Terms & Conditions

Vuna GmbH – General Terms and Conditions

Valid from: 30.6.2025

1. Application

These general terms and conditions (GTC) apply to all contracts under which we, Vuna GmbH, Dübendorf, provide services, create works or other work results, and/or sell products (hereinafter collectively referred to as "Services"). General terms and conditions of the contractual partner ("Customer") shall only apply if their validity has been expressly acknowledged by Vuna. Upon confirmation of the order or placement of the order, these general terms and conditions are deemed to be accepted by the Customer. This is an automatically translated text. The original in German is the legally binding version.

2. Offer, order, placing of order

Our offers are non-binding and, as stated in the offers, are subject to a time limit. We reserve the right to accept or reject an order, as well as to make any changes to the offer until the relevant details have been clarified. A contract is concluded upon receipt of the customer's written order confirmation.

3. Scope of services

Our order confirmation is decisive for the scope and execution of the delivery. Materials and services not included therein will be invoiced separately. The following service types are distinguished:

  • Factory:
    Unless expressly agreed, Vuna is obliged to deliver a work with specific characteristics. In addition to these General Terms and Conditions, the provisions governing contracts for work and services (Art. 363 et seq. of the Swiss Code of Obligations) apply.
  • Purchase item:
    To the extent that Vuna's service is limited to the delivery of a pre-existing product, the provisions of the law governing sales contracts (Art. 184 et seq. of the Swiss Code of Obligations) apply in addition to these General Terms and Conditions.
  • Order:
    In other cases where Vuna undertakes to act with due care, e.g., in the context of specialist planning services, the provisions of contract law (Art. 394 et seq. of the Swiss Code of Obligations) apply in addition to these General Terms and Conditions.

As Vuna, we undertake to deliver or provide the purchased item, the work to be created, and/or the services to be rendered in accordance with the agreements. We will exercise the due care required by the Code of Obligations in the execution and fulfillment of the contract.

4. Involvement of third parties

Unless otherwise expressly agreed, we may engage third parties to fulfill our contractual obligations. If the implementation of a project (e.g., construction of a facility) requires third-party services that are not included in the services owed by us according to the order confirmation, the customer must conclude the contracts with the third parties directly in their own name. The engaged third parties are liable to the customer for their own work within the framework of the contract concluded between them, and Vuna assumes no warranty or liability for the execution of the order or the work of these third parties.

5. Plans and technical documents

All plans, drawings, calculations, and other technical and other documents are protected by copyright and are our property. They may therefore not be copied, copied, used, or made available to third parties. Dimensional sketches, diagrams, illustrations, and weight specifications, as well as other information in price lists and printed materials, are non-binding unless otherwise agreed.

6. Delivery conditions

  • Benefits & Dangers:
    Deliveries are made ex works (EXW, Incoterms 2020) from the Vuna workshop. Benefit and risk are transferred to the customer upon departure of the delivery from the workshop, even if the delivery includes assembly, installation, and commissioning based on a separate agreement. If shipment is delayed for reasons beyond our control, the delivery will be stored at the customer's expense and risk. Should delivery fail despite two delivery attempts, we may withdraw from the contract. Outstanding invoices remain due, and we may charge for any additional costs.
  • Delivery area:
    We deliver our works and purchased items within Switzerland and the EU under the stated conditions. Beyond these terms, deliveries are made by arrangement and at our discretion.
  • Delivery times:
    Unless otherwise stated in the offer, the delivery time for Switzerland is usually a maximum of 1 week. For deliveries within the EU, the delivery time is between 1 and 4 weeks. If a longer delivery period is necessary, we will inform the customer at the latest after this time has elapsed. Agreed delivery dates are guidelines and not fixed dates within the meaning of Art. 108 Para. 3 of the Swiss Code of Obligations. We are not responsible for delivery delays due to events that make delivery difficult or impossible for us, even if they occur with delivery companies or the customer, even if binding deadlines and dates have been agreed. In this case, our contractual obligations are suspended until the event has been resolved.

