings, or other documents referred to in the Supplier’s quotation,
• (iii) documents pertaining to change orders, and
• (iv) the order, in the event it is placed.

1.5 Contract Price is the total amount specified in the order. For services billed on an hourly basis, the contract price is determined by the hourly rates stated in the order.

1.6 Delivery Date is the date agreed upon by both parties for the completion of the deliverable under the contract or any date amended according to these General Conditions of Sale.

1.7 Deadline is the date when the order is confirmed in writing by the Supplier or, if the contractual documents are signed by both parties, the date of the final signature.

1.8 End User refers to the ultimate user and/or owner of the Deliverable.

1.9 Export Goods comprise all goods or services, including raw materials, software, services, or technology, included in the supplier’s scope of delivery and services, intended for export in compliance with the contract.

1.10 Liquidated Damages signifies an amount explicitly defined in the contract to be paid by the supplier as compensation for estimated damages the purchaser might incur in case of a breach of the contract, particularly due to non-compliance with delivery dates or performance guarantees. The predetermined compensation is agreed upon in advance and is not considered a contractual penalty.

1.11 Party or Parties denotes the purchaser, supplier, or both, depending on the context.

1.12 Order refers to the documents issued by the customer for the purchase of the deliverable, as confirmed in writing by the supplier.

1.13 Orderer is the party defined in the Order as the Orderer or, if not specified, the party executing the Order.

1.14 Offer represents the proposal made by the supplier for the delivery of the deliverable.

1.15 Delivery Item includes the goods and/or services to be provided in accordance with the contract.

1.16 Services denote on-site services such as installation and assembly.

1.17 Supplier refers to Salzgeber AG, the entity that has accepted the order.

1.18 General Terms and Conditions of Sale are these General Terms and Conditions of Sale of Salzgeber AG.

1.19 Warranty Period specifies the period as defined in Article 2.

2 . General

3. Delivery

3.1 The supplier takes commercially reasonable precautions to ensure that the delivery item can be delivered on the delivery date. The delivery date is adjusted if a delay is based on one or more of the following events: (l) force majeure, (ll) change order, (lll) the purchaser’s default in fulfilling a contractual obligation, (lV) delay caused by the end user or another party commissioned by the purchaser, (V) the purchaser’s delay in providing documents or approving the supplier’s documents.

3.2 In any case, the supplier assumes no responsibility for a delay caused by a sub-supplier designated by the purchaser or end user.

3.3 Except in cases of force majeure, the purchaser shall reimburse the supplier for the costs of additional or special transports, storage, and/or administrative fees resulting from the delay if the reasons for the delay are attributable to the supplier.

3.4 If the supplier exceeds the delivery date by more than two (2) calendar weeks (tolerance period) for reasons directly attributable to the supplier or its sub-suppliers, and provided that the order explicitly specifies a fixed sum for damages for such a delivery delay, the purchaser is entitled to demand from the supplier the agreed fixed sum for damages in the order to the extent provided.

4. Force Majeure

4.1 The Supplier shall not be liable for any non-performance, loss, damage, or delay resulting from war, riot, fire, flood, strike, or work stoppage, government actions, including export restrictions such as embargoes, natural disasters, actions of the purchaser, its customer, or the end user, transport delays, the inability to obtain necessary labor or materials from usual sources, or other reasons beyond the normal control of the supplier. In the event of a delay for any of the stated reasons, the delivery date or the time for the termination of the Services will be extended to the extent necessary to account for the time lost due to such disruptions. Payment dates are not affected by force majeure events. If the circumstances of force majeure last longer than six (6) months, both the supplier and the purchaser are entitled to terminate the contract by giving written notice to the other party with seven (7) days‘ notice.

4.2 The Supplier is entitled to compensation for the additional costs caused by the interruption or, in the event of termination, for the work carried out up to the time of termination and the costs of supplies, which cannot be reversed free of charge. The customer is entitled to receive the work and supplies for which they have paid.

5. Transfer of Ownership and Risk

5.1 Unless prohibited by applicable mandatory laws, ownership of the delivery item passes to the purchaser after the supplier has received the full contract price.

