general conditions of purchase s-vc version 2015

7/26/2019 General Conditions of Purchase S-VC Version 2015

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General Conditions of Purchase

1. Scope

1.1 These Conditions of Purchase exclusively apply to all ordersplaced and contracts concluded by us - hereinafter order -,governing the purchase of goods, services and work per-

formance - hereinafter delivery -. Any conditions set by oursuppliers that are deviating from or are supplementary tothese Conditions of Purchase will not be accepted and shallnot be binding for us. These Conditions of Purchase shallalso be exclusively valid if we do not object to the incorpora-tion of our suppliers conditions in aparticular case or if, inrecognition of contrary or supplementary terms and condi-tions by the supplier we accept his delivery without reserva-tion.

1.2 These Conditions of Purchase also apply to all future busi-ness relations with the supplier, even if not explicitly andseparately stipulated.

1.3 If any one clause of these Conditions of Purchase is orbecomes invalid or unenforceable the validity of the remain-ing stipulations shall not be affected. In such case the invalidor unenforceable provisions shall be replaced by lawful pro-

visions coming as close as possible to the purpose pursuedby the invalid or unenforceable provisions.

2. Completion of contract

2.1 Any agreement with the supplier and all orders shall beconsidered binding for us only if they are set down in writing.

Any modification, addition or subsidiary agreement before,at or after contract formation also requires our written con-sent. The writing requirement may only be waived in writtenform. Fax, email or remote data transmissions shall be tan-tamount to written form.

2.2 If the supplier does not accept our order within two weeks ofreceipt in writing we shall be entitled to revoke the order.Delivery calls shall be binding unless the supplier objectswithin three (3) working days of receipt. Any deviation, frommodification of or supplement to our orders shall only be ef-fective if explicitly and separately indicated as deviation,

modification or supplement and expressly approved by us.

3. Prices and payment

3.1 Prices specified in the order are fixed prices. Prices includeDDP (Incoterms 2010) as well as any packaging, adequatetransport insurance to be taken out by supplier, and othercosts of delivery, unless stipulated otherwise in writing. VATmust be separately identified, otherwise it will be consideredincluded in the price.

3.2 In cases where the supplier is responsible for erection, orassembly or commissioning no other provisions have beenagreed upon in writing, the supplier shall bear all incidentalcosts, such as travel expenses and provision of tools.

3.3 Invoices will be processed only if we receive them by sepa-rate mail. Each order must be invoiced separately. Collec-

tive invoices may also be issued with our prior written con-sent. Invoices must include the order number specified inour order, order date, supplier number and our item number,all highlighted for easy readability.

3.4 Invoices must be made out in EURO or CHF, payments willbe made in EURO or CHF only. Please indicate the correctIBAN and the appropriate BIC codes, as well as your VATidentification number, together with each of your bank ac-count details.

3.5 Payments will be made, by our choice, by bank transfer orcheque or bill of exchange after taking delivery and receiptof invoice as well as receipt of all documents pertaining tothe delivery. Accounts may also be settled by us in line withthe credit note procedure (self billing procedure) accordingto the applicable tax laws, if agreed upon in advance. Un-less otherwise agreed upon, we shall pay within 14 days af-ter invoice receipt with a discount of 3%, within 30 days after

invoice receipt of 2% or within 90 days without discount.

3.6 The supplier shall not be entitled to assign or otherwisedispose of his claims wholly or partly against us without ourprior written consent.

3.7 We shall be entitled to exercise statutory setoff and retentionrights.

4. Delivery and delivery time

4.1 Delivery dates specified in the order or otherwise agreedupon are binding and must be strictly met. The supplier shallpromptly notify us in writing if there will be likely delays inmeeting delivery dates and deadlines, explaining the rea-sons for the delay and specifying how long they are ex-pected to prevail.

4.2 Deliveries by installments and premature deliveries shall beallowed only with our express consent. Payment claims,however, shall be due no earlier than on the delivery dateoriginally agreed upon.

