of the company SCHULTE LAGERTECHNIK Gebr. Schulte GmbH & Co. KG, Zum Dümpel 22, 59846 Sundern
1.1 Object of the Contract
These GPC apply to all orders and agreements concerning deliveries and other services ("Object of the Contract") by entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or public law special funds ("Supplier").
1.2 Exclusivity, Applicability of Legal Provisions
(a) ) The contract is concluded exclusively based on the provisions laid out in these GPC. Deviating conditions of the Supplier are explicitly contradicted herewith, subject to our explicit written consent on a case-by-case basis, even if they are referred to in other documents (e.g. delivery notes, invoices, (acceptance) protocols) or other statements. These GPC also apply exclusively if we accept, pay for, or do not again contradict deviating Supplier conditions upon receipt of the Object of the Contract in knowledge of such deviating conditions.
(b) References to the applicability of legal provisions are solely clarifying. Therefore, even without such clarification, the legal provisions apply to the extent that they are not directly amended or explicitly excluded in these GPC.
(a) Orders and agreements concerning the Object of the Contract are only binding for us if they are in writing. This also applies to subsequent changes, especially to the quality and quantity of our order, as well as changes to the formal requirement itself.
(b) Written form includes text form (e.g. letter, email, fax). Legal formal requirements remain unaffected.
2. CONTRACT FORMATION, LEGAL BINDING
(a) Our order becomes binding at the earliest with a written submission or confirmation. The Supplier is obligated to point out obvious errors (e.g. typographical and calculation mistakes) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise, the contract is considered not concluded.
(b) In the event of inquiries for submitting an offer to the Supplier, the Supplier is bound to their offer for a duration of 4 weeks from the time of its receipt by us.
(c) The Supplier is required to confirm our order in writing within a period of 3 business days.
3. OWNERSHIP RIGHTS, RESERVATIONS
3.1 Retention of Title
(a) The transfer of ownership of the goods to us must be unconditional and without regard to payment of the price.
(b) In the event that we accept a retention of title by the Supplier in individual cases, the Supplier's retention of title shall cease at the latest upon payment of the purchase price. In the case of a retention of title, we are also entitled, within the framework of regular business operations and before payment of the purchase price, to resell and collect claims against our customers.
3.2 Rights in Processing and Provided Materials
(a) Any connection, mixing, or processing ("processing") of items provided by us or acquired at our expense by the Supplier is carried out for us. The same applies in the case of processing by us. In this regard, we are considered the manufacturer and acquire sole or co-ownership of the produced product at the latest upon processing in accordance with statutory provisions.
(b) All drawings, designs, models, documents, data, IT information, software, tools, or devices ("Materials") provided by us to the Supplier for the execution of an order remain our property and must be stored, treated, maintained, and protected by the Supplier with care, free of charge, and to the same standard as their own property, guarding against unauthorized access, damage, and destruction.
(c) All other rights to the Materials, particularly copyright, belong exclusively to us, with the exception of co-use rights necessary for the execution of the contract. The Materials may not be used, reproduced, or made accessible to third parties for purposes other than those related to the order without our written consent. Products manufactured using such Materials may only be delivered to or used for third parties with our written consent.
4. Prices, Payment Terms
(a) The price stated in an order is binding.
(b) All prices are understood to be DDP (Incoterms 2020) delivery address. Included in the prices are all services and ancillary services of the Supplier (e.g. preparation of offers, project development, assembly, installation) as well as all incidental costs (e.g. proper packaging, transport costs including any transport and liability insurance), unless the Supplier has expressly indicated such additional costs in their offer.
(a) Payments from us are made, unless otherwise agreed, within 14 days with a deduction of 3% discount on the net amount of the invoice or within 30 days without deduction.
(b) The payment period begins on the business day following the day of receipt of a complete, proper, and auditable invoice, but not before the day of the agreed delivery or, if contractually or legally provided, acceptance of the performance. Completeness and correctness of an invoice presuppose that it is submitted to us electronically in a form that complies with legal and accounting requirements, separately, and with all relevant documents and data, especially the order numbers provided by us, the date of the order, and the department placing the order, after the performance has been completed. Value added tax must be shown separately.
