General Terms and Conditions (GTC)

Status 05/2021

GENERAL PURCHASE CONDITIONS
SCHUHMACHER TECHNOLOGIES HYDRAULICS GMBH

I. Relevant conditions
In addition to the individual contractual agreements, these purchasing conditions apply exclusively to all business transactions with suppliers or other contractors (hereinafter referred to jointly as “suppliers”); they also apply to all future delivery relationships. Other general terms and conditions do not become part of the contract either through unconditional acceptance of deliveries or services or through their payment by us. Changes or additions to all contractual agreements must be made in writing and approved by us. If the creditworthiness or ability of the supplier to deliver deteriorates to an extent that jeopardizes the fulfillment of the contract or if the supplier stops making payments or insolvency proceedings are opened against its assets, we have a right of withdrawal, which can also only be exercised in part. Transferring an order to third parties without our consent is prohibited and entitles us to withdraw or to claim damages. The assignment of claims against us is excluded.
II. Offer

Any deviations from the request must be expressly indicated in the offer. The supplier is bound to his free offer for at least three months. Prices are shown in euros plus VAT, free delivery, including packaging and insurance. We reserve all ownership and copyrights to documents that we provide to the supplier for the purpose of submitting an offer. If no offer is submitted or after the order has been processed, they must be returned to us immediately and free of charge.

III. Order

1. An order is only deemed to have been placed when it is received by you in writing and signed by an authorized signatory. Orders placed verbally or by telephone are only binding for us if we have confirmed them by subsequently sending a written order, or if we have waived such a promise in the verbal or telephone order. Drawings provided by us in individual cases, including tolerance specifications and test plans, are binding. By accepting the order, the supplier acknowledges that he has informed himself about the type of execution and scope of the service by examining the existing plans. In the case of obvious errors, spelling errors and calculation errors in the documents, drawings and plans provided by us or which are recognizable to the supplier, we are not liable in this respect. The supplier is obliged to inform us of such errors so that our order can be corrected. This also applies to missing documents or drawings.
2. Orders must be confirmed to us within one week of the order and by means of a written order confirmation with a binding delivery time and at the prices we have specified, otherwise we are entitled to revoke the order. Delivery calls become binding if no objection is raised within one week of receipt. Framework orders only entitle the purchase of raw materials to the extent necessary. Parts may be produced a maximum of one month in advance from receipt of the order, and the raw material may be kept for a maximum of two monthly calls. If the supplier manufactures beyond the one-month period, Schuhmacher is no longer obliged to accept the goods. The supplier then manufactures at its own risk. The manufacture of parts for call orders is only permitted after receipt of the call. If the supplier changes the drawing or shape, the supplier bears the risk of non-acceptance of the goods and all defects and damage caused by this.
3. Deviations in quantity and quality compared to the text and content of our order and subsequent changes to the contract shall only be deemed to have been agreed upon if we have expressly confirmed them in writing.
4. Drawings, tools, measuring equipment, samples, models, brands and packaging or similar, as well as finished products and semi-finished products that we provide or that are manufactured on our behalf, remain or become our property and may only be delivered to third parties with our express written permission. Unless otherwise agreed in individual cases, these must be returned to us immediately upon completion of the order without special request. Products manufactured or labeled with such production equipment, tools, brands or packaging may only be delivered to third parties with our express written permission.