4.3 To every delivery a delivery note has to be attached. Deliv-ery notes must include the order number specified in our or-der, order date, supplier number and our item number, allhighlighted for easy readability.

4.4 On-site deliveries are only possible at previously arranged

times. When entering a Freudenberg site all occupants ofvehicles must be registered. Taking along children or ani-mals to a Freudenberg site is generally prohibited. Wearingsafety boots is mandatory at loading and unloading facilities.

Any instructions by the safety staff must be complied with.

4.5 In case of delivery delays we shall be entitled to impose acontractual penalty of 1% for each commenced week of de-lay, but no more than a total of 10% of the order value; whilethe supplier shall have the right to furnish evidence that noor only slight damage was caused. The right to assert addi-tional damages shall be reserved. We shall be obligated todeclare a reservation of contractual penalty no later thanupon payment of the invoice following the delayed delivery.

4.6 Acts of God that render a delivery by our supplier or theacceptance or use of delivery in our business or at our cus-tomers impossible or substantially more difficult shall post-pone our acceptance duty, as is appropriate with respect to

our actual demand. In cases of Acts of God concerning usor our supplier we shall also have the choice to wholly orpartly cancel the contract.

5. Place of performance, passage of risk, acquisition ofownership

5.1 The place to which, according to the order, the goods haveto be delivered or where the service is to be performed shallbe the place of performance. Place of performance for ourpayments is our registered office.

5.2 On suppliers account and at suppliers risk thedelivery shallbe properly packed and made, free place of delivery, to theaddress named by us or performed there. The risk of acci-dental perishing or deterioration of delivery will pass on to usonly with receipt of delivery by us or by a forwarding agentappointed by us at the place of performance or after final

acceptance of the delivery, whichever comes later, even ifwe have agreed to pay the freight charges.

5.3 With the passage of risk at the place of performance or withdelivery to a forwarding agent appointed by us we shall ac-quire ownership of the goods without reservation of anyrights for the supplier.

5.4. The risks involved in the delivery of machinery and plantsare passed only after the latters final acceptance at theplace of performance.

6. Liability for defects and other liability

6.1 We will inspect the delivered goods on the basis of accom-panying documents only for identity and quantity as well asfor visible transport damage. We will notify the supplierabout defects of the delivery, once discovered in the ordi-nary course of our business within an appropriate time of at

least 5 working days after the defect has been detected. Ifwe comply with the aforesaid, the supplier hereby waives hisright to object to claims in relation to defects on grounds thatthey have been raised too late.


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6.2 Unless stipulated otherwise in this paragraph, the suppliershall be liable according to the applicable legal provisions, inparticular for defects of the delivery, whereas this liability isin no way limited or disclaimed with respect to cause oramount, and insofar shall indemnify and hold us harmlessfrom and against any third partys claims.

6.3 We shall in principle be entitled to choose the type of sub-sequent performance. The supplier may refuse the type of

subsequent performance chosen by us if the costs incurredare unreasonably high.

6.4 If the supplier fails to remedy the defect promptly upon ourrequest we shall - in urgent cases, in particular to avert dan-ger or major damage - have the right to rectify the defectsourselves at suppliers cost or have this done by a third par-ty without having to grant a period of grace before.

6.5 Claims for defects shall lapse 24 months after selling thefinal product to the consumer, but no later than 30 monthsafter the delivery was received by us, or in case of work per-formance 30 months after the written final acceptance un-less otherwise agreed upon or governed by legal provisionsthat call for extended periods. This shall not apply to deliver-ies that consistent with their common application are used inbuildings and have caused the latters defectiveness, in thatcase claims will lapse after 5 years. Our further rights underthe applicable laws shall remain unaffected by this provision.

6.6 In addition, the supplier shall indemnify us from any third-party claims related to deficiencies in title. For deficiencies intitle, including indemnification claims pursuant to sentence1, a limitation period of 10 years shall apply.

6.7 If a defective delivery necessitates extra work in the incom-ing inspection process, the supplier shall bear the costs ofsuch additional inspection.