(c) If it is agreed to process the payment via direct debit procedure, a period of at least 5 business days must elapse between the receipt of the invoice and the collection. In the case of bank transfer, payment is deemed timely if our transfer order is received by our bank before the payment deadline; we are not responsible for delays caused by banks involved in the payment process.
(d) We are not liable for default interest. The legal interest on default remains unaffected by this.
(e) In the event of an agreed advance payment, the Supplier must provide adequate security upon our request before payment by means of an indefinite, unconditional guarantee from a major German bank, waiving the plea of pre-litigation and payable on first demand.
(f) If the Supplier's performance is not carried out properly, we – in addition to our other contractual and legal rights – are entitled to withhold payment until proper performance is carried out. If we exercise this right, it will not result in the loss of payment benefits such as discounts or other rebates.
5. DELIVERY, PACKAGING, QUALITY REQUIREMENTS
5.1 Place of Performance
Delivery takes place DDP (Incoterms 2020). Unless otherwise agreed (e.g. by specifying a delivery address), our registered office is the place of performance.
5.2 Scope of Delivery
(a) Partial deliveries by the Supplier are not permitted without our explicit written consent. In case of our consent, partial deliveries must be marked in the shipping documents, and the remaining quantity must be indicated and, unless otherwise agreed, delivered promptly. Additional costs for partial deliveries are borne by the Supplier.
(b) Quantities, dimensions, and weights determined by us during the goods receipt inspection are decisive, unless proven otherwise.
(c) A delivery note must accompany the delivery, indicating the date of issue and dispatch, information about the delivery and the delivered goods (batch number, item number, and quantity; our order identification (date, transaction number, and order number), as well as proof of delivery and the tracking number (for delivery to third-party addresses). In case the delivery note is missing or incomplete, we shall not be held responsible for resulting processing and payment delays. A corresponding shipping notification with the same content must also be sent separately from the delivery note.
(d) Additionally, certificates of material testing (particularly for steel) must be transmitted to us in electronic form. The certificate must specify the specific reference to the delivery, including the article description, delivery note number, and order number.
5.3 Delivery Time
(a) Agreed delivery dates and deadlines are binding. If delivery dates are agreed in calendar weeks, the last delivery date is considered to be the Friday of the respective delivery week. Compliance with the delivery date is based on the transfer of the goods to the designated receiving or usage location indicated by us or, if contractually or legally required, the declaration of acceptance.
(b) If the Supplier is responsible for a delay in delivery, they will be in default without the need for a reminder. The Supplier must inform us immediately of foreseeable delivery delays to ensure effective damage control. The Supplier's notification does not affect their default.
(c) In case of delay, we are entitled to charge a lump-sum compensation of 0.2% of the net value of the belatedly delivered goods per working day, but not exceeding 5% of this value. We reserve the right to prove that a higher damage has been incurred. The Supplier retains the right to prove that no damage or significantly lower damage has occurred.
(d) Regardless of the above, we are entitled to all legal claims in the event of delivery delays, even if we accept or pay for the delayed performance without reservation. In particular, the Supplier is responsible for any additional costs resulting from any necessary cover purchases due to delays. The Supplier can only rely on the absence of necessary information or documents to be provided by us if they have not received them within a reasonable period despite a written reminder.
The Supplier must comply with legal requirements, particularly those of the Packaging Ordinance, in their current version. Loaned packaging will be returned to the Supplier's address free of charge. The Supplier must also take back used, emptied packaging without charge. If this is not possible, the Supplier will bear the reasonable costs of any disposal carried out by us.
(a) The Supplier is obliged to align their deliveries to us with the agreed technical data and specifications, particularly with samples, templates, models, or drawings provided by us, as well as with current safety regulations, legal requirements, and the latest state of the art. Quality, dimensions, weights, capacity, performance, load-bearing capacities, and similar parameters are determined according to the DIN-EN standards or material data sheets applicable at the time of the contract or by individual agreement. In the absence of DIN-EN standards or material data sheets, the relevant Euro standards apply, and in their absence, commercial practice.
(b) Any changes to manufacturing processes or production materials for delivered items, as well as changes to manufacturing locations, process or testing facilities, and other quality or safety-related measures, as well as other changes in the process chain with potential contractual or product-related effects, and changes in certifications must be documented by the Supplier and communicated to us. Agreed or approved specifications must not be changed without our prior written consent.
