Date 2014

  1. General
    1. These general terms of contract and delivery are a component of
      the purchase contract and shall apply correspondingly in the case
      of a contract for service. They have validity, unless contrary terms
      are listed in writing in the quotation or in the order confirmation.
      General terms and conditions or individual terms and conditions of
      the customer are only valid insofar as they have been expressly
      accepted in writing by the supplier.
    2. The conclusion of the contract and its amendments require the
      written form for their validity; for further relevant explanations the
      facilitated written form is valid (incl. Fax and Email).
    3. In case of disputes concerning interpretation of translations of these
      terms in other languages, the most recent German version shall be
      decisive.
  2. Quotes and conclusion of contract 
    1. The contract is deemed to be completed when Wyssen Seilbahnen
      AG confirms an order in writing, or the customer confirms
      acceptance of a quotation by the supplier (order confirmation).
    2. Quotations without a limited period of validity are binding for 10
      days after receipt.
  3. Scope of delivery
    1. The contract for services (the order confirmation) is decisive for the
      scope and performance of supply and service (delivery and
      performance together, hereinafter the Work). Material (at
      manufacturing costs) or services (at the respectively applicable
      tariffs of the supplier), which are not included therein, but are
      necessary due to an order change, are additionally calculated
      according to expenditure.
    2. Changes with respect to the contract may be made by the supplier
      provided that these correspond to the development in technology or
      in-house development, and do not lead to any deterioration of the
      Work.
  4. Technical documents
    1. Technical documents such as plans, drawings, descriptions,
      diagrams and similar, as well as any weight indications, if they have
      not been expressly designated as binding, are only approximately
      authoritative; the supplier reserves the right to make necessary or
      useful changes.
    2. Technical documents are to be handled confidentially by the
      customer. They remain the intellectual property of Wyssen
      Seilbahnen AG and may be neither copied nor reproduced nor in
      any way brought to the attention of third parties nor used for the
      fabrication of the equipment, spare parts or components thereof.
      They may only be used for the maintenance and operation of the
      Wyssen products.
  5. Regulations in the country of destination 
    1. The customer must make the supplier aware, at the latest upon
      ordering, of the legal, administrative and other regulations and
      norms, which are related to the production of the Work, its operation
      and to requirements for sickness and accident prevention. The
      customer is responsible that the Work, its installation and the
      operation of the Work complies with all locally applicable statutory,
      regulatory and insurance law related requirements.
    2. The customer is responsible for the necessary adaptations of the
      Work as a result of changes in laws and regulations in the country
      of destination or country of use.
  6. Prices
    1. The prices of the supplier are, insofar as nothing else is agreed,
      net, ex works, in Swiss francs, without packaging, transport,
      insurance, assembly, installation, commissioning and servicing or
      any sales taxes and value added taxes.
  7. Payment terms
    1. The payments are payable by the purchaser according to the
      agreed payment terms at the registered office of the supplier. For
      deliveries in countries other than Switzerland, the payments must
      be made either in advance or by an irrevocable and confirmed
      credit order, accepted by our Bank, UBS AG, Bern, Switzerland.
    2. The payments are to be made by the purchaser without deduction
      of discount, expenses, taxes and charges of any kind.
    3. In case of default of payment, the supplier reserves the right
      immediately to suspend scheduled deliveries and is entitled to
      charge a default interest of 5% p.a. after setting a deadline for
      payment of 10 days.
    4. The dates of payment must also be observed if transport, delivery,
      assembly, commissioning or acceptance of the deliveries or
      services have been delayed or made impossible for reasons for
      which the supplier is not responsible, or if unimportant parts are
      missing or refinishing proves necessary, through which however the
      use of the work is not made impossible.
  8. Reservation of proprietary rights
    1. The supplier reserves the right of ownership of the Work and the
      entry in the retention of ownership register until its full payment. The
      purchaser is obliged to take the necessary measures for the
      protection of the supplier’s property.
    2.  The customer will maintain the delivered goods at his own expense
      for the duration of the retention of title. Furthermore he will take all
      measures, in order that the supplier’s claim of ownership is neither
      compromised nor nullified. The supplier has the right for the
      duration of the retention of title at the expense of the purchaser to
      insure the deliveries against theft, breakage, fire, water and other
      risks.
