General Terms and Conditions (GTC)

1. Scope and Basis of the Contract

1.1
These General Terms and Conditions (GTC) apply to all offers, deliveries, and services provided by W. Wahli AG, Freiburgstrasse 341, CH-3018 Bern, in particular to products and services under the TWILINE brand, as well as to orders placed through the online store.

1.2
These GTC apply to all customers of W. Wahli AG. Any deviating or supplementary terms and conditions of the customer shall apply only if they have been expressly acknowledged in writing by W. Wahli AG.

1.3
Individual written agreements shall take precedence over these General Terms and Conditions in the event of any conflicts.

1.4
Statements transmitted or recorded electronically shall be deemed equivalent to written form, provided that no mandatory statutory formal requirements preclude this.

2. Offers, Orders, and Conclusion of Contracts

2.1
Offers without an expressly stated acceptance period are nonbinding.

2.2
Orders placed by the customer constitute an offer to enter into a contract. The contract is generally concluded upon confirmation of the order by W. Wahli AG or upon performance of the work or shipment of the order. An automatically generated confirmation of receipt of an online order merely confirms receipt of the order and does not constitute acceptance, unless expressly stated otherwise.

2.3
The order confirmation and the documents specified therein are decisive for the type and scope of the delivery or service.

2.4
Obvious errors, typographical, calculation, or transmission errors, as well as obviously incorrect price quotations, may be corrected by W. Wahli AG. The customer will be notified of this immediately.

3. Products, Technical Specifications, and Country of Destination

3.1
Product descriptions, illustrations, drawings, technical data, and other information are provided for the purpose of describing the products. We reserve the right to make technical improvements and modifications, provided that such changes do not materially impair the agreed-upon function and usability.

3.2
Only those characteristics that are expressly designated as warranted or that form part of an individual contractual agreement are bindingly warranted.

3.3
Prior to placing an order, the customer must inform W. Wahli AG of any specific technical regulations, standards, or approval requirements of the intended country of destination or use, provided that these differ from the requirements specified for the offered product. Unless expressly agreed otherwise, the products will be delivered in accordance with the specifications and approvals provided by W. Wahli AG. Mandatory legal provisions of the respective country of destination remain reserved.

3.4
Technical documents, drawings, concepts, and documentation designated as confidential or that are confidential by their nature may not be disclosed to third parties or used for purposes not covered by the contract without the prior consent of W. Wahli AG.

4. Prices and Terms of Payment

4.1
The prices stated in the offer, order confirmation, or online store at the time of the order shall be binding. Unless otherwise stated, all prices are net, plus any applicable value-added tax as well as any shipping, packaging, insurance, customs, and other incidental costs.

4.2
For international shipments, customs duties, import taxes, taxes, or other government fees may apply. Unless these are expressly included in the agreed-upon price or in the delivery terms, they shall be borne by the customer.

4.3
For delivery or service periods exceeding six months, W. Wahli AG is entitled to apportion, on a reasonable basis, any significant increases in material, procurement, transportation, energy, or other costs directly related to the service that have occurred after the conclusion of the contract to the portion of the delivery or service that has not yet been rendered.

4.4
The payment terms specified in the order confirmation, invoice, or online store apply. Unless otherwise agreed, invoices are due within 30 days of the invoice date without any deductions.

4.5
Purchases on account via the online store are available exclusively to customers with a billing and shipping address in Switzerland and are subject to approval by W. Wahli AG. For customers outside Switzerland, the prepayment or online payment methods offered at the time of purchase are available. W. Wahli AG may require prepayment or another payment method regardless of the destination country and even for existing customers.

4.6
In the event of late payment, W. Wahli AG is entitled to withhold outstanding deliveries and services until all due claims have been settled in full. Interest on overdue receivables may be charged at a rate of 6% per year. In addition, reasonable reminder and collection costs may be invoiced. If, after the conclusion of the contract, circumstances come to light that give rise to reasonable doubts about the customer’s solvency, W. Wahli AG is entitled to require advance payment or an appropriate security deposit for outstanding deliveries and services and to withhold performance until such payment or security is provided.

5. Delivery, Shipping, and Transfer of Risk

5.1
Delivery times, delivery areas, and shipping costs are governed by the order confirmation as well as the shipping and delivery terms in effect on the website at the time of the order.

5.2
Stated delivery times are contingent upon all information necessary for fulfillment being available and agreed-upon advance payments and other obligations to cooperate having been fulfilled. Different delivery times may apply for products not in stock, larger quantities, custom designs, or in the event of exceptional supply shortages.

5.3
Partial deliveries are permitted provided they are reasonable for the customer. The shipping method and carrier are determined by W. Wahli AG, unless otherwise agreed.

5.4
The customer must inspect the delivery upon receipt for completeness and any visible transport damage. Visible transport damage must, if possible, be documented immediately with the carrier and reported to W. Wahli AG.

5.5
Title and risk shall pass to the customer upon handover of the goods to the carrier or in accordance with the agreed Incoterms, unless otherwise agreed.

