Standard Terms and Conditions of purchase
for the following firms:
Schunk GmbH
Schunk Dienstleistungsgesellschaft GmbH
Schunk Ingenieurkeramik GmbH
Schunk Kohlenstofftechnik GmbH
Schunk Modultechnik GmbH, Ganderkesee
Schunk Bahn- und Industrietechnik GmbH, Wettenberg
Schunk Sonosystems GmbH, Wettenberg
as of 14th April 2009
The following conditions apply only to persons who, when the contract is concluded,
are exercising their commercial or independent professional activity (entrepreneurs)
and to juristic persons under public law and to special funds under public law.
1. General
The following conditions of purchase, and these conditions only, apply to our orders.
Any conditions of sale or delivery which conflict with them are hereby expressly
excluded. Any alterations or additions to these conditions of purchase are binding
only if they are confirmed by us in writing.
2. Orders and confirmation of orders
Only orders made in writing are binding. Orders or agreements made orally or by
telephone must, if they are to be binding, be confirmed by us in writing.
All orders are to be confirmed by the supplier at once, giving the price and time of
delivery. If the supplier fails to accept the order within two weeks of its being
submitted, we are entitled to countermand it.
3. Time of delivery and dates
Dates and time-limits are binding. Delay occurs without reminder. Proof that the date
of delivery or the time-limit has been observed is given by the delivery of the goods to
us, insofar as no other address for delivery has been given. If delivery "carriage paid"
has not been agreed upon, the supplier shall make the goods available to us
punctually, having due regard to the usual period for shipping.
If the date agreed upon is not met by reason of circumstances for which the supplier
is responsible, we are entitled, at our own choice and without prejudice to further
legal provisions, to withdraw from the contract after the expiry of a reasonable
additional period, to obtain a replacement from a third party and/or to require
damages for non-performance. We have a claim to repayment of all additional costs
which arise for us as the result of delays in delivery or services which are the
responsibility of the supplier. Acceptance of the late delivery or service does not
imply waiver of claims for compensation.
If the delivery time agreed upon is not met, we have in addition a claim for payment
of a contractual penalty of 0.1 per cent per working day, up to a maximum of five per
cent of the sum contracted. We are entitled to claim a contractual penalty besides
fulfilment of the contract. If we have not already reserved the penalty with
acceptance, the penalty can be claimed by us until our payment. The asserting of a
damage beyond the contractual penalty is not excluded.
If the supplier should foresee difficulties in manufacturing or in obtaining the primary
material, and if circumstances arise which the supplier is powerless to affect and
which will probably prevent him from making delivery punctually and of the quality
agreed upon, the supplier must at once inform our ordering department.
In the case of number of items, weights and measures, the values determined by us
on checking the goods on receipt are applicable.
Additional or short shipments, and partial or advance deliveries, require our
agreement.
Shipping is carried out at the supplier's risk.
Delivery is to be made carriage paid and/or post-free. Packing charges are to be
borne by the supplier.
Transport insurance is borne by us.
Our regulation, viz., that we are proscriptive SLVS, must be observed
unconditionally.
4. Passing of risk
The supplier bears the risk of damage and loss of the goods until the goods are
accepted by us or by our agent at the place where the goods are to be delivered in
accordance with the contract.
If a delivery should entail installation by the supplier, in our works or with third parties,
and/or if acceptance should be necessary either under contract or by law, the risk is
transferred to us only on acceptance.
5. Prices / Off-Set
If no different agreements are made in writing, the prices agreed upon are deemed to
be fixed prices until delivery.
During unsatisfactory supply or performance we are entitled to withhold our payment
in full amount, as far this is not in contradiction to good faith.
6. Insolvency of the supplier
In the event of the supplier's insolvency we are entitled to retain a reasonable sum by
way of security, of at least ten per cent of the price agreed upon, until the expiry of
the period of limitation for warranty claims.
The supplier assigns to us his warranty claims against his primary supplier. We are
entitled, in the event of the supplier's insolvency, to disclose this assignment.
In addition, we are entitled to withdraw from orders for the volume of the goods which
have not been fulfilled by this time.
