Purchasing conditions

• By accepting the order or delivery of the ordered goods, the supplier agrees to the following conditions and all conditions specifically listed on the order forms.
• The order shall be deemed accepted if it is not rejected in writing within 5 working days of receipt.other and/or deviating terms and conditions shall only be binding if the supplier expressly draws attention to them in writing and OdeServices GmbH expressly approves them in writing.the supplier shall bear all costs for the preparation of an offer, even if a contract is not concluded.

• The agreed prices for deliveries and services are fixed prices (net).
• The supplier must issue a VAT-compliant invoice stating the order number, article number, number of parts supplied and unit prices; if the packaging costs are not included in the price, they must be shown separately.
• The supplier is obliged to take back the packaging material and dispose of it in an environmentally friendly manner.

• The delivery and service shall be due on the agreed delivery date or at the end of the delivery period at the destination (fixed date). If the agreed deadlines and dates are not met, the supplier shall be in default without a reminder, and the supplier may only invoke the absence of necessary services to be provided by OdeServices GmbH if it has requested these in writing in good time and sent a reminder.
• OdeServices GmbH shall be entitled to all statutory claims for late performance or delivery.

• The supplier is obliged to inspect the delivery or have it inspected at its own expense. OdeServices GmbH is under no obligation to inspect the delivery. Acceptance and productive use of the delivered products shall not imply their approval.

• The supplier shall be liable for ensuring that the delivery and service has the agreed properties and those properties that OdeServices GmbH could expect in good faith even without a special agreement (e.g. suitability for the intended use).
• If the supplier could or should have recognized that the properties or specifications required by OdeServices GmbH are unfavorable or unsuitable for the intended use of the goods, he can only invoke a fault on the part of OdeServices GmbH if he has notified OdeServices GmbH of this immediately.
• The warranty period is 24 months and begins with the successful processing or commissioning of the delivery and service. If the delivery is not immediately processed or put into operation, the warranty period ends no later than 48 months after delivery.
• OdeServices GmbH shall be entitled to give notice of defects at any time after discovery of the defect during the warranty period.
• If the delivery is repaired, including by replacing defective parts, the warranty period shall begin anew.
• In addition to the statutory warranty right under sales law, OdeServices GmbH may demand rectification. In any case, OdeServices GmbH has a free choice between rectification, reduction and rescission. Otherwise, the supplier shall be liable in accordance with the statutory provisions.
• In the event that claims are made against OdeServices GmbH due to a defect in the delivery item, the supplier undertakes to indemnify and hold OdeServices GmbH harmless against all third-party claims and to reimburse OdeServices GmbH for all services that OdeServices GmbH must provide to third parties under this title. Furthermore, the supplier undertakes to support OdeServices GmbH to the best of its ability in any legal dispute with third parties. If the supplier claims that there is no defect in the delivered product or the service provided, he must prove this to OdeServices GmbH.
• As part of its liability, the supplier is also obliged to reimburse OdeServices GmbH for any expenses arising from or in connection with a recall action carried out by OdeServices GmbH. OdeServices GmbH shall inform the supplier of the content and scope of the recall measures to be carried out, as far as possible and reasonable, and give him the opportunity to comment.
• No limitation of warranty and/or liability of any kind on the part of the supplier is recognized.
• In addition, the statutory provisions shall apply to breaches of contract.

• The supplier guarantees that the delivery and service comply with the recognized rules of technology with regard to safety. The supplier undertakes to hand over the necessary documents (e.g. CE declaration of conformity or declaration of incorporation) for the assessment of conformity to OdeServices GmbH on request. In particular, the supplier is obliged to inform OdeServices GmbH immediately and in writing as soon as the data used for the preparation of the verification calculations in connection with the declaration of conformity changes.

• The Supplier warrants that it has taken out insurance cover as is customary in business transactions or in another suitable manner to ensure that it can meet product liability and other claims to a sufficient extent.
• The Supplier shall indemnify OdeServices GmbH in full against all third-party claims and shall compensate OdeServices GmbH for all damages suffered as a result of product liability in connection with the delivery.

• The transfer of rights and obligations arising from this agreement by the Supplier to a third party shall require the prior written consent of OdeServices GmbH, both by way of individual and universal succession.
• The offsetting of claims of the supplier against claims of OdeServices GmbH is not permitted unless the claims of the supplier are recognized by OdeServices GmbH or have been legally established by a court.

• Irrespective of an entry in the register, the rights to all documents, such as plans, sketches, calculations, tools and models etc., which are handed over to the supplier, shall remain the property of OdeServices GmbH. The supplier shall use such documents and all other information exclusively for the purpose of executing OdeServices GmbH's order. Without the prior written consent of OdeServices GmbH, he shall not be entitled to manufacture products for third parties on the basis of such documents and information or to copy, reproduce or in any way bring such documents and information to the attention of third parties who are not directly commissioned by him to carry out work in connection with the order. All documents that OdeServices GmbH has made available or for the production of which OdeServices GmbH has made a cost contribution may be demanded by OdeServices GmbH at any time and must be handed over to OdeServices GmbH by the supplier upon first request without compensation.
• The Supplier shall be liable for ensuring that the use of the delivered goods does not infringe any industrial property rights or business and trade secrets of third parties. He shall indemnify and hold OdeServices GmbH harmless from any third-party claims.

• If the supplier can no longer guarantee availability, he must grant OdeServices GmbH a period of six months for a final order (last call) and, on first request, hand over the relevant manufacturing documents to OdeServices GmbH free of charge and for free use. The Supplier guarantees OdeServices GmbH the delivery of spare parts at standard market prices and these General Terms and Conditions of Purchase for 5 years from the date of the last order.

• The place of performance for delivery is the place of destination, for payment the domicile of OdeServices GmbH.
• The transfer of benefit and risk shall take place after acceptance of the delivery at the place of performance or after acceptance of the work by the customer of OdeServices GmbH.

The place of jurisdiction for the supplier and OdeServices GmbH is Wetzikon (ZH). However, OdeServices GmbH shall also be entitled to take legal action against the supplier at the supplier's domicile and the order shall be subject to Swiss law. The applicability of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.

OdeServices GmbH, 8620 Wetzikon