General terms and conditions of purchase

I. German Textile Association code of conduct

We have signed up to the code of conduct which is practised by the Confederation of the German Textile and Fashion Industry in Berlin, and acts as a guideline for entrepreneurial behaviour. For more information, please visit Code of Conduct.

II. Recognition of terms of purchase

The terms of purchase stated below apply without exception to all our orders, and are valid, without referring again to them explicitly, for future orders. Suppliers’ terms, which are different to those set out below, do not apply, even if we do not explicitly contradict the terms or accept delivery, in full or in part, and/or render payment(s). Any deviations from our terms of purchase require an explicit agreement. Furthermore, if any provisions were to become invalid for any reason, this shall not affect the validity of these terms of purchase. These terms of purchase do not apply to thread supplies which are governed by the standard terms of the “Deutschen Garnkontrakt”. The Schmitz standard does not replace these terms of purchase, it is merely an addition to it.

III. Order and order confirmation

1. Only orders in writing are deemed official. Orders with obvious errors are not legally binding.

2. An order is only deemed legally binding if it contains details of performance or delivery dates and has been confirmed by the supplier in writing within seven days of receipt.

3. Amendments or additions to our order as well as any ancillary agreements made are only binding if these have been agreed in writing.

IV. Delivery and performance

1. Dates of performance and delivery must be adhered to. Otherwise we are entitled to request compensation and to rescind the contract after having set a period of grace, usually seven working days.

2. Any foreseen delays in delivery are to be notified immediately.

V. Dispatch

1. Any costs incurred as a result of not complying with our forwarding instructions are to be borne by the supplier. The same applies to any additional costs incurred as a result of expedited transport due to the supplier suffering delays. Additional transport insurance is not accepted.

2. Road haulage is only accepted at our sites from Monday to Friday during normal working hours. Please adhere to our delivery times, the details of which are noted on our order. Tankers which are not equipped with a statutory prescribed overfill safety device may not be emptied on our sites.

3. Incoterms 2020 apply where nothing to the contrary has been agreed.

VI. Quality, acceptance and notice of defects

1. As regards deliveries, the supplier is obliged to strictly observe the following prescribed by us: any technical specifications, accident prevention rules and any other statutory provisions, VDE guidelines (Association for Electrical, Electronic and Information Technologies) as well as the latest recognised engineering rules.

2. The supplier undertakes to carry out a quality assurance check in accordance with the latest technological standards which are appropriate for the type and scope of delivery in order to ensure quality standards.

3. Figures determined by our incoming goods control and quality check concerning sizes, quantities and quality shall be deemed decisive.

VII. RoHS compliance

1. The supplier undertakes to comply fully with environmental regulations prescribed under German and European law, including the EU Directive 2011/65/EU “Restriction of the use of certain hazardous substances in electrical and electronic equipment” (RoHS Directive) and the electrical appliance law.

2. Electrical and electronic devices in any equipment category as well as components thereof must conform to the banned substances contained within the EU Directive 2011/65/EU (RoHS 2) and the acts, regulations, resolutions as well as any other provisions issued. Where requested, the supplier agrees to provide Schmitz–Werke with a written statement of compliance. These devices must be clearly marked with the symbol (WEEE) in accordance with the EU Directive 2002/96/EC and shown in Appendix IV.

3. The supplier hereby guarantees that all products conform to the RoHS Directive in line with subparagraph 1. above. The supplier hereby agrees to compensate for any damage or expenses incurred by Schmitz-Werke (including prosecution costs) and for all claims made by third parties as a result of any breach of the RoHS Directive or any other environmental regulations on the part of the supplier.

VIII. REACH Regulation

1. The supplier undertakes to confirm to us that their products and packaging do not contain any substances listed in Article 59 (1) of the Regulation (EC) No. 1907/2006 (“REACH”) (see European Chemicals Agency website (EChA) which are more than 0.1% by mass.

IX. Prices and payment terms

1. The agreed prices include, in case of doubt, packaging, freight and any other out-of-pocket expenses.

2. If prices have been agreed according to weight, the price is calculated according to the net weight ascertained (by us).

3. For any deposits made in advance, we are entitled to request a bank guarantee.

4. Any claims made against us may only be assigned upon written agreement.

X. Guarantee and liability

1. The supplier’s guarantee and liability are in line with statutory terms insofar as nothing else has been agreed below.

2. We are entitled, at our own discretion, to request that goods are improved retrospectively or to request the delivery of faultless goods.

3. If claims are made against us based on foreign law in terms of our liability as manufacturer or general liability for faulty goods, the supplier agrees to compensate us for any damages incurred insofar as it was their delivery or behaviour which caused the problem in the first case. With regard to these claims, the statute of limitations is suspended insofar as a claim may be made against us.

4. The supplier shall also bear the liability if foreign property rights are violated as a result of their supplies

5. The supplier has a valid product liability insurance and/or business liability insurance.

XI. Supplier’s declarations

1. A key element of the contracts signed by both parties concerning these terms of purchase is the duty to issue long-term supplier’s declarations for goods with preferential rules of origin in accordance with the currently valid EC version.

2. Where these long-term supplier’s declarations are not sufficiently reliable or contain errors, it is the duty to provide us, where requested to do so, correct, complete fact sheets approved by the customs authorities regarding the origins of the goods in question.

3. Should we, or one of our customers, incur additional charges from customs authorities as a result of faulty declarations of origin, or should we or one of our customers encounter any other property loss, and the mistake is due to erroneous information provided by the supplier as to the origin, the supplier will be held fully liable in this respect.

XII. Place of performance, jurisdiction, application of the laws of Germany

1. The place of performance for all deliveries and services is the site of delivery or execution as prescribed by us. Emsdetten is the place where payments are to be made under terms of law.

2. Place of jurisdiction is Emsdetten.

3. All orders and deliveries shall conform exclusively to the laws of the Federal Republic of Germany.