5.2 The risk of loss or damage to the delivery item transfers from the supplier to the purchaser after delivery in accordance with the applicable delivery conditions.

6. Price and Payment

6.1 The Supplier is entitled to payment of the contract price on the dates specified in the order or the relevant change order. For work carried out on a time basis, the price is determined based on the hourly rates specified in the order. If no hourly rates have been agreed upon, the hourly rate calculated by the supplier for other customers and comparable work will apply. The contract price (or parts thereof) is exclusive of value-added, sales, consumption, and expense taxes or comparable taxes and duties.

6.2 All payments are to be made net, without any deductions, within thirty (30) days of the invoice date. The terms of payment are based on the order or a relevant change order or, if not regulated therein, on the offer. If neither the purchase order nor any relevant change order or quotation mentions the payment terms, the seller may invoice as follows: for one third (1/3) of the contract price within five (5) days after the effective date, for another third (1/3) after half the delivery period has expired, and for the last third (1/3) within thirty (30) days before delivery. Payments calculated on a time basis will be invoiced either every two weeks or upon completion of delivery; whichever comes first.

6.3 If the customer does not meet the agreed payment dates, they are obliged, without prior reminder, to pay default interest from the due date of payment. The amount of default interest is based on the usual interest conditions at the customer’s place of business. However, the default interest is in any case at least five percentage points (5{902c0cf9176517623bc6212541447521c518dd5d947619846ad7c9452ed6d57a}) above the 3-month LIBOR (London Interbank Offered Rate). The right to further claims for damages remains reserved.

6.4 In the event of late payment, the supplier is entitled, after written notification to the purchaser, to suspend the services owed under the delivery item until the outstanding and due invoices have been paid.

6.5 If the purchaser and the supplier have agreed on the issuance of a letter of credit by the purchaser in favor of the supplier, this letter of credit must be irrevocable, extendable, and confirmed by a bank named by the supplier; if no name is provided, by a first-class bank in Switzerland. Payments under such a letter of credit are made upon presentation of the Supplier’s invoice.

6.6 If the Supplier’s costs in fulfilling its contractual obligations increase due to a change in a law, regulation, or other provision having the force of law after the date of the offer, the contract price will be increased in line with the price increase.

6.7 Both parties are entitled to offset amounts due in accordance with applicable laws. The offsetting party will send the other party a written notice in advance with a detailed justification for the offsetting.

7. Examination and Acceptance

7.1 Upon receipt, the customer must subject the delivery item to a final inspection at the delivery location. Legal claims due to damage, defects, errors in shipping, or due to the rejection of the delivery item or parts thereof must be reported in writing by the purchaser within fourteen (14) days of the receipt of the delivery item at the delivery location. Otherwise, the purchaser forfeits their legal claims for the mentioned reasons, and the delivery item is deemed to have been irrevocably accepted by the purchaser. The purchaser’s sole remedy for such legal claims is the repair or replacement of the delivery item by the supplier. After the fourteen (14) day period has expired, the purchaser only has the rights under Article 9 (Warranty).

7.2 Acceptance or refusal of the acceptance of services takes place immediately after their completion.

7.3 Unless otherwise agreed in the order, the customer bears the costs for testing or checking the goods.

8. Changes

8.1 The purchaser and supplier can request changes in writing as defined in section 1.2. As soon as possible after the supplier receives a change order, the supplier will inform the purchaser about any contractual changes resulting from the change order.

8.2 The parties agree on a fair and reasonable adjustment to the contract as quickly as possible. If such agreement is not reached within ten (10) days of the submission of the change order by either party, the Supplier may continue manufacturing the Deliverable without the requested changes.

9. Warranty 9.1 The supplier guarantees: a. that the delivery item is of the type and quality as described in the contract, and b. that it is free from processing and material damage, and c. to the extent necessary for the proper functioning of the delivery item, that it is free from damage in the construction, provided, however, that the supplier is not responsible for the construction of the delivery item (and this also refers, but not exclusively, to the choice of materials) as far as the construction and/or the material selection was made or supplied by the purchaser, end user, or a third party that is not a subcontractor of the supplier.

