General conditions of purchase

I. Code of Conduct of the Trade Association Textile and Fashion

1. As a company we adhere to the Code of Conduct of the Trade Association “Textile and Fashion” in Berlin, which we follow as a recommendation guideline for entrepreneurial activity. Information about its content is available under: Code of Conduct of the German Textile and Fashion Industry - textil+mode (textil-mode.de). The content of the Code of Conduct also reflects our expectations towards our business partners and other contractual partners in our supply chains. In this respect, we expect that our delivery partners adhere to the contents of the Code of Conduct or apply a comparable code of conduct and we encourage our business partners to apply these expectations to their contractual partners in their supply chain.
2. We fundamentally rely on long-term, cooperative business relationships. We reserve the right to check the adherence with our expectations with our delivery partners, e.g. through auditing. If serious violations are discovered, we reserve the right to apply adequate contractual measures, including, if necessary, termination of the business relationship. In any case, we expect that any violations that are identified, will be remedied with appropriate preventative or remedial measures.
3. If we are required by our customers to provide information about raw materials, semi-finished products and services used to produce the product or service or about the operating sites of upstream suppliers, we may claim this information from our suppliers and may provide it to our customers, under the condition that the information is required for a risk analysis in regards to a specific and concrete risk or to remedy a breach under the Supply Chain Due Diligence Act. At the same time, we undertake to ensure that the information is treated as a business secret and is only provided upon submission of a corresponding confidentiality agreement.

II. Acceptance of the purchasing conditions

The following purchasing conditions apply to all of our orders and apply to future orders without repeated insertion into the purchase agreement. Differing conditions from the supplier do not bind us, even if we do not expressly object to them or accept the ordered goods in whole or in part and/or make payments. Deviations from our purchasing conditions require an express, written agreement. The validity of these purchasing conditions is not affected by the possible invalidity of individual provisions. In the case of yarn deliveries, these purchasing conditions prevail over the provisions of the German Yarn Contract, provided that these are included in the contract.

III. Order and order confirmation

1. Only orders placed in writing are considered to be legally binding. We are not bound in the event of obvious errors.
2. An order only binds us if it is confirmed in writing by the supplier within 7 days of receipt by the supplier, stating a binding delivery or service date.
3. Changes or additions to our order as well as additional agreements only bind us if they are agreed by us in writing.
4. Illustrations, drawings, calculations and other documents that are handed over to the supplier in connection with the execution of a contract remain our property. The supplier will only use them to fulfill our order. The supplier does not acquire any further rights of use or exploitation. In particular, the documents may not be made accessible to third parties without our express written consent.
5. The supplier will return the documents provided to him and mentioned in Section 4 above after the order has been processed without an express request being necessary. Information contained in these documents that is designated as confidential or that is identifiable as our business or trade secrets due to other circumstances, must be kept secret indefinitely. Unless necessary in fulfillment of the contract, the supplier will neither record, pass on or use them.
6. Specification of order number
   The supplier will state or use the supplier and order number stated in the order letter in all correspondence and especially in invoices. We are not liable for delays caused by failure to provide the order number stated in the order letter. This also applies to the processing of invoices.

IV. Delivery and performance

1. Agreed delivery and service dates must be strictly adhered to, we are otherwise entitled to demand compensation for the damages caused by the delay and withdraw from the contract after setting a reasonable grace period of 7 working days.
2. We must be informed of foreseeable delivery delays immediately.

V. Place of performance, shipping

1. The place of performance for deliveries and services is the place of delivery or execution specified by us in the order. For payments, the place of performance is Emsdetten. Unless otherwise agreed in writing, delivery must be made “free delivery” (“DAP”) at the risk of the supplier.
2. The Incoterms 2020 apply unless otherwise agreed in the order.
3. The supplier must bear any costs we incur due to non-compliance with our shipping terms. The same applies to additional costs arising for expedited transport inasmuch as the supplier is responsible for the circumstances that made the expedited transport necessary. We do not recognize additional costs for transport insurance.
4. Truck deliveries are only accepted at our factories from Monday to Friday. The delivery times stated in the order must be observed, as delivery cannot be accepted otherwise. Tank trucks that are not equipped with the officially prescribed overfill protection cannot be emptied at our factory sites.

VI. Quality, acceptance and notification of defects

1. The supplier must strictly comply with the technical data provided by us, the applicable accident prevention regulations and other legal provisions, the VDE regulations and the latest recognized state of the art standard of technology.
2. The supplier must carry out a quality inspection adequate in type and scope, according to the current state of the art, to ensure the quality of its deliveries.
3. The values determined during our incoming goods inspection and quality testing are relevant and decisive for the determination of dimensions, quantities and quality.
4. We are obligated to inspect the incoming goods within a reasonable time after delivery for any deviations in quality or quantity; the notification of any deviation is considered as timely, if the time period is customary in the normal course of business and is received by the supplier.
5. We are entitled to the statutory warranty claims in full; regardless of our statutory claims, we are entitled to demand at our discretion that notified defects are repaired or replacement delivery is made. A repair is deemed to have failed after the first unsuccessful attempt. In this case, the supplier must bear all expenses necessary to remedy the defect or deliver a replacement. The right to compensation, in particular compensation for non-performance, is expressly reserved. The supplier is fully responsible for the supplies and services he procures and requires for the delivery - even if he is not at fault (full assumption of the procurement risk). In any case, the supplier is responsible for the supplies and services procured by him just as for his own supplies and services, even if he is not at fault. This applies in particular with regard to defects.

