Selezionare la lingua desiderata.
L`ultima ricerca
Cancella cronologia delle ricerche
Chiavi di ricerca
(replaces all previous versions)
OPO Oeschger AG, CH-8302 Kloten
1.1 The present general terms and conditions of purchase are applicable to all contractual relationships between OPO Oeschger AG (hereafter referred to as "OPO") and its suppliers and/or service providers. They shall be binding in respect of all aspects of said contractual relationships, and shall apply exclusively: OPO shall not recognise conflicting terms and conditions or terms and conditions which differ from its own, unless it has expressly agreed in writing to such alternative terms and conditions being applied. The present terms and conditions of purchase shall also apply in the event that OPO accepts goods unconditionally in the knowledge that the supplier's terms and conditions may conflict with or deviate from its own.
2.1 Suppliers from whom OPO requests a quote shall be expected to submit a binding offer free of charge within 24 hours. Offers should be drawn up as per the instructions and requirements detailed by OPO as the purchaser.
2.2 Assignments/orders shall only be valid where they are communicated in writing by mail, fax or e-mail. The supplier must inform OPO of any blatant errors, such as spelling mistakes and arithmetical errors, and of any omissions as regards the order or the order documentation prior to acceptance in order for said errors/omissions to be rectified. The supplier may only subcontract work with OPO's express prior written consent. Where it tasks subcontractor with an assignment, the supplier shall remain fully liable vis-à-vis OPO.
2.3 Orders must be confirmed by the supplier in writing, either by e-mail (PDF format) or fax, within a period of three (3) working days from the order date. The order confirmation must specify precise delivery dates (not simply calendar weeks). The day on which the product/service is supplied/rendered to OPO shall be considered the delivery date.
2.4 OPO shall have the right to cancel an order without penalty provided that the supplier has not incurred any expense in connection with it prior to the time at which the order is cancelled. Once the supplier has incurred expense in connection with the order, OPO shall be required to reimburse the supplier accordingly.
3.1 Suppliers shall be required to inform OPO in writing of any changes to manufacturing processes, materials or parts in respect of products or services, changes in countries of origin or preferential status, relocation of production sites, and any changes in the processes or equipment used to test parts or in any other quality-assurance measures at least three months prior to the change in question taking effect to enable OPO to ascertain whether the proposed changes will be detrimental to the product ordered.
4.1 The contracting parties undertake to treat as confidential all commercial, technical and organisational information to which either or both become privy during the course of their business relationship.
4.2 All drawings, models, prototypes, templates, patterns, tools and so forth furnished to the supplier by OPO or produced by the supplier or a third party on behalf of OPO, may not be passed on or made accessible to unauthorised third parties. Such items shall remain the property of OPO. They may only be reproduced where such reproduction is required for operational purposes and is permitted under copyright rules.
4.3 Subcontractors shall be bound by the same confidentiality requirements as suppliers themselves.
4.4 Suppliers may not advertise or publicise their commercial relationship with OPO except with OPO's prior written consent.
5.1 The price(s) agreed at the time an order is placed (OPO order date) shall be fixed and shall cover the cost of all additional services required to fulfil the contract, including packaging. Carriage to the destination stipulated by OPO shall be at the supplier's expense. An invoice must be raised for each individual order. Unless otherwise agreed, deliveries shall be effected „DAP Kloten“ (INCOTERMS 2020), including recyclable packaging.
5.2 Prices stated are exclusive of VAT.
5.3 The supplier shall bear any costs resulting from incorrect or incomplete information (e.g. if a declaration is incorrect).
5.4 Unless otherwise agreed, OPO shall issue payment for goods ordered upon receipt of both a valid invoice stating the correct VAT terms and of full shipping, delivery and test/inspection documentation either within 20 days (3% discount), or within 60 days (no discount). Under no circumstances shall the settlement period commence prior to the agreed delivery date or to receipt of the goods ordered.
5.5 Settlement of an invoice by OPO shall in no way imply that OPO accepts either that the goods supplied conform to the order specifications or that the invoiced amount is correct.
5.6 The supplier must notify the Strategic Purchasing Department in writing of any price increases/price adjustments at least three months prior to the start of a new quarter. Reasons must always be given for such increases and shall form an integral part of the notification. Within two weeks of the notification, an Excel file containing a full price list (including item description, OPO item number and current and future prices) must be sent directly to the Strategic Purchasing Department. Such a notification by the supplier shall not automatically imply acceptance thereof by OPO.
6.1 Delivery dates and/or times stipulated by OPO shall be binding on the supplier and, unless otherwise agreed in writing, shall be fixed. Goods shall not be deemed to have been delivered until they have been received at the agreed shipment address.
6.2 The supplier undertakes to notify OPO in writing immediately (at least 72 hours prior to dispatch) of any circumstances arising or which look set to arise which may potentially cause a delay in delivery.