(c) If authorities require access to our production process and/or inspection records to verify specific requirements, the Supplier agrees to provide them with reasonable support in their facility, subject to compliance with legal regulations and confidentiality obligations.
(d) The Supplier must maintain a quality management system. They must conduct in-process inspections and a final inspection before delivering the goods.
6. CONFIDENTIALITY, DATA PROTECTION
(a) All business or technical information made accessible to the Supplier by us (e.g. documents, samples, business intentions, personal data, specific know-how, or information obtained through visual inspection of facilities and/or equipment) must be treated as confidential during the duration and after termination of the contractual relationship. They may not be disclosed to third parties or used for the Supplier's business purposes beyond the execution of the parties' contract without our prior written consent, nor may they be exploited or otherwise processed in any manner. This also applies to the conclusion and content of the contract. We reserve all existing (protective) rights to the aforementioned information. In particular, the Supplier is not entitled to use products manufactured according to our designs or materials provided for their own purposes, especially for reverse engineering, or to offer, deliver, or have them offered or delivered to third parties.
(b) The Supplier shall impose these obligations on their employees and other third parties who come into contact with or might come into contact with the information and shall provide us with evidence of this upon request.
(c) This obligation of confidentiality does not apply to information that was already known to the Supplier without our disclosure, lawfully acquired from third parties, publicly known, or part of the state of the art, or information that we have released through written declaration.
(d) After termination of the contractual relationship, the Supplier must promptly and without request return all documents and information or, upon our prior written consent, destroy them and provide us with proof of this.
6.2 Data Protection
The Supplier shall comply with the applicable provisions of data protection law, including the General Data Protection Regulation (GDPR). They shall ensure that their agents also comply with these provisions.
7. FOREIGN TRADE, EXPORT CONTROL, PROOF OF ORIGIN
7.1 If there are licensing requirements or restrictions on (re-)exports or imports of the goods covered by the subject matter of the contract under German, European, U.S., and other applicable export and customs regulations, as well as the export and customs regulations of the country of origin of these goods, the Supplier shall ensure that all necessary conditions for fulfilling the contract are met. Should changes arise after delivery with regard to legal prohibitions, restrictions, and licensing requirements relating to the delivered goods, the Supplier shall promptly and without request inform us in written form.
7.2 The Supplier shall provide us with an annual long-term supplier declaration regarding the origin of the goods and preferences. Upon request, the Supplier shall send us a certificate of origin.
8.1. The Supplier commits to protecting human rights and the environment, complying with all applicable laws and regulations (particularly all applicable labor time regulations, wage and compensation laws, legal and international standards for occupational safety, freedom of association, legal and international environmental protection standards, national and international competition laws, as well as export control and customs regulations), and preventing discrimination, forced labor, and child labor in the supply of products.
8.2. The Supplier also confirms that it will not tolerate any form of corruption and bribery, and will not directly or indirectly participate in them. It will not facilitate money laundering or terrorist financing, either directly or indirectly. The Supplier will avoid and/or disclose any conflicts of interest that could affect business relationships, respect the intellectual property rights of others, process personal data confidentially and responsibly, and ensure that personal data is effectively protected and used only for lawful purposes.
8.3. The Supplier is not permitted to use materials from countries where child labor, forced labor, or other inhumane working conditions are tolerated, or to use materials that contribute to human rights violations, corruption, financing of armed groups, or similar negative impacts.
8.4. The Supplier ensures that these obligations are complied with by its suppliers, subcontractors, and contractual partners.
8.5. Upon our request, the Supplier will provide all necessary information and evidence to verify compliance with the obligations of this Clause 8.
8.6. In the event of breaches of this Clause 8, we are entitled to demand payment of a reasonable contractual penalty, the amount of which will be determined by us in our reasonable discretion and subject to judicial review. Further claims for damages remain unaffected.
8.7. If the violation of obligations under this Clause 8 is very serious, cannot otherwise be remedied by a concept in accordance with § 7 para. 2 of the Supply Chain Due Diligence Act, and we have no milder means available, we have the right to terminate the contract without notice.
9. LIABILITY, WARRANTY
The Supplier's liability for damages and the Supplier's warranty for defects are subject to the statutory provisions, unless otherwise provided below.
