General Terms and Conditions of Purchase of W. Schildmeyer GmbH & Co. KG (Status 01/2014)

Unless expressly agreed otherwise, the following terms and conditions shall apply to our orders:

I. Conditions of purchase

  1. The contractual relationship between us and the Supplier shall be governed exclusively by the following Terms and Conditions of Purchase. This shall also apply to ongoing business relationships in the event that a contract is concluded verbally, by telephone, by fax, by e-mail or by other means of telecommunication.
  2. Terms and conditions of the supplier that deviate from these Terms and Conditions of Purchase shall only be valid in individual cases and only if this has been expressly confirmed in writing. Acceptance of the subject matter of the contract/goods by us shall not replace this written confirmation.

II. Order confirmation

  1. Offers from the supplier must be made free of charge.
  2. Orders must always be confirmed in writing, stating the price to be invoiced. The order number and article number must always be repeated in the order confirmation, delivery note and invoice, the latter in duplicate.
  3. Our orders are revocable until we have received confirmation of their unaltered acceptance. Deviations from the order must be clearly marked in the order confirmation.

III. Prices and terms of payment

  1. The agreed prices are fixed prices excluding VAT and including the costs of packaging that excludes transport damage and are free to the destination specified in the order. The risk of cost increases of any kind occurring after conclusion of the contract shall be borne by the supplier. Price increases are also excluded if delivery is to take place or does take place more than four months after conclusion of the contract.
  2. Payment periods shall commence with the delivery or service accepted by us without objection and the receipt of the invoice. The dispatch of the means of payment by us shall be sufficient for compliance with the payment deadlines. They end with the despatch of the means of payment by us.

IV. Packaging and transfer of risk

  1. The delivered goods shall be delivered packaged if their nature requires packaging during transport. The packaging must be safe for transport and comply with the transport regulations applicable to the selected mode of transport and any packaging regulations specified in our order.
  2. All risk shall pass to us upon handover of the delivery item at the destination specified in the order, unless we have exceptionally carried out the transport ourselves with our own personnel or by a forwarding agent commissioned by us.

V. Delivery times

Agreed delivery dates or delivery periods are binding and must be observed by the supplier. In the event of non-compliance with
delivery dates or delivery periods, we shall be entitled, after the expiry of a reasonable period of grace granted to the supplier to withdraw from the contract, even if the supplier is not responsible for exceeding the deadline or period. Claims for compensation on our part remain unaffected by this.

The acceptance of delayed deliveries or services does not constitute a waiver of claims for compensation. All additional costs incurred due to delayed deliveries or services must be reimbursed to us by the supplier in all cases case, in particular in the event of cancellation.

Otherwise, the Supplier shall be liable in accordance with the relevant statutory provisions in the event of non-compliance with the contractually agreed delivery dates or delivery periods.

VI. Declaration of conformity/manufacturer’s declaration

In addition to the statutory warranty and any additional warranty agreed in the order, the supplier guarantees that its delivery or service has no defects in any of its parts that impair the value or suitability and has the warranted properties, corresponds to the intended use according to the order, the relevant legal regulations as well as relevant guidelines and instructions from competent bodies, the relevant technical rules and regulations (DIN standards, VDE regulations and the like) and the recognised rules of technology.

VII. Liability for material defects

  1. We shall be deemed to have fulfilled our obligation to inspect and give notice of defects if we inspect incoming goods within 3 weeks and report any obvious defects within this period.
  2. If defects are detected within the warranty period for material defects or if guarantees are not honoured with regard to the delivery item or service, we may initially demand warranty by repair or replacement delivery at our discretion. The supplier shall bear the expenses necessary for the purpose of rectification or replacement delivery, in particular transport, travel, labour and material costs. If we have chosen subsequent improvement, this shall be deemed to have failed after the first unsuccessful attempt. We are entitled to remedy the defect ourselves at the supplier’s expense if there is imminent danger or particular urgency. Otherwise, we shall be entitled to the statutory claims.
  3. The limitation period for our rights and claims due to defects shall be 24 months from processing and/or resale and delivery to one of our customers, but no longer than 36 months from delivery. A notice of defects on our part shall suspend the running of the limitation period until fulfilment of our claims for defects or the supplier’s final written refusal to fulfil them. In the latter case, the limitation period shall commence at the earliest 6 months after the end of the suspension.
  4. The statutory limitation period shall apply to buildings.
  5. If, as a result of defective deliveries, an overall inspection exceeding the usual inspection is necessary as a result of defective deliveries, the supplier shall bear the costs for this.

VIII. Right of withdrawal

We reserve the right to withdraw from the contract in the event of force majeure, official orders and other operational disruptions.

IX. Order documents, samples, drawings, etc.

All information and documents that we make available to the supplier for the manufacture of the item to be supplied may not be used for other purposes, reproduced or made accessible to third parties. All documents must be returned to us at our request. The supplier shall not be entitled to a right of retention in this respect, irrespective of the legal grounds.

X. Final provisions

  1. The place of fulfilment for payments is Bad Oeynhausen, the place of fulfilment for all deliveries and services is the destination specified by us in the order.
  2. The place of jurisdiction for all disputes arising from a contractual relationship based on these Terms and Conditions of Purchase shall be Bad Oeynhausen.
  3. The relationship between us and the supplier shall be governed exclusively by the laws of the Federal Republic of Germany.
  4. If individual provisions of these Terms and Conditions of Purchase are or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally valid provision which comes closest to the purpose of the invalid provision.