  9. Delivery time
    1. The delivery period begins as soon as the contract is concluded, all
      official formalities such as import, export, transit and payment
      permits are obtained, the payments arising from the order and any
      collateral are paid, if necessary the corresponding credit order
      pursuant to section 7.1 is opened and all technical matters have
      been settled. The delivery period is deemed met if the readiness for
      dispatch has been communicated to the customer before its expiry.
    2. Compliance with the delivery period requires fulfillment of the
      contractual obligations by the customer.
    3. The delivery time is reasonably extended:
      • if the information or permits that are required for the execution of
        the Work, are not submitted to the supplier in good time, or if these
        are subsequently changed by the customer;
      • in the case of default by the customer (debtor and/or creditor
        default), especially if payment deadlines are not respected, credit
        orders are opened too late or required import licenses do not arrive
        with the supplier in good time;
      • if hindrances arise which the supplier despite application of due
        care cannot avert, regardless of whether these occur with the
        supplier, the customer or a third party. Such obstacles are events of
        force majeure, for example epidemics, mobilization, war, civil
        commotion, serious operational breakdown, accidents, employment
        conflicts, late or faulty supply of the necessary raw materials,
        unfinished goods or finished products, proved rejection of important
        pieces of the work, official measures or omissions, natural events.
      • If the customer or third parties are behind schedule with the work to
        be done by them or in default with the fulfilment of their contractual
        obligations in the default, in particular if the customer does not
        comply with the payment terms.
    4. The customer is not entitled to damages or withdrawal from the
      contract due to late deliveries or services.
  10. Delivery, transport, and insurance
    1. The products are packed appropriately by the supplier. The
      packaging will be charged to the customer at cost. Additional
      requirements of the customer are respected in accordance with
      what is operationally possible and charged at cost price.
    2. Special requests regarding shipping and insurance are to be
      announced to the supplier in good time. Transport takes place at
      the expense and risk of the customer. Complaints relating to
      transport are to be immediately raised by the customer upon receipt of the
      delivery or the freight documents with the last forwarding agent, with a
      copy to the supplier.
    3. Insurance against damage of any kind falls to the customer.
  11. Transfer of benefit and risk
    1. Benefit and risk are transferred to the customer at the latest upon
      dispatch of the deliveries ex works. For direct deliveries of a
      subcontractor to the customer, this applies correspondingly ex
      works.
    2. If the shipping is delayed at the request of the customer or for other
      reasons, for which the supplier is not responsible, the risk is
      transferred to the customer at the time originally intended for the
      dispatch ex works. From this point on, the work is stored and
      insured at the expense and risk of the customer.
  12. Inspection and acceptance of the work
    1. The customer must inspect the Work as soon as it is feasible, in any
      case within 10 days of receipt, and notify the supplier immediately
      in writing of any defects. If he fails to do this, the goods and
      services are considered accepted.
  13. Warranty
    1. The supplier undertakes upon written objection by the customer to
      repair or replace at his discretion as quickly as possible all parts of
      the Work, which are verifiably defective or unusable due to poor
      materials, faulty design or poor workmanship prior to expiry of the
      warranty period. Parts subject to regular wear and tear such as
      chains and ropes, and new and used goods, which were used by
      the supplier on commission of the customer are excluded from the
      warranty. Replaced parts shall become the property of the supplier
      and must be returned to Wyssen Seilbahnen AG. The supplier shall
      bear the costs incurred in the repair of its work. If the rectification of
      defects is not possible in the work of the supplier, the customer
      bears the costs of transport, personnel, travel and stay as well as
      costs for the installation and deinstallation of the defective parts.
    2. If the guaranteed characteristics are not fulfilled or only partially
      fulfilled, the customer is entitled to rectification by the supplier. To
      do this, the customer has to grant the supplier the necessary time
      and opportunity.
    3. Warranted characteristics are only those that have been designated
      as such expressly in the contract or in the order confirmation or in
      the specifications. Characteristics that depend on uninfluenceable
      external circumstances, such as e.g. environmental temperature,
      humidity, wind conditions, etc. are also not warranted. The warranty
      shall apply at the latest until the end of the warranty period. If an
      acceptance inspection has been agreed, the warranty is deemed
      fulfilled if proof of the relevant properties is provided on the
      occasion of this inspection.
    4. The warranty period is 12 months. It begins with the transfer of
      benefit and risk. The warranty period ends if dispatch, acceptance,
      installation, installation supervision or the commissioning is delayed
      for reasons, for which the supplier is not responsible, and in any
      case after 12 months after transfer of benefit and risk or notification
      of readiness for dispatch.