6. Delay in Delivery and Force Majeure

6.1
Specified delivery and service dates as well as delivery periods are generally non-binding, unless W. Wahli AG has expressly confirmed them in writing as binding. A delay does not automatically entitle the customer to cancel the order or terminate the contract.

6.2
In the event of a delay in delivery, the customer must first set a reasonable written grace period for W. Wahli AG to fulfill its obligations. Withdrawal is generally possible only after this grace period has expired without action and subject to the statutory requirements. Cases in which a grace period is not required under mandatory law are reserved.

6.3
Delivery and performance deadlines shall be extended appropriately in the event of circumstances for which W. Wahli AG is not responsible. These include, in particular, natural disasters, fire, epidemics or pandemics, war, political unrest, embargoes, labor disputes, governmental measures, significant transportation or logistics disruptions, energy or raw material shortages, cyber incidents, as well as delivery delays or failures by manufacturers and suppliers for which W. Wahli AG is not responsible. W. Wahli AG shall not be liable for any damages resulting from such delays, provided that it is not responsible for the event or its consequences.

6.4
If such an event lasts longer than 90 days and fulfillment of the contract remains unforeseeable, both parties are entitled to withdraw from the contract with respect to deliveries or services not yet rendered. Deliveries and services already duly rendered remain unaffected. W. Wahli AG shall inform the customer of significant delivery delays as soon as they become apparent.

7. Retention of Title

7.1
The delivered goods remain the property of W. Wahli AG until full payment has been made, provided that a retention of title can be effectively established or registered under applicable law.

7.2
The customer agrees to cooperate with the actions necessary to establish or register a retention of title.

8. Notice of Defects and Warranty

8.1
The customer must inspect the delivery immediately upon receipt for completeness and visible defects and must report any defects found in writing within a reasonable period of time. Hidden defects must be reported in writing immediately upon their discovery. W. Wahli AG must be given the opportunity to inspect the reported defect and remedy it within a reasonable period of time.

8.2
For products sold, the warranty period is generally 24 months from the date of delivery. In the event of a valid warranty claim, W. Wahli AG shall, at its discretion, first provide either a repair or a replacement.

8.3
For work and services, the statutory or expressly contractually agreed warranty and statute of limitations periods apply. In the case of work services, W. Wahli AG must generally first be given the opportunity to remedy, free of charge, any defect for which it is responsible within a reasonable period of time. Mandatory statutory deadlines for inspection, notice of defects, remedy, and the statute of limitations remain unaffected.

8.4
Defects and damage for which W. Wahli AG is not responsible are excluded from the warranty, in particular those resulting from:

• natural wear and tear,

• improper installation or use,

• failure to follow assembly, operating, or maintenance instructions,

• unsuitable operating materials or power supplies,

• excessive mechanical or electrical stress,

• external influences,

• errors or defects on the customer’s part,

• faults in third-party products, third-party systems, or external interfaces,

• unauthorized modifications or repairs by the customer or third parties.

8.5
If a material defect for which W. Wahli AG is responsible cannot be remedied within a reasonable period of time, any further claims shall be governed by the contractual agreement and the applicable statutory provisions. Mandatory statutory provisions regarding warranty, rectification, inspection, notice of defects, and statutes of limitations remain reserved.

9. Voluntary Return and Credit

9.1
Irrespective of statutory rights regarding defects, W. Wahli AG may voluntarily accept the return of defect-free and correctly delivered products within 90 days of the delivery date, subject to prior notification and confirmation. This is subject to the condition that the products are in their original, unopened, unused, complete, and resalable condition. A copy of the delivery note and the corresponding invoice must be included with the return shipment.

9.2
The customer bears the costs and risk of the voluntary return. An administrative fee of 20% of the net sales price paid, with a minimum of CHF 50, will be deducted from the credit amount for processing and restocking.

9.3
Upon receipt and successful inspection of the merchandise, a credit will generally be issued within 20 days. The credit may be used to purchase other products from W. Wahli AG or TWILINE. No cash refund will be issued for voluntary returns.

9.4
Excluded from voluntary returns are, in particular, products that have been opened, used, damaged, are incomplete, or are no longer resalable, as well as products that have been custom-made, configured, modified, specially procured, or are no longer part of the regular product line. The terms of the voluntary return policy and the administrative fee do not apply to defective or incorrectly delivered products.

10. Services, Engineering, and Programming

10.1
Services such as consulting, engineering, project planning, programming, commissioning, training, support, error analysis, and maintenance are billed in accordance with the quotation, order confirmation, or actual time and effort expended.

10.2
The customer shall provide, in a timely manner, all information, documentation, access, and interfaces required for the performance of services, as well as the necessary technical and organizational prerequisites.

10.3
Additional expenses resulting from on-site errors, defects, or other circumstances for which W. Wahli AG is not responsible will be billed separately based on actual time and effort. This applies in particular to faulty installations, wiring, or power supplies, network and IT problems, errors in third-party products or systems, missing or faulty interfaces or project data, system components that are not operational, subsequent changes, as well as any resulting waiting times, additional travel, or repeat service calls. If, during a fault analysis or service call, no error or defect attributable to W. Wahli AG is identified, the time spent, as well as travel time, transportation costs, and incidental expenses, will be billed.