9.2 If the delivery item is limited to services, the warranty period begins with the termination of the services and ends at the end of the sixth (6) month thereafter.

9.3 If the delivery item does not meet the requirements set out in Article 9.1 during the warranty period, the purchaser will immediately inform the supplier in writing with the reasons. Within seven (7) days (or longer, if appropriate under the circumstances) of receipt of the Buyer’s notice, the Supplier will commence activities to repair, modify, or replace the defective Deliverable. The purchaser makes the delivery item or the defective part of it available for correction. The supplier is only liable for the costs incurred as a result of correcting the error. In no event shall the supplier be liable for any costs arising from access to the delivery item or disassembly, removal, or re-installation.

9.4 If the Supplier repairs or replaces the delivery item or parts thereof in accordance with Article 9.3, the warranty period for the repaired or replaced part begins again on the date of completion of the work for a period of six (6) months; however, it does not end before the end of the original warranty period in accordance with Article 9.2. Extended warranty periods end no later than six (6) months after the end of the originally granted warranty period.

9.5 The supplier’s warranty obligation is excluded or ends immediately if the errors and defects described in section 9 cannot be proven to be attributable to the supplier. The supplier is not responsible for, among other things, incorrect use of the delivery item, incorrect installation or improper handling, failure to carry out proper maintenance by designated specialist personnel, changes or repairs to the delivery item by the purchaser, end user, or a third party, normal wear and tear of the delivery item, incorrect or negligent operation, erosion or corrosion, unsuitable service products or unsuitable substitute materials, an unsuitable foundation, more difficult or different conditions than specified, or defects for other reasons beyond the control of the supplier. Warranties also terminate immediately if the purchaser or end user does not immediately take all necessary steps to mitigate damage in the event of a defect and does not contact the supplier as set out herein informed.

9.6 By correcting any defects as provided for in Article 9 within the time specified herein, the Supplier will have fulfilled all contractual obligations, whether based on breach of contract, negligence, or otherwise. These obligations of the Supplier are subject to the limitations of liability provided for in the Contract, including those set out in Article 11 hereof. Apart from the obligations stated in Article 9, the supplier assumes no warranty or guarantee obligations or obligations arising from other representations with regard to the delivery item.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, WHETHER BASED ON STATUTE, JURISDICTION, CUSTOM LAW OR OTHERWISE, REGARDING THE ITEM ARE EXCLUDED. THIS ALSO APPLIES TO IMPLIED WARRANTIES REGARDING THE MERCHANTABILITY OF THE DELIVERY ITEM AND ITS SUITABILITY FOR A PARTICULAR PURPOSE.

10. Performance Guarantee

10.1 The supplier does not provide any performance guarantees unless these have been specified in writing in a contract and accepted by both parties.

10.2 If a performance guarantee has been agreed, this is deemed to have been fulfilled if the agreed properties have been achieved during a performance test in the supplier’s or sub-supplier’s company. Performance guarantees at the location where the delivery item is used are expressly excluded.

11. Disclaimer

11.1 Notwithstanding anything to the contrary in the contract and in the documents pertaining to the contract, and to the maximum extent permitted by law, the supplier shall under no circumstances be liable to the purchaser for indemnification claims, breaches of contract, violations of law or tortious acts (including negligent causes). For lost profits, lost contracts or other income, damage caused by delays, business interruptions or loss of production, loss of use, lost business opportunities, indirect and consequential damages, punitive damages, damages for atypical damages, damages for incidental or consequential costs. Furthermore, the purchaser will defend, indemnify and hold the supplier harmless from claims of the end user or the purchaser’s customer for such damages. Buyer’s remedies hereunder are conclusive and Supplier’s liability in contract, indemnity, tort (including negligence), under warranty, strict or strict liability or otherwise shall be limited to one hundred percent (100{902c0cf9176517623bc6212541447521c518dd5d947619846ad7c9452ed6d57a}) of the contract price, unless , the claims are directly attributable to a grossly negligent or intentional breach of duty by the supplier or to the supplier’s liability for personal injuries caused unlawfully by him. Gross negligence in the sense used here means reckless disregard or willful indifference with regard to the causation of avoidable, damaging consequences. “Willful Neglect” means a deliberate disregard for the safety of others and/or their property. “Gross negligence” and/or “intentional breach of duty” do not apply in the case of acts or omissions made in good faith, incorrect judgment or oversight.

