Terms and Conditions of Sale

Welcome to our Time Designers boutique! We are thrilled to showcase our premium watches and extend our best wishes for a delightful online shopping experience. The following document (refered to as the “Agreement”) outlines our Terms and Conditions of Sale (Terms and Conditions), which apply to each and every one of our watches (collectively referred to as the “Watches,” and individually as the “Watch”).

We, the Sellers, are currently developing a rare and innovative model of watch named "Shapeshifter" (see watch description) (each a Watch, if several the Watches). The Sellers are accepting orders for such Watches, to be delivered upon completion. Completion should take around 2 years as of the Deposit on each Watch. The Buyer wishes to purchase one or more watches depending on the quantity ordered, deliverable upon completion (vente sur chose future).

Capitalized terms used in these Terms and Conditions shall have the meaning ascribed to them herein.

(a) The Sellers sells Watch[es] of the Shapeshifter model, pursuant to Art. 184 et seq. of the Swiss Code of Obligations (contrat de vente), to the Buyer who accepts such Watch[es], pursuant to the terms and conditions of these Terms and Conditions (vente sur chose future).

(b) The Shapeshifter models are currently being developed by the Sellers and the Watches will be available to the Buyer for Delivery upon production.

(c) Details of the Shapeshifter model are provided by the Sellers to the Buyer in the watch description page - Shapeshifter brochure 1.

(d) The final design of each Watch will be provided to the Buyer at the earliest 1 year after and at the latest 2.5 years after Deposit on each Watch.

The price of watches is indicated on the WATCHES website page, all taxes included.

The total purchase price for 1 Watch will thus be CHF 54'050 (Purchase Price) including 8,1% VAT. The Purchase Price shall be settled by the payment of a Deposit and a balance payment as foreseen in 3.3 et 3.4 below (together the Payment).

A deposit of CHF 10,000 per watch (Deposit) will be transferred to the Seller’s bank account below by making a payment of CHF 10,000 on the Seller's website and checking the box confirming acceptance of the Terms and Conditions of the transaction.

(a) The balance of the Purchase Price shall be paid (i.e. CHF 44,050 per Watch including VAT) by the Buyer to the Sellers on the aforementioned Sellers Bank Account upon Delivery (as defined below) (the Balance Payment).

(b) In case of a failure by the Buyer to make the above-mentioned Balance Payment upon Delivery, or in case Delivery does not happen for any reason not attributable to the Sellers, the Sellers may at their sole discretion cancel the contract and any Payment (including the Deposit) received to date will be retained by the Sellers as liquidated damages, with no further obligation by either Party. 

As of the moment of the Deposit, the Company shall update the Buyer annually on the general production status of each relevant Watch.

(a) The final design of each Watch will be communicated to the Buyer, to the email address provided under Section 6.3(a) hereunder, between 1 year and 2.5 years as of Deposit on each Watch (the Final Design).

(b) Within 30 calendar days of receiving the Final Design, the Buyer may accept the Final Design or refuse the Final Design, in writing. By refusing the Final Design, the Buyer terminates the present contract (unless agreed otherwise in writing by both Parties). 

(c) If (i) the Buyer has made Deposit for multiple Watches, (ii) such Watches corresponding to different Final Designs and (iii) multiple Final Designs are thus communicated to the Buyer, the Buyer may then choose to explicitly terminate this contract, in writing, in relation to the Watches corresponding to a certain Final Design, whilst maintaining this contract, in writing, for the Watches corresponding to another Final Design.
Any such modification of the present contract will be included in an amendment to this contract, signed by both Parties.

(d) In case the Buyer fully or partially terminates the present contract based on Section 5(b) or 5(c) above, any Payment (including the Deposit) received to date will be retained by the Sellers as liquidated damages, with no further obligation by either Party. 

(a) Delivery of the Watch(es) shall be made at the Seller’s premises (as inscribed in the Swiss Commercial Register at that moment in time). 

(b) Delivery to any other location shall be organized by the Buyer, to the Buyer’s sole risk and expense.

(a) Delivery shall be made within 3 years of Deposit, it being understood and accepted that each Watch will take approximately 2 full years to be produced as of the moment of the Deposit (Production Period). 

(b) In case the Watch(es) have not been fully produced during the Production Period, Sellers will use their best efforts to finish producing the Watch(es) as quickly as possible thereafter, whilst thereafter updating Buyer on a bi-annual basis.

