1.1 Decisive for the delivery and the execution of machines and services are in the following order:
a. These General Terms and Conditions (GTC)
b. Written contract
c. Order confirmation from WaM
1.2 The performance data, specified in the order confirmation, always refer to the machine cycle time, without operator handling time.
1.3 All machines are delivered according to the CE standard, valid at the time of the order confirmation.
1.4 Project descriptions, designs, prototypes, drawings and calculations are the property of WaM and may not be reproduced or made available to third parties without written approval from WaM.
1.5 Offers are non-binding in terms of prices and delivery times. Wage and material price changes may be charged.
2.1 All prices are net, EXW, without any applicable value-added taxes, without packaging, without deduction.
2.2 The prices for assembly work include wages and delivery of the necessary materials to the point of use at the place of work.
2.3 WaM reserves the right to adjust prices if the rates of payment change, the material prices or the customer's material specifications change between the time of the offer and the contractual performance of the machine.
3.1 The payments are to be made at the domicile of WaM without deduction of discount, expenses, taxes, levies, fees, duties and similar.
3.2 Unless otherwise agreed, the price must be paid in the following payment rates:
- 40% immediately after receiving the order confirmation
- 40% on completion of the machine, within 10 days
- 20% after acceptance of at WaM, within 10 days, (see point 7.3).
3.3 Unless otherwise agreed, the price for services, installations and engineering, shall be paid from the date of invoicing within 10 days.
3.4 If the customer does not meet the agreed payment dates, he shall pay, without reminder, from the time of the agreed due date, an interest rate of 4% above the 3-month CHF-LIBOR interest rate. The replacement of further damage remains reserved.
WaM remains the owner of the entire delivery until full payment has been received in accordance with the contract.
5.1 The delivery date is the time when the machine is ready for acceptance by the manufacturer. Possible delivery periods beginafter the order confirmation has been sent, the payment has been transferred, machine ready sample parts have been obtained, all official formalities have been obtained and all open technical points have been corrected. The basis for the machine design is always based on the sample parts provided by the customer.
5.2 Compliance with the agreed delivery dates requires timely clarification and handover of all technical execution documents, adherence to delivery deadlines by subcontractors and timely completion of on-site preliminary and ancillary work.
5.3 WaM cannot be held responsible for unforeseen delays due to force majeure.
5.4 The customer has no claim for late deliveries compensation or damages. This exclusion does not apply to unlawful intent or gross negligence on the part of WaM, but it also applies to unlawful intent or gross negligence of assistants.
6.1 Benefit and risk shall pass to the customer at the departure of the delivery Ex works. Usually, the delivery is immediately after acceptance of the machine. Transport from the manufacturer to the purchaser is at the expense and risk of the purchaser.
6.2 If the shipment is delayed at the request of the customer or for other reasons for which WaM is not responsible, the risk shall pass to the customer in the time originally intended for delivery ex works. From now on, the deliveries are stored and insured for the customer on their own risk.
7.1 The acceptance of the machines takes place at WaM at the presence of employees of the customer and technicians of WaM.
7.2 During the acceptance test, acceptance protocol is signed by authorized employees of the customer and by WaM. The signing of the acceptance report must be made, before shipment of the machine.
7.3 With the signing of the acceptance protocol, the acceptance is deemed to have taken place. The remaining purchase price is due for payment within 10 days. WaM is not obliged to release the machine for delivery before total payment has been made.
7.4 Combined with the acceptance, WaM will train or instruct the customer's employees for the operation, maintenance and installation of the machine.
7.5 All costs for the arrival of the employees of the customer and all expenses incurred during the acceptance are to be borne by the customer himself.
8.1 The warranty period is 12 months after acceptance of the machine. If acceptance is delayed for reasons for which WaM is not responsible, the warranty period ends at the latest 18 months after notification of readiness for acceptance. For replaced or repaired parts, the warranty period starts anew and lasts 6 months after replacement or completion of the repair, but at the latest until the expiry of a period which is twice the warranty period according to the previous paragraph. The warranty shall expire prematurely if the purchaser or third party undertakes improper changes or repairs or if the purchaser if a defect has occurred, does not immediately take all suitable measures to mitigate the damage and gives WaM the opportunity to remedy the defect.
8.2 Assured features are only those designated as such in the specifications. The warranty is valid until the expiration of the warranty period. If the warranted features are not or only partially fulfilled, the customer is initially entitled to immediate rework by WaM. For this purpose, the ordering party must grant WaM the necessary time and opportunity. If the remedy fails or only partially, the customer is entitled to a reasonable reduction of the price. If the defect is so serious that it cannot be remedied within a reasonable period of time, the customer has the right to refuse acceptance of the defective part or if a partial acceptance is economically unreasonable for him to withdraw from the contract. WaM can only be required to repay the sums paid to it for the parts affected by the withdrawal.
8.3 The warranty and liability of WaM excludes damages that are not demonstrable as a result of poor material, faulty construction or lack of execution, for example due to natural wear, poor maintenance, disregard of operating instructions, excessive use, unsuitable equipment, chemical or electrolytic influences, construction or assembly work not carried out by WaM, as well as other reasons which WaM is not alone responsible for.
8.4 Due to defects in material, construction or design as well as lack of warranted properties, the purchaser has no rights and claims except those expressly mentioned in this clause.
8.5 All cases of breaches of contract and their legal consequences as well as all claims of the purchaser, irrespective of their legal grounds, are finally regulated in these terms and conditions. In particular, all claims not expressly stated for damages, reduction, cancellation of the contract or withdrawal from the contract are excluded. In no case shall claims of the purchaser exist for compensation for damages that did not arise on the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit as well as other direct or indirect damages. This disclaimer of liability does not apply to unlawful intent or gross negligence of WaM, but it also applies to unlawful intent or gross negligence of assistants.
9.1 Jurisdiction for the customer, representative or agent and WaM is Zurich-Switzerland.
9.2 The legal relationship is subject to substantive Swiss law, excluding the provisions of the "Vienna Sales Convention".