6.3 The supplier shall be liable for all damage incurred by OPO due to a delay in delivery. Compensation shall be payable in respect, in particular, of additional freight charges, retrofitting costs, losses caused by interruption of operations and compensation payable by OPO to its customers. In the event that the supplier still fails to deliver the goods within an extended grace period and any benefit from the delivery is lost, the supplier shall also become liable for additional expenditure on the part of OPO to purchase replacement goods. In such situations, OPO reserves the right to make further claims, either in law or under the terms of the contract, specifically in respect of failure to honour the guaranteed delivery date/time. The unconditional acceptance of a delayed shipment or service shall not be construed as any waiver of damage claims due to the delayed shipment or service.
6.4 Acts of God, industrial disputes, riots, official measures, transport disruptions and other unforeseeable, unavoidable and grave events affecting OPO shall release the latter from its obligations as regards acceptance and payment of compensation, vis-à-vis the supplier, for the duration of the disturbance and to the extent of its effect where OPO is unable to prevent such disruption by reasonable means.
6.5 Unless otherwise noted, special OPO orders (order numbers beginning "SB") are to be combined with OPO stock orders. In the case of combined deliveries of this kind, the SB order must be clearly marked in order for it to be processed more swiftly.
6.6 The supplier shall be required to deliver long items (items longer than 1.2 m) in a special container and separately from any other materials.
6.7 Where OPO supplies items to the supplier for further processing, at least 99% of said items must be returned to OPO having been correctly processed. Where less than 99% of such items are returned having been correctly processed, the supplier may be held liable for the costs incurred. Any agreed provisions which deviate from this stipulation must be stated in writing.
6.8 The supplier assumes full responsibility for appropriate packaging and grouped packaging.
6.9 All costs incurred by OPO as a result of defective or incorrectly supplied products shall be billed by OPO to the supplier.
6.10 The quantities stipulated in OPO orders must be honoured.
6.11 Unless otherwise agreed, the place of performance shall be the agreed shipment address. Upon delivery to the shipment address, the risk shall pass to OPO. Carriage insurance costs are to be borne by the supplier.
6.12 Order confirmations, delivery documentation and invoices must all contain OPO's full details, such as order number, item number (OPO and supplier), item description and quantity.
6.13 Where goods are being transported across borders, the goods’ customs tariff heading, country of origin and preferential status must be specified on all documents.
6.14 A delivery note must be enclosed with every consignment.
6.15 Each individual product, its grouped packaging and its carriage packaging must bear the relevant product barcode (EAN13/GTIN).
6.16 For products which show or must show a date stamp as to their shelf life (minimum shelf-life date, consumption date, etc.) the remainder of the shelf life – i.e. the period during which OPO may process and/or market the product – calculated from the day after the product's arrival must be at least 80% of its entire shelf life (period between manufacture and the stated date). The supplier is required to indicate the minimum shelf-life date or consumption date clearly on both the packaging and the grouped packaging. This information must also be stated accordingly on the delivery documentation.
7.1 Goods-inwards checks by OPO shall be limited to identifying the goods, visually inspecting the delivery and test/inspection documentation, noting any externally clearly visible damage to the goods sustained during transit, and estimating the quantity of the goods delivered.
7.2 OPO must notify the supplier in writing of any defective deliveries and/or services as soon as they are identified during normal processing. In such cases, the supplier shall waive its right to object to late notification of defects.
7.3 In the event of a complaint, OPO shall be entitled to withhold such part of the consideration as is reasonable in relation to the value of the good(s) or the damage sustained.
7.4 OPO shall be entitled to exercise all its statutory rights on the grounds of defects. In urgent cases, in particular to avert acute hazards or to avoid more serious damage, or in the event that the supplier fails to fulfil its obligations, OPO may have the defects rectified at the supplier's expense or, alternatively, have the defective goods replaced with non-defective ones.
7.5 In the event that OPO incurs costs as a result of defective goods, in particular transport, call-out, labour and material costs or costs in connection with any goods-inwards inspection exceeding the normal scope, said costs are to be borne by the supplier.
8.1 The supplier guarantees to OPO that the goods and services ordered may be used or sold without infringing third-party rights, including intellectual property and industrial property rights.
8.2 Should rights of third parties be infringed, the supplier shall indemnify OPO against all claims asserted against OPO.
9.1 Any production resources supplied by OPO shall remain the property of the latter. Production resources manufactured or supplied by the supplier shall become the property of OPO where and from the point at which OPO assumes the costs of such. Where only part of the costs of such resources is to be assumed by OPO, the supplier shall grant OPO proportional joint ownership of the resources in question. Should the granting of joint ownership become ineffective, the supplier shall be required, where OPO so wishes, to transfer ownership of the resources in question to OPO where the latter assumes the difference between the costs already assumed and the sale price of the resources as calculated at that time. All production resources which are the property or come to be the property of OPO under the provisions of one of the foregoing paragraphs must be clearly marked "Property of OPO Oeschger AG" by the supplier.
