General Terms and Conditions of Purchase
93333 Neustadt/Donau - Germany
Phone: +49 9445 9564 0
I. Scope of application
- These Conditions of Purchase shall apply to all legal relationships with business partners and suppliers of Scheugenpflug AG relating to the delivery of movables (goods or products) and/or services, if the supplier is an entrepreneur as defined in section 14 of the German Civil Code.
- Such relationships shall be governed by these Conditions of Purchase exclusively. Any conflicting terms and conditions shall apply only if previously acknowledged by us expressly in writing.
- Any individual agreements made with the supplier in individual cases shall take precedence over these Conditions of Purchase.
II. Conclusion of contract
- An order of Scheugenpflug AG shall be deemed to be valid only once it was made or acknowledged in writing. Any deliveries for which there is no written order shall not be admitted.'
- Any changes or delays in acceptance shall be deemed a new quotation and shall require acknowledgement by Scheugenpflug AG.
- Any quotations, drafts, specimens and samples shall be provided to Scheugenpflug AG free of charge.
- The supplier shall ensure that it is aware, in due time, of any and all data and circumstances relevant for performing the contractual obligations and of our intended use of the delivery. The supplier shall inform us in writing of any concerns of any kind without delay and take any efforts necessary to agree on how to continue work with Scheugenpflug AG.
- Unless agreed otherwise in individual cases, deliveries shall be made DDP (INCOTERMS 2010) to the place stated in the order.
- Any reasonably acceptable changes to the object to be delivered may be requested from the supplier. Any effects including, without limitation, those related to an increase or decrease in costs and delivery dates, shall be mutually agreed.
IV. Delivery time and terms of delivery
- The delivery time stated in the order shall be binding. The supplier is obliged to immediately inform Scheugenpflug AG in writing of any delay likely to occur and shall explain the reasons for such delay.
- Each delivery shall be accompanied by two copies of the packing list. The packing list shall include our order number, article number, and supplier number.
- If the supplier is in default with the delivery due to failure to deliver by the delivery date, Scheugenpflug AG shall be entitled to demand payment of a contractual penalty in the amount of 0.2% of the net contract value per calendar day up to a maximum of 5% of the net contract value. We reserve the right to make further claims as laid down by law; when asserting such claims, any forfeited contractual penalty shall be set off against the loss or damage claimed.
V. Information requirements
- The supplier shall inform Scheugenpflug AG in writing of any changes in manufacturing processes, materials or bought-in parts for products, of the relocation of production sites as well as any changes of processes or facilities for testing the parts or other quality assurance measures.
- Scheugenpflug AG shall be informed of any subcontractors, freelancers and other third parties working for the supplier (“agents”). The agents shall be deemed to be vicarious agents of the supplier.
- Should the supplier intend to stop the manufacturing or the distribution of products or matching spare parts, the supplier has to inform the purchase department of the Scheugenpflug AG on time, at least 6 months before stopping of the manufacturing or the distribution, in writing, so that a final repeat order for Scheugenpflug AG is possible.
VI. Supply of spare parts
In connection with the supply of production material, the supplier shall ensure that it is able to supply Scheugenpflug AG with the objects delivered or parts thereof as spare parts at reasonable terms and also for a reasonable time after completed delivery.
VII. Prices / payment terms
- The price stated in the order shall be binding.
- Payments shall be made according to the payment terms agreed in each individual case.
- Invoices shall be submitted as originals and shall each comprise the order number, order item, account allocation, supplier number, part number, number of units and price per unit as well as the amount delivered.
VIII. Defects and warranty
- Incoming goods shall be inspected exclusively for damages visible on the outside and deviations in identity and quantity discernible from the outside. Scheugenpflug AG shall notify the supplier of such defects immediately. Scheugenpflug AG shall notify the supplier of any other defects as soon as they can be detected given the reality of ordinary business operations at Scheugenpflug AG. In this respect, the supplier waives its right to claim that the defect was notified too late.
- If the delivered objects are defective, Scheugenpflug AG shall assert any claims subject to the applicable statutory provisions.
- In order to prevent any risks to occupational safety and health or to avoid extraordinarily high damage/loss or to retain our ability to supply goods to our customers, Scheugenpflug AG may correct such defects itself or have them corrected by a third party, provided that the supplier was previously informed thereof. Any costs arising in this connection shall be borne by the supplier.
