General Terms and Conditions of Purchase

Article 1 - General

1.1 These General Terms and Conditions of Purchase (“Terms and Conditions”) apply to and are part of all offers and agreements with Codaa Supplies Ltd. (referred to as "CODAA") related to the delivery of goods (“the Goods”) by the Supplier to CODAA.

1.2 Deviations from these Terms and Conditions apply only if expressly accepted in writing by CODAA and only pertain to the Agreement for which any deviations have been accepted.

1.3 The applicability of the Customer’s general terms and conditions and any other general conditions is, except for this one, hereby explicitly rejected.

1.4 In these Terms and Conditions signified “Agreement” any agreement for the delivery of Goods and/or the rendering of Services to CODAA by the Supplier. Insofar as these Terms and Conditions are drawn up in a language other than English, in the event of any conflict the English text shall always prevail.

1.5 The term 'in writing' shall have the following meaning: by letter, by fax or by e-mail.

Article 2 – Agreements

2.1 Agreements as defined in 1.4 are only binding by a written order confirmation of CODAA, or if an order of CODAA is confirmed orally, by submitting a written confirmation to CODAA.

2.2 Upon the issuance a pro forma invoice or any other form of confirmation of CODAA’s written order confirmation, the Supplier accepts these General Terms and Conditions of Business.

2.3 The order of CODAA includes complete and accurate content unless the Supplier rejects the content immediately in writing. In this case, CODAA will no longer be bound to the order.

2.4 The Supplier must fulfill the permissions, permits and/or licences needed for the execution of the Agreement at his own expense, and he must see to it that the conditions made therein are observed. The Supplier shall be solely liable follow at for any failure to acquire the permissions, permits or licences, or to acquire them in time, or consequences of for the non observance of the conditions made therein. The Supplier shall indemnify CODAA for any and all damage and costs arising from such failure.

2.5 Unilateral cancellation from the side of the Supplier shall be null and void and constitutes non-fulfilment, unless CODAA agrees to said cancellation in writing.

Article 3 - Confidentiality

The Supplier shall treat all business information confidential, which was brought or came to his knowledge through CODAA and/or within the framework of any Agreement and shall not disclose the same to any third party.

Article 4 - Prohibition to make offers and such to CODAA’s client

4.1 The Supplier shall refrain completely from stating prices and/or making any offers, or directly or through third-party, to the client of CODAA, that are known to him, in connection with the Goods CODAA is negotiating with the Supplier or has concluded an Agreement on.

Article 5 - Intellectual Property Rights

5.1 The Supplier guarantees that the delivered Goods (the sale and use of) do not infringe upon any trademark right, copyright or any other intellectual property right of third parties, or any other rights of third parties.

5.2 The Supplier guarantees that the delivered goods have been brought to market by the IP right holder itself, or with its permission if the Supplier did not buy the goods from the IP right holder itself. The Supplier guarantees that the delivered goods are fit for sale in the appropriate market subject of the Agreement, and that they may be freely traded in that particular market.

5.3 The Supplier shall indemnify CODAA and its client(s) against all claims related to intellectual property rights on the delivered Goods, and will compensate CODAA and its client(s) for any loss, as well as the costs, arising from such claims. If requested by CODAA, the Supplier will furnish the names and other details of its own suppliers to CODAA if CODAA in turn needs to furnish those details to its clients/prospective clients or to a third party who alleges infringement.

Article 6 - Prices

6.1 All prices shall be fixed and inclusive of all applicable taxes, import and export duties, excise duties and all further levies and taxes in connection with or in relation to the Goods or the delivery and the costs of transport. The prices shall be based on the Terms and Conditions of delivery in Article 7

below.

6.2 Any change in prices shall be communicated and confirmed in writing by CODAA at least 60 days before prior to their entry into force, otherwise they are not accepted.

6.3 Except for the comfortable adjustment in accordance with 6.2, there shall be no adjustment in the event of increase of wages, increase of prices of materials and the like.

Article 7 - Terms and Conditions of Delivery / Default

7.1 Unless explicitly agreed upon otherwise, the delivery shall be made “Delivered Duty Paid" (DDP) at the place indicated by CODAA. The interpretation of this Article 7 on Incoterms (Incoterms rules DDP) shall be determined by the latest edition of the Incoterms issued by the International Chamber of Commerce at the time of conclusion of the applicable Agreement.

