General conditions for the supply of

machinery and spare parts (2020)

1. General
1.1. The contract shall be deemed to have been entered into upon receipt of the supplier’s written
acknowledgement stating acceptance of the order (“Order Acknowledgement”). Tenders which do
not stipulate an acceptance period shall not be binding.
1.2. These general conditions of supply shall be binding if declared applicable in the tender or in the
Order Acknowledgement. Any conditions stipulated by the customer which are in contradiction to
these general conditions of supply shall only be valid if expressly acknowledged by the supplier in
writing.
1.3. All agreements and legally relevant declarations of the contracting parties must be in writing in
order to be valid. However, the contracting parties acknowledge electronic signature (e.g. Adobe
Sign, DocuSign or similar which ensure identification of the issuer and the integrity of the docu-
ment) applied by authorized persons, to be sufficient and binding for entering into the contract
and for any documents related to the contract, including, without limitation, documents for which
the contract requires written form or which require to be signed by the contracting parties.
1.4. Should a provision of these general conditions of supply prove to be invalid in full or in part, the
contracting parties shall replace such provision by a new one that is as close as possible to the
legal and economic effect of the invalid provision.

2. Scope of supplies and services

The supplies and services are exhaustively specified in the Order Acknowledgement and in
appendices thereto, if any. The supplier shall be entitled to make any changes which lead to
improvements provided such changes do not result in a price increase.

3. Plans and technical documents

3.1. Unless otherwise agreed, brochures and catalogues are not binding. Data in technical documents
are only binding if they have been expressly stipulated as such.
3.2. Each party retains all rights to plans and technical documents provided to the other. The party
receiving such documents recognises these rights and shall – without previous written consent of
the other party – not make these documents available to any third party, either in whole or in part,
nor use them for purposes other than those for which they were handed over.

4. Prices
4.1. Unless otherwise agreed, all prices shall be deemed to be net, ex works, excluding packing, in freely
available Swiss francs without any deductions whatsoever.
Any and all additional charges, for example, freight charges, insurance premiums, fees for export,
transit, import and other permits, as well as for certifications, shall be borne by the customer.

PRINT DATE
ALBME (2020)
2020-10-15
ORGANIZATION DOCUMENT ID REV. LANG. PAGE

ABB Switzerland Ltd, GBS-LES 3BHS887209 E01 A EN 1/7

 Likewise, the customer shall bear any and all taxes, fees, levies, customs duties and the like as well
as the related administrative costs which are levied out of or in connection with the contract or
its fulfilment. If such costs, taxes etc. are charged to the supplier or to persons employed or
appointed by the supplier to perform any of his obligations, they shall be refunded by the
customer upon presentation of the receipts.
4.2. The supplier reserves the right to adjust the prices in case the wage rates or the raw material
prices vary between the submission of the tender and the contractually agreed performance. In
such case the adjustment shall be made according to the attached price adjustment clause.
In addition, an appropriate price adjustment shall apply in case
- the delivery time has been subsequently extended due to any reason stated in Clause 7.2, or
- the nature or the scope of the agreed supplies or services has changed, or
- the material or the execution has undergone changes because any documents furnished by the
customer were not in conformity with the actual circumstances, or were incomplete, or
- an amendment has been made to laws, regulations or the principles of interpretation or appli-
cation.

5. Terms of payment
5.1. Payments shall be made by the customer at the supplier’s domicile according to the agreed terms
of payment, without any deduction for cash discount, expenses, taxes, levies, fees, duties, and the
like.
Unless otherwise agreed, the price shall be paid in the following instalments:
- one third as advance payment within one month after receipt of the Order Acknowledgement by
the customer,
- one third on expiry of two thirds of the agreed delivery time,
- the remainder within one month after supplier’s advice that the supplies are ready for dispatch.

Payment will be deemed to be fulfilled when Swiss francs have been made freely available to the
supplier at the supplier’s domicile. If payment by bills of exchange or Letter of Credit is agreed,
the customer shall pay the cost of discounting such bills, bill of exchange taxes and collection
charges and the cost of opening, notifying and confirming the Letter of Credit.
5.2. If the customer exceeds the agreed periods of payment, it shall be liable, without reminder and
with reservation of the right to bring further claims, for interest at a rate depending on the terms
prevailing at ABB's domicile, but not less than 5 percent per annum. The contractual payment ob-
ligations remain in force.

