Walzpunkt AG › General Terms and Conditions

General Terms and Conditions

§ 1 Scope

These General Terms and Conditions (hereinafter «Terms») govern the contractual relationship between WALZPUNKT AG, Gewerbestrasse 7, CH-8864 Reichenburg (hereinafter «WALZPUNKT»), and its customers (hereinafter «Customer») in connection with all services, deliveries, repairs, conversions and retrofits of roller mills of the chocolate industry provided by WALZPUNKT.

Deviating, conflicting or supplementary conditions of the Customer apply only if WALZPUNKT has expressly accepted them in writing. These Terms also apply if WALZPUNKT carries out a delivery or service without reservation in the knowledge of conflicting or supplementary conditions of the Customer.

§ 2 Conclusion of contract

Offers from WALZPUNKT are subject to change unless expressly designated as binding. The contract is concluded by WALZPUNKT’s written or electronic order confirmation, but at the latest when performance of the service begins.

Oral side agreements, assurances or amendments require WALZPUNKT’s written confirmation to be effective.

§ 3 Scope of services

The specific scope of services results from the written offer or the order confirmation. WALZPUNKT performs its services in accordance with the recognised rules of technology and to the best of its professional knowledge.

The choice of components, tools and methods used lies with WALZPUNKT unless deviating specifications have been agreed in writing. WALZPUNKT is entitled to render partial services and to use subcontractors.

§ 4 The customer’s duty to cooperate

The Customer ensures that the installation is accessible on the agreed date, that the necessary energy and media connections are available and that the requirements for occupational safety are met.

Waiting times or additional effort caused by a lack of cooperation on the part of the Customer are at the Customer’s expense and are charged at the rates in force.

§ 5 Prices

Unless stated otherwise, prices are in Swiss francs (CHF), exclusive of statutory VAT, ex workshop of WALZPUNKT AG in Reichenburg.

Travel, accommodation and expense costs, costs of third-party services, material and proper disposal are invoiced separately unless a flat rate has been agreed in writing. WALZPUNKT’s hourly and expense rates in force at the time the service is performed apply.

§ 6 Terms of payment

Invoices are due for payment net, without deduction, within 30 days of the invoice date unless agreed otherwise in writing.

In the event of late payment, default interest of 5% p.a. as well as reasonable reminder and collection costs are charged without further reminder. In the event of late payment, WALZPUNKT is entitled to suspend further deliveries and services or to make them dependent on payment in advance.

Set-off against disputed counterclaims or counterclaims not finally established, as well as the assertion of a right of retention, is excluded.

§ 7 Delivery, shipping and returns

Delivery periods and dates are non-binding unless expressly confirmed as binding in writing. Binding delivery periods begin on the date of the order confirmation, but not before all technical details have been fully clarified and any agreed down payment has been received.

Delays due to force majeure, official orders, supply shortages at suppliers, strikes, energy shortages, pandemics or comparable circumstances for which WALZPUNKT is not responsible release WALZPUNKT from the obligation to deliver for the duration of the obstacle and a reasonable start-up period. Claims for damages by the Customer due to late delivery are excluded in such cases.

WALZPUNKT delivers goods to Switzerland, Liechtenstein, Germany, Austria and France; deliveries to other countries are made by arrangement. For items that are not in stock, the order confirmation states the delivery date.

Shipping, packaging and transport costs are stated per delivery as a flat amount in the order confirmation and charged with the invoice. Collection from the workshop in Reichenburg is free of charge.

There is no right to return or exchange goods. WALZPUNKT takes back goods in perfect condition only by prior written agreement; a return is settled by a credit note. For defective goods, § 9 (Warranty) applies.

§ 8 Retention of title

Delivered goods remain the property of WALZPUNKT until all claims arising from the business relationship have been paid in full. WALZPUNKT is entitled to have the retention of title entered in the competent register. The Customer is obliged to cooperate in this.

The Customer must treat goods subject to retention of title with care and insure them against the usual risks.

§ 9 Warranty

For newly manufactured components and assemblies of its own production (e.g. Walzpunkt relay boards), WALZPUNKT provides for 12 months from delivery a warranty against defects in material and manufacture.

For repaired or refurbished assemblies and for service, repair and retrofit work performed on site, the warranty period is 6 months from acceptance.

Wear parts and damage resulting from improper operation, lack of maintenance, interference by third parties, use of unsuitable operating materials or force majeure are excluded from the warranty. The Customer must give written notice of obvious defects within 10 days of handover or commissioning, and of hidden defects within 10 days of discovery.

In the event of a warranty claim, WALZPUNKT may choose between rectification, replacement or refund of the corresponding portion of the contract price. If rectification or replacement fails twice, the Customer may demand rescission or an appropriate price reduction.

§ 10 Liability

WALZPUNKT is liable for damage due to gross negligence or intent to the extent permitted by law. Liability for slight negligence, indirect damage, consequential damage, loss of production, lost profit, data loss and third-party claims is excluded to the extent permitted by law.

Where WALZPUNKT is liable, its liability is limited in amount to the order value of the contract concerned.

WALZPUNKT AG accepts no liability for damage caused by the Customer or third parties through improper operation, maintenance or modification of the delivered or repaired installations.

§ 11 Confidentiality

Both parties undertake to keep confidential all confidential information, technical documents, plans, wiring diagrams, photos and data received in the course of the business relationship and not to use them for their own purposes outside the performance of the contract.

This obligation continues after the end of the contractual relationship.

§ 12 Data protection

Personal data are processed exclusively for the performance of the contract and within the statutory retention obligations. The Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR) apply.

Further information can be found in the Legal notice.

§ 13 Final provisions

Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid one that comes closest to the economic purpose of the invalid one.

Swiss law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Sales Convention).

The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Reichenburg, canton of Schwyz, Switzerland. However, WALZPUNKT remains entitled to sue the Customer at the Customer’s general place of jurisdiction.

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