12. Intellectual Property

12.1 The purchaser confirms that he is fully entitled to use or to grant authorization to use the technical documentation that he makes available to the supplier or its sub-suppliers for the execution of the order. If the purchaser is not authorized to have the order executed by the supplier without violating the intellectual property rights of third parties, the purchaser must inform the supplier immediately. In this case, the supplier will interrupt work until the required permits are received. The supplier will not use the documentation received from the customer for any purpose other than the fulfillment of the contract.

12.2 Any know-how, inventions, patents, copyrights or similar rights belonging to the Supplier or provided by the Supplier and used for the purpose of the performance of the Contract or developed during the performance of the Contract shall remain the property of the Supplier; The ownership of know-how, inventions, patents and copyrights, regardless of the hardware on which such know-how and inventions, patents or copyrights are made available (machines, paper, electronic media, etc.), is not transferred to the transferred to the purchaser, the purchaser’s customer or the end user. However, End User is granted the limited right to use such know-how and inventions, patents, copyrights or similar rights for the operation, maintenance and repair of the Deliverable on a non-exclusive basis; This right does not include the use of the said intellectual property to reproduce the delivery item in full or in part.

12.3 The supplier makes every effort to execute the delivery item and parts thereof in such a way that it does not infringe the intellectual property rights of third parties in the form as designed and sold by the supplier. If the delivery item violates the intellectual property rights of third parties, the supplier is entitled, at its sole discretion, to obtain the right to use the delivery item so that it can be used without restrictions, or to change or replace it in such a way that there is no longer any infringement of the law. The above-mentioned obligations of the supplier are dependent on (l) the supplier being informed immediately and in writing by the purchaser of the violation, (ll) the supplier being supported by the purchaser in defending its rights, and (lll) that the The supplier can decide for himself whether to resolve the dispute or pursue his rights.

12.4 The supplier’s obligation set out in Article 12.3 does not apply (l) to those parts of the delivery item which were manufactured in accordance with the purchaser’s plans, (ll) to services which were carried out using the purchaser’s documentation, (lll) when in use the delivery item or parts thereof in conjunction with other products in a combination not supplied by the supplier as part of the delivery item, (lV) for products that were manufactured using the delivery item. In the cases mentioned under 12.4 (l) to (lV), the supplier assumes no liability for violations of the intellectual property rights of third parties; and the purchaser must indemnify the supplier for any claims in this regard. The supplier is prepared to offer the purchaser the same cooperation as required by the purchaser under Article 12.3 (l) to (lll).

12.5 The supplier’s copyrighted material may not be reproduced by the purchaser, unless for archiving purposes or to replace a defective copy.

13. Termination for good cause

13.1 The purchaser is entitled to terminate the contract (or parts thereof) for good cause if the supplier:

a. becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver or administrator for the benefit of its creditors, or applies for protection from creditors under bankruptcy or insolvency law; or

b. is unable to substantially comply with or fulfill its material obligations under the Contract (but only with respect to material obligations for which the Contract does not provide for exclusive remedies), provided that the Purchaser has previously delivered to the Supplier a written notice in which the Purchaser informs the Supplier about the nature of the breach of duty and the resulting intention to terminate, and the supplier has not succeeded within three weeks of receipt of such notification (or after a longer, agreed period deemed appropriate by the parties) either (l). to begin and continue to remedy the breach, or (ll) provide reasonable evidence that no such breach has occurred.

