General Terms and Conditions of Purchase of Schuler Hangarter Maschinenbau GmbH

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  1. General
    1. These General Terms and Conditions of Purchase govern the legal relationship between us and our contractual partners who perform services for us (Suppliers).
    2. Our General Terms and Conditions of Purchase are a component of all our offers, orders and contracts, including both current and future business relationships.
    3. Deviating General Terms and Conditions are only binding if they are expressly confirmed as binding by us in writing.
    4. Unless any valid provision to the contrary is given or is included in these conditions, the current Incoterms shall apply in addition, followed by the German statutory regulations.

  2. Offers and Orders
    1. Our requests are not binding for us.
    2. The Supplier must comply with the quantities and properties of the goods in the offer, as well as any other requirements specified by us, and must expressly highlight any deviations from this. The composition of the offer shall be free for us. The offer shall bind the Supplier for 14 days.
    3. We place orders on the basis of the offer.
    4. We may cancel our order until it has been confirmed by the Supplier in writing (“order confirmation”).
    5. If the order confirmation differs from the order, the Supplier must expressly notify us of this, and a contract shall only exist if we have expressly agreed to the differing terms. Our payments or our receipt of deliveries and services does not imply consent. Otherwise the contract shall be composed with the content of our order.
    6. Advance payments shall only be agreed against a bank guarantee.

  3. Delivery Time
    1. Agreed delivery periods shall begin with the order date. They and the agreed delivery deadlines are absolutely fixed. Compliance with the delivery period and delivery deadline depends on the receipt of the delivery by us and/or the acceptance of the produced work (e.g. delivery with assembly or installation) by us, insofar as we are not in default.
    2. If the agreed delivery times are not complied with, the Supplier must compensate us for any damages incurred by the delay in line with legal provisions. Where deadlines are overrun repeatedly, or after a final extension period, we shall be entitled to withdraw from the contract. The same shall apply if payments from the Supplier are stopped as well as in the event of requesting or opening insolvency proceedings.
    3. Circumstances involving force majeure shall only unburden the Supplier if he immediately informs us in writing after becoming aware of such circumstances, giving the exact details and the projected duration of the deadline overrun caused by this. In all other cases he must immediately provide us with a corresponding written notification as soon as it is clear that the delivery period cannot be adhered to. Our legal rights shall not be affected by this notification.

  4. Shipment, Transfer of Risk
    1. We reserve the right so specify the shipment route and type, the mode of transport and the type of packaging. Subject to any deviating provisions in the order, shipping, packaging and transport insurance costs shall be borne by the Supplier.
    2. In the case of deliveries where we pay the costs (ex works), the Supplier must package the goods appropriately and according to industry standards, and they must be sent at a reasonable price; he may claim for a reimbursement of his costs for this. Payments from the Customer shall be seen as successful when the Supplier has received the payment.
    3. The risk shall transfer to us with upon receipt of the delivery or acceptance of the work. Force majeure, strikes, lockouts, operational breakdowns or restrictions and comparable events shall entitle us to postpone the receipt or acceptance accordingly. After the cause of the postponement has ceased, we shall immediately give notification of when and in what sequence the deliveries can be started again. We agree to partial deliveries on the condition that no higher costs arise compared to a full delivery and this does not lead to any production delays or hindrances.
    4. An extended retention of title (assignment of claims, assignment of balances, and acquisition of co-ownership) is not recognised.

  5. Subcontracting
    1. Subcontracting of orders to third parties is only permitted with our express written permission; otherwise it shall entitle us to withdraw partially or completely from the contract or to request compensation.

  6. Service
    1. If the Supplier performs services on the premises of the Customer or on those of third parties on behalf of the Customer, he must inform the coordinator named by these parties of the beginning and scope of the work as well as their duration. The coordinator is entitled issue instructions in this regard.
    2. The Supplier shall supply all the necessary safety data sheets according to the Ordinance on Hazardous Substances and corresponding information for other relevant provisions for materials (e.g.. substances, preparations) and items (e.g. goods, parts, technical equipment, uncleaned empties) used by him which may be a hazard to the life and health of people, the environment and property and which therefore must undergo a special treatment in terms of packaging, transport, storage, handling and waste disposal due to regulations. In the case of changes to the materials or the legal position, the Supplier shall provide us with updated information and instructions.
    3. The Supplier shall only deliver goods that have been subjected to a final check regarding their design according to the contract, materials, drawings and industry standards.
    4. A commercial law inspection and notification obligation does not exist for us.

