General Terms and Conditions of Purchasing of SCHNEIDER GmbH & Co. KG (hereinafter referred to as “SCHNEIDER”)
1. Scope of Application
1.1 The following terms and conditions of purchase of Schneider shall apply to all contracts concerning the delivery of goods concluded between Schneider and the supplier. They shall apply also to all future business relationships, even if they are not expressly negotiated. Conditions of the supplier in derogation hereof, which Schneider does not expressly acknowledge in writing, shall not be binding upon Schneider, even if Schneider does not expressly oppose such conditions. Schneider's conditions also apply if Schneider accepts the delivery of suppliers without reservation and is aware of the suppliers' conditions, which oppose or are in derogation of Schneider's conditions.
1.2 All agreements, understandings and contractual amendments for work and services/ purchase contracts shall be valid only if made or agreed in writing. This shall also apply to any amendment to this requirement of the written form.
2. Offer, Conclusion of Contract, and Confidentiality
2.1 Only written orders of Schneider shall have binding effect. To be effective, orders placed verbally or by telephone must be subsequently confirmed in writing by Schneider. Orders of Schneider shall cease to be considered binding unless confirmed by the Supplier in written form within two weeks from receipt of order (receiving date at Schneider).
2.2 Calculations, drawings, plans and other supporting documents, which are part of the offer, shall remain Schneider's property. Schneider shall retain all copyrights of the documents. The supplier may not disseminate these documents to third parties without Schneider's written approval. If the supplier does not accept Schneider's offers within the time limit referred to as par. 2.1, the documents are to be returned to Schneider immediately. In particular, the documents are to be returned immediately upon Schneider's request.
2.3 The supplier agrees to treat in strict confidence all documents and information received from Schneider within the scope of the contract preparation and implementation and not to make said documents available to third parties. In case of violation, the supplier shall be liable for damages. Any subcontractors must be bound by a corresponding obligation by the supplier.
3. Prices and Payment
3.1 The price quoted by Schneider in the order is binding and includes free delivery unless otherwise agreed between the parties in writing. The packaging costs as well as forwarding insurance are included in the price. The price includes the applicable statutory rate of VAT. All documents and invoices of the supplier must include Schneider's order number.
3.2 Unless mutually agreed in writing, Schneider shall pay within ten working days from the date of delivery of the goods by the supplier and the receipt of invoice with 3% discount or within 30 days without discount. Deduction of cash discount also is permissible in case of Schneider's setoff or in case of authorised retention due to defects.
3.3 Schneider is entitled to the statutory setoff and retention rights. Schneider is authorised to assign all claims from the purchase contract / the contract for work and services without the supplier's authorisation. The supplier is not authorised to assign claims from the contractual relationship to third parties without Schneider's written consent or to have said claims collected by third parties.
4. Times for Delivery, Default in Delivery, Passing of Risk
4.1 The time for delivery specified by Schneider in the order or the specified delivery date shall be binding for the supplier. Delivery dates or times that are stated in the order of Schneider shall be deemed firm. Deliveries prior to the agreed date are permissible only with Schneider's approval. At the latest one day before shipping the supplier shall send Schneider a shipping notice by fax or e-mail.
4.2 If the supplier is in default of delivery, Schneider shall be entitled to the statutory claims. If Schneider asserts the statutory damage claims, the supplier is entitled to prove that it is not responsible for the breech of duty.
4.3 In the event of any delay in delivery, a contractual penalty shall be due in an amount of 0.5 % of the order value per week or part of a week of delay, though in a maximum amount of 5 % of the total order value. The contractual penalty may also be claimed after acceptance of the delivery up to the time when final payment is made. The foregoing shall be without prejudice to the right to claim the other benefits available under the law, in particular the claim to compensation. A contractual penalty already paid will be credited towards any other claim for compensation.
4.4 The risk of accidental loss and accidental deterioration of the goods shall pass to Schneider on delivery of the goods at the place of destination as referred to in the order.
5. Warranty, Liability
5.2 Schneider shall have a duty to inspect the goods for defects within a reasonable period of time. A notice of defects shall be deemed to have been made in a timely manner if, in the case of evident defects, it is received by the supplier within a period of 10 working days from receipt of delivery of the goods or, in the case of hidden defects, it is received by the supplier within a period of 10 working days from discovery of the defect
5.2 Schneider shall be entitled to statutory warranty claims against the supplier. The supplier shall be liable to Schneider within the statutory scope.
5.3 In case of delay with remedy of defects Schneider shall have the right of self-remedy of defects at the supplier’s costs. This shall also apply in urgent cases or in cases of eminent danger if Supplier is not accessible or not capable to remedy defects in time.
5.4 The statutory period of limitations for warranty claims is three years as of the passage or risk.
6. Supplier's Liability, Insurance Cover
6.1 If Schneider is held responsible for damages in connection with the goods delivered by a third party the supplier shall indemnify Schneider upon first request against all third-party claims, including necessary costs to ward off said claims.