7.2 The Supplier shall deliver the goods on the date mentioned in the Agreement, or not later than the last day of the term mentioned therein, and if failing an agreed date or term, within 30 days from the conclusion of the Agreement. Said date or term shall apply as a strict and final delivery date or term. A term of delivery mentioned in the Agreement shall apply as of the date of conclusion of the Agreement.

7.3 The Supplier shall be obliged to timely inform CODAA of the exact time of delivery and about any threatening exceeding of the time of delivery. In the event of non-compliance with the delivery date, the supplier shall be in default without any further reminder being required Addition of the delay consequences. The grace period was set in the same way as mentioned on the purchase order. After a one-time grace period of 14 days, CODAA may terminate the Agreement or insist on subsequent performance. In both cases the supplier has to pay compensation for the resulting damage. Note: In addition, it would be possible to fix a contractual penalty in a certain amount, without the payment of the contractual penalty being exempt from compliance with the other obligations and subject to the assertion of higher damages.

The provision should be highlighted. Exceptional destination: highlighting.

7.4 The Supplier shall do his utmost to deliver the goods at the agreed date or an earlier date than the agreed date. At the request of CODAA, the Supplier shall be obliged to deliver the goods at a later date than the agreed one in the event that CODAA considers this desirable, without being entitled to any compensation of damage and costs because of this.

7.5 The Supplier shall only be entitled to make partial deliveries after prior written consent from CODAA.

Article 8 – Transportation/Unloading

8.1 Transportation and unloading of goods shall be at the expense and risk of the Supplier Exceptional destination: highlighting.in accordance with the Terms and Conditions of Delivery mentioned in Article 7.

8.2 The Supplier can on no account claim any compensation of damage and costs as a result of any possible delay arising at the unloading of delivered Goods.

8.3 The Supplier must present a delivery note immediately at the unloading of the goods, so as to have said note signed for by a person authorized on behalf of CODAA to do so. The signing of the delivery note shall solely be a confirmation of the receipt of the delivered Goods and does not imply any approval of the quality or the quantity of the delivered Goods, and does not discharge the Supplier of any guarantee and/or liability. Nor can the signing of the delivery note result in a change of the Agreement in any way.

8.4 In any and all cases and notwithstanding the agreed Terms and Conditions of Delivery, the Supplier shall be obliged to provide the documentation which is needed to transport the Goods to the place of destination.

Article 9 - Packaging

9.1 The Supplier shall pack the goods with proper care. He shall be liable for damage and costs caused by insufficient packaging of and/or damage to and/or destruction of this packaging.

9.2 CODAA shall not be obliged to pay the costs of packaging, unless explicitly agreed otherwise.

9.3 The Supplier shall take back any possible packaging of the goods at demand by CODAA and shall collect said packaging at his expense at CODAA's premises or nominated destination, at the same time refunding any costs charged for said packaging by the Supplier to CODAA.

Article 10 - Quality

The Supplier shall guarantee that the following delivered Goods are:

a. They are original goods, produced and originating from the manufacturer and/or IP right holder. This is stated on the packaging and labels. The goods in accordance with the quality indicated by said manufacturer and/or IP right holder and without any faults;

b. The Goods are made available to CODAA for packaging in the original and latest designs and colours of the manufacturer and/or owner of the property right;

c. The goods are provided to CODAA in the original and latest design and colouring of packaging and labelling of the manufacturer and/or IP right holder;

d. The goods correspond to the demands made in the Agreement, the documents belonging to the Agreement and/or made available according to the Agreement, as well as with the norms and specifications set by CODAA and samples approved by it; and

e. The goods correspond to national, European and other international rules and regulations, including the requirement of the presence of the original batch or code numbers (identical on the packaging and on the labels) enabling the identification of the goods.

Article 11 - Inspection

11.1 CODAA or any third party designated by it shall at all times have the right to inspect or to test the goods, wherever these may be. The results of inspection or test or the omission thereof shall not discharge the Supplier of any guarantee and/or liability.

11.2 The Supplier shall provide all information and facilities needed for an inspection or test, including the necessary help regarding employees and materials.

11.3 The personnel costs of CODAA or the designated third party concerned made in connection with an inspection or a test, shall be payable by CODAA. Any other costs shall be at the Supplier's expense.

11.4 CODAA shall inform the Supplier forthwith of any failure of the Goods to pass the inspection or tests. In this case, the Supplier shall be bound to to replace or remedy the defect the rejected Goods at his expense within a timelimit to be stipulated by CODAA, and in such a way that said Goods do fulfil the approval requirements, without prejudice to any other rights of CODAA. In case of rejection, Goods already delivered must be returned to the Supplier at CODAA's request and at the expense of the Supplier. Rejection shall also entitle CODAA to suspend payment of the agreed price or instalment, if any.