9.2 The supplier is not permitted to use production resources for any other purpose than the manufacture of goods ordered by OPO. The supplier is required, at its own expense, to insure production resources belonging to OPO against fire, water damage and theft at their as-new value. The supplier is also required to carry out all necessary maintenance and inspections on time and at its own expense. Any accidents must be reported to OPO immediately. Failure to report an accident shall render the supplier liable for compensation.
9.3 The aforementioned production resources may not be scrapped within a period of 15 years from the date on which they were most recently supplied except with OPO's written approval. Permission to scrap production resources at any time must be requested from OPO in writing. Tools and equipment must be stored in appropriate conditions; storage costs are to be borne by the supplier.
9.4 OPO reserves the right to reclaim the cost of tools paid for by it or to demand the return of tools manufactured at its expense in the event that the supplier fails, on multiple occasions, to provide evidence of deliveries free of defects.
9.5 Production resources and equipment provided to the supplier or manufactured according to OPO's specifications may not be disposed of, their ownership transferred by way of security, pawned, encumbered by third-party rights, reverse-engineered, copied or otherwise passed on or used in any way for third parties without OPO's express written consent.
10.1 In case an order is placed to craftsmen/craftswomen and invoices are submitted to OPO Oeschger, for all invoiced sums exceeding a net value of CHF 500. or EUR 500. approval of OPO Oeschger AG or GmbH must be previously obtained. This confirmation should be requested at buchhaltung@opo.ch. If delivery is made without approval by OPO Oeschger, the supplier is liable for any possible debtor risks (purchaser, craftsmen).
11.1 The supplier must comply with the European Community's REACH Regulation (Regulation (EC) No. 1907/2006), and products and parts supplied must not contain any products, materials or substances which are prohibited under the relevant legislation and regulations of the supplier's home country, the European Union or any of the countries in which the products or parts supplied are to be marketed and used.
11.2 The supplier is required to submit, for all items supplied by it to OPO, a long-term supplier’s declaration confirming the preferential status of the goods in question. Should the supplier fail to fulfil this requirement or should it submit incorrect information, it shall be liable to OPO for any resulting damage.
11.3 The supplier is required to submit, for all items supplied by it to OPO, a declaration regarding export control regulations using the template provided by OPO.
11.4 Furthermore, on all invoices it issues (including invoices for customs purposes), the supplier is required to specify the customs tariff heading(s) and provide further information in connection with non-customs legislation (e.g. VOC content).
12.1 The supplier shall transfer to OPO Oeschger the usage rights to any images, drawings, videos and instructions provided, without any restrictions as to time, space, media or content. OPO Oeschger shall be entitled to store, reproduce and distribute such content in modified or unmodified form on any type of storage media. It shall also be entitled to publish and commercially exploit such content in any print and online media in Switzerland and Germany. OPO Oeschger may transfer the usage rights to third parties. The creator confirms that he/she has sole copyright over the content and that said content is free from third-party rights. The creator waives the right to be named as author.
13.1 The supplier undertakes to comply with the export control regulations and the relevant statutory provisions governing treatment of employees, environmental protection, and health and safety at work, and shall seek to reduce the adverse effects of its activities on human beings and the environment. The supplier shall also observe the principles of the UN Global Compact Initiative. Said principles pertain essentially to the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in the recruitment and employment of staff, environmental responsibility and the prevention of corruption. Further information on the UN Global Compact Initiative can be found at www.unglobalcompact.org.
13.2 In the event that a supplier repeatedly and/or despite appropriate advice breaks the law and subsequently fails to demonstrate that it has rectified the violation in question as far as it is able and has taken appropriate steps to ensure that such violations do not occur in the future, OPO reserves the right to rescind all existing contracts or to terminate them without notice.
14.1 The place of jurisdiction in respect of contracts is CH-8302, Kloten ZH. OPO shall also be entitled to bring legal action against the supplier in the place of its headquarters, production site or distribution centre.
14.2 Contractual relationships shall be governed solely by Swiss law, to the exclusion of any conflict of laws and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.3 In the event of discrepancies between the German-language version of these terms and conditions of purchase and other language versions hereof, the German original version shall prevail.
14.4 Should one or several provisions of these terms and conditions of purchase or of any additional agreements entered into become invalid, in whole or in part, impracticable or subsequently cease to be valid or practicable, the validity of the remaining provisions contained herein shall remain unaffected. In such instances, the contracting parties shall replace the invalid provision with a new provision which reflects the purpose of the invalid provision as closely as possible.
OPO Oeschger AG
Steinackerstrasse 68
CH-8302 Kloten
www.opo.ch