6.2 If Schneider is obligated to perform a recall action due to a damaging event within the meaning of par. 6.1, supplier is obligated to reimburse Schneider all expenses resulting from the recall action performed by Schneider. If procurable and reasonable, Schneider shall inform the supplier of the content and scope of the recall action and ask for comments. This shall not affect Schneider's additional legal claims.
6.3 Supplier is obligated to effect and maintain product liability insurance with a limit of indemnity/ coverage reasonable for the subject matter of contract (minimum EUR 10 million) per personal injury/property damage. This shall not affect Schneider's additional legal claims.
6.4 If Schneider is held liable by third parties because the delivery violates intellectual property or other rights of a third party, the supplier agrees to indemnify Schneider upon initial request against claims, including all necessary expenditures, which Schneider incurs in connection with being held iable by the third party and its defence. Schneider is not authorised without the supplier's written approval to acknowledge the third party's claims and/or to enter into agreements with the third party regarding said claims. The statute of limitations for these indemnification claims shall be three years as of Schneider's knowledge of the demand by the third party. The supplier is entitled to prove that it is not responsible for the breech of intellectual property or other rights.
7. Reservation of Title
7.1 All parts (conditional commodities) and tools provided by Schneider shall remain Schneider's property. If the supplier performs processing work or transformations such work will be performed on behalf of Schneider. If Schneider's conditional commodity is not processed with its own property, Schneider will acquire the co- ownership in the newly created item, which shall be in proportion to the value of the conditional commodity supplied by Schneider and the other processed item at the time of processing. The same shall apply if an item supplied by Schneider is mingled inseparably with other items not owed by Schneider. If, after the combination, the supplier’s item is to be considered the main item, the supplier agrees to transfer to Schneider the proportionate joint ownership. In any case, the supplier shall preserve the sole ownership and/or joint ownership of these items for Schneider.
7.2 The parts and tools provided by Schneider may be used by the supplier only for the goods ordered by Schneider and shall be insured by the supplier at its own costs against damages caused by fire, water and theft. The supplier hereby transfers any claims (including future claims) arising from these insurance contracts to Schneider, which hereby accepts this transfer with this agreement. The maintenance and repair work of these tools is to be performed by the supplier in accordance with the respective instructions of use at its own costs and in due time.
7.3 The supplier may use tools, parts, and supporting documents received from Schneider, pass said items or make them accessible to third parties exceeding the subject of contract with Schneider with Schneider’s written consent only. Upon fulfilment of the respective contract, the supplier shall return said items at its own costs immediately to Schneider.
8. Duty to Inform and Duty of Care
8.1 If Schneider has notified the supplier of the use of the deliveries or services or if the purpose of use is self-evident to the supplier without express information, the supplier is obligated to notify Schneider immediately if the supplier's deliveries or services are unsuitable to fulfil this purpose.
8.2 Schneider must be notified immediately in writing of any circumstances that put the agreed delivery dates at risk, in order to clarify further procedures.
8.3 The supplier shall notify Schneider immediately in writing of any changes in the type of composition of the processed material or the structural design of deliveries or services previously rendered to Schneider. Changes require Schneider's written approval.
8.4 The supplier must ensure that the deliveries and services meet the environmental protection, accident prevention and other labour protection regulations, safety regulations, as well as the statutory requirements applicable in Germanyand in the European Union, and shall notify Schneider of the special, not generally known, treatment and waste disposal requirements with every shipment. If the delivery is made abroad, the national and supra-national requirements applicable in the country in question must be observed
8.5 Subsequently recognised safety-related defects based on product observations must be reported to Schneider without prompting, even after the expiration of the warranty period.
9. Spare Parts, Readiness for Delivery
9.1 The supplier is obligated to supply spare parts during the period of the regular technical use under reasonable terms and conditions.
9.2 Should the supplier discontinue supplying spare parts upon expiration of the above period of delivery, Schneider must be given the opportunity of placing a last order.
10. Jurisdictional Venue, Place of Performance, Concluding Provisions
10.1 The exclusive place of performance for all obligations of both parties shall be Schneider’s place of business.
10.2 The relationships between the contracting parties shall be governed exclusively by German law, whereby application of the United Nations Convention on Contracts for the international Sale of Goods (CISG) and the rules of international private law leading to the application of foreign material law are barred.
10.3 The exclusive place of jurisdiction for all disputes arising in connection with contracts with parties who are registered traders shall beMarburg. Schneider shall also have the right to bring legal action against the Supplier at the courts having jurisdiction for the Supplier's place of business.
10.4 The provisions contained in this General Terms and Conditions of Purchase shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid. If any portion of this is held to be unenforceable or invalid, the unenforceable or invalid portion shall be constructed rather than voided to the greatest extent possible to reflect the original intent of the Parties, and the remainder of the provisions of these General Terms and Conditions of Purchase shall remain in full force and effect. The same does apply if it turns out that the General Terms and Conditions of Purchase contain a gap.