13.2 If the Buyer terminates the Contract or parts thereof in accordance with Article 13.1, as provided for in this Article 13, the Buyer shall pay to the Supplier the proportion of the Contract Price corresponding to the proportion of the Deliverables completed by the Supplier and accepted by the Buyer. If the parties cannot agree on the value of this share, the parties will appoint a neutral expert. This sets the price and this price is accepted by both parties. The following factors are relevant for determining the price: (l) the supplier’s costs in relation to the part of the delivery item to be taken over by the purchaser and (ll) the value that this part of the delivery item has for the purchaser. The costs are determined using the principle of fairness. If the Purchaser does not accept any part of the delivery item, the Purchaser will, at the Supplier’s expense, return all tangible and intangible goods that have already been delivered to the Supplier and the Supplier will refund the purchase price received. The supplier does not owe any further payments.

13.3 The supplier is entitled to terminate the contract (or parts thereof) for good cause if the purchaser:

a. becomes insolvent, makes an assignment for the benefit of its creditors, appoints a receiver or administrator for the benefit of its creditors, or applies for protection from creditors under bankruptcy or insolvency laws; or

b. does not comply with the essential provisions of the contract, such as failing to make payments when due or failing to adhere to the payment terms.

13.4 If the Supplier terminates the Contract, or parts thereof, in accordance with Article 13.3, the Purchaser shall compensate the Supplier for all costs of the parts of the delivery item that were completed or partially completed up to the termination date, all additional costs and other damages incurred as a result of the termination, including cancellation costs for Supplier contracts and/or costs for non-cancellable supplier contracts.

14. Termination of Contract at the Request of the Customer

14.1 The Buyer is entitled to terminate the contract ten (10) days after written notice to the Supplier, and the Supplier will stop its work upon receipt of this notice, unless otherwise agreed with the Buyer. If the contract is terminated under this article, the purchaser shall compensate the Supplier as described below. The Supplier shall receive the following cumulatively:

a. The price agreed for the completed and delivered parts of the delivery item.

b. The additional costs for materials, labor, and engineering services incurred by the Supplier as a result of the termination of the contract. These costs shall be in accordance with the rates applied by the Supplier at the time of receiving the notice of termination of the contract from the purchaser. However, these costs may not exceed the contract price for such deliveries and services.

c. Ten percent (10{902c0cf9176517623bc6212541447521c518dd5d947619846ad7c9452ed6d57a}) of the costs and expenses mentioned in b as compensation for lost profits.

d. Other costs and expenses, including costs related to the termination of Supplier contracts, sheet metal reservations, transport cost shares, storage costs, etc., which the Supplier incurs in connection with such contract termination.

e. If the contract contains an agreement on the compensation to be paid in the event of the contract being terminated at the request of the purchaser, these provisions shall apply instead of the compensation specified in paragraphs a-d above.

15. Interruption of Contract

15.1 If the purchaser decides to interrupt the performance of the contract, the supplier is entitled to compensation for all proven costs arising from the interruption of the contract. If the interruption of the contract lasts longer than two (2) months, the contract will be deemed to have been terminated in accordance with Article 14 (Termination of the contract at the request of the purchaser).

15.2 In the event of an interruption of the contract as per Article 15.1 or Article 6.4, the supplier will resume fulfillment of the contract as soon as a corresponding written instruction from the customer is received, the customer has made the payments owed and due, and an agreement has been reached between the parties on any changes to the contract. The continuation of the contract fulfillment requires, in any case, that the necessary workshop capacities are available.

16. Confidentiality

16.1 In connection with the contract, the supplier and the purchaser may provide the other party with confidential information. In this context, the parties are also called “Information Supplying Party” and “Information Receiving Party”. Confidential Information does not include information that (l) is or becomes available to the public, except in cases where the Confidential Information has been made available to the public as a result of disclosure by the Receiving Party, its representatives or its affiliates, or (ll) is made available to the Receiving Party, its representatives or its affiliates by a third party who, to the best of the Receiving Party’s knowledge, is not under any obligation of confidentiality towards the Information Providing Party, or (lll) by the was or is created independently by the party receiving the information, its representatives or its affiliated companies, without the Confidential Information of the other party being used for this purpose, or (lV) must be disclosed on the instructions of a competent court or authority.