    5. For replaced or repaired parts the guarantee period starts anew,
      and lasts 6 months after replacement, completion of the repair, or
      upon acceptance, however at the latest not more than 24 months
      after the start of the warranty period for the principal delivery.
    6. The guarantee expires prematurely if the customer or third parties
      without the written consent of the supplier make changes or repairs
      or use spare parts other than original spare parts or if the customer,
      in case of a defect, has not immediately taken all appropriate
      measures to mitigate the damage and give the supplier the
      opportunity to correct the defect.
    7. For foreign shipments, the supplier assumes warranty within the
      framework of the warranty obligations of subcontractors.
  14. Liability
    1. The supplier warrants that the products delivered are free from
      manufacturing and material defects.
    2. Excluded from the warranty and liability of the supplier are damage,
      which is not caused by poor materials, faulty construction, poor
      workmanship, e.g. due to natural wear and tear, defective
      maintenance, failure to observe the operating instructions,
      excessive stress,
      unsuitable operating resources, chemical or electrolytic influences,
      construction or installation work not carried out by the supplier, as
      well as due to other reasons for which the supplier is not
      responsible.
    3. Constructions such as pylons are designed regarding wind loads
      subject to statutory requirements at the time of the passing of
      benefit and risk. For the design of systems in wind-exposed areas,
      the purchaser must make the supplier aware of increased risks, and
      disclose the corresponding maximum possible wind speeds. The
      same applies to areas with risk of ice.
    4. The customer has no additional rights or claims beyond the right to
      rectification for defects of the material, design or workmanship as
      well as due to lack of warranted characteristics or inadequate
      advice or breach of any obligations, or due to operational failures.
      The supplier does not guarantees continuous availability and
      continuous operation of the work.
    5. All claims of the customer against the supplier, except those
      mentioned in these conditions of sale and delivery, are, regardless
      of their legal basis, excluded. Particularly claims for damages,
      correction of defects and additional consequential damages
      (including production failure, or loss of revenue, usage and data
      loss, lost profit, etc.), reduction, cancellation or rescission of the
      contract are waived. The disclaimer refers to the supplier, its
      directors, associates and agents. In any case, the liability of the
      supplier is limited to a maximum of the sum insured by its business
      liability insurance.
    6. The customer commits, for the entire duration of the operation of
      the Work to take out adequate liability insurance, in order to
      guarantee the cover of any third party damages; the supplier is
      entitled to request a copy of the respective current policy.
    7. The customer waives, to the extent legally permitted (no intention,
      no gross negligence), all claims of every kind (except claims for
      fulfilment of the obligations arising from this contract) against the
      supplier under article 41 et seq. OR (Swiss Code of Obligations) or
      other liability bases or principles, even if damages should arise
      through actions or omissions of the supplier. In particular, liability for
      indirect damage is waived.
    8. Should the supplier be prosecuted by a third party (in particular for
      tortious acts, OR article 41 et seq.) in connection with the contract
      and the operation of the Work, the customer is committed to
      support the supplier in the defense of such claims. If the supplier is
      held liable for the damage, or a part of the damage (final judgment
      or settlement agreement with prior consent of the customer), then
      the customer undertakes upon first request and without defenses or
      objections fully to indemnify the supplier for the entire damage,
      including court and lawyer’s fees of the supplier.
  15. Termination by the supplier
    1. If unforeseen events significantly change the economic meaning or
      the contents of the deliveries or services or significantly affect the
      work of the supplier, such as in the case of subsequent impossibility
      of execution, the contract will be adapted accordingly. Insofar as
      this is not economically feasible, the supplier is entitled to the
      dissolution of the contract or annulment of the concerned parts of
      the contract.
    2. In the case of such a termination the supplier is entitled to
      remuneration for the already provided deliveries and services.
      Claims for damages of the customer due to such a termination are
      excluded.
  16. Applicable law and place of jurisdiction
    1. This contract is subject to Swiss law (to the exclusion of conflict of
      international laws IPRG – international private law act – and the
      Convention of the United Nations on Contracts for the International
      Sale of Goods of 11th April 1980).
    2. Place of jurisdiction is Reichenbach, Canton of Berne,
      Switzerland.
      The supplier is however entitled to file claims against the customer
      at its registered office.
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