VII. RoHS compliance

1. The supplier must fully comply with the environmental requirements in accordance with German and European law, including the EU Directive 2011/65/EU “Restriction of the use of certain dangerous substances in electrical and electronic equipment” (“RoHS Directive”) and the Electrical Act.
2. Electrical and electronic devices of every device category, as well as components for them, must comply with the substance bans of the EU Directive 2011/65/EU (RoHS 2) and the laws, regulations, decisions and other provisions issued to implement them. The supplier must provide Schmitz Textiles GmbH + Co. KG with a written declaration of conformity upon request. These devices must bear the symbol according to Annex IV of the EU Directive 2002/96/EC (WEEE).
3. The supplier guarantees that all products comply with the requirements of the RoHS directive in accordance with paragraph 1 above. The supplier must reimburse Schmitz Textiles GmbH + Co. KG for all damages and expenses (including legal costs) and all third-party claims that are based on a violation of the RoHS Directive or other applicable environmental regulations for which the supplier is responsible.

VIII. REACH Regulation

1. The supplier is obliged to confirm to us that his products and packaging do not contain any substances on the candidate list in accordance with Article 59 (1) of Regulation (EC) No. 1907/2006 (“REACH”) (see website of the European Chemicals Agency (EChA) https://echa.europa.eu/candidate-list-table) contain over 0.1 % by mass. The supplier also undertakes to inform the purchasing department of Schmitz-Textiles GmbH + Co. KG without being asked if a product contains a substance from the continuously updated candidate list in accordance with Art. 59 (1) of the REACH regulation above 0.1 % by mass.

IX. Prices and payment

1. Unless expressly agreed otherwise, the agreed prices include packaging, freight and other expenses.
2. If prices are agreed based on weight, the net weight determined by us applies to the price calculation.
3. We are entitled to request a bank guarantee, if we are required to make an advance payment.
4. Claims against us may only be assigned to third party with our written consent.

X. Product Liability – Indemnification – Liability Insurance Coverage

1. If claims are raised against us by third parties according to Product Liability Laws, the supplier must release us from these claims upon our first request, provided that the supplier is responsible for the product liability damage, because the cause lies within its control and organizational area and he himself is liable towards the third party. The supplier releases us from the claims of our customer, which the customer asserts based on advertising statements from the supplier, a sub-supplier of the supplier (as a manufacturer within the meaning of Section 4 Para. 1 or 2 of the German Product Liability Law) or an assistant of these aforementioned parties, if the claims would not exist or would not exist to this extent, if the advertising had not been made. This clause applies regardless of whether the advertising statement is made before or after the conclusion of this agreement.
2. If the conditions stated in Section 1 above are met, the supplier will reimburse us for the expenses for a recall campaign in accordance with Sections 683 and 670 of the German Civil Code (BGB). The content and scope of the recall measures to be carried out will be communicated to the supplier - as far as possible and reasonable. He will be given the opportunity to render an opinion on the measures taken.
3. The supplier undertakes to maintain a product liability insurance with a coverage amount of € 2.55 million per personal injury/property damage – as a lump sum; If we are entitled to further claims for damages, these remain unaffected.

XI. Intellectual property rights, third party rights

1. The supplier guarantees that no rights of third parties within the Federal Republic of Germany are violated in connection with his delivery.
2. If claims are made against us by a third party due to a violation of third party rights, the supplier must release us from these claims upon first written request; We are not entitled to make any agreements with the third party, in particular to conclude a settlement, without the consent of the supplier.
3. The supplier's obligation to indemnify refers to all expenses that we necessarily incur as a result of or in connection with claims made by a third party.

XII. Retention of title – provision of goods and tools for the production

1. If we provide parts to the supplier, we reserve title to them. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of our item to the other processed items at the time of processing.
2. If the item provided by us is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved item to the other mixed items at the time of mixing. If the mixing occurs in such a way that the supplier's item is to be viewed as the main item, it is agreed that the supplier transfers proportional co-ownership to us; the supplier maintains the sole ownership or co-ownership on our behalf.
3. We reserve ownership of tools that we provide; the supplier may use the tools exclusively for the production of the goods ordered by us. The supplier must insure the tools belonging to us at the value for a new purchase against fire, water and theft damage at his own expense. He must carry out any necessary regular maintenance and inspection work at his own expense. He must report any incidents to us immediately; If he culpably fails to do so, we may claim damages.

XIII. Supplier declarations

1. An essential component of the contracts concluded in accordance with these purchasing conditions is the obligation to submit long-term supplier declarations for goods with preferential origin properties in accordance with the currently valid EC regulation.
2. If the long-term supplier declarations turn out to be insufficiently informative or incorrect, we are to be provided with error-free, complete and customs-certified information sheets about the origin of the goods upon request.
3. If we or our customers are subsequently charged by a customs authority due to incorrect declarations of origin, or if we or our customers suffer any other financial disadvantage as a result and the error is based on an incorrect declaration of origin by the supplier, the supplier must bear all damages resulting therefrom.

XIV. Place of jurisdiction, application of German Law

1. Should a provision in these terms and conditions or a provision within the other, supplementary agreements be or become ineffective, this will not affect the effectiveness of all other provisions or agreements. With regard to any invalid clause, the statutory provisions apply.
2. Place of jurisdiction is Emsdetten.
3. Order and delivery are subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.