16.2 To the extent permitted by law, the Party Receiving the Information agrees (l) to use the Confidential Information only in connection with the Delivery Item, its installation, operation, maintenance and use and (ll) to take reasonable measures to ensure disclosure of the Confidential Information impede; The exception is disclosure to the employees of the party receiving the information for the purpose of providing the services under the contract, installing, operating, maintaining or using the delivery item. If disclosure of Confidential Information to a third party is required, the party receiving the information agrees to use its best efforts to ensure that such third party protects the Confidential Information and treats it as confidential.

17. Indemnity/Insurance

17.1 Indemnification: The parties shall indemnify each other for damage to property and personal injury, including damage resulting from death, which has occurred to third parties in connection with the performance of the contract, to the extent that such damage to property or personal injury is attributable to the negligent or intentional breach of duty by the party obliged to indemnify. Claims for contributory negligence or indemnification will be determined between the parties in accordance with their respective shares in the fault, after the amount of the third party’s damage has been determined.

17.2 Insurance

17.2.1 The supplier shall maintain the following types of insurance:

a. General or product liability insurance to cover the supplier’s legal liability in connection with the performance of the contract, including personal injuries and damage to the property of third parties (including the purchaser’s property but excluding the delivery item). The insurance coverage shall be one million Swiss francs (CHF 1,000,000.00) per event.

b. Transport insurance in accordance with the agreed sales conditions or the applicable agreements.

c. Occupational accident and sickness insurance (i.e., workers‘ compensation or similar social insurance) for all employees of the Supplier engaged in the performance of this Agreement, in accordance with the law applicable to such employees.

d. Car liability insurance in accordance with local laws or local customs, provided that the supplier’s employees use their own, third-party, or rented vehicles for services to be provided on the construction site.

17.2.2 If requested by the purchaser and available from the respective insurance provider, the supplier shall obtain confirmation of the insurance that the supplier must maintain in accordance with this contract. The supplier’s insurance shall not take precedence over the insurance of the purchaser, its customers, or the end user. The supplier shall not grant any waiver of recourse in favor of the purchaser, its customers, or the end user. The purchaser, its customers, and the end user shall also not be considered co-insured parties under the supplier’s insurance policies.

18. Applicable Law/Dispute Resolution

18.1 Applicable law: THE CONTRACT SHALL BE INTERPRETED IN ACCORDANCE WITH SWISS LAW AND TO THE EXCLUSION OF THE COLLISION RULES OF PRIVATE INTERNATIONAL LAW.

18.2 Jurisdiction: IN THE EVENT OF DISPUTES, THE PARTIES WILL USE THEIR BEST EFFORTS TO REACH AN AMICABLE AGREEMENT. IF THIS IS NOT POSSIBLE, THE COURTS IN SWITZERLAND SHALL HAVE EXCLUSIVE JURISDICTION. THE SUPPLIER RESERVES THE RIGHT TO MAKE CLAIMS AGAINST THE PURCHASER IN SWITZERLAND. ALL DISPUTES SHALL BE RESOLVED IN ACCORDANCE WITH THE TERMS OF THE CONTRACT AND THE RELATED DOCUMENTS.

19. Other Provisions

19.1 Assignment: Any attempt to assign any rights or obligations under the Contract to a third party without the prior consent of the other party is void. The supplier’s affiliated companies are not considered third parties. The prohibition of assignment does not apply if the supplier subcontracts parts of its work to subcontractors as part of its usual business model.

19.2 Waiver: The failure of the supplier or purchaser to exercise rights does not constitute a waiver or estoppel with respect to these rights.

19.3 Partial Invalidity: If a provision of the contract proves to be void or unenforceable, all other provisions remain unaffected. The supplier and the purchaser will make their best efforts to replace such a provision with a valid provision that achieves the original economic purpose as closely as legally possible.