- Unless agreed otherwise, the warranty period shall be 24 months. It shall start upon hand-over of the object of delivery to the ordering party. If an acceptance is required by law or contract, the warranty period shall start upon acceptance. If a defect occurs within the first 6 months of the warranty period, it shall be assumed that the defect existed already at the time of passage of risk, unless this assumption is incompatible with the nature of the object or the defect.
- If the supplier complies with its obligation to remedy defects by correcting the defect or by providing a replacement, the statute of limitation for claiming defects shall start anew on the date when the corrected/replacement product has been delivered or accepted.
IX. Intellectual property rights
- The supplier guarantees that any and all deliveries are free from IP rights of third parties and that, in particular, the use of the delivered goods does not violate any third-party patents, licenses or intellectual property rights.
- The supplier shall indemnify Scheugenpflug AG and its customers against any third-party claims arising from any violations of intellectual property rights.
X. Product liability and obligation to take out insurance
- If Scheugenpflug AG is confronted with claims under domestic or foreign product liability regulations for a defect of its product, which is to be attributed to a product of the supplier, it shall be entitled to require reimbursement from the supplier for any damage to the extent that such damage was caused by the supplier’s product. In connection with its product liability obligations, the supplier undertakes to indemnify Scheugenpflug AG, upon first request, against any claims for damages raised by third parties and to reimburse Scheugenpflug AG for any expenses arising from or in connection with a product recall carried out by Scheugenpflug AG as a consequence of the supplier’s defective product.
- The supplier shall maintain an adequate public liability insurance and product liability insurance at its own cost at all times during the business relationship. Upon request, the supplier shall provide written evidence thereof.
XI. Carrying out of work on our premises
When work is carried out on the premises of Scheugenpflug AG, the regulations set out in the “Visitor Rules and Regulations” shall have to be complied with.
XII. Export control and customs
- The supplier is obliged to inform Scheugenpflug AG in writing of any licensing or approval requirements relating to its goods under applicable German, European or US laws or regulations governing export, customs and foreign trade as soon as possible before the delivery date. The following information and data shall have to be communicated:
a) The Export List number under the German Foreign Trade and Payments Ordinance
b) The Export Control Classification Number (ECCN) to the extent that the goods are subject to the EAR
c) The commodity code for statistical purposes (HS/CN code)
d) The country of origin or origin marking
e) The supplier’s certificate of preferential origin - upon request
- If the supplier violates its obligations under clause 1 above, it shall bear any and all costs arising to Scheugenpflug AG therefrom.
XIII. Conformity with applicable rules
- The supplier undertakes to comply with generally recognised rules of technology (DIN standards, regulations of the Association for Electrical, Electronic & Information Technologies and the statutory provisions on product safety, internationally applicable minimum standards on labour law including, without limitation any and all conventions relating to labour law as well as applicable statutory and regulatory provisions.
- The supplier further undertakes not to contribute to any form of bribery or corruption, human rights violation or discrimination, forced labour or child labour, neither actively or passively, nor directly or indirectly.
- The supplier shall ensure that the products it delivers comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH).
- In addition to that, the supplier undertakes to comply with the provisions on conflict minerals set out in the “Dodd-Frank Act”. Should any such materials be required for producing the delivered products, disclosure of their origin shall be obligatory.
XIV. Data protection
- The supplier undertakes to maintain strict confidentiality relating to all business and trade secrets, product know-how and technical knowledge obtained in the context of the business relationship (in whatever way). The only type of information not subject to this obligation is knowledge in the public domain.
- Scheugenpflug AG shall be entitled to electronically store and process any and all data on the supplier connected to the business relation for the purpose of performing the contract, taking into account the provisions of the Federal Data Protection Act.
- The supplier may object to the use of such data at any time in writing (no form requirements).
XV. Choice of law and place of jurisdiction
- The legal relationship between Scheugenpflug AG and the supplier shall be exclusively governed by German law excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Should a provision or a part of a provision of these Conditions of Purchase be or become void, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by the pertinent statutory rule.
- To the extent that the business partner qualifies as a registered trader as defined in the German Commercial Code the sole place of jurisdiction for all disputes arising directly and indirectly from the underlying contractual relationship shall be the registered office of Scheugenpflug AG. However, Scheugenpflug AG shall also be entitled to sue the supplier at its registered office or in any other admissible jurisdiction.