7. Presentation of account and payment
Accounts are to be submitted by the supplier in duplicate.
Payment is made upon completion of delivery or service and after reception of a
correct invoice including purchase number, customer number, quantity, price and
part-number.
If payment is made within 14 days of due date a discount of three per cent is agreed
upon.
In general, payment is made net cash within 60 days of the account being received
and delivery completed.
Payments do not imply that we recognise the delivery or service as being in
accordance with the contract.
8. Guarantee, notification of defects, duty to examine and requirement to give notice of defects
Technical Specifications as well as performance data specified by the supplier are
considered as warranty of their condition.
If there are defects in the technical specifications, or its features guaranteed including
guaranteed ratings, operating points, our specification and the performance
characteristics in the catalogue of the supplier, we have the right to choose between
termination, price reduction, a new delivery, on-the-spot repair or compensation for
failure to fulfil the contract. Other claims for compensation remain unaffected.
If a defect is discovered, the supplier also bears the costs of checking and
determination of the defect, without prejudice to other, further claims by us.
We are entitled to remove defects at the expense of the supplier and without
informing the supplier in advance, if the immediate removal of a defect is justified by
reason of a particular need on our part, or if there is reason to suspect that a repair
by the supplier would entail a greater expense than a repair by us, or if a repair by
the supplier would cause delays which would make it more difficult for us to meet our
obligations towards our contractual partner.
We may return to the supplier, at his own cost and his own risk, goods not delivered
according to contract.
The supplier commits himself to sign and maintain an appropriate operating and
product liability insurance and to submit an insurance confirmation to us.
The supplier undertakes to carry out a careful check when the goods leave him. He
thus waives the fulfilment of the commercial duty to examine and give notice of
defects
(§§ 377 ff. HGB).
The warranty period runs for two years if not a longer period is required by law.
9. Liability of the supplier
We have a claim to compensation for all damage caused us by the supplier in
connection with the delivery. This applies in particular to material employed uselessly
and to wages paid as the result of concealed defects and to increased costs for
meeting the supplier's own delivery dates and other damage resulting from defects.
This obligation to render compensation lapses if the supplier shows that the supplier
is not at fault (insofar as he is not responsible under provisions of the law even when
the supplier is not at fault).
If, owing to a defect in the series, it is not possible or not reasonable to exchange a
whole series of contracted items, or of our products in which contracted items have
been incorporated (e.g., because error analysis in the individual case is
uneconomical, not possible or not reasonable), the supplier shall reimburse the cost,
even in respect of that part of the series in question which is technically without
defect.
If a defect in the service provided by the supplier gives rise to product liability for us,
the supplier releases us from such liability. The supplier shall take over all costs,
including costs of recall, arising from product liability.
The supplier is also responsible for damage which is ascribable to inadequate or
defective safety measures.
If the supplier is granted the use, processing or treatment of installations or parts of
installations, his responsibility for damage to such installations or parts of such
installations remains unaffected.
The supplier is obliged, to deliver the ordered products free of rights of third parties.
In case of any claims, domestic or foreign, by third parties regarding the infringement
of patents, copyrights or other intellectual property, the supplier will indemnify or
reimburse us of any costs thereof. This includes legal fees, liquidated damages as
well as costs for repair or rework.
10. Environment, Safety, Health
When delivering the supplier complies with the legal regulations as applicable in the
European Union and the Federal Republic of Germany, eg the REACH regulation
(regulation EU number 1907/2006), the law about the return and environmentally
sound disposal of electrical and electronic equipment
(Electrical and Electronic Equipment Act) as national implementation of the directive
2002/95/EG (RoHS) and the directive 2002/96/EG (WEEE) and the End-of-life
Vehicles ACT as national implementation of the EU directive 2000/52/EG.
The supplier shall immediately inform us about relevant changes in the product due
to legal regulations, in particular the REACH regulation, its supply availablity, use or
quality and shall in individual cases agree with us on suitable measures to be taken.
This applies as soon as and to the extent to which the supplier realizes that such
changes will happen.
