SWISS INDUSTRIAL SOURCING1. Scope
These terms apply to relationships between OVEL Swiss Industrial Sourcing (“OVEL”) and business customers. They are not intended for consumers. They supplement the relevant proposal, mandate, order confirmation or other written agreement. If provisions conflict, the individual written agreement prevails. Customer terms apply only if OVEL expressly accepts them in writing.
2. OVEL services
Depending on the engagement, OVEL analyses the requirement, structures criteria, searches for and preselects manufacturers, arranges introductions and coordinates technical or commercial exchanges. OVEL must perform these services with due care but does not guarantee identification of a partner, conclusion of a contract, a particular price, timing or manufacturing result.
Unless expressly agreed, OVEL is not an authorised representative of the customer or manufacturer and cannot bind one party on behalf of the other.
3. Contract formation and changes
OVEL proposals remain non-binding until accepted or confirmed in writing. Scope, deliverables, timing and remuneration are set out in the applicable contractual document. Material extensions, additional searches or rework caused by changed information may be newly estimated and agreed in writing.
4. Customer duties
The customer provides accurate and complete information in good time, including drawings, revisions, materials, volumes, tolerances, standards, certifications, deadlines and regulatory constraints. It identifies special risks and verifies results before industrial decisions. The customer warrants that it may lawfully share all documents, data and intellectual-property rights supplied to OVEL. It remains responsible for product requirements, regulatory compliance and applicable export-control or sanctions rules.
5. Manufacturers and third parties
Unless otherwise agreed, manufacturing, supply, testing, transport or treatment contracts are concluded directly between the customer and selected third party. That party remains solely responsible for quotations, processes, calculations, materials, certifications, inspections, products, deadlines and warranties. OVEL assesses fit from available information but does not conduct a complete regulatory audit or guarantee a third party’s solvency or future performance.
6. Fees, invoicing and payment
Fees, commissions, fixed charges, approved expenses and applicable taxes are specified in the proposal or mandate. Invoices are payable within the stated period without deduction or set-off unless mandatory law provides otherwise. If payment is late, OVEL may suspend services after notice and claim the consequences available under Swiss law. Individually agreed commercial arrangements remain reserved.
7. Confidentiality and project data
Each party protects confidential information received and uses it only for the relevant project. OVEL shares sensitive documents only with personnel, advisers or partners who need them to assess or perform the request. A separate non-disclosure agreement prevails where one exists. Legal disclosure duties and information already public or lawfully obtained remain reserved.
8. Intellectual property
Each party retains its pre-existing rights, methods, brands, drawings, software and know-how. No intellectual-property right is transferred unless agreed in writing. Summaries, lists or documents prepared by OVEL may be used by the customer for the relevant engagement after full payment, but confidential information and third-party rights may not be distributed.
9. Liability
OVEL is liable for direct loss caused by a contractual breach attributable to it, within the limits of mandatory law. Liability for slight negligence, indirect or consequential loss, production loss, loss of profit, data loss or third-party claims is excluded to the extent legally permitted. OVEL is not liable for acts or omissions of an independent manufacturer. Exclusions do not apply where prohibited by law, including intent or gross negligence.
10. Force majeure and termination
Neither party is liable for delay caused by an event reasonably beyond its control. The affected party informs the other and mitigates the effects where possible. Duration and termination follow the mandate. If no specific rule exists, either party may end a continuing service on reasonable notice; completed work, incurred expenses and continuing confidentiality duties remain effective.
11. Final provisions
The privacy policy forms part of the applicable information framework. If a provision is invalid, the others remain effective and the invalid provision is replaced with a valid rule closest to its commercial purpose. Waivers and amendments must be in writing. Swiss law applies, excluding conflict rules and the UN Convention on Contracts for the International Sale of Goods where it might otherwise apply. Subject to mandatory venues, the courts at OVEL’s seat in the canton of Jura have jurisdiction.