  7. Warranty
    1. The Supplier guarantees his services to be defect-free. This also includes the quality of the construction and design as well as the materials used, the proper and reliable functioning of the delivery item in conjunction with our machines and equipment, compliance with safety guidelines from the authorities and trade associations and the suitability of his services to be used for the intended purposes.
    2. The warranty period amounts to two years after the transfer of risk. In the case of deliveries and services which are performed directly on the premises of the client, the period shall begin with the acceptance of our service by our client; it shall begin at the latest one year after the transfer of risk, however. In the case of repairs or re-deliveries or the authorised removal of defects by us, the warranty period shall begin again.
    3. Defects can be reported informally, by telephone. The Supplier waives the objection of delayed notification of defects.
    4. In the event of a defect, we may choose to request a re-delivery or a repair (subsequent performance) within a reasonable time period without asserting any other legal warranty rights. The subsequent performance shall take place “free destination” at the cost of the Supplier of the defective service. He must bear all costs in connection with the subsequent fulfilment including the costs of fitting and removal for the defective item, even insofar as they occur to us and our customers.
    5. In urgent cases, for example, in exigent circumstances, or if we threaten to default ourselves, we may remedy the situation ourselves without previously setting a deadline at the expense of the Supplier. The same shall apply if the Supplier has performed after the agreed delivery time.
    6. Goods which are not delivered according to the contract shall be returned at the cost and risk of the Supplier. Returned goods shall remain our property until the receipt of a replacement delivery or until their equivalent value has been compensated.

  8. Property Rights
    1. The Supplier shall be liable for all claims which result from the breach of granted or registered property rights during the contractual use of the deliveries and services. The Supplier shall indemnify us from all claims from the use of such rights. With the delivery of a copyrighted work, we shall receive a simple, unrestricted, free and transferable right of use for all use types including the right to modify the item.
    2. In the case of a breach we are also entitled to obtain the necessary consent to deliver, commission, use, re-sell etc. the contractual object from the holders of such property rights, and at the cost of the Supplier.

  9. Invoicing, Payment and Withholding 
    1. Invoices must be submitted to us in duplicate and clearly highlighted with “duplicate”.
    2. Unless anything otherwise is agreed, payment must take place within 14 days with a 3% discount, and net within 30 days.
    3. All payments are made exclusively to the Supplier. Payment assignments to third parties are not permitted.
    4. If the Supplier stops his payments or insolvency proceedings are opened against his assets, we shall be entitled to withdraw from the contract. We may retain a reasonable sum of at least 5% of the total remuneration from the contract as a security for the contractual claims until the expiry of the contractual guarantee period.

  10. Supplied Materials 
    1. Supplied materials shall remain our property and must be stored, labelled and managed separately and free of charge. They are only permitted to be used for our contracts. In the event of a loss of value, the Supplier must provide a replacement and corresponding insurance at his own cost. The same shall apply for the transfer of allocated materials.
    2. Processing and modification of the supplied material shall take place for us. We shall immediately assume ownership of the new or modified item. Should this not be possible on legal grounds, we and the Supplier agree upon the placing of the order that the ownership of the new or modified item shall transfer to us as soon as it is created. The Supplier shall store the new or modified item free of charge and with the necessary care.

  11. Drawings, Models, Tools etc., Confidentiality 
    1. The Supplier undertakes to treat with confidentiality all commercial and technical details not commonly known and which become known to it in the course of the business relation.
    2. Production resources such as models, samples, castings, tools, gauges, drawings and the like, which are sent ​​by us to the Supplier or manufactured to our specifications by the Supplier, may not be sold, pledged or otherwise passed on to third parties without our consent, or used by third parties in any other way. They shall be protected from unauthorised inspection or use. Subject to further rights, we may request release as soon as the Supplier breaches his obligations. Subcontractors must agree to abide by the same obligations.
    3. The same shall apply for goods produced using these production resources; they may only be delivered to us if we have not agreed to any other use in writing.
    4. The Supplier must store the aforementioned goods with care and insure them against fire, theft or any other such loss at his own cost.
    5. After processing of our orders, the production resources provided by us or produced at our own cost must be immediately returned to us without a specific request being necessary; copies, duplicates etc. must not be kept.
    6. Information requested by us must not be made made accessible to third parties by the Supplier; he must subject his employees to corresponding obligations.

  12. Place of Jurisdiction, Applicable Law 
    1. The place of jurisdiction for all disputes including litigation regarding bills of exchange shall be Ravensburg, if the agreement of an exclusive place of jurisdiction is permitted. We shall also be entitled to take action in the court which is responsible for the registered office of the Supplier.
    2. The law of the Federal Republic of Germany shall apply exclusively for the mutual legal relationship, to the exclusion of international commercial law. German law shall also apply for deliveries abroad.

  13. Binding Nature of the Contract 
    1. Should a provision of these General Terms and Conditions or the whole contract be or become invalid, the provisions concerned must be adjusted so that the economic purpose can be achieved as part of the legal permissibility. In any case, the validity of the remaining General Terms and Condition as well as the contract shall not be affected by this.
    2. In the case of differences in opinion regarding the content and obligations from this contract, a moderated agreement (mediation) should be attempted before taking action against us.