10.4
Programming and configurations are developed based on the agreed-upon requirements. Changes, enhancements, or optimizations beyond the agreed-upon scope of services are considered additional services and will be billed on a time-and-materials basis, unless they are intended to remedy a defect for which W. Wahli AG is responsible.

11. Acceptance of Services, Engineering, and Programming

11.1
To the extent that acceptance is required, the customer must inspect the services rendered within 10 business days of notification of completion, invoicing, handover, or commissioning. The period begins upon the occurrence of the first of these events. For services subject to mandatory statutory inspection or defect notification periods, these statutory periods take precedence.

11.2
Any identified defects must be reported in writing within the applicable period and documented in a comprehensible manner. Acceptance may generally be refused only on the grounds of material defects that significantly impair the agreed-upon use. Non-material defects, minor deviations, or outstanding work that do not materially affect the intended use generally do not justify a refusal of acceptance.

11.3
If neither a written acceptance nor a substantiated written notice of defects is provided within the applicable inspection and defect notification period, the service shall be deemed accepted, provided that the legal requirements for express or implied approval are met. Productive use of the system, programming, or function during normal operation may be deemed acceptance, provided that the circumstances indicate approval and the use is not exclusively for testing or evaluation purposes.

11.4
If an acceptance or inspection cannot be carried out, or cannot be carried out in full, for reasons beyond the control of W. Wahli AG, W. Wahli AG may notify the customer of its readiness for acceptance. This applies in particular in cases of lack of operational readiness, defects on the customer’s premises, uncompleted third-party work, missing interfaces, network or IT problems, or a lack of cooperation from the customer or third parties. Mandatory statutory deadlines for inspection and notice of defects are not shortened as a result.

11.5
Hidden defects must be reported in writing upon their discovery within the applicable statutory or contractual time limit. Requests for changes, enhancements, or optimizations that fall outside the agreed-upon scope of services do not constitute defects. Following rectification, the re-inspection may be limited to the services that were the subject of the complaint and have been rectified, as well as the functions directly affected by them. Partial services that can be independently tested and used may be accepted separately.

12. Liability

12.1
W. Wahli AG is liable exclusively for direct damages that can be proven to have been caused by a breach of its contractual obligations for which it is responsible.

12.2
Liability for indirect and consequential damages is excluded. This applies in particular to production and operational downtime, loss of use, lost profits or revenue, lost orders or business opportunities, data loss, additional costs resulting from operational interruptions, as well as indirect damages and claims by third parties.

12.3
W. Wahli AG is not liable for damages or impairments caused by circumstances beyond its control. This applies in particular to improper installation, operation, or use; failure to comply with technical specifications; interference by third parties, defects on the customer’s premises, third-party products or systems, and failures or disruptions of external interfaces, communication networks, Internet connections, cloud services, or network and IT infrastructures.

12.4
W. Wahli AG’s liability for direct damages is limited to the net order value of the delivery or service that directly caused the damage.

12.5
The foregoing exclusions and limitations of liability do not apply in cases of willful misconduct or gross negligence on the part of W. Wahli AG, nor in cases where liability cannot be excluded or limited due to mandatory statutory provisions.

13. Software, Rights of Use, and Digital Services

13.1
To the extent that products or services contain software, firmware, web server functions, or other digital components, the customer shall receive the rights of use necessary for use in accordance with the contract. All other property rights, copyrights, and other intellectual property rights in software, firmware, technical documentation, concepts, and documentation remain with W. Wahli AG or the respective rights holders.

13.2
The customer is responsible for backing up their individual configurations, access data, and project-specific data, unless otherwise agreed.

13.3
W. Wahli AG assumes no liability for the functionality and continuous availability of third-party products, external services, communication networks, Internet connections, or external interfaces to the extent that these lie outside its sphere of influence and responsibility. Adjustments resulting from subsequent changes to third-party products, external services, or interfaces will be billed on a time-and-materials basis.

14. Data Protection

14.1
W. Wahli AG processes personal data in connection with offers, orders, deliveries, support, and the use of its digital offerings in accordance with applicable data protection laws.

14.2
Further information regarding the processing of personal data is contained in the current privacy policy on the website.

15. Final Provisions

15.1
The version of these General Terms and Conditions that was effectively incorporated at the time the contract was concluded shall apply to that contract. W. Wahli AG may amend these General Terms and Conditions for future transactions. Amendments shall not apply retroactively to contracts already concluded, unless otherwise expressly agreed.

15.2
Should any individual provision of these General Terms and Conditions be or become invalid, void, or unenforceable, the remaining provisions shall generally remain unaffected. The invalid, void, or unenforceable provision shall be replaced by the applicable statutory provisions.

16. Governing Law and Jurisdiction

16.1
All contractual relationships with W. Wahli AG are governed by Swiss substantive law, excluding conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2
The exclusive place of jurisdiction for all transactions is W. Wahli AG, Switzerland.

Effective: August 2026