11.5 The Supplier shall give CODAA the right to use or to put into use the delivered Goods even before inspection or test has taken place.

Article 12 - Property and Risk

12.1 The Supplier shall bear the risk for the Goods until the said Goods have been delivered and the reception signed for by CODAA in accordance with the previous articles.

12.2 In the event that CODAA shall make any payment to the Supplier before the delivery of the Goods, the Goods said payment refers to, or is attributable to, shall be CODAA's property as of the time of payment.

12.3 In the event that CODAA will be or will become the owner of (a part of) the Goods already before the delivery, the Supplier shall then be obliged to identify these Goods on behalf of CODAA and to take proper care of said identified Goods, as well as to insure them and keep them insured and to maintain the insurance for the benefit of those concerned.

Article 13 - Payment and Settlement

13.1 Unless another term has been explicitly agreed upon, and subject to any (suspension) rights CODAA is entitled to, payment shall take place within sixty days after the last of the following times:

a. the date of delivery of the goods;

b. the time the Goods are received and the reception signed for by CODAA;

c. the time of receipt by CODAA of an invoice that fulfills the requirements stated in the following article.

13.2 Payment by CODAA of the delivered Goods shall not discharge the Supplier of any guarantee and/or liability.

13.3 In the event that it has been agreed that CODAA shall make any payments in advance, CODAA shall have the right at all times, before making said payments, to require from the Supplier the provision of a security which is sufficient at CODAA's discretion.

13.4 In the event that CODAA has a wellfounded fear that the Supplier will not fulfil his obligations, CODAA shall be entitled to suspend the fulfilment of CODAA’s own obligations upon written notice to the Supplier.

13.5 CODAA shall be authorized to reckon up any amounts payable to the Supplier, or to companies associated with the Supplier, with any claims CODAA (or any party associated with CODAA) has on the Supplier or on any companies associated with the Supplier, irrespective of the fact whether the amounts concerned are due or not.

Article 14 - Invoicing

14.1 The invoices shall be sent to CODAA by the Supplier in the original hard copy with original signature/company stamp by post or courier.

14.2 Invoices not fulfilling the requirements set out in the previous paragraphs of this article

do not have to be dealt with nor paid.

14.3 If the Supplier is new and is not yet in CODAA’s system, the Supplier is obliged to fill up a Supplier Form and submit the same with a copy of the Supplier’s Certificate of Incorporation/ Business Registration Certificate or its equivalent.

Article 15 - Return of Goods

15.1 CODAA shall be entitled to returnNote: In order not to qualify this provision as too exceptional, it would be useful to insert a deadline ("within...") the Goods bought from the Supplier, thereby crediting and requiring refund of the price originally charged by the Supplier to CODAA for said Goods, if as a result of actions or failure to act by the Supplier, the situation in the market and/or the marketability of these acquired Goods is essentially different from what it was at the time of the formation of the Agreement.

15.2 Furthermore, CODAA shall be entitled to return the Goods bought from the Supplier within twelve months after the delivery, in the event the Goods deviate regarding packaging or labelling from what is usual for the Goods concerned (for instance so-called action lots), thereby crediting and requiring refund of the price originally charged by the Supplier to CODAA for said Goods.

Article 16 - Guarantee

16.1 The Supplier shall repair forthwith any and all defects, shown by the Goods after the delivery, and in the event that in CODAA's opinion repairs are not possible or not within a reasonable period of time, the Supplier shall at CODAA's request replace said Goods at no extra cost to CODAA, without prejudice to the Supplier's liability and further demands of CODAA.Exceptional destination: highlighting

16.2 Any and all costs of repairing the defect or replacing the Goods (incl. examination, transport etc.) shall be payable by the Supplier.

16.3 In the event that the Supplier does not repair the defect or insufficiently repairs the defect, or if the reparation of the defect or a replacement delivery cannot be postponed, CODAA shall have the right, at one's own option either to carry out the necessary actions or have these carried out at the Supplier's expense, to demand a price reduction or to withdraw from the contract, with reimbursement of all costs arising therefrom by the supplierCompletion. In addition to the replacement delivery, the seller should also be able to withdraw from the contract or reduce the purchase price. In particular, it is important that he has the choice. The addition should also be highlighted.. In the event that CODAA exercises this right, CODAA shall inform the Supplier in writing.

