Legal

General Purchasing Conditions

General Purchasing Conditions of Scheddin Industrievertretung GmbH, 47574 Goch / Germany.

This is a non-binding English translation. In the event of any discrepancy, the German version prevails.

§ 1 Scope, general provisions

All deliveries, services and offers of our suppliers are made exclusively on the basis of these General Purchasing Conditions. They form an integral part of all contracts we conclude with our suppliers regarding the deliveries or services they offer. They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
Terms and conditions of our suppliers or third parties shall not apply, even if we do not separately object to their validity in an individual case. Even if we refer to a letter that contains or refers to terms and conditions of the supplier or a third party, this shall not constitute agreement with the validity of those terms and conditions.

§ 2 Orders and commissions

An offer by the supplier must be made to us free of charge. It must be submitted in writing, unless otherwise agreed in an individual case. The placing of an order by us requires the written form. Unless our orders expressly contain a binding period, we consider ourselves bound to them for one week after the date of the order. Every order must be confirmed by the supplier in writing, stating our order number, and received by us within 10 days of the date of the order. If the supplier does not provide written confirmation, we are entitled to withdraw from the order free of charge until the confirmation is received.
We are entitled to change the time and place of delivery as well as the type of packaging at any time by written notice with a period of at least 3 calendar days before the agreed delivery date. The same applies to changes to product specifications, provided these can be implemented within the supplier's normal production process without significant additional expense; in such cases the notice period is at least 30 calendar days. We will reimburse the supplier for the documented and reasonable additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided within the supplier's normal production and business operations using reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the expected additional costs or delivery delays in good time before the delivery date, but at the latest within 7 working days of receipt of our notice.
We are entitled to terminate the contract at any time by written declaration stating the reason if, due to circumstances arising after conclusion of the contract, we are no longer able to use the ordered products in our business operations. In this case, we will remunerate the supplier for the partial performance rendered.

§ 3 Prices, terms of payment, invoice details

The price stated in the order is binding.
Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address named in the contract, including packaging.
Insofar as, according to the agreement reached, the price does not include packaging and the remuneration for the packaging – not merely provided on loan – is not expressly determined, this shall be charged at the verifiable cost price. At our request, the supplier shall take back the packaging at its own expense.
Unless otherwise agreed, we pay the purchase price from delivery of the goods and receipt of the invoice within 30 days with a 3 % discount or within 60 days net.
Our order number, the article number, the delivery quantity and the delivery address must be stated in all order confirmations, delivery documents and invoices. Should one or more of these details be missing and processing by us thereby be delayed, the payment periods stated in paragraph 4 shall be extended by the period of the delay.
In the event of default of payment, we owe default interest at a rate of five percentage points above the base rate pursuant to § 247 of the German Civil Code (BGB).

§ 4 Delivery time and delivery, passing of risk

The delivery time (delivery date or period) stated in the order is binding. Early deliveries are only permissible with our prior consent.
The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent according to which the delivery time cannot be met.
If the day on which the delivery is to be made at the latest can be determined on the basis of the contract, the supplier shall be in default upon expiry of that day, without any reminder on our part being required.
In the event of delay in delivery, we are entitled without restriction to the statutory claims, including the right of withdrawal and the claim for damages in lieu of performance after the fruitless expiry of a reasonable grace period.
In the event of delivery delays, we are entitled, after prior written warning, to demand a contractual penalty of 0.5 %, up to a maximum of 5 %, of the respective order value for each commenced week of the delay in delivery. The contractual penalty shall be set off against the damage caused by the delay for which the supplier is liable.
The supplier is not entitled to make partial deliveries unless we have given our consent to this.
The risk, even if dispatch has been agreed, only passes to us when the goods are handed over to us at the agreed place of destination.