6. Reservation of title
The supplier shall remain the owner of all supplies until he has received the full payments in
accordance with the contract.
The customer shall cooperate in any measures necessary for the protection of the supplier’s title.
In particular, upon entering into the contract he authorises the supplier to enter or notify the
reservation of title in the required form in public registers, books or similar records, all in
accordance with the relevant national laws, and to fulfil all corresponding formalities, at the
customer’s expense.
During the period of the reservation of title, the customer shall, at his own cost, maintain the
supplies and insure them for the benefit of the supplier against theft, breakdown, fire, water and
other risks. He shall further take all measures to ensure that the supplier’s title is in no way
compromised or rescinded.

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7. Delivery time
7.1. The delivery time shall start as soon as the contract is entered into, all official formalities such as,
but not limited to, import, export, transit and payment permits have been completed, payments
due with the order have been made, any agreed securities given and the main technical points
settled. The delivery time shall be deemed to be observed if by the time of expiration of the deliv-
ery time the supplier has sent a notice to the customer informing him that the supplies are ready
for dispatch.
7.2. The delivery time shall be reasonably extended:
a) if the information required by the supplier for the performance of the contract is not received
in time, or if the customer subsequently changes it and is thereby causing a delay in the delivery
of the supplies or services;
b) if hindrances occur which the supplier cannot prevent despite exercising the required care,
regardless of whether they affect the supplier, the customer or a third party. Such hindrances
include, but shall not be limited to, epidemics, pandemics, mobilisation, war, civil war, acts of
terrorism, riots, political unrest, revolutions, sabotage, serious breakdown in the works,
accidents, labour conflicts, late or deficient delivery by subcontractors of raw materials, semi-
finished or finished products, the need to scrap important work pieces, actions or omissions
by any authorities or state or supranational bodies, embargoes, unforeseeable transport
problems, fire, explosion, natural catastrophes;
c) if the customer or a third party is behind schedule with work he has to execute, or with the
performance of his contractual obligations, in particular if the customer fails to observe the
terms of payment.
7.3. The customer is entitled to claim liquidated damages for delayed delivery insofar as it can be
proved that the delay has been caused through the fault of the supplier and that the customer has
suffered a loss as a result of such delay. If substitute material can be supplied to accommodate
the customer, the latter is not entitled to any damages for delay.
Liquidated damages for delayed delivery shall not exceed 0.5 percent for every full week’s delay
and shall in no case whatsoever altogether exceed 5 percent of the contract price of the part of
the supplies in delay. No damages at all shall be due for the first two weeks of delay.
After reaching the maximum liquidated damages for delayed delivery, the customer shall grant
the supplier a reasonable extension of time in writing. If such an extension is not observed for
reasons within the supplier’s control, the customer shall have the right to reject the delayed part
of the supplies. If a partial acceptance is economically not justified on the part of the customer,
the latter shall be entitled to terminate the contract and to claim refund of the money already paid
against return of the deliveries supplied.
7.4. In case a specific date is agreed instead of a delivery period, this date shall correspond to the last
day of a delivery period; Clauses 7.1 to 7.3 apply by analogy.
7.5. Any delay of the supplies or services does not entitle the customer to any rights and claims other
than those expressly stipulated in this Clause 7. This limitation does, however, not apply to unlaw-
ful intent or gross negligence on the part of the supplier, but does apply to persons employed or
appointed by the supplier to perform any of his obligations.

8. Passing of benefit and risk

8.1. The benefit and the risk of the supplies shall pass to the customer by the date of their leaving the
works at the latest.
8.2. If dispatch is delayed at the request of the customer or due to reasons beyond supplier’s control,
the risk of the supplies shall pass to the customer at the time originally foreseen for their leaving
the works. From this moment on, the supplies shall be stored and insured on the account and at
the risk of the customer.