16.4 All obligations under the guarantee shall apply further after the corrective action or replacement of the goods.

16.5 The Supplier shall hold harmless and indemnify CODAA against any by third parties with regard to defects or anything affecting the quality of the Goods.

16.6 A report of an independent expert concerning the relevant defects shall be conclusive evidence between parties in the event of a claim by CODAA. Said report need not include any information on the identity of the clients of CODAA, nor on the place where the Goods are. Moreover, CODAA shall not be bound to inform the Supplier of such data unless mandated by law.

Article 17 - Liability

17.1 The Supplier shall be liable for all and any damage and costs, inclusive of business and other indirect damage (inclusive loss of profit), arising from defects of the delivered Goodsor from other breaches of contract (in particular delayed delivery or non-performance of the delivery obligationCompletion) , whether attributable or not to the Supplier also for those caused by natural persons or legal entities working for the Supplier or by any employed, directly or indirectly, by (one of) said natural persons or legal entities.

17.2 The Supplier shall hold harmless and indemnify the CODAA against any and all claims by third parties he is liable for arising from the Goods. CODAA may provide litigation to the Supplier in the event that CODAA is sued for defective products of the Supplier.Completion. Applies, for example, to liabilities under the Product Liability Act

17.3 The Supplier shall insure his liability as described in this article for a sufficient amount and shall allow CODAA inspection of a copy of said insurance upon request.

Article 18 - Complete or Partial annulment of the contract

18.1 In the cases provided for by law, as well as in the event that the Supplier does not, not in time or not sufficiently fulfil one or more obligations arising for him from the Agreement (s), or in the event that there is serious doubt as to the Supplier being able to fulfil his contractual obligation towards CODAA, as well as in the event of bankruptcy, suspension of payments, complete or partial stoppage of work, liquidation, transfer or encumbrance of the Supplier's business, including the transfer or pledging of an important part of his debts receivable and furthermore in the event that any goods of the Supplier are attached before judgement or in execution, CODAA shall have the right to annul the Agreement(s) partially or wholly without notice of default or judicial intervention, by means of a written notice sent to the Supplier, and all this without CODAA being liable to any compensation and without prejudice to CODAA’s further rights.

18.2 In the event that Goods have already been delivered in connection with the execution of an Agreement, CODAA shall have the right to keep these Goods in case of annulment of the contract, subject to the payment of the part of the price referring to said Goods, or to return these Goods to the Supplier at the Supplier’s risk and expense and to reclaim the payments already made for these Goods, all this at CODAA's discretion and without prejudice to CODAA’s further rights.

18.3 The claims, which CODAA may have or get as a result of the annulment of the contract of an Agreement and/or any claims for compensation of damage and costs inclusive, shall be immediately due and fully payable.

Article 19 – Subcontractor / Transfer to third parties

19.1 Without explicit prior written consent of CODAA, the Supplier shall not subcontract its obligations under any Agreement or any part thereof to third parties, nor transfer his obligations arising from the Agreement or a part thereof to third parties, nor use any other employees than his own staff for the execution of the agreement. CODAA shall have the right to attach conditions to any consent to be given by CODAA. Consent given by CODAA shall not release the Supplier from any obligation arising from the Agreement.

19.2 The Supplier shall compensate any and all damage and costs caused by nonobservance of the provisions of the previous paragraph of this article to CODAA and shall hold harmless and indemnify CODAA against any claims by third parties in this respect.

Article 20 - General

20.1 In the event that one or more stipulations of an Agreement or these Terms and Conditions are null and void or become legally invalid, the rest shall remain in force. Parties shall consult on the stipulations which are null and void or have become legally invalid, in order to make an alternative arrangement.

Article 21 - Disputes and Governing Law

21.1 These Terms and Conditions and any Agreements entered into by CODAA shall be solely governed by and construed in accordance with the law of Switzerland Unless that's what you want.

21.2 No delay in exercising or nonexercise by CODAA of any of its rights under or in connection with the Agreement(s) or these Terms and Conditions shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by CODAA. The single or partial exercise of any right, power or remedy provided by law or under the Agreement(s) or these Terms and Conditions shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.

21.3 All disputes arisen under the Agreement between CODAA and the Supplier shall be submitted to the competent court of Switzerland Unless that's what you want, unless CODAA would elect to submit the dispute to the competent court in the place where the Supplier has its registered offices, without prejudice to each party’s right to file for provisional measures with another competent court.

21.4 The provisions of Article 21.3 shall be without prejudice to the right of the parties to reach an agreement by arbitration. (Last updated on 26 November 2024.)