General terms and conditions

General Terms and Conditions ("GTC"), valid from March 30, 2023

All our services are subject to these terms and conditions in their entirety, unless they have been expressly amended or supplemented by written agreements.

Our offers are of a temporary and confidential nature. Under no circumstances may they be transferred, assigned or disclosed to third parties without our prior written consent. At our request, all documents provided must be returned to us in full if no corresponding orders are placed. Any breach of these duties of discretion and return would entitle us to compensation or withdrawal from the contract.

Unless clearly stated in a different currency, all prices are in Swiss francs excluding VAT.

Any services not agreed in writing will be charged at cost.

Invoices for a delivery shall be issued as soon as the goods are ready for delivery if the time of delivery is delayed by the customer. our invoices are payable within 30 days of the invoice date without any deductions, unless otherwise agreed in writing.

Bills of exchange and checks shall not be considered as payment until they have been cashed and definitively received.

Only the services or obligations agreed when the order was placed shall apply to the existence of acceptance. If these originally agreed obligations are fulfilled, OdeServices GmbH shall be entitled to charge the agreed costs for this.

The customer shall be in default upon expiry of the payment deadlines. The default interest owed from this time onwards shall be calculated in accordance with the usual bank interest rates for unsecured loans, but shall be at least 4% above the respective discount rate of the Swiss National Bank.

In the event of late payment, we reserve the right to withdraw from the contract, to reclaim the delivered products and installations and, if necessary, to claim damages.

We always try to adhere to the carefully calculated delivery times stated by us, even under unforeseeable difficulties. However, we cannot give any binding assurances in this respect. In all cases of force majeure, we are released from the obligation to meet delivery deadlines without the customer having the right to withdraw from the contract and/or claim damages.

OdeServices GmbH warrants that the work assigned to it will be carried out carefully and professionally, but our warranty shall be limited, at our discretion, to repair or replacement of the defective products or components or to compensation for the material value of the products or components not replaced. Any further material or legal warranty, in particular for so-called indirect or consequential damages, is excluded.

The right to rescission or reduction is excluded. Unless otherwise agreed in writing, there is no entitlement to an on-site warranty. software as a service or in combination with system solutions/complete systems is tacitly accepted after 4 weeks from the date of delivery, i.e. any adjustments after this period are subject to payment. If an acceptance procedure has been agreed and passed, any adaptations will be subject to a charge from the date of acceptance.

OdeServices GmbH accepts no liability for third-party units provided by the customer which are used or integrated for the development of a service or system solution. In this respect, the status of our employees shall be equivalent to that of the customer's internal employees and any warranty obligation shall lapse if the customer or third parties make changes or repairs to the goods or services supplied by us.

In the event of recognizable defects, the customer must notify us immediately upon receipt of the delivery. If hidden defects only become apparent later, notification must be made immediately after discovery. If the customer fails to notify us of defects immediately, the product shall be deemed to have been approved.

We reserve title to all products sold until receipt of the full purchase price and are entitled to arrange for a corresponding entry to be made in the relevant retention of title register.

Except in the case of universal succession, neither party is entitled to transfer its rights and obligations under this contract to a third party without the prior written consent of the other party.

Unless otherwise agreed, the customer shall have no claim to software source code, CAD data, development and production documents; unless the order is a time and material contract without a cost ceiling, all developments, including customer-specific developments, shall be the intellectual property of OdeServices GmbH.

Unless otherwise specifically agreed in writing, Swiss law shall apply to all deliveries and installation work in Switzerland and abroad. Any foreign mandatory provisions to the contrary must be specifically stated in the corresponding contracts.

The place of jurisdiction for all legal disputes between the customer and OdeServices GmbH, irrespective of the grounds on which they have arisen, shall in all cases be the court at the registered office of OdeServices GmbH.

All cases of breach of contract and their legal consequences as well as all claims of the customer, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction in price, rescission of the contract or withdrawal from the contract not expressly mentioned are excluded. The customer shall not be entitled to claim compensation for damages that have not occurred to the delivery item itself, such as loss of production, loss of use, loss of orders, loss of profit or other direct or indirect damages. This exclusion of liability does not apply to unlawful intent or gross negligence on the part of the supplier, but it does apply to unlawful intent or gross negligence on the part of auxiliary persons. Incidentally, this exclusion of liability shall not apply insofar as it conflicts with mandatory law.

OdeServices GmbH, 8620 Wetzikon