Terms and Conditions of Purchase
I. Authoritative conditions, scope
These Terms and Conditions of Purchase are applicable to all business transactions with every supplier or other vendor (hereinafter jointly termed “Supplier”), even where these are not mentioned in subsequent agreements. The Terms and Conditions of Purchase are stored in the Internet (www.schako.de) and may be furnished by post on request. Any other stipulations and General Terms and Conditions – unless otherwise indicated in our complete purchase order – shall not apply, excepting where authorized representatives of both contractual partners have mutually confirmed such deviating Terms and Conditions.
II. Purchase order, confirmation
A purchase order is deemed to have been placed only if drawn up by us in writing and signed. Verbally placed orders or orders placed by telephone are only binding if confirmed by us by subsequent submission of a written purchase order. Every consignment must be accompanied by a shipping or delivery note which contains our order number. Drawings specified by us in individual cases including stipulated tolerances are binding. By accepting the purchase order, the Supplier acknowledges that it has ascertained the type, execution and scope of the performance to be rendered by perusal of the available plans. In the case of obvious mistakes, typographical and calculatory errors in the documentation, drawings and plans supplied by us, these may not be interpreted as binding upon us. The Supplier is obliged to inform us of any such errors to permit our purchase order to be corrected and revised. This applies also in the event of missing documents or drawings. Acceptance of purchase orders must be confirmed within 2 working days from the date of the purchase order by means of a written confirmation of order. Should no such confirmation reach us, we shall be entitled to revoke the purchase order and reserve the right to confer the purchase contract elsewhere. Deviations in terms of quantity and quality from the text and content of our purchase order and subsequent amendments of contract shall only be deemed to have been agreed with our express written confirmation.
As regards the fulfilment of the Supplier’s obligations, it must be ensured that the procurement, production and/or delivery of goods complies in particular with – but not limited to – all regulatory and legal provisions and requirements and all applicable regulations concerning environmental protection, hazardous substances and goods and accident prevention. Thus, the Supplier has to ensure that any applicable national and international rules, regulations issued by national and international authorities and trade associations, including any EU Directives and EU Regulations to be observed, are complied with and no rights of a third party are violated.
The Supplier guarantees in particular compliance with the RoHS Directive 2011/65/EU and the REACH Directive 1907/2006/EC. If the Supplier has knowledge of any banned substances (SVHCs) contained in the delivery item, we must be informed in writing without delay
Should there be any discrepancies between regulatory and legal provisions/requirements and the standards of state-of-the-art technology on the one hand and the terms and conditions of the order on the other hand, the Supplier shall be obliged to draw our attention to this fact immediately by a written notice and submit a proposal for possible modifications.
Drawings, tools, samples, models, brands, means of presentation or similar as well as finished products and semi-finished products which are supplied by us or are manufactured on our behalf shall remain our property and may only be supplied to third parties with our express written consent. Subject to any other agreements in individual cases, any such products shall be returned to us automatically without delay on completion of the purchase order. Products manufactured or labelled using such production facilities, brands and means of presentation may only be supplied to third parties with our express written consent.
III. Delivery deadlines
Agreed delivery periods and delivery deadlines are absolutely binding. They apply from the date of placement of order. Within the delivery period / by the delivery date, the goods must have been delivered to the receiving location specified by us. Should delays be expected, the Supplier shall inform us accordingly without delay in writing and obtain a decision as to the continued validity of the order.
Should the Supplier be in default of delivery, following due warning we shall be entitled to demand a contractual penalty of 0.5% of the net order value for each started day of the delay, but of no more than 5% of the net purchase order value, to demand execution of the delivery, and/or to withdraw from the agreement and demand compensation for damages incurred by us as a result of non-fulfilment. The contractual penalty paid shall be offset against any claim to damages. We shall not be obliged to accept delivery prior to expiry of the delivery period.
IV. Delivery and packaging
Delivery shall be performed at the expense of the Supplier free of charge to the receiving location specified by us. The Supplier undertakes to prepare goods intended for us in such a way that the railway, package delivery or carrier service shall not be entitled to claim damages due to non-delivery, delayed delivery and/or damage to property. Should the Supplier contravene this requirement, it shall be liable without restriction to compensate for all such incurred damages. Where in exceptional cases we bear the costs of the freight, the Supplier shall select the method of transportation prescribed by us, or otherwise the most favourable method of transport and delivery paying due regard to the above stipulation. Costs for breakage and transport damage insurance shall only be reimbursed by us by prior agreement or where insurance cover is stipulated by us. Risk passes to us only on acceptance by our receiving location. Packaging materials are included in the price. Where deviating arrangements are made in exceptional circumstances, packaging shall be charged at cost price. The Supplier is required to ensure that the goods are protected from damage by suitable packaging. In the event of return deliveries, at least 80% of the charged value shall be credited to us.
Invoices, delivery notes and packing slips shall be enclosed in duplicate with each consignment. These documents must contain:
- Purchase order number
- Quantity and unit of quantity
- Gross, net and where applicable calculation weight
- Article designation with our article number
- Residual quantity in the case of partial deliveries
In the case of freight consignments, a notification of shipment shall be sent to us separately on the shipment date.