7. Product liability

7.1 Supplier assumes full responsibility for, indemnifies andholds us harmless from and against any liabilities and thirdparty claims arising out of the death of or injury to any per-son or damage to property, if and to the extent the causesfor this lie in the suppliers domain. Within the scope of thisprovision the supplier is also obligated to reimburse to us all

expenses according to the statutory provisions on the ad-ministration of others affairsthat are incurred by or in con-nection with a recall action or any other measure initiated byus.

7.2 The supplier shall undertake to carry extended productliability and recall cost insurance, each with a blanket cover-age of at least EUR 2,500,000.00 (two million five hundredthousand Euros) per personal and property damage claim;however, our claims shall not be limited to the amount in-sured.

8. Industrial property rights and regulations

8.1 The supplier guarantees that neither his delivery nor its useinfringe upon industrial property rights or other rights of thirdparties nor violate legal or official regulations of whateverkind. The supplier shall undertake to provide, at our request,all relevant IMD system data at no charge.

8.2 The supplier shall indemnify us from all and any claimslodged against us by third parties for reasons of or in con-nection with the delivery or its use. Point 6.2, Sentence 2 willbe applied.

8.3 The suppliers obligation of indemnificationshall also coverall expenses arising from or in connection with claims by athird party.

8.4. For supply of machinery and plants, the supplier shall alsoprovide free of charge a risk analysis as per EN 1050 in linewith EU Machinery Guideline 98/37/EC, if the machineryand plants to be supplied are governed by the above-mentioned EU Machinery Guideline.

8.5. The supplier undertakes to provide a so-called documentaryevidence of origin for the contractual products, i.e. the sup-

plier must give us the necessary details regarding the originof the contractual products according to commercial law andthe law governing preferential treatment in due time, as wellas indicate any change of origin immediately and without be-ing asked to do so. The supplier may be requested, if nec-

essary, to give evidence of the origin indicated for the con-tractual products by means of a note of informationacknowledged by his customs office. If the supplier fails tofulfill this obligation, he shall be held responsible for any re-sulting damage.

9. Reservation of ownership, tools

9.1 We shall reserve the ownership of goods provided by us

(e.g. parts, components, semifinished products).

9.2 Reservation of ownership shall also apply to productsresulting from the processing, mixing or combining of ourgoods at their full value, whereas these processes are per-formed on our behalf so that we are considered as manufac-turer. If third-party ownership rights exist after processing,mixing or combining with goods from those parties, we shallacquire joint ownership in the resulting products at a ratio ofthe objective value of the goods.

9.3 Tools made available to the supplier as well as tools manu-factured by the supplier himself or ordered at a third party onour behalf, to the costs of which we have contributed, shallremain our property or shall pass into our ownership uponmanufacturing or acquisition by the supplier and must beclearly indicated as our property and stored separately in avisible manner.

9.4 The supplier shall hold our tools in custody on our behalf atno charge in closed premises, insure them adequately andfurnish evidence of insurance cover at our request. Thesupplier shall use the tools exclusively for the purpose ofmanufacturing parts for us, unless otherwise agreed upon.We hereby grant our prior approval to manufacture partsbased on orders placed by other companies of the Freuden-berg Group.

9.5 The supplier shall ensure proper maintenance and repair ofthe tools provided at his own cost. At the end of contract thesupplier shall surrender the tools without delay at our re-quest while no right of retention may be exercised by him.Upon surrender the tools must be in apparent good orderand condition corresponding to their earlier use. Costs of re-pair shall be borne by the supplier. In no case must the sup-plier scrap the tools without our prior written approval.

10. Quality, Environmental and Energy Management

10.1 Part of any order placed by us or agreement between usand the supplier is our Supplier Qualityand EnvironmentalGuideline. The current versioncan be consulted on the in-ternet under www.schwab-vc.com.