(c) Upon notice given in writing (including email) to the Buyer that the Watch(es) have been produced and are thereof made available to the Buyer for delivery at the Seller’s premises (Notice), the Buyer shall have 30 calendar days to come to the Seller’s premises in order to receive delivery of the Watch(es) (Delivery).

1. Notice shall be given by the Sellers to the Buyer at the email address communicated to the buyer on the seller’s website.
2. Any change in the email address above shall be communicated by the Buyer to the Sellers in writing at the following email address of the Sellers: contact@abclab.ch. 
3. The Sellers shall also communicate any change of email address in writing (by email) to the Buyer.

1. During the Production Period, the Watch(es) shall remain on the Seller’s premises, at the Seller’s own risks. 
2. All risks transfer to the Buyer upon Notice being given to the Buyer.

1. Buyer has the right to inspect a Watch within 10 calendar days of Delivery (the Inspection Period). 
2. Failure to notify the Sellers about any quality, conformity or any other issues within the Inspection Period shall be deemed acceptance of such Watch.

(a) If a delivered Watch fails to conform to these Terms and Conditions, including its watch description, Buyer may only require Seller, at Seller’s option :

(i) either to remedy the non-conformity by repair at its own expenses and without causing unreasonable inconvenience to Buyer,

(ii) or to deliver a substitute Watch within a reasonable amount of time.

(b) If Seller considers remedy of the non-conformity by repair or delivery of a substitute Watch as impossible or unreasonable, Seller may also, at its own option, offer to Buyer that Buyer retain the non-conforming Watch at a reduced Purchase Price, in which case the reduction may not be more than 10% of the Purchase Price. Buyer is free is to accept or refuse such proposal.

(a) The Seller guarantees the quality of the Watches and provides a 2 year warranty covering any manufacturing defects. Any such defect must be notified to the Seller within 5 calendar days of finding such defect. 

(b) The Seller’s options above, under Section 6.2 Remedies for non-conformity, also apply in the same manner to any guarantee claims made by the Buyer.

(c) No other guarantee whatsoever is given by the Seller.

1. Without prejudice to any other provision of this Contract excluding or limiting Seller’s or Buyer’s liability, neither Seller nor Buyer shall be liable towards the other Party (or any third-party) for any indirect or consequential damages whatsoever (including loss of profit and business opportunities) resulting from any breach under this Contract, to the extent permissible by the applicable national law.
2. Liability of the Seller for direct damages is limited exclusively to situations of wilful misrepresentation and/or gross negligence.
3. Any action against the Seller regarding Liability must be filed within three years of the occurrence of the relevant damage, or be prescribed (péremption).
4. In all cases, the maximum total amount payable in damages by the Seller, in relation with a damages claim relating to the sale of any one Watch, is limited to the amount of the respective Watch’s Balance Payment, respectively the respective Watch’s Deposit if the Balance Payment has not been paid.  

Each Party represents and warrants to the other Party that it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full power, authority and legal right to execute, deliver and perform this Agreement, its execution, delivery or performance and that there is no third-party consent required to execute the Agreement.  

(a) The terms and existence of this Agreement are confidential and will not be disclosed by the undersigned except as otherwise agreed in advance by each of the parties hereto (Confidential Information).

(b) The non-disclosure obligation shall not apply to any disclosure of Confidential Information required by law or regulations. In the event a disclosure of Confidential Information is required by law or regulations (including, without limitation, for tax, audit or regulatory purposes), the disclosing Party shall use all reasonable efforts to arrange for the confidential treatment of the materials and information so disclosed.

(c) Nothing herein shall restrict a Party from: 

(i) granting third parties customary due diligence access for purposes of financial, commercial, strategic or similar transactions based on appropriate non-disclosure and non-use agreements or a Party;

(ii) disclosing Confidential Information in order to make use of the rights and to comply with the obligations under this Agreement.

Each Party will bear its own respective costs with regards to this Agreement and any actions described therein.

Any and all taxes, custom duties and other public charges imposed on one of the Parties in connection with this Agreement and the transactions contemplated hereby are to be borne by the Party on which such tax, custom duty or public charge is imposed.

The present Agreement shall enter into force upon the date of its signature by the Parties hereto.