General terms and conditions (GTC)

These GTC govern the sale, delivery and services of Walter Looser AG. They apply to all Contractual relationships, provided they are expressly or tacitly accepted by the customer.

1. scope of application

1.1 Subject matter

These GTC govern the sale and delivery of semi-finished products and standardized finished parts as well as the provision of services by Walter Looser AG.

1.2 Applicability

The GTC apply to all contractual relationships between Walter Looser AG and the customer, insofar as they are expressly or tacitly recognized by the customer.

1.3 Deviating terms and conditions

Deviating terms and conditions of the customer do not restrict these GTC. They shall be deemed approved if the customer does not notify us in writing within 8 days of sending the order confirmation (date of postmark) which conditions he does not accept.

2 Rights and obligations of Walter Looser AG

2.1 Scope of services & price

The scope, content and price of the deliveries and services are based on the written order confirmation.

2.2 Provision of services & third parties

Walter Looser AG shall provide services within the scope of available operational resources and may engage third parties.

2.3 Excess/short delivery & changes

An excess or short delivery of up to 10% compared to the order quantity is permitted. Subsequent changes to contractual services require a written amendment to the individual contract, including any effects on the schedule and remuneration.

2.4 Retention of title

In Switzerland, Walter Looser AG reserves the right of retention of title until full payment has been made. The customer authorizes Walter Looser AG to have the retention of title registered at the customer's expense and, if necessary, to register liens and complete formalities.

In the case of deliveries abroad, ownership of the delivered products shall remain with Walter Looser AG until full payment has been made, in accordance with the law applicable at the place of delivery. Costs and necessary obligations to cooperate shall be borne by the customer.

3. rights and obligations of the customer

3.1-3.3 Cooperation & information obligations

The customer shall support Walter Looser AG by providing timely, clear instructions and making the necessary information available. The customer warrants that the information provided is complete and correct.

Costs incurred by Walter Looser AG due to non-fulfillment or poor fulfillment of cooperation obligations shall be charged to the customer additionally.

3.4 Acceptance (if agreed)

If acceptance has been agreed, the work result shall be deemed to have been accepted if it has been successfully tested in accordance with the acceptance procedure. If the procedure is delayed for reasons for which Walter Looser AG is not responsible, acceptance shall be deemed to have taken place on the originally agreed date. In any case, the work result shall be deemed to have been accepted if the customer uses or could use it productively. Minor defects shall not prevent acceptance.

3.5 Liability of the customer

The customer is liable to Walter Looser AG for all damages resulting from breaches of its contractual obligations.

4. prices, invoicing and terms of payment

4.1 Offers & acceptance

Due to fluctuating metal and exchange rates, offers are subject to change. An order shall only be deemed accepted when it has been confirmed in writing by Walter Looser AG.

4.2-4.3 Prices

Prices and fees are set out in the individual contract. Unless otherwise stated, prices are in CHF, excluding VAT, fees/duties, transport, transport insurance, packaging, ancillary costs and expenses.

4.4 Payment term

Invoicing and due date are regulated in the individual contract. Unless otherwise agreed, invoices shall be issued upon delivery and payment is due net without deductions within 30 days of the invoice date.

4.5 Down payment

If Walter Looser AG requests a down payment, this must be made within 10 days of conclusion of the contract. The down payment will be offset as part of the current invoicing process.

4.6 Offsetting

Offsetting of the customer's claims is only permitted with the written consent of Walter Looser AG.

4.7 Default in payment

If payment deadlines are not met, default interest of 8% p.a. shall be owed from the due date without further reminder. We reserve the right to suspend deliveries/services and/or to withdraw from the contract immediately, if the customer continues to fail to pay despite two written reminders.

4.8 Doubts about ability to pay

If justified doubts arise during the delivery period as to solvency, Walter Looser AG may demand securities or withdraw from the contract without this giving rise to any claims on the part of the customer.

5 Warranty and liability of Walter Looser AG

Note: The following is a modernized, more readable presentation - based on the content of your text.

5.1-5.3 Performance, delivery, transfer of risk

Deliveries are generally deemed to have been made when they are ready for transportation from the Walter Looser AG warehouse ramp. Services without a delivery component are deemed to have been provided when the work result is handed over.

Benefit and risk shall pass to the customer as soon as the delivery has left the Walter Looser AG ramp warehouse - even in the case of partial deliveries.

5.4 Illustrations & details

Illustrations, dimensions and information on the website or in documents are prepared with care, but are non-binding. Liability for incorrect or incomplete information is excluded.

5.5 Delivery periods & force majeure

Delivery periods are non-binding unless a binding date has been agreed. Dates/deadlines are set out in the individual contract. Guaranteed deadlines are subject to force majeure and delays in delivery by subcontractors.

If the customer fails to comply with obligations to cooperate, deadlines shall be suspended for the duration of the delay. A delay in delivery does not entitle the customer to unilaterally withdraw from the contract.

5.6 Demise/loss on the way to Walter Looser AG

If a delivery is lost or destroyed during transportation from the supplying plant to Walter Looser AG and no replacement can be procured at short notice under the same conditions, the individual Conditions can be procured at short notice, the individual contract shall be deemed terminated. Claims for damages by the customer are excluded.

5.7-5.9 Warranty & rectification

Walter Looser AG warrants that products meet the specifications set out in the individual contract upon delivery/acceptance. Care and expertise are owed for services; any liability for design and material proposals is excluded.

In the event of defects within 6 months, there is only a right to rectification. The prerequisite is a written, comprehensible notice of defects within 5 working days of discovery.

In the event of a justified material defect, Walter Looser AG shall endeavor to provide a replacement delivery. The customer must accept the replacement delivery offered. If this is impossible, the customer shall receive the remuneration that Walter Looser AG receives from the supplier according to usances. Further claims are excluded.

5.10 Force majeure / unforeseen circumstances

In the event of force majeure or unforeseen circumstances (e.g. export restrictions, shortage of raw materials/energy, strike, fire, acts of nature Acts of war, etc.), any liability for poor performance or non-performance is excluded. Deliveries with delay are to be accepted; Compensation for damages or cancellation are excluded. Likewise, there are no claims for non-delivery if fulfillment is unreasonable.

5.11 Scope of liability

Walter Looser AG is liable for direct damages within the scope of the individual contract, provided that gross negligence or intent can be proven. Any further liability (in particular indirect damages/consequential damages such as loss of profit, additional expenses, third-party claims, loss of production, loss of data and liability for slight negligence) is excluded, Loss of data and liability for slight negligence) is expressly excluded.

There is no liability for misuse/damage by third parties, for the costs of repair/support services or for interruptions to operations in connection with troubleshooting, maintenance or technology introductions.

5.12 Exclusion of further claims

Further warranty claims against Walter Looser AG are excluded.

6. final provisions

6.1 Amendments to the GTC

Walter Looser AG may amend these GTC at any time. Changes will be communicated in writing. If no objection is received within 30 days, the changes shall be deemed accepted.

6.2 Severability clause

Should a provision be void, invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. Invalid provisions shall be replaced by provisions that come as close as possible to the economic intent of the invalid provision; if necessary, other provisions shall be adapted.

6.3 Applicable law

Swiss substantive law shall apply exclusively.

6.4 Place of performance & place of jurisdiction

The place of performance and exclusive place of jurisdiction for disputes in connection with these GTC shall be the registered office of Walter Looser AG (currently Zurich). Walter Looser AG is also entitled to sue the customer at the customer's domicile.