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9. Inspection and acceptance of the supplies and services
9.1. Insofar as it is normal practice, the supplier shall inspect the supplies and services before dispatch.
If the customer requests further testing, this has to be specially agreed upon and paid for by the
customer.
9.2. The customer shall inspect the supplies and services within a reasonable period of time and shall
immediately notify the supplier in writing of any defects. If he fails to do so, the supplies and ser-
vices shall be deemed to be accepted.
9.3. If the supplier has been notified of defects in accordance with Clause 9.2, he shall remedy them as
soon as possible, and the customer shall give the supplier the possibility to do so.
9.4. The execution of an acceptance test as well as the stipulation of the conditions related thereto
require a special agreement.
9.5. Defects of any kind in supplies or services shall not entitle the customer to any rights and claims
other than those expressly stipulated in this Clause 9 and Clause 10 (warranty, liability for defects).

10. Warranty, liability for defects

10.1. Warranty period
The warranty period is 12 months, or 6 months in case of a multi-shift system. It starts when the
supplies leave the works or, if the supplier undertakes the installation, upon completion thereof.
If dispatch or installation are delayed due to reasons beyond supplier’s control, the warranty
period shall end not later than 18 months after supplier’s notification that the supplies are ready
for dispatch.
For replaced or repaired parts the warranty period starts anew and lasts 6 months from the
replacement or completion of the repair, but not longer than the expiry of a period double the
warranty period stipulated in the preceding paragraph.
The warranty expires prematurely if the customer or a third party undertakes modifications or
repairs or if the customer, in case of a defect, does not immediately take all appropriate steps to
mitigate the damage and give the supplier the possibility to remedy the defect.
10.2. Liability for defects in material, design and workmanship
Upon the written request of the customer, the supplier may choose to repair or replace as quickly
as possible any parts of the supplies which, before the expiry of the warranty period, are proven
to be defective or unusable due to bad material, faulty design or poor workmanship. Replaced
parts shall become the supplier’s property if he does not explicitly renounce this. Under restriction
of proportionality, the supplier shall bear the costs of remedying the defective parts provided that
they do not exceed the customary costs of transport, personnel, travelling, accommodation,
dismantling and reassembly of the defective parts.
10.3. Liability for warranted qualities
The warranted qualities are only those which have been expressly specified as such in the Order
Acknowledgment or in the specifications. Such warranties are valid until the expiry of the warranty
period at the latest.
If the warranted qualities are not or only partially achieved, the customer may first of all require
the supplier to remedial works immediately. The customer shall give the supplier the necessary
time and possibility to do so.
If these remedial works fail completely or in part, the customer may claim a reasonable reduction
of price. If, however, the defects are of such significance that they cannot be remedied within a
reasonable time and provided that the supplies and services cannot be used for their specified
purpose, or if such use is considerably impaired, then the customer shall be entitled to refuse
acceptance of the defective part or, if partial acceptance is economically not justified for him and
he communicates this immediately, to terminate the contract. In this case the supplier can only be
held liable for reimbursing the sums which have been paid to him for the parts affected by the
termination.

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10.4. Exclusions from the liability for defects
All deficiencies which cannot be proven to have their origin in bad material, faulty design or poor
workmanship, e.g. those resulting from normal wear, improper maintenance, failure to observe
the operating instructions, excessive loading, use of any unsuitable material, influence of chemical
or electrolytic action, building or installation work not undertaken by the supplier, or resulting
from other reasons beyond supplier’s control are excluded from the supplier’s warranty and
liability for defects.
10.5. Exclusivity of warranty claims
With respect to any defective material, design or workmanship as well as to any failure to fulfil
warranted qualities, the customer shall not be entitled to any rights and claims other than those
expressly stipulated in Clauses 10.1 to 10.4.

11. Export control

The customer recognises that the supplies may be subject to Swiss and/or foreign legal
provisions and regulations on export control and are not allowed to be sold, leased or otherwise
transferred or used for a purpose other than the agreed without an export or re-export permit of
the competent authority. The customer undertakes to comply with such provisions and
regulations. He is aware that these may change and that they apply to the contract in the current
valid wording.

