Terms and conditions of purchase

1. General Terms

1.1. The following General Terms and Conditions of Purchase are exclusively applicable to all contracts, deliveries, and services. Deviating General Terms and Conditions of the supplier are not recognized. By making the first delivery in accordance with these terms, the supplier also acknowledges them as agreed for all future contractual relationships. Our terms also apply if the supplier confirms the order in a way that deviates from these terms, even if we do not explicitly object.

1.2. We inform our suppliers that we process and transmit their personal data exclusively for business purposes using electronic data processing.

2. Conclusion of Contract

2.1. Only written orders are legally binding. Verbal or telephone orders require our subsequent written confirmation to be valid. The same applies to verbal side agreements and amendments to the contract. Orders, delivery call-offs, as well as their changes and additions can also be made via electronic data transmission or machine-readable data carriers.

2.2. The acceptance of the order must be confirmed immediately. Until receipt of such confirmation, we are entitled to withdraw without cost; we can also partially or completely cancel the order if the order confirmation does not match our order.

2.3. The content of the contract is exclusively determined by our order. We are entitled, even after the conclusion of the contract, to request changes to the delivery item, provided that the deviation is reasonable considering the supplier's interests.

2.4. The supplier may only execute the order personally. If the supplier wishes to subcontract the order, wholly or partially, they must first obtain our written consent.

2.5. The contractor must treat the conclusion of the contract confidentially. They may only name Schuster Maschinenbau as a reference with our written consent.

2.6. Cost estimates, first samples, and samples in general are binding and not to be compensated unless explicitly agreed otherwise in writing.

3. Prices

3.1. Unless explicitly agreed otherwise, the prices are fixed prices plus the applicable VAT. Deliveries are according to Incoterms® 2010 DDP or DAP and include packaging costs. The destination is, unless otherwise agreed in writing, the address of Schuster Maschinenbau GmbH. If a price EXW or FCA is agreed upon, we will only cover the most economical freight costs. All costs incurred up to the handover to the carrier are borne by the contractor. The type of pricing does not affect the agreement on the place of fulfillment.

4. Delivery Dates and Contractual Disruptions

4.1. The agreed delivery dates and deadlines are binding. The arrival of the delivery at the receiving or usage location specified by us is decisive for compliance with the delivery dates or deadlines.

4.2. If the supplier realizes that an agreed date or deadline cannot be met, they must notify us immediately, stating the reasons and the expected duration of the delay.

4.3. If agreed delivery dates and deadlines are not met due to circumstances for which the supplier is responsible, we are entitled, after the unsuccessful expiration of a reasonable grace period set by us, to choose between demanding subsequent delivery and compensation for delayed delivery or compensation for non-fulfillment instead of performance or to withdraw from the contract.

4.4. If the supplier cannot meet agreed delivery dates and deadlines due to reasons beyond their control, such as force majeure or industrial action, the contracting parties are obliged to adjust their obligations to the changed circumstances in good faith within reason. However, we are relieved from the obligation to accept the ordered delivery and are entitled to withdraw from the contract to the extent that the delivery is no longer usable for us from an economic standpoint due to the delay caused by the passage of time.

5. Scope of Delivery, Delivery, Delay, Penalty

5.1. The quantities ordered by us must be adhered to. Over or under-deliveries are not permitted unless otherwise specified in the order.

5.2. The delivery items must be free of third-party rights. The supplier guarantees that they are the owner of the delivered goods and that the use or resale of the delivered items does not violate any third-party patent or protection rights. All delivery items must comply with legal requirements and regulations.

5.3. We must receive the necessary documents such as conformity or installation declarations (including installation instructions), as well as documentation, safety data sheets, hazardous substance notices, software/program printouts, and risk analyses in at least two copies, possibly country-specific if referenced in the order, no later than with the invoice. These documents must be provided to us free of charge.

5.4. Transport risk or breakage risk, as well as all insurance costs, are borne by the supplier. The supplier is an SVS/RVS prohibition customer and will not accept any transport insurance costs.

5.5. Upon exceeding the agreed delivery date, the supplier is automatically in default.

5.6. Seven days after the occurrence of the delivery delay (grace period), Schuster Maschinenbau has the right to withhold a penalty. This amounts to 1% of the net order value per started week and is limited to a maximum of 5% of the net order value.

5.7. Schuster Maschinenbau explicitly reserves the right to make further claims according to German law in addition to the penalty.

6. Payment Terms, Advance Payment Guarantee

6.1. Unless otherwise agreed, payment is made at our discretion within 14 days with a 3% discount or 30 days net, calculated from the receipt of the invoice and the complete delivery of goods in terms of quality and quantity.

6.2. If an advance payment is agreed and it exceeds a gross value of EUR 10,000, payment will only be made upon receipt of an unconditional, on first demand, bank guarantee from a recognized German bank. The guarantee must be for the gross value and valid until 60 days after the agreed delivery date. The costs of this bank guarantee are borne by the supplier. The return of the bank guarantee will occur immediately after the defect-free and operational delivery of the delivery item to Schuster Maschinenbau.

7. Transfer of Risk

7.1. The transfer of risk is determined by the agreed delivery condition as per Incoterms® 2010. If no agreement is made, the risk transfers to us upon delivery of the goods to the agreed receiving location. For machinery and technical equipment, the risk transfers to us only after confirmation of the successful functional test (successful final acceptance).