IV. Delivery dates

1. The delivery periods and dates specified by us are binding and are considered fixed dates. They run from the date of the order. The goods must be received at the receiving point specified by us within the delivery period or on the delivery date. Partial deliveries are only permitted by agreement with us. The supplier must make the goods available in good time, taking into account the usual time for loading and shipping. He should immediately report any difficulties that prevent him from delivering on time in the specified quality and obtain our decision on maintaining the order. He is liable for any failure to notify or late notification. In the event of a delay in delivery, we are entitled to the statutory claims. We do not need to set a deadline if our own deadline commitment requires this because our customer is expected to refuse to fulfill the contract. The supplier is not liable or liable for limitations on the supplier’s liability. In the event of withdrawal, we can keep partial deliveries against credit. If the supplier repeatedly or permanently misses the deadline, we have the right to terminate the contract. If the deadline is exceeded through no fault of our own, we have the right to terminate the contract without notice if the delay is significant and the urgency of the delivery requires this due to our own deadline commitments. If we are unable to accept the goods on time due to force majeure or other unforeseen obstacles or obstacles outside our control that affect the acceptance of the goods, the acceptance period will be extended accordingly and no delay in acceptance will arise. In other cases, claims for damages due to delayed acceptance due to our own fault are limited in any case to 50% of the value of the delivery whose acceptance was delayed.
2. If the supplier defaults, we have the right, after issuing a reminder, to demand a contractual penalty of 0.5% of the net order value per week or part thereof, up to a maximum of 5% of the net order value and/or the delivery, and/or to withdraw from the contract. The contractual penalty paid will be offset against any claim for damages.
3. We are not obliged to accept the delivery before the delivery date has expired.

V. Delivery/Packaging

1. Delivery will be made at the supplier’s expense and free of charge to the receiving point specified by us. If, in exceptional cases, we have to bear the freight, the supplier must choose the type of transport specified by us, otherwise the type of transport and delivery that is most favorable for us. The choice of a favorable type of transport must not be at the expense of transport safety. Before executing the order, we are entitled, in consultation with the supplier, to request changes to the design, delivery quantity and delivery time. The effects of the change must be regulated appropriately and amicably. If no agreement can be reached, we have the right to terminate the contract. In this case, the supplier will receive appropriate reimbursement of expenses. The supplier is not entitled to make changes to the design or execution compared to previous, similar deliveries and services without consulting us. The supplier takes out adequate transport insurance for its deliveries.
2. The risk is only transferred to us upon acceptance by our receiving point. Until dispatch, the goods must be stored for us free of charge and at the supplier’s risk.
3. Packaging is included in the price. If something else is agreed in exceptional circumstances, packaging is to be charged at cost price. If the packaging is not specified by us, the supplier must choose suitable packaging and ensure that the packaging protects the goods from damage. In the event of return, at least two thirds of the calculated value must be credited.
4. Additional costs for expedited transport of the ordered goods due to non-compliance with shipping or packaging regulations or to meet a delivery date must be borne by the supplier.

VI. Documentation

1. Invoices, delivery notes and packing slips must be enclosed in duplicate with each shipment. These documents must contain: – order number, – quantity and unit of measure, – gross, net and, if applicable, calculated weight, – your and our article description with article numbers, – remaining quantity in the case of permissible partial deliveries. The index and revision status, index date must be attached to the packaging, both in written form and as a barcode.
2. In the case of freight shipments, a shipping notification must be sent to us separately on the day of shipment.
3. For parts marked with “D” in the technical documentation or by separate agreement, the supplier must also keep special records of when, in what way, how and by whom the delivery items were tested with regard to the characteristics that require documentation and what results the quality tests carried out produced. The test documents must be kept for 15 years and presented to the customer if required. The supplier must oblige sub-suppliers to the same extent within the scope of the legal possibilities.
4. When ordering or changing hazardous substances for the first time, the supplier must enclose an EU safety data sheet with the delivery free of charge.

VII. Prices

1. The price shown in the order is the maximum price. It can be undercut, but not exceeded. VAT is included in the price, but must be shown separately.
2. The supplier will not grant us less favourable prices and conditions than other customers if and to the extent that these offer the same or equivalent conditions to the supplier in the specific case.