11. Confidentiality, documents

11.1 Any information, formulas, drawings, models, tools, tech-nical records, procedural methods, software as well othertechnical and commercial Know How, made available by usor acquired by the supplier through us, and also any workresults thus obtained (hereinafter confidential information)shall be maintained in secrecy by the supplier towards thirdparties, may be used in the suppliers business exclusivelyfor deliveries to us and be made available only to such per-sons as need to have access to confidential information inconnection with the business relation and have thereforebeen obligated to maintain secrecy. This provision also ex-tends beyond the duration of contractual relations as longand insofar as the supplier fails to prove that the confidentialinformation was known to him already or was in the publicdomain at the time it was acquired or was made public laterwithout his fault.

11.2. Any documents (e.g. drawings, figures, test specifications),samples, models etc. made available by us to the supplierduring the business relationship will remain in our ownershipand must be surrendered to us on our request at any time,no later than at the end of the business relationship (includ-ing any copies, extracts and replicas), or by our choice mustbe destroyed at suppliers cost. The supplier has no right ofretention thereto.

11.3 The disclosure of confidential information and any possiblecommunication of documents, samples or models shall es-

tablish no right for the supplier to industrial property rights,Know How or copyrights and constitutes no prior publicationand no right of prior use according to the Patent and UtilityModel Law.


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12. Compliance

12.1 Supplier guarantees not to deal with or otherwise cooperatedirectly or indirectly with any terrorist or any criminal individ-uals, entities or organizations. Supplier will in particular es-tablish reasonable organizational measures to implementthe EC-regulations No. 2580/2001 and 881/2002 as well asother respective requirements under US or internationallaws and regulations. Such measures shall includewithout

limitationadequate software solutions. As soon as a goodhas left our facilities, supplier alone shall be responsible forthe aforesaid compliance and will indemnify us for any andall claims or related costs, including reasonable attorney orconsultant fees or administrative penalties or damages re-sulting from the violation of the respective laws and regula-tions by the supplier, its affiliates, employees, officers or anyof its agents.

12.2 Supplier acknowledges that we are as a manufacturer ofproducts a downstream user in means of the EC-regulationNo. 1907/2006 (REACH) and warrants to comply with anyand all obligations REACH imposes on supplier, or whicharewith regard to REACHnecessary to sell, process ortrade the goods within the EU, including without limitation:(a) necessary pre-registration, registration or authorizationof chemical substances or preparations, (b) implementationof internal organizational measures to document REACHcompliance, (c) ensure that any use(s) of chemicals orpreparations in the goods (as well as in any packaging ma-terials) specified by us or any of our customers towards thesupplier is covered by the respective pre-registration, regis-tration or authorisation, (d) information without delay wheth-er a substance or preparation which has been pre-registeredwill not be finally registered or authorized within the respec-tive transition period and (e) no sale of any good containingprohibited Substances of Very High Concern (SVHC) ((a) to(e) together Warranties).Supplier acknowledges that any breach of a Warranty is interms of the applicable laws assumed to result in a defectof the respective substance, preparation or other good andsupplier will hold us harmless against, and will defend andindemnify us against and will support at suppliers expenseany respective proceedings regarding any and all claims, li-abilities, expenses and damages caused by the Supplier asa result of breaching the aforesaid Warranties.

13. Applicable law, place of jurisdiction

13.1 The business relations with our suppliers shall be exclusive-ly governed by the laws of Germany to the exclusion of itsprivate international law as far as it refers to the applicabilityof another legal system. The UN Convention on the Interna-tional Sale of Goods (C.I.S.G.) and other international con-ventions on uniform law on the sale of goods shall not beapplicable.

13.2 For all claims from business relations with our suppliers, inparticular the delivery, the contract or its validity, the place of

jurisdiction shall be, by our choice, the place of performance(Point 5.1) or the registered office of the purchasing compa-ny. We shall, however, by our choice, be entitled to proceedagainst the supplier in any other general or special legalvenue.

13.3 If a suppliers place ofbusiness is located out of Germany,we shall be entitled to have any dispute, controversy orclaim arising out of, or in connection with business relationswith supplier finally settled by arbitration in accordance withthe Swiss Rules of International Arbitration of the SwissChambersArbitration Institution in force on the date whenthe Notice of Arbitration is submitted in accordance withthese Rules