The German motor vehicle manufacturers have listed forbidden and undesirable
materials and materials requiring to be declared in catalogue VDA 232-101. The
requirements specified therein are to be observed by the supplier and to be carried
out on his own responsibility.
Where required by law, the CE symbol must be clearly visibly attached, as well as the
conformity statement/manufacturer declaration and a danger analysis has to be
transferred to us.
The supplier agrees to an investigation of the environment, given an appropriate
period of notice, by us and/or by customers of Schunk.
The supplier shall endeavour to install a certified system of environment
management, which will cover all the areas of his operation.
11. Material additionally provided, means of production, drawings, etc.
Material additionally provided and means of production, drawings, models, samples,
tools, patterns and the like remain our property. The supplier is liable for loss,
mislaying, deterioration or damage, insofar as he is responsible for these. Material
and means of production made available to the supplier may not be made available
to third parties, transferred, pledged or otherwise utilised without our permission.
Goods produced with these materials or means of production are to be delivered only
to us.
This also applies to means of production and to tools where the costs of production
have been taken over by us, in whole or in part, by agreement.
If the production costs for means of production and tools have been taken over in
total by us, then these become our property. Until they have been transferred to us,
they are stored for us by the supplier with proper care.
In the case of pro rata costs paid by us, ownership is transferred to us only pro rata,
unless we undertake an adjustment of payment between the pro rata and the full
cost.
12. References
The supplier may mention a business connection with us in his publicity literature
only if the supplier has express authorisation from us to do so.
13. Separability clause
If any provision in these conditions of purchase or within the scope of other
agreements should be or should become invalid, the validity of all other provisions or
agreements is not affected thereby.
14. Applicable law, place of performance and legal venue
The law of the Federal Republic of Germany applies, with the exception of all
international contracts relating to the sale of goods.
The place of performance for all deliveries and services is the address for shipments
specified by us. If such an address is lacking and cannot be determined from the
situation, the place of performance is our acceptance of the goods. The place of
performance for all payments is our business address and all localities where we
maintain a bank account. The legal venue is Giessen. We are entitled, however, to
also file a suit at the supplier's place of business.
for the following firms:
Schunk GmbH
Schunk Dienstleistungsgesellschaft GmbH
Schunk Ingenieurkeramik GmbH
Schunk Kohlenstofftechnik GmbH
Schunk Modultechnik GmbH, Ganderkesee
Schunk Bahn- und Industrietechnik GmbH, Wettenberg
Schunk Sonosystems GmbH, Wettenberg
as of 14th April 2009
The following conditions apply only to persons who, when the contract is concluded,
are exercising their commercial or independent professional activity (entrepreneurs)
and to juristic persons under public law and to special funds under public law.
1. General
The following conditions of purchase, and these conditions only, apply to our orders.
Any conditions of sale or delivery which conflict with them are hereby expressly
excluded. Any alterations or additions to these conditions of purchase are binding
only if they are confirmed by us in writing.
2. Orders and confirmation of orders
Only orders made in writing are binding. Orders or agreements made orally or by
telephone must, if they are to be binding, be confirmed by us in writing.
All orders are to be confirmed by the supplier at once, giving the price and time of
delivery. If the supplier fails to accept the order within two weeks of its being
submitted, we are entitled to countermand it.
3. Time of delivery and dates
Dates and time-limits are binding. Delay occurs without reminder. Proof that the date
of delivery or the time-limit has been observed is given by the delivery of the goods to
us, insofar as no other address for delivery has been given. If delivery "carriage paid"
has not been agreed upon, the supplier shall make the goods available to us
punctually, having due regard to the usual period for shipping.
If the date agreed upon is not met by reason of circumstances for which the supplier
is responsible, we are entitled, at our own choice and without prejudice to further
legal provisions, to withdraw from the contract after the expiry of a reasonable
additional period, to obtain a replacement from a third party and/or to require
damages for non-performance. We have a claim to repayment of all additional costs
which arise for us as the result of delays in delivery or services which are the
responsibility of the supplier. Acceptance of the late delivery or service does not
imply waiver of claims for compensation.
