General terms and conditions of purchase
1. GENERAL
These General Terms and Conditions of Purchase apply to all deliveries and services of the contractor to the Schilling Group of Companies (hereinafter referred to as “SCHILLING”). Conflicting or deviating terms and conditions of the contractor shall not apply, even if they have not been expressly objected to.
2. CONCLUSION OF CONTRACT
Supply contracts and orders as well as their amendments and supplements must be made in writing. If the Contractor does not confirm an order in writing within 5 working days of the order date, the order shall be deemed to have been accepted if it complies with the Supplier’s main commercial conditions.
3. DELIVERY AND TRANSFER OF RISK
The delivered goods must comply with the specifications and properties contained in the order. The contractor must notify SCHILLING in writing in advance of any changes to the specifications insofar as these affect the intended use.
Should SCHILLING’s cooperation be required from the contractor’s point of view, the contractor must inform SCHILLING of this immediately.
Unless otherwise agreed, delivery shall be free domicile or construction site (DAP Incoterms 2010), i.e. the costs for freight, insurance, packaging etc. shall be borne by the Contractor.
Partial deliveries are generally not permitted. Any costs incurred in this respect shall be borne by the supplier.
The contractor bears the risk of accidental loss of the goods or accidental reduction in the value of the goods until the goods are accepted by SCHILLING or an authorized recipient appointed by SCHILLING at the place to which the goods are to be delivered in accordance with the order.
If commissioning including documentation is required for goods, this must be provided to SCHILLING in writing in the respective national language at the latest upon delivery of the goods. The respective documentation must be provided in triplicate as a PDF document. The contractor is also obliged to provide SCHILLING with a spare and wear parts list.
4. DELIVERY DATES
Agreed delivery dates and deadlines are binding. The receipt of the goods at the place of receipt specified by SCHILLING is decisive for compliance with the delivery date or delivery period. If the goods are delivered earlier than agreed, SCHILLING reserves the right to return the goods at the contractor’s expense.
5. DISRUPTIONS AND DELAYS IN DELIVERY
If the contractor realizes that an agreed deadline cannot be met, he must inform SCHILLING immediately in writing, stating the reasons and the duration of the delay.
If the contractor is in default with a delivery, the contractor is obliged to compensate SCHILLING for the damage caused by the delay, insofar as SCHILLING is not responsible for this delay.
In the event of imminent or actual delay, SCHILLING may demand that the contractor takes appropriate measures, chooses the fastest method of transportation and bears any additional costs incurred.
6. PRICES AND INVOICING
The agreed prices are fixed prices. Subsequent price increases are excluded.
The invoice must comply with the relevant statutory provisions and contain the following information in particular:
- Order number and order date from SCHILLING
- Material number or article number from SCHILLING
- Delivery quantity and unit per item
- Unit price and total price per item.
7. TERMS OF PAYMENT
Payments shall be made within 14 days with a 3% discount or within 60 days without deduction from the due date of the payment claim and receipt of both the proper invoice and the defect-free goods or provision and acceptance of the service.
Payments by SCHILLING do not constitute acceptance of the goods or services of the contractor as being in accordance with the contract.
If the goods or services of the contractor are defective or appear to be defective, SCHILLING is entitled to withhold payment until the defect has been remedied or a new delivery has been made.
8. HIGHER VIOLENCE
Force majeure, labor disputes, unrest, official measures and other unavoidable events shall release Schilling Engineering GmbH General Terms and Conditions of Purchase – Version 09/2017 2 contracting parties from their respective performance obligations for the duration of the disruption. The contractual partners are obliged to inform the other contractual partner immediately within reasonable limits and to do everything possible to eliminate the disruption and/or mitigate the effects of the disruption. SCHILLING is entitled to procure the goods from other sources for the duration of the interruption in performance and to reduce the delivery quantity specified in the order without any obligation to the contractor if the contractor was unable to perform within a reasonable period of time set for it.
9. CLAIMS FOR DEFECTS AND RECOURSE
SCHILLING will notify the contractor immediately of any defects in the delivery as soon as these can be detected in the ordinary course of business. In this respect, the contractor waives the objection of delayed notification of defects insofar as these relate to incoming goods inspections for non-obvious defects.
Claims for defects shall be governed by the statutory provisions.