VI. Prices and terms of payment
Agreed prices are deemed to be fixed prices, excepting where the Supplier implements a general reduction of the prices in question. Price increases shall only be effective if acknowledged by us in writing. The Supplier shall desist from granting us more unfavourable prices or conditions than those granted to other buyers, if and to the extent that such buyers offer it the same or equivalent conditions in concrete cases. In the case of a substantial reduction in the cost of production, we shall be entitled to demand a commensurate reduction in price. Invoices shall be issued separately for each purchase order. Payment shall be made only after the goods have been received or the ordered service rendered in full without defects and after receipt of the invoice. In the event of partial deliveries, this ruling shall apply analogously. Delays occurring as a result of incorrect or incomplete invoices shall not adversely affect the deadlines applicable to the granting of cash discounts. Payment shall be made on principle 30 days following receipt of the auditable interim or final invoice. Where cash discounts are granted, payment shall be made: within up to 14 days less 3% cash discount, up to within 30 days net. In addition, all our payments are made subject to correction should any subsequent cause for complaint occur. Claims on the part of the Supplier against us may only be assigned to third parties with our agreement. Payments shall be made only to the Supplier. We are entitled to offset accounts.
VII. Guarantees, warranty, complaints, passing of risk
Alongside its obligation to deliver punctually, the Supplier is also obliged to ensure that the goods, their presentation and labelling comply with our specifications and that our purchase order / commission is executed correctly and professionally in accordance with the applicable state of the art. Acceptance shall take place subject to an inspection of correctness and serviceability. Should supplied goods be defective, irrespective of whether such defects are immediately evident or discovered subsequently, the Supplier shall be liable to us for the duration of the statutory warranty period to the extent that we shall be entitled, without prejudice to any further-reaching statutory and/or contractual claims, to request, within a specified deadline, either a replacement delivery free of charge, remedy of the defect free of charge or an appropriate reduction of the price, at our discretion. Should the Supplier fail to comply with our request without delay, we shall be entitled to return the goods at the risk of the Supplier and to use another supplier. Any notification of defect is deemed to have been lodged in good time if the defect is reported without delay following its discovery. Supplier waives defence of delay as defined by § 377 HGB (German trade law) and following articles. Products manufactured by the Supplier / orders executed by the Supplier shall be subject to a warranty of 5 years on the substance and function of objects which are normally permanently integrated in buildings and otherwise of 2 years for movable and electrical parts, applicable in both cases from the date of delivery and acceptance. These stipulations also apply to replacement deliveries and repairs. Risk passes to us on acceptance in the plant or at the final destination.
Supplier guarantees to always comply with all provisions of German minimum wage legislation (MiLoG), as amended from time to time, for all services rendered and work performed in Germany, and to request its suppliers to also do so and makes sure this is observed. On request, SCHAKO provides suitable information and written confirmation(s) about it. In case of breach of MiLoG, Supplier shall indemnify SCHAKO from and against any and all third party claims upon first request and compensate SCHAKO for any resulting damages. This shall not affect SCHAKO’s right to extraordinary termination of the contract.
VIII. Producer liability and industrial property rights
In the event of defects in the goods for which the Supplier may be held responsible, the latter shall indemnify us from any resulting product liability to the extent that it would itself be held directly liable. The Supplier shall be liable for any infringement of patents or other third party industrial property rights, or any non-conformance with DIN standards or with accident prevention legislation brought about as a result of the delivered item and its utilization by us. The Supplier shall exonerate us and our customers from any such claims. This applies also to the extent that the Supplier has manufactured the supplied goods in accordance with drawings, drawing releases, models or other equivalent descriptions or specifications provided by us.
IX. Force majeure
Wars, civil unrest, export limitations/trade limitations brought about due to a change in political circumstances as well as strikes, lockouts, interruptions to production, production restrictions or similar events which prevent us from fulfilment of contract or which render it unreasonable to expect fulfilment of contract, constitute force majeure and exonerate us from our obligation of prompt acceptance for the period of their duration. The contractual partners are obliged to inform each other in the event of such circumstances and to adjust their obligations to the changed circumstances to the best of their belief and ability. Where such events such as unrest, production interruptions or production restrictions are of a protracted nature, and result in substantial reduction of consumption, we shall be entitled to withdraw entirely or partially from the contract without this incurring any right to compensation by the Supplier for whatever reason. In cases of this type, we shall alternatively be entitled at our own discretion to determine the acceptance date without this incurring any right to payment of Supplier claims prior to the due date.
X. Custodianship, reservation of title
Material furnished by us shall remain our property. It shall be stored separately as such and used exclusively for the completion of our production orders. The Supplier shall be liable for any reduction in value or loss irrespective of blame. Objects manufactured using materials furnished by us shall remain our property irrespective of their production status. The supplier shall act as custodian of such objects on our behalf; costs incurred in the safekeeping of goods and materials held in custody on our behalf are deemed covered by the purchase price. The Supplier shall irrevocably waive any reservation of title to supplied objects as soon as these have been processed or integrated. SCHAKO hereby accepts this waiver.
XI. Business secrets
The supplier is obliged to treat our purchase orders and all related commercial and technical details in confidence.
XII. General information
Should one stipulation be or become invalid or conflicting, this shall not affect the validity of the remaining stipulations, and in case of doubt those statutory rulings which most closely approximate SCHAKO’s interests shall apply in addition. The place of fulfilment is the registered place of business of the SCHAKO headquarters. In the case of Suppliers who are businessmen, legal entities under public law or special public funds, the legal venue shall also be at the registered place of business of the SCHAKO headquarters (Messkirch).
As of: 05.2016