APPENDIX 1 TO THE GENERAL TERMS AND CONDITIONS OF SALE OF SALZGEBER AG: Additional Terms and Conditions for the Delivery of Services

A1. Party Representative

A1.1 The purchaser and the supplier shall each appoint a person to act as their representative for the purpose of providing the services. Before the supplier’s employees arrive at the construction site (referred to as the „construction site,“ where the services are provided), the parties shall inform each other of the names of their representatives. The individuals appointed as representatives are authorized to represent the purchaser or supplier for the purpose of providing the services.

A1.2 For the purposes of this Agreement, the Supplier’s representative and its other employees shall be considered as part of the Supplier’s personnel. No employment relationship is established between the purchaser and the Supplier’s personnel.

A2. Labor Provided by the Customer

A2.1 As required by the contract or as subsequently agreed between the parties, the purchaser shall, at their own expense, provide sufficient specialist and auxiliary personnel with adequate training to perform the work specified in the contract. This staff shall include at least one person with a management function.

A2.2 The customer shall ensure that the legally required insurance coverage for employers is consistently maintained for the personnel provided to perform the services.

A2.3 The specialist and auxiliary personnel made available by the purchaser or end user shall remain employed by the purchaser or end user at all times but will follow the instructions of the supplier’s representative. The Supplier shall not be liable for any acts, omissions, or negligence of such personnel unless their acts or omissions can be proven to be due to the negligence of the Supplier’s representative. This liability of the Supplier is subject to the exclusion of liability as provided for in Article 11 of these General Conditions of Sale.

A3. Facilities Provided by the Purchaser

A3.1 The customer shall provide the following systems at their own expense:

A3.1.1 Adequately furnished accommodation rooms in compliance with European standards, which can be utilized by the Supplier’s personnel throughout the entire work period on the construction site, including meals and other necessary expenses.

A3.1.2 Transportation for the supplier’s personnel from the point of arrival and departure to the construction site or accommodation and between the accommodation and the construction site.

A3.1.3 Special clothing required for the supplier’s personnel based on the working conditions on the construction site.

A3.1.4 Unless specified otherwise in the Contract, all tools and equipment necessary for providing the Services, including tools for manual work, specialized tools, heavy tools, lifting devices, crane equipment, scaffolding, lighting, and welding machines. The purchaser shall ensure that all such tools and equipment are maintained in a safe and suitable condition and fully tested if required.

A3.1.5 All safety, protection, and monitoring devices, including the necessary and functioning operational and maintenance systems, processes, and equipment.

A3.1.6 All consumables required for providing the services, such as heating, gas, fuel, compressed air, electricity, lighting, and all other necessary materials.

A3.1.7 Adequate, lockable storage options for all materials and tools.

A3.1.8 The provision of invitation letters required by the supplier to obtain visas.

A3.1.9 Permits, including work permits and confirmations.

A3.2 The customer is responsible for any loss or damage to tools, structures, equipment, construction equipment, and consumables, and they shall ensure that these are stored and made available at the construction site, ready for use. The customer also obtains and maintains appropriate insurance policies to cover these risks.

A3.3 The purchaser further agrees to maintain the construction site and the facilities accessible to the supplier’s personnel in a safe condition, adhere to all applicable laws, rules, and regulations related to safety and health at work, and provide instructions to the supplier’s personnel accordingly. The supplier also ensures that their own personnel follow these instructions, as long as they are reasonable.

A3.4 If the purchaser does not fulfill the obligations as outlined in Articles A3.1, A3.2, and A3.3, the supplier is entitled to either suspend the provision of the services and/or extend the delivery times and/or claim costs for the lost working time of its staff.

A4. Working Hours

A4.1 The working hours specified in the contract shall be applicable.

A4.2 After a maximum of sixty (60) days, or after the specified presence time of the Supplier’s personnel at the construction site as outlined in the contract, and additionally during the Christmas and New Year periods, the Supplier’s personnel are entitled to vacation in their place of residence. The travel costs to and from the location shall be reimbursed to the supplier by the customer.