VIII. Quality assurance and environmental protection

1. The supplier must comply with the recognized rules of technology and the agreed (technical) data for the deliveries, in particular quality regulations as well as relevant protective laws and other safety and environmental protection regulations. The supplier is obliged to maintain a quality management system based on the international standard DIN EN ISO 9000 ff with the obligation to achieve zero defects and to continuously improve its performance. The supplier obliges its subcontractors to maintain a comparable quality management system that ensures the defect-free quality of its purchased parts and/or externally refined parts. Details are to be regulated in the individual quality agreements in writing between the parties.
2. The contracting parties will inform each other about the possibilities for improving quality.
3. The supplier guarantees that the delivery item complies with the legal requirements for restricted, toxic and dangerous substances. The supplier undertakes to ensure that the environmental, electricity and electromagnetic field conditions prevailing in the recipient country are observed.
4. By accepting the order, the supplier automatically acknowledges a quality assurance agreement, the currently valid version of which is available at www.schuhmacher-tech.de.
5. On June 1, 2007, a new EU regulation, REACH, came into force (EC 1907/2006). REACH stands for “Registration, Evaluation and Authorization of Chemicals” and fundamentally reforms existing EU chemicals law. The legislator wants to use REACH to increase knowledge about the dangers and risks that chemicals can pose in order to achieve a higher level of protection for people and the environment. In accordance with the agreed procedure, Schuhmacher, as a “downstream user”, hereby requests its suppliers to pre-register all substances in the products they supply to us or to carry out full registration in accordance with the provisions of REACH. If suppliers do not pre-register substances, we ask you to name these substances and the affected products to us immediately. In the event that no such notification is received, Schuhmacher assumes that the supplier has fully registered. All necessary substance registrations must be carried out in a timely and complete manner to ensure that Schuhmacher can continue to supply products without interruption.
6. Radioactivity: It is our most important task to protect the health of our employees and customers. For this reason, we must ensure that no radioactively contaminated materials are produced or shipped throughout the entire supply chain. This applies to all purchased goods, e.g. raw materials, coatings, packaging of any kind. By accepting the order, the supplier confirms that all measures are being taken to check the entire supply chain for the shipment of radioactively contaminated material. This does not only apply to items purchased directly from Japan. It is confirmed that the materials supplied were not radioactively contaminated and will not be in the future.
7. The supplier guarantees that the delivered products are free of cracks and that they have been tested in accordance with the state of the art.
8. All delivered parts must be free of grinding burn, edge decarburization or rehardening zones. It is the responsibility of the supplier to establish a reliable measure for detecting and correcting the defect. By accepting the order, the supplier confirms that the products are free of this defect.
9. Straightening cracks must be detected during the straightening process using suitable measures. It is the supplier’s responsibility to establish a reliable measure for detecting the defect. By accepting the order, the supplier confirms that the products are free of straightening cracks.

IX. Invoice/Payment

1. Invoices must be issued separately for each order. Payment is only made after receipt of all defect-free goods or complete defect-free service and after receipt of the invoice. This applies accordingly to permissible partial deliveries. Delays caused by incorrect or incomplete invoices do not affect discount periods. Particular attention must be paid to the tax number. If a discount is granted, payment is made in accordance with the discount agreement, but at least:
   • Until the 25th of the month following delivery less 3% discount.
   • Up to 90 days net.

The day of delivery or the later invoicing is decisive for this deadline. Delayed payment by us is excluded in the event of simple negligence. In all other respects, claims for compensation are limited to the damages typically incurred as a result.

1. 1. The supplier’s claims against us may only be assigned to third parties with our consent. Payments are only made to the supplier.