If the delivery time agreed upon is not met, we have in addition a claim for payment
of a contractual penalty of 0.1 per cent per working day, up to a maximum of five per
cent of the sum contracted. We are entitled to claim a contractual penalty besides
fulfilment of the contract. If we have not already reserved the penalty with
acceptance, the penalty can be claimed by us until our payment. The asserting of a
damage beyond the contractual penalty is not excluded.
If the supplier should foresee difficulties in manufacturing or in obtaining the primary
material, and if circumstances arise which the supplier is powerless to affect and
which will probably prevent him from making delivery punctually and of the quality
agreed upon, the supplier must at once inform our ordering department.
In the case of number of items, weights and measures, the values determined by us
on checking the goods on receipt are applicable.
Additional or short shipments, and partial or advance deliveries, require our
agreement.
Shipping is carried out at the supplier's risk.
Delivery is to be made carriage paid and/or post-free. Packing charges are to be
borne by the supplier.
Transport insurance is borne by us.
Our regulation, viz., that we are proscriptive SLVS, must be observed
unconditionally.
4. Passing of risk
The supplier bears the risk of damage and loss of the goods until the goods are
accepted by us or by our agent at the place where the goods are to be delivered in
accordance with the contract.
If a delivery should entail installation by the supplier, in our works or with third parties,
and/or if acceptance should be necessary either under contract or by law, the risk is
transferred to us only on acceptance.
5. Prices / Off-Set
If no different agreements are made in writing, the prices agreed upon are deemed to
be fixed prices until delivery.
During unsatisfactory supply or performance we are entitled to withhold our payment
in full amount, as far this is not in contradiction to good faith.
6. Insolvency of the supplier
In the event of the supplier's insolvency we are entitled to retain a reasonable sum by
way of security, of at least ten per cent of the price agreed upon, until the expiry of
the period of limitation for warranty claims.
The supplier assigns to us his warranty claims against his primary supplier. We are
entitled, in the event of the supplier's insolvency, to disclose this assignment.
In addition, we are entitled to withdraw from orders for the volume of the goods which
have not been fulfilled by this time.
7. Presentation of account and payment
Accounts are to be submitted by the supplier in duplicate.
Payment is made upon completion of delivery or service and after reception of a
correct invoice including purchase number, customer number, quantity, price and
part-number.
If payment is made within 14 days of due date a discount of three per cent is agreed
upon.
In general, payment is made net cash within 60 days of the account being received
and delivery completed.
Payments do not imply that we recognise the delivery or service as being in
accordance with the contract.
8. Guarantee, notification of defects, duty to examine and requirement to give notice of defects
Technical Specifications as well as performance data specified by the supplier are
considered as warranty of their condition.
If there are defects in the technical specifications, or its features guaranteed including
guaranteed ratings, operating points, our specification and the performance
characteristics in the catalogue of the supplier, we have the right to choose between
termination, price reduction, a new delivery, on-the-spot repair or compensation for
failure to fulfil the contract. Other claims for compensation remain unaffected.
If a defect is discovered, the supplier also bears the costs of checking and
determination of the defect, without prejudice to other, further claims by us.
We are entitled to remove defects at the expense of the supplier and without
informing the supplier in advance, if the immediate removal of a defect is justified by
reason of a particular need on our part, or if there is reason to suspect that a repair
by the supplier would entail a greater expense than a repair by us, or if a repair by
the supplier would cause delays which would make it more difficult for us to meet our
obligations towards our contractual partner.
We may return to the supplier, at his own cost and his own risk, goods not delivered
according to contract.
The supplier commits himself to sign and maintain an appropriate operating and
product liability insurance and to submit an insurance confirmation to us.
The supplier undertakes to carry out a careful check when the goods leave him. He
thus waives the fulfilment of the commercial duty to examine and give notice of
defects
(§§ 377 ff. HGB).
The warranty period runs for two years if not a longer period is required by law.
9. Liability of the supplier
We have a claim to compensation for all damage caused us by the supplier in
connection with the delivery. This applies in particular to material employed uselessly
and to wages paid as the result of concealed defects and to increased costs for
meeting the supplier's own delivery dates and other damage resulting from defects.
