Terms and Conditions

Provider:
WinCan AG
Irisweg 12
CH – 3280 Murten
VAT No. 124 695
Commercial register no. CH-217.0.530.673-9

Contact
WinCan AG
Irisweg 12
3280 Murten
Switzerland
Tel +41 (0) 26 672 37 37
Fax +41 (0) 26 672 37 38
Managing Director: Martin Hien

General Terms and Conditions of WinCan AG

1. Scope of validity
These General Term and Conditions (GTC) apply to all agreements concluded by WinCan AG (hereinafter: WinCan). Additional terms and conditions, in particular general terms and conditions of the contractual partner of WinCan, shall only apply if WinCan expressly agrees to their validity in writing. If there is a contradiction between these GTC and additional conditions of WinCan’s contractual partner, it is the responsibility of WinCan’s contractual partner to initiate negotiations, otherwise it is assumed that he waives his own conditions. Subsidiary agreements as well as amendments and supplements to these GTC must be made in writing in order to be valid. This also applies to changes to the written form requirement.
The contractual partner of WinCan declares his agreement with these GTC by concluding the contract.

2. Offers / price lists
Unless otherwise stated in the documents, WinCan’s offers are valid for 30 days after the offer has been made. Price lists are valid for 30 days from publication. However, these do not constitute an offer.

3. orders
Orders and order confirmations must be made in writing to be valid. Until the conclusion of the contract, WinCan is at liberty to break off contract negotiations at any time without incurring costs. If the conclusion of the contract is made dependent on an order confirmation, WinCan shall only be bound if this confirmation does not deviate from the order, even if it only concerns objectively insignificant points.

4. prices/payment conditions
All prices quoted are net prices excluding VAT. Value added tax is payable in addition.
Prices are calculated in Swiss francs (CHF). Any ancillary costs, in particular packaging costs and, in cases where the purchased goods have to be shipped to a place other than the place of performance, transportation costs, shall be owed in addition. Unless otherwise agreed, payment shall be made within 30 days of invoicing.

5. delivery period
The delivery is due on the agreed delivery date.
The agreed delivery period shall be deemed to have been met if the goods have left WinCan’s factory by the end of the period or, if the goods are not dispatched by WinCan, the contractual partner has been notified by WinCan that the goods are ready for collection.

6. Transfer of risk
The transfer of risk shall take place as soon as the goods have left WinCan’s factory. WinCan’s contractual partner shall bear the transportation risk. Deliveries shall be made at the registered office of the seller (WinCan AG – Murten – Switzerland) in accordance with Incoterms 2020, unless otherwise agreed.

7. Retention of title
WinCan remains the owner of the goods until full payment has been received. WinCan is authorized to take back the goods if the contractual partner acts in breach of contract. The contractual partner is obliged to surrender the goods. Taking back the goods shall not affect the contractual obligations of the contractual partner, in particular the obligation to pay remuneration.

8. Warranty
The contractual partner is obliged to inspect the goods immediately after delivery and, if necessary, to give notice of defects. Notifications of defects made more than five days after delivery shall be deemed to be late. This does not apply to complaints for hidden defects, which must be reported immediately after discovery. Notification of defects must be made by registered letter.
WinCan is authorized to rectify any defects or have them rectified within a reasonable period of time.
Warranty claims expire one year after delivery of the goods.

9. Liability
The contractual liability of WinCan and its legal representatives and vicarious agents is limited to intent and gross negligence. Subject to the foregoing, in no event shall WinCan be liable for personal injury or incidental special, indirect or consequential damages of any kind, including, without limitation, lost profits, loss of data, business interruption or other commercial damages or losses arising out of or in connection with the use of the WinCan Software or the inability to use the WinCan Software, regardless of the legal basis of liability, even if WinCan has been advised of the possibility of such damages.

10. Withdrawal
WinCan is entitled to withdraw from the contract in the following cases:

• In the event of a breach of material contractual obligations by the contractual partner.
• If WinCan’s claim for payment is jeopardized.
  Otherwise, the right of withdrawal of both contracting parties shall be determined in accordance with the respective statutory provisions.

11. place of fulfillment
The place of performance is Murten, Switzerland.

12. choice of law
The entire contractual relationship is subject to Swiss law. The application of the Vienna Sales Convention (SR 0.221.211.1) is expressly excluded.

13. place of jurisdiction
The place of jurisdiction for all legal disputes arising from the contractual relationship and its creation and effectiveness is Murten, Switzerland. However, WinCan is entitled to sue the contractual partner at his place of residence/registered office.

Status: December 2024