7. Terms of payment

  • Prices:
    Unless otherwise agreed, our prices are net and in Swiss francs (CHF) ex-works (EXW, Incoterms 2020), plus VAT, packaging, insurance, shipping, any customs duties, fees, or other charges. Exception: In our online shop, the statutory VAT for Switzerland is included in the displayed price. If a significant (> 10%) price increase occurs after the contract has been concluded or the order has been placed (e.g., due to rising raw material prices or fluctuating exchange rates), we reserve the right to make an adjusted offer, which the customer can accept or reject.
  • Settlement:
    It is not permitted to reduce, withhold, or offset payments due to complaints, claims, or counterclaims not recognized by us. Payments remain due even if minor parts are missing but this does not prevent the delivery from being used, or if rework proves necessary.
  • Payment deadline:
    Within Switzerland, invoicing occurs after delivery of the work, purchased items, or services. We may request payment in advance. Fees are invoiced monthly or quarterly after the service has been rendered. Payment is due within 30 days of the invoice date. Payment deadlines must be met even if the delivery or acceptance of the purchased item or work is delayed for reasons beyond our control. Outside Switzerland, we deliver against advance payment, unless otherwise agreed.
  • Late payment:
    Upon expiration of the payment deadline, the customer will be in default (without notice). In this case, we are entitled to suspend performance of the contract and charge interest at a standard market rate (in any case, at least 51% pa) and demand immediate payment of all outstanding amounts, including default interest. If the customer fails to pay the amounts owed within 10 calendar days, Vuna is entitled, at its sole discretion:
    • to demand fulfilment of the contract together with compensation for damages caused by the delay in payment,
    • to withdraw from individual or all open contracts without compensation and to demand compensation, and/or,
    • to make further deliveries only against security or advance payment.
      The purchased item or work remains the property of Vuna until full payment has been made.

8. Testing and acceptance

We or our suppliers will inspect the deliveries and services prior to shipment as usual. If the customer requests further inspections, these must be agreed upon separately and paid for by the customer. The customer must inspect the delivery within 7 days of receipt and immediately notify Vuna or the relevant supplier in writing of any defects. Failure to do so will result in the deliveries and services being deemed approved.
The customer must inspect the delivered work upon completion and immediately record any defects in writing. If no defects are found after the acceptance test, which is carried out jointly with the customer, the work is deemed accepted upon completion of the inspection. If defects are found during the acceptance test, which is carried out jointly with the customer, that do not affect the functionality of the system, the work is also deemed accepted. However, we must remedy the defects identified within a reasonable period of time. If significant defects are found during the acceptance test, the acceptance test will be postponed and a new acceptance date will be agreed upon jointly. A notification of defects does not release the customer from their payment obligations.

9. Warranty

In connection with work deliveries performed by us or purchased items delivered by us, we undertake, for a period of 24 months from the completion of a work or delivery of a purchased item, to repair or replace, at our own discretion, all parts that are demonstrably defective or unusable due to poor materials, faulty design, or inadequate workmanship, as quickly as possible. Replaced parts become our property. Any further claims by the customer due to defective delivery, in particular claims for damages and withdrawal from the contract, are excluded. Damage resulting from natural wear and tear, inadequate maintenance, disregard of operating instructions, incorrect operation, excessive use, and other reasons for which we are not responsible are excluded from the guarantee.
In cases where the work is delivered by third parties commissioned by the customer, Vuna assumes no warranty in connection with the work delivered by these third parties. In this case, the customer must notify the supplier of any defects in the work directly and assert its legal claims against the supplier.

10. Liability

Vuna's liability is limited to intentional or grossly negligent acts. Furthermore, any liability (including, but not limited to, indirect damages such as lost profits, fines, etc.) of Vuna and its vicarious agents is expressly excluded. To the extent that Vuna's liability is excluded or limited, this applies to all possible liability bases (including liability for positive breach of contract, for the consequences of delay, for the consequences of poor or non-performance, and non-contractual liability) and also to the personal liability of our employees, workers, staff, and vicarious agents.
Under no circumstances shall we be liable for claims for compensation for damages that did not occur on the delivered item itself or that must be covered by statutory product liability.

11. Data protection

Our privacy policy is part of these Terms and Conditions (vuna.ch/datenschutzerklaerung). In principle, we may use third-party services (e.g., cloud services) for data storage and processing. Customers ensure that they are authorized to transmit their data to us in accordance with the provisions of applicable data protection legislation.

12. Place of jurisdiction and applicable law

The contractual relationship between the customer and Vuna is governed by Swiss substantive law, excluding Swiss conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract between the parties, their authorized representatives, or legal successors is the registered office of Vuna. Vuna may also sue the customer at their registered office.

13. Final provisions

Should parts of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be replaced mutatis mutandis by the relevant statutory provisions.