This obligation to render compensation lapses if the supplier shows that the supplier
is not at fault (insofar as he is not responsible under provisions of the law even when
the supplier is not at fault).
If, owing to a defect in the series, it is not possible or not reasonable to exchange a
whole series of contracted items, or of our products in which contracted items have
been incorporated (e.g., because error analysis in the individual case is
uneconomical, not possible or not reasonable), the supplier shall reimburse the cost,
even in respect of that part of the series in question which is technically without
defect.
If a defect in the service provided by the supplier gives rise to product liability for us,
the supplier releases us from such liability. The supplier shall take over all costs,
including costs of recall, arising from product liability.
The supplier is also responsible for damage which is ascribable to inadequate or
defective safety measures.
If the supplier is granted the use, processing or treatment of installations or parts of
installations, his responsibility for damage to such installations or parts of such
installations remains unaffected.
The supplier is obliged, to deliver the ordered products free of rights of third parties.
In case of any claims, domestic or foreign, by third parties regarding the infringement
of patents, copyrights or other intellectual property, the supplier will indemnify or
reimburse us of any costs thereof. This includes legal fees, liquidated damages as
well as costs for repair or rework.
10. Environment, Safety, Health
When delivering the supplier complies with the legal regulations as applicable in the
European Union and the Federal Republic of Germany, eg the REACH regulation
(regulation EU number 1907/2006), the law about the return and environmentally
sound disposal of electrical and electronic equipment
(Electrical and Electronic Equipment Act) as national implementation of the directive
2002/95/EG (RoHS) and the directive 2002/96/EG (WEEE) and the End-of-life
Vehicles ACT as national implementation of the EU directive 2000/52/EG.
The supplier shall immediately inform us about relevant changes in the product due
to legal regulations, in particular the REACH regulation, its supply availablity, use or
quality and shall in individual cases agree with us on suitable measures to be taken.
This applies as soon as and to the extent to which the supplier realizes that such
changes will happen.
The German motor vehicle manufacturers have listed forbidden and undesirable
materials and materials requiring to be declared in catalogue VDA 232-101. The
requirements specified therein are to be observed by the supplier and to be carried
out on his own responsibility.
Where required by law, the CE symbol must be clearly visibly attached, as well as the
conformity statement/manufacturer declaration and a danger analysis has to be
transferred to us.
The supplier agrees to an investigation of the environment, given an appropriate
period of notice, by us and/or by customers of Schunk.
The supplier shall endeavour to install a certified system of environment
management, which will cover all the areas of his operation.
11. Material additionally provided, means of production, drawings, etc.
Material additionally provided and means of production, drawings, models, samples,
tools, patterns and the like remain our property. The supplier is liable for loss,
mislaying, deterioration or damage, insofar as he is responsible for these. Material
and means of production made available to the supplier may not be made available
to third parties, transferred, pledged or otherwise utilised without our permission.
Goods produced with these materials or means of production are to be delivered only
to us.
This also applies to means of production and to tools where the costs of production
have been taken over by us, in whole or in part, by agreement.
If the production costs for means of production and tools have been taken over in
total by us, then these become our property. Until they have been transferred to us,
they are stored for us by the supplier with proper care.
In the case of pro rata costs paid by us, ownership is transferred to us only pro rata,
unless we undertake an adjustment of payment between the pro rata and the full
cost.
12. References
The supplier may mention a business connection with us in his publicity literature
only if the supplier has express authorisation from us to do so.
13. Separability clause
If any provision in these conditions of purchase or within the scope of other
agreements should be or should become invalid, the validity of all other provisions or
agreements is not affected thereby.
14. Applicable law, place of performance and legal venue
The law of the Federal Republic of Germany applies, with the exception of all
international contracts relating to the sale of goods.
The place of performance for all deliveries and services is the address for shipments
specified by us. If such an address is lacking and cannot be determined from the
situation, the place of performance is our acceptance of the goods. The place of
performance for all payments is our business address and all localities where we
maintain a bank account. The legal venue is Giessen. We are entitled, however, to
also file a suit at the supplier's place of business.