8. Quality

8.1. The goods must comply with the current state of the art and the specifically agreed quality requirements.

8.2. The contractor must continually align the quality of the products they supply to us with the latest state of the art and inform us of any improvement and technical change possibilities. If the supplier has concerns about the execution method we desire, they must inform us immediately.

8.3. The supplier guarantees the quality of the materials used, the proper construction and execution of the goods delivered, as well as the stated or agreed performance. Suppliers with whom we have ongoing business relationships are obliged to inform us in advance if they intend to make changes to the product, process, or technical conditions concerning the products we receive.

8.4. The supplier undertakes to use environmentally friendly products and processes and assumes liability for the environmental compatibility of the delivered products and packaging materials and for consequential damages resulting from the violation of legal disposal obligations.

8.5. The supplier must immediately modify their production programs as soon as the parts to be manufactured according to our drawings change in quality, size, or other properties. If the supplier nonetheless manufactures parts according to old drawings, they are obliged to immediately correct, re-deliver, or reimburse us for the costs of necessary reworking in our facility.

9. Defects and Product Liability

9.1. The defect liability period is 24 months. It begins with the discovery of the defect by us. For parts to be incorporated, i.e., devices that are installed in our products unmodified, the period starts only with the acceptance of our products by the end customer.

9.2. Complaints about defects in the delivery/service, including non-achievement of guaranteed data and the absence of guaranteed properties, must be addressed by the supplier immediately and free of charge, including all ancillary costs, at our discretion by repair or replacement delivery. If the reasonable period set by us for the repair or replacement delivery expires unsuccessfully, we are entitled to the statutory rights, including withdrawal and reduction. Claims for damages are expressly reserved. This also applies to claims for damages instead of performance.

9.3. If the supplier fails to meet their warranty obligations within a reasonable period set by us, we can, without prejudice to their warranty obligation, take the necessary measures ourselves or have them taken by third parties at their expense and risk. In urgent cases, we may carry out the repair ourselves or have it carried out by a third party after consulting with the supplier.

9.4. Minor defects can be rectified by us - in fulfillment of our duty to minimize damage - without prior consultation. The supplier's warranty obligation remains unaffected. We can charge the supplier for the necessary expenses. The same applies if unusually high damages are imminent.

9.5. For delivery parts that could not remain in operation during the investigation of defects and/or rectification of defects, the running warranty period is extended by the duration of the operational interruption. For reworked or newly delivered parts, the warranty period starts anew upon completion of the rework.

9.6. If our company is held liable for non-compliance with official safety regulations or based on domestic or foreign product liability regulations or laws due to a defect in our product that is attributable to the supplier's goods, we are entitled to demand compensation for this damage from the supplier upon first request, to the extent that it is caused by the products supplied by the supplier. This damage also includes the costs of a precautionary recall action. To secure the assumed indemnification obligation, the supplier is obliged to mark the supplied items in such a way that they are permanently identifiable as their products.

9.7. The supplier is obliged to carry out quality assurance that corresponds to the latest state of technical and legal requirements and to provide evidence of this upon request. They are further obliged to insure themselves against risks arising from product liability, including the recall risk, in an appropriate amount and to provide us with proof of this insurance upon request.

10. Drawings, Tools, Execution Documents

10.1. Drawings, parts lists, and other documents, fixtures, models, tools, software/machine programs, and other production means provided to the contractor remain our property and must be returned upon our request. They may not be used by the supplier for other purposes, duplicated, or made accessible to third parties. Products manufactured according to our designed documents or according to our specifications or with our tools or duplicated tools may neither be utilized by the supplier themselves nor offered or delivered to third parties. In case of violations, we reserve the right to claim compensation.

11. Minimum Wage Law

11.1. According to the law regulating a general minimum wage – Minimum Wage Law (MiLoG), a nationwide minimum wage for employees has been in effect in Germany since January 1, 2015.

This means that we, as a company, are obliged to work only with companies that comply with this law when awarding contracts.

11.2. By accepting the order, you confirm that you pay your employees the respective current legally applicable minimum wage. If you use a subcontractor, you are obliged to obtain a corresponding commitment from them.

11.3. Furthermore, we demand indemnification from you against all claims by third parties under § 13 MiLoG or § 14 AentG, based on a violation of the obligation to pay a minimum wage or the obligation of subcontractors under the Minimum Wage Law. This indemnification obligation also explicitly applies to claims by social security carriers and tax authorities.

12. Confidentiality

12.1. Unless a separate confidentiality agreement between Schuster Maschinenbau and the supplier has been agreed upon, the general confidentiality agreement of Schuster Maschinenbau GmbH as of December 2019 applies.

13. Place of Performance, Jurisdiction, Applicable Law

13.1. German law applies to these terms and conditions of purchase and the entire legal relationships between us and the supplier.

13.2. For all disputes arising from the contractual relationship, the court responsible for Schuster Maschinenbau GmbH at the time of filing the lawsuit has jurisdiction.

The place of performance for the services of both contracting parties is Denklingen.

13.3. Should any provision of these terms and the additional agreements made be or become invalid, the validity of the remaining terms remains unaffected. Both parties are obliged to replace the invalid provision with one that comes as close as possible to the economic effect of the original provision.

© by Schuster Maschinenbau GmbH 2020, Status: March 2020