§ 5 Retention of title

We retain title or copyright to all orders, commissions and drawings, illustrations, calculations, descriptions, samples, specimens and other documents provided to the supplier. The supplier may not make them accessible to third parties, disclose them, use them itself or through third parties, or reproduce them without our express consent. The supplier shall return these documents, any copies and items to us in full at our request if they are no longer required in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.
Tools, devices and models that we provide to the supplier or that are manufactured for contractual purposes and charged to us separately shall remain our property or shall become our property. They shall be marked by the supplier as our property, carefully stored, secured against damage of any kind and used only for the purposes of the contract. The costs of maintenance and repair shall – in the absence of any other agreement – be borne equally by the contracting parties. Insofar as these costs are attributable to defects in such items manufactured by the supplier or to improper use by the supplier, they shall be borne solely by the supplier. Upon request, the supplier is obliged to hand over these items to us in proper condition when they are no longer required to fulfil the contracts.
Retentions of title by the supplier shall apply only insofar as they relate to our payment obligation for the respective products to which the supplier retains title. In particular, extended or prolonged retentions of title are inadmissible.

§ 6 Warranty claims, claims for damages

In the event of defects, we are entitled without restriction to the statutory claims. In particular, our right to claim damages against the supplier in accordance with the statutory provisions remains unaffected.
Deviations in quality and quantity are in any case notified in good time if we inform the supplier of them within 15 working days of receipt of the goods by us. Hidden material defects are in any case notified in good time if the notification is made to the supplier within 15 working days of discovery.
By accepting or approving submitted samples or specimens, we do not waive any warranty claims.
Upon receipt of our written notice of defects by the supplier, the limitation period for warranty claims is suspended. In the case of replacement delivery and remedy of defects, the warranty period for replaced and repaired parts begins anew, unless we had to assume, based on the conduct of the supplier, that the supplier undertook the measure only as a gesture of goodwill.

§ 7 Product liability

The supplier is responsible for all claims asserted by third parties for personal injury or property damage attributable to a defective product supplied by it, and is obliged to indemnify us against the resulting liability. If we are obliged to carry out a recall action due to a defect, the supplier shall bear all associated costs. If the claim was also partly caused by faulty conduct on our part, the supplier bears the burden of proving our contributory fault; in this case our claim for compensation shall be reduced accordingly.
The supplier is obliged to maintain, at its own expense, product liability insurance with a coverage amount of at least EUR 2 million. The supplier will send us a copy of the liability policy at any time upon request.

§ 8 Industrial property rights

The supplier warrants that no third-party industrial property rights are infringed in connection with its delivery in countries of the European Union, North America or other countries in which it manufactures or has the products manufactured.
The supplier is obliged to indemnify us against all claims that third parties raise against us due to the infringement of industrial property rights referred to in paragraph 1, and to reimburse all necessary expenses. This claim exists irrespective of any fault on the part of the supplier.

§ 9 Spare parts

The supplier is obliged to keep spare parts for the products delivered to us available for a period of at least 10 years after delivery.
If the supplier intends to discontinue the production of spare parts, it will notify us immediately after the decision. This decision must – subject to paragraph 1 – be made at least 12 months before the discontinuation of production.

§ 10 Confidentiality

The supplier is obliged to keep confidential the terms of the order and all information and documents made available (with the exception of publicly available information) for a period of 10 years after conclusion of the contract, and to use them only to carry out the order. It will return them to us promptly upon request after completion.
Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures etc., nor exhibit items of delivery manufactured for us.
The supplier shall obligate its sub-suppliers in accordance with this § 10.

§ 11 Assignment

The supplier is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply insofar as monetary claims are concerned.

§ 12 Other provisions

Suppliers of films, papers, silicone-coated papers and films are advised that we may further process the delivered products and, among other things, bring them onto the market as release liners, and that the properties of their delivered products must be suitable for this end application.
The suppliers take note that we store data from the contractual relationships in accordance with the provisions of the German Federal Data Protection Act. We reserve the right to transmit the data to third parties (e.g. insurers), insofar as this is necessary for the performance of the contract.

§ 13 General provisions, place of performance, place of jurisdiction, applicable law

Insofar as a contract concluded between the supplier and us, or these General Purchasing Conditions, contain gaps, those legally effective provisions shall be deemed agreed to fill them which the contracting parties would have agreed in accordance with the economic objectives of the contract had they been aware of the gap.
The place of performance for both parties is Goch, and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Kleve.
The contracts concluded between us and the supplier are governed by the law of the Federal Republic of Germany.

Scheddin Industrievertretung GmbH – Am Sandthof 12, 47574 Goch / Germany · As of: March 2016