In the event of defects of title, the contractor shall also indemnify SCHILLING against any existing third-party claims.
The contractor must ensure that in the event of damage occurring, a service technician arrives at SCHILLING’s request within 24 hours of notification of the damage. This also applies after the warranty period has expired. A separate maintenance contract can be concluded.
The warranty period is 24 months after acceptance or commissioning of the goods or after installation in another system/equipment after use.
The warranty period for structural trades such as air conditioning and ventilation technology is 5 years.
If SCHILLING incurs remedial costs as a result of the defective delivery, in particular transport, travel, labor, installation, removal or material costs, the contractor must bear these costs.
10. LIABILITY
If claims are asserted against SCHILLING by third parties due to the delivery item, the contractor is obliged to indemnify SCHILLING against such claims and the resulting expenses and damages (including legal costs) insofar as the damage is attributable to the contractor.
Upon request, the contractor shall provide SCHILLING with appropriate support in the clarification of and defense against third-party claims.
11. SPARE PARTS
The contractor guarantees the availability of the listed spare and wear parts for a period of 10 years. The delivery of spare and wear parts within 1 week must be guaranteed. Components may only be discontinued with the prior consent of SCHILLING.
12. EXECUTION OF WORK
Persons who carry out work on SCHILLING’s premises or those of its end customers in fulfillment of the contract must observe the provisions of the respective company regulations and external company regulations.
13. SUBCONTRACTORS
The subcontracting of services to subcontractors is only permitted with the prior written consent of SCHILLING, insofar as these services are product-specific.
14. CUSTOMS DUTIES AND PROOF OF ORIGIN
If official documents are required for the intended use of the goods for import or export, the contractor is obliged to make these documents available to SCHILLING immediately at his own expense.
For import deliveries, the invoice must also be enclosed in duplicate with the delivered goods for customs purposes.
The contractor is also obliged to provide proof of origin for the goods to be delivered and to inform us of any changes.
The contractor is liable to SCHILLING for all damages resulting from non-compliance with these conditions.
15. SECRECY AND PROVISIONS
The contracting parties undertake to treat all non-public commercial and technical details that become known to them through the business relationship as business secrets and not to make them accessible to third parties.
Products that the contractor manufactures according to SCHILLING’s documents such as drawings, models or the like or according to confidential information or with tools or copied tools from SCHILLING may neither be used by the contractor itself nor offered or supplied to third parties.
Materials, parts, containers and special packaging etc. provided by SCHILLING remain its property. The processing of materials and the assembly of parts is carried out for SCHILLING. In this respect, it is agreed that SCHILLING acquires co-ownership of the manufactured products in the ratio of the value of the materials provided to the value of the Schilling Engineering GmbH General Terms and Conditions of Purchase – Version 09/2017 3 overall product.
16. INSURANCE
The contractor is obliged to ensure appropriate insurance cover with regard to its obligations. Upon request, the contractor must provide SCHILLING with proof of insurance cover.
17. TERMINATION OF CONTRACT
Each contracting party may terminate open-ended standing orders for good cause without observing notice periods. Good cause exists for SCHILLING in particular if:
- the contractor ceases its business activities
- a significant deterioration in the financial circumstances of the contractor occurs or threatens to occur and this jeopardizes the fulfillment of a delivery obligation to SCHILLING
- the contractor becomes insolvent or overindebted
- the Contractor ceases to make payments or – an application is made to open insolvency proceedings or comparable debt settlement proceedings against the Contractor’s assets.
Placed orders are not affected by this.
18. PLACE OF PERFORMANCE AND JURISDICTION
The place of performance shall be the place to which the goods are to be delivered or where the service is to be rendered in accordance with the order.
The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is Wutöschingen. SCHILLING is also entitled to sue the contractor at the court of its registered office.
19. MISCELLANEOUS
The contractor is only entitled to rights of retention if his counterclaims are legally established, undisputed or recognized by SCHILLING.
SCHILLING is also entitled to offset counterclaims from other contractual relationships with the contractor. Otherwise, offsetting is only permitted with counterclaims that are legally established, undisputed or recognized by SCHILLING. SCHILLING is entitled to assign claims arising from this contractual relationship to end customers. Otherwise, the assignment of claims arising from this contractual relationship is excluded.
The law of the Federal Republic of Germany shall apply exclusively, excluding the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).
Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.