12. Data protection

12.1. The contracting parties agree that the customer shall be the data controller, who shall ensure
compliance with the applicable data protection laws, in particular the lawfulness of the processing
of personal data. The supplier shall be processing personal data on behalf of the customer and
shall ensure compliance only with regard to those obligations under applicable data protection
laws that are specifically directed to processors and shall act according to lawful instructions of
the customer.
12.2. Supplier’s personnel engaged in the processing of personal data are informed of the confidential
nature of the personal data, have received appropriate training on their responsibilities and have
executed written confidentiality agreements.
12.3. The customer agrees that it will not withhold or delay its consent to any changes to this data
protection clause and/or to any additional data processing or data protection agreements which
in the reasonable opinion of the supplier are required to be made in order to comply with applica-
ble data protection laws and regulations and/or with guidelines from any competent supervisory
authority, and their application to the supplies and services provided by the supplier from time to
time.

13. Software
If the supplies and services delivered by the supplier include software, the customer is granted a
non-exclusive right of use of the software together with the delivery item, unless otherwise
agreed. The customer is not entitled to copy (except for archival purposes, troubleshooting or to
replace faulty data carriers) or to edit the software. In particular, the customer may not
disassemble, decompile, decrypt or reverse engineer the software without the prior written
consent of the supplier. In case of infringement, the supplier may withdraw the right of use. For
third-party software, the conditions of use of the licensor apply, and the licensor, as well as the
supplier, may also assert a claim in the event of infringement.

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14. Limitation of liability
All cases of breach of contract and the relevant legal consequences as well as all rights and claims
on the part of the customer, irrespective on what ground they are based, are exhaustively covered
by these general conditions of contract. In the event that claims of the customer in relation to or
in connection with the contract or the breach thereof should exist, the total amount of such claims
is limited to the price paid by the customer.
However, in particular, any claims not expressly mentioned for damages, reduction of price,
termination of or withdrawal from the contract are excluded. In no case whatsoever shall the
customer be entitled to claim for damages which do not occur in the delivery item itself, such as
but not be limited to for loss of production, loss of use, loss of orders, recall costs, loss of profit
and other direct or indirect or consequential damage. Liability is also excluded for compensation
claims from third parties against the customer for infringements of intellectual property rights.
This exclusion of further liability on the supplier’s part does not apply to unlawful intent or gross
negligence on the part of the supplier, but does apply to persons employed or appointed by the
supplier to perform any of his obligations.
This exclusion of liability does not apply as far as it is contrary to compulsory law.

15. Installation
If the supplier undertakes installation or supervision of the installation, the General Conditions of
Installation of ABB are applicable to such installation.

16. Jurisdiction and applicable law

16.1. The place of jurisdiction for both the customer and the supplier shall be at the registered office of
the supplier. The supplier shall, however, be entitled to sue the customer at the latter’s registered
address.
16.2. The contract shall be governed by Swiss substantive law. The United Nations Convention on the
International Sale of Goods of April 11, 1980, shall not apply.

Appendix: Price Adjustment Formula

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Price Adjustment Formula
Issued by Swissmem

P = Selling price on date of delivery

P0 = Selling price by tender

a = Coefficient of fixed part of co (e.g. = 0.1)1

b = Coefficient of part varying with wage index (e.g. = 0.6)1

c = Coefficient of part varying with material index (e.g. = 0.3)1

Lo = Wage index2 of Swissmem, Zürich, on date of tender

Lm = Average of all wage indices2

- from date of Order Acknowledgement to completion in accordance with contract* or
- during period of manufacture, i.e. from to *

Mo = Mean of price indices3 of principal material in category «metals and metal products»
required for manufacture, related to their proportion of value of supplies on date of ten-
der

Mm = Average of mean values of all price indices3 of principal materials in category «metals
and metal products» required for manufacture, related to their proportion of value of
supplies at time of delivery
- from date of Order Acknowledgement to completion in accordance with contract * or
- from date of Order Acknowledgement to date by which supplier had obtained most of
these materials i.e. from *

1
a + b + c must always total 1.
2
Since the wage index is only issued by Swissmem quarterly, the index for the past quarter shall be
inserted in each case.
3
Fractions of the official producer price index calculated and published monthly. (If the year serving
as a basis for de-termination of the index is changed by the authority concerned, the supplier is en-
titled to re-calculate the changes in prices in accordance with the new index values.)
* Delete where inapplicable.

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