A5. Timesheets

A5.1 At the end of each week, the supplier’s employees shall submit timesheets to the customer’s representative, detailing the hours worked and all other expenses subject to compensation and the parties to whom these expenses are attributed. The customer’s representative shall sign the timesheets and return them to the supplier’s employees within forty-eight (48) hours of receipt. If the customer’s representative does not agree with the content of the timesheets, they shall discuss this with the supplier’s representative within the same forty-eight (48) hour period.

A6. Accident, Illness, and Medical Facilities

A6.1 If an employee of the supplier falls ill or has an accident, the purchaser shall arrange suitable medical and dental care, including medication, at their own expense. In case of hospitalization, accommodation shall be in a private ward.

A7. High-Risk Areas

A7.1 If the Supplier lacks coverage for employer liability, personal accident, and/or travel risks under their existing insurance policies for the activities of their personnel on the construction site, the Purchaser shall pay the premiums for any additional insurance coverage to be provided by the Supplier. If it is not possible for the supplier to obtain such insurance coverage, or if the existing insurance coverage is withdrawn during the period of service provision, the supplier is released from its obligation to provide the services without any breach of its contractual obligations. In such a case, the purchaser is not entitled to sue the supplier for breach of contract or to make use of bank guarantees or sureties.

• ALLGEMEINE GESCHÄFTSBEDINGUNGEN SALZGEBER AG, WINTERTHUR

INFORMATION TO OUR CUSTOMERS

Welding work involves alterations to the material structure and cannot be estimated accurately. Clear requirements must be provided before placing an order.

For quality assurance, we require precise details regarding your expectations. This should include information on tolerances, surface quality, required welding standards, parallelism tolerances, and more.

Please include the necessary documents and test reports with your order so that we can document your requirements accurately.

In cases where there are claims that Salzgeber AG cannot control or test (such as leak tests, microcracks, material tests, etc.), we must disclaim all product liability claims.

It is essential that the obligation to check and test is clearly specified in the order. Verifiable testing expenses are associated with the contractual quality control agreements and are billed as incurred. If the manufacturer has committed to taking over quality control, the inspection is limited to identifying obvious defects.

Salzgeber AG conducts initial sample tests.

The initial sample test is carried out in collaboration with the customer, documented in writing, and the final price is determined only after approval. Once the initial sample is approved, we proceed with series orders. This approach ensures that the quality expectations of our customers are met.

The contractual terms and conditions are stipulated in our general terms and conditions.

What does Salzgeber AG understand by error?

An error occurs when there is a lack of contractual quality or when a product’s usability is compromised.

Manufacturing defect: A manufacturing defect is when the product deviates from the specified specifications.

Construction errors:

Salzgeber AG is not responsible for construction errors. In the case of design errors, the outcome depends on whether alternatives were available, and damage minimization would have been possible.

The generally recognized rules of technology should be followed in construction. If necessary, a change in the design should be considered to mitigate product risks.

Salzgeber AG can provide support to ensure manufacturable designs, but disclaims any liability or consequential liability.

Instruction error: The client must clearly and comprehensibly provide correct usage instructions.

If there are high security expectations, the instructions must reflect this accordingly.

Third-Party Suppliers: Salzgeber AG collaborates with partners but can assume liability for the quality of the following aspects:

• Powder coating
• RAL requirements and compliance
• Layer thicknesses
• Surface quality
• Etc.

Other requirements are not assumed by us. We communicate these requirements to our partners, who then implement them accordingly.

For machining work or material testing reports:

• Please include the required tolerances in the test report.
• Initial inspections from the manufacturer come with a completed test report.
• Salzgeber AG provides a service by verifying the calibration certificates of the required measuring equipment, ensuring our customers can rely on well-calibrated measuring tools.
• If material certificates are needed, they must be clearly specified in the order. Salzgeber AG, as a service provider, takes care of the documentation.
• The client is responsible for providing packaging instructions, and packaging can be requested as needed.

File formats:

Salzgeber AG works with:

⦁ DXF
⦁ DWG
⦁ STP

Other transmissions by arrangement and additional effort.
The transmitted data is the responsibility of the supplier.
Salzgeber AG does not carry out any checks unless there are obvious incorrect data records.

The additional costs will be charged based on effort.

• Salzgeber-QM