X. Guarantee / Warranty / Complaint

1. 1. The supplier undertakes to ensure that the goods, including packaging and labelling, correspond to our specifications. Our order or contract will be carried out properly and professionally in accordance with the current state of the art. The supplier guarantees the contractual properties of the delivered goods and undertakes to be liable for all defects and consequential damages resulting from the lack of the guaranteed properties.
   2. We are entitled to demand from the supplier, at our discretion, that the defect be remedied, that the delivery be replaced or that the damage be compensated. The supplier is obliged to bear all expenses required for the purpose of remedying the defect, providing a replacement delivery or remedying the damage. We can remedy the defect ourselves at the supplier’s expense if there is imminent danger or if there is otherwise a particular urgency. If no agreements have been made in quality assurance agreements, we must examine the deliveries within a reasonable period of time for obvious deviations in quality or quantity. A complaint by us is timely if it is received by the supplier within a period of 10 working days, calculated from receipt of the delivery or, in the case of hidden defects, from their discovery. In the case of transit transactions, the complaint from the customer is to be taken into account. In the event of a complaint, we reserve the right to charge the supplier for the costs incurred in connection with the complaint. The supplier bears the costs and risk of returning defective delivery items. If the supplier does not remedy the defect or provide a replacement delivery within a reasonable period of time or if this fails, we may claim rescission or reduction of the price.
   3. The warranty for the product manufactured or delivered by the supplier or for the order carried out by him ends 36 months after delivery of the shoemaker products manufactured using the delivery products. The supplier agrees with his business liability insurer that this warranty period and the resulting consequential damages are included in the business liability insurance.

XI. Manufacturer liability For defects in the goods and the resulting damage that occurs on our part or on the part of third parties and is due to negligence or is attributable to product liability regardless of negligence, the supplier shall indemnify us from the resulting liability to the extent that he himself would be liable. The supplier agrees with his insurer to co-insure this indemnity as part of his business liability insurance. The supplier shall indemnify us from liability for product damage to the extent that the cause lies within his sphere of control and organization. He is obliged to reimburse expenses for a recall campaign carried out to avoid personal injury that became necessary due to product defects caused by the supplier. The supplier undertakes to maintain business and product liability insurance with a flat-rate coverage of at least EUR 1 million for personal injury and property damage. The scope of this insurance must extend to the forms of cover of the so-called extended product liability insurance (ProdHV), including insurance against personal injury and property damage due to the lack of guaranteed properties of the delivered goods, Section 4.1 ProdHV; combination, mixing and processing of the delivered products, Section 4.2 ProdHV; further processing and processing in accordance with Section 4.3 ProdHV; dismantling and installation costs in accordance with Section 4.4 ProdHV and defective products produced by machines in accordance with Section 4.5 ProdHV. The sum insured for damages in accordance with Sections 4.1 – 4.5 ProdHV must also be at least EUR 1 million. On request, the supplier will provide the purchaser with a corresponding confirmation from the insurer (certificate of insurance).

XII. Property rights The supplier guarantees that the delivery item and its packaging comply with the provisions that apply to the operation or use of such items, regardless of whether these provisions are based on European law, legislation, official regulations or commercial practice. The supplier indemnifies us against all public and private law claims arising from violations of these provisions. The supplier is liable for ensuring that its delivery and its use by us do not infringe any patents or other property rights of third parties. The supplier indemnifies us and our customers against all claims arising from the use of such property rights. This does not apply if the supplier has manufactured the goods delivered according to drawings, models or other equivalent descriptions or instructions provided by us and does not know or cannot know in connection with the products it has manufactured that this infringes property rights. If third-party property rights are used on the basis of license agreements concluded by the supplier, the supplier must ensure that the use of the delivery products is permitted in all countries in which corresponding property rights exist. We have a free right to use the supplier’s intellectual property rights to the extent of the products supplied. The supplier’s obligation to indemnify relates to all expenses incurred by us as a result of or in connection with a claim by a third party.

XIII. Force majeure War, civil war, export restrictions or trade restrictions due to a change in political conditions, as well as strikes, lockouts, operational disruptions, operational restrictions and similar events that make it impossible or unreasonable for us to fulfil the contract are deemed to be force majeure and release us from the obligation to accept the goods on time for the duration of their occurrence. The contracting parties are obliged to adapt their obligations to the changed contractual conditions in good faith after being informed by us.

XIV. Storage / Ownership If the order includes the assumption of tool or other costs, it is agreed that tools and objects are our property. The supplier is obliged to use these items exclusively for the manufacture of the goods ordered by us. He is obliged to insure the items belonging to us at their new value against fire, water, storm, theft and vandalism damage at his own expense. At the same time, the supplier hereby assigns to us the compensation claims from this insurance, and we hereby accept the assignment. He is obliged to carry out any necessary maintenance and inspection work on our items as well as all repair and maintenance work in a timely manner at his own expense. If we provide items ourselves, we retain ownership of them. Contractually agreed processing or transformation by the supplier is carried out for us. If our reserved goods are processed, combined or mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of our item to the other items at the time of processing, combination or mixing. If processing, combining or mixing takes place in such a way that the supplier’s item is to be regarded as the main item, it is agreed that the supplier transfers co-ownership to us on a pro rata basis. This regulation also applies if we refuse acceptance due to late or defective delivery or if we refrain from placing further orders. In such cases, the items provided must be made available to us free of charge. Offsetting is excluded.

XV. Trade secrets

1. The supplier is obliged to treat our orders and all related commercial and technical details as business secrets. The supplier is obliged to keep the documents and information confidential even after the contract has been completed. Disclosure to third parties may only take place with our written consent.

XVI. Minimum Wage Act (MiLoG) and Posted Workers Act (AEntG)

1. The supplier is obliged to pay its employees the statutory minimum wage on the due date specified in Section 2 Paragraph 1 of the Minimum Wage Act. The supplier guarantees that it will fulfil all other obligations arising from the Minimum Wage Act without exception, in particular the record-keeping obligations and the written registration as an employer based abroad pursuant to Section 16 of the Minimum Wage Act, which must be submitted in German to the appropriate customs authority before the start of any work or service in the economic sectors pursuant to Section 2a of the SchwarzArbG. The same applies to compliance with the Posted Workers Act (AEntG).
2. At the request of the client, the supplier will provide proof of the fulfilment of this obligation by submitting suitable documents (in particular documents pursuant to Section 17 Para. 1 MiLoG, certificate of clearance from the responsible social security fund or holiday fund, etc.) during the entire term of the contract and up to six months after termination of the current contractual relationship within 14 days.
3. The supplier shall indemnify the client against all claims by third parties (in particular employees of the contractor, the Federal Employment Agency, the customs authorities) in connection with the violation of the obligation to pay the statutory minimum wage upon first request.
4. The supplier is obliged to oblige any subcontractor to pay the statutory minimum wage and indemnify the client to the same extent as the supplier is obliged to do under paragraphs 1 and 2. If the subcontractor uses subcontractors, the supplier must ensure that all subcontractors are also obliged to do so. The same applies to the Posted Workers Act.
5. The supplier is liable to the client for all claims by third parties arising from the breach of the obligation to pay the statutory minimum wage and the non-compliance with the AEntG by subcontractors.
6. The use of additional subcontractors is only permitted with the written consent of Schuhmacher. If there are concerns that the subcontractor is not paying its employees the minimum wage or the AEntG, Schuhmacher can refuse consent.
7. The supplier must inform the client immediately if an investigation is pending against him or a subcontractor on suspicion of violations of the MiLoG and the AEntG or if fines are imposed.
8. If the supplier violates an obligation under clauses 1-7, Schuhmacher is entitled to terminate the existing contracts with the contractor for good cause without notice. This also applies if a violation was committed by a subcontractor and/or a lender of the contractor.
9. For each case of infringement, the supplier must pay a contractual penalty of €500.00. The contractual penalty is incurred for each employee deployed for each month or part thereof in which the employee is deployed. The assertion of further claims for damages remains unaffected by this.

XVII. General provisions

1. If any provision of these terms and conditions is invalid, the remaining provisions shall remain valid.
2. The place of jurisdiction and, unless otherwise stated in the order, the place of performance is our place of business. The legal relationships between the parties arising from this contractual relationship are subject exclusively to German law. The contractual language is German. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.