I. Code of Conduct of the Trade Association Textile and Fashion
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As a company we adhere to the Code of Conduct of the Trade
Association “Textile and Fashion” in Berlianschließend n, 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.
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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.
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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
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Only orders placed in writing are considered to be legally
binding. We are not bound in the event of obvious errors.
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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.
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Changes or additions to our order as well as additional
agreements only bind us if they are agreed by us in writing.
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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.
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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.
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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
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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.
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We must be informed of foreseeable delivery delays immediately.
V. Place of performance, shipping
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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.
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The Incoterms 2020 apply unless otherwise agreed in the order.
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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.
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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
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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.
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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.
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The values determined during our incoming goods inspection and
quality testing are relevant and decisive for the determination
of dimensions, quantities and quality.
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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.
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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
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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.
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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).
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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
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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)
. )
http://echa.europa.eu/chem_data/candidate_list_en.asp
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
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Unless expressly agreed otherwise, the agreed prices include
packaging, freight and other expenses.
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If prices are agreed based on weight, the net weight determined
by us applies to the price calculation.
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We are entitled to request a bank guarantee, if we are required
to make an advance payment.
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Claims against us may only be assigned to third party with our
written consent.
X. Product Liability – Indemnification – Liability Insurance
Coverage
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If claims are raised against us by third parties in 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 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.
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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.
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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
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The supplier guarantees that no rights of third parties within
the Federal Republic of Germany are violated in connection with
his delivery.
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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.
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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
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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.
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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.
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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
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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.
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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.
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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
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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.
- Place of jurisdiction is Emsdetten.
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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.