(a) For the commercial duty to inspect and give notice of defects, the statutory provisions apply, with the proviso that our duty to inspect is limited to defects that become apparent upon external examination of the goods and the delivery documents during goods receipt inspection (e.g., transport damage, incorrect and partial delivery) or that are recognizable in our random quality control. Our obligation to give notice for defects discovered later remains unaffected. Our notice of defects is considered prompt and timely in any case if it is sent regarding concealed defects within 5 working days from discovery or, for obvious defects, within 3 working days from receipt of the delivery.
(b) Contrary to § 442 para. 1 sentence 2 of the German Civil Code (BGB), we have unrestricted claims for defects even if we were unaware of the defect at the time of contract conclusion due to gross negligence.
(c) If the Supplier fails to fulfill its obligation to remedy defects – at our discretion, either by rectification of the defect or replacement delivery – within a reasonable period set by us or if fulfilling such an obligation is unreasonable for us (e.g., due to the urgency in individual cases to avoid imminent dangers or major damages), we may rectify the defect ourselves and demand reimbursement of the necessary expenses or an appropriate advance payment from the Supplier. If the Supplier's remedy of the defect has failed or is unreasonable for us (e.g., due to special urgency, risk to operational safety, or impending occurrence of disproportionately high damages), no deadline needs to be set. We will promptly inform the Supplier of such circumstances regarding nature and extent.
(d) Our claims for supplier recourse shall also apply if the defective goods have been further processed, e.g., by incorporation, attachment, or installation, with another product by us, our customer, or a third party in any other way.
9.2 Product Liability, Costs
(a) If the Supplier is responsible for a product-related damage, the Supplier shall indemnify us from third-party claims to the extent that the cause is within its sphere of control and organization and it is liable in the external relationship.
(b) As part of its indemnification obligation, the Supplier shall reimburse us for expenses according to §§ 683, 670 of the German Civil Code (BGB) arising out of or in connection with claims made by third parties, including recall actions carried out by us. We will inform the Supplier of the content and scope of recall measures, as far as possible and reasonable, and provide the Supplier with the opportunity to comment. Further statutory claims remain unaffected.
(c) The Supplier shall take out and maintain product liability insurance with a flat coverage amount of at least €10 million per personal/property damage.
10. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
The Supplier is responsible for ensuring that the Contract Goods do not infringe upon any third-party intellectual property rights, particularly patents, utility models, or copyrights. For the purpose of effective defense against damages, the Supplier shall promptly inform us of any known infringement risks or alleged infringement cases. In the event of an infringement of third-party intellectual property rights that falls within the Supplier's responsibility and arises from proper use by us or our customers, the Supplier shall promptly, at its own expense, obtain the necessary rights from the intellectual property owner. In such a case, the Supplier shall also indemnify us or our customers from all third-party claims arising from intellectual property rights infringements and compensate for all expenses and damages incurred in connection with the claims made by said third parties.
11 MISCELLANEOUS PROVISIONS
11.1 Assignment, Set-Off, Right of Retention
(a) The Supplier is not authorized to assign or transfer rights and claims under the Contract without our written consent. This shall not apply to monetary claims within the meaning of § 354a HGB.
(b) The Supplier shall only have a right of set-off and a right of retention to the extent that they are based on the same legal transaction and the Supplier's counterclaims are undisputed or have been legally established.
11.2 Applicable Law, Jurisdiction
(a) For all legal relationships between the parties, the law of the Federal Republic of Germany applies in addition to the terms of the Contract, especially the German Civil Code (BGB) and Commercial Code (HGB). The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.
(b) The exclusive place of jurisdiction for all disputes arising out of or in connection with the Contract is our registered office in Sundern. However, we are also entitled to file a lawsuit at the place of performance or at the Supplier's registered office. Mandatory legal provisions, particularly those regarding exclusive jurisdictions, remain unaffected.
11.3 Severability Clause
Should any provision of the Contract be or become wholly or partially invalid, unenforceable, or non-executable, such invalidity or non-executability shall not affect the validity of the remaining provisions of the Contract. The same applies if the Contract should contain a gap. In place of the invalid, unenforceable, or non-executable provision or to fill the gap, a provision shall be deemed agreed upon that, to the extent legally possible, achieves the purpose pursued by the parties with the invalid, unenforceable, or non-executable provision or – in the case of a gap – with the Contract as a whole. Section 139 of the German Civil Code (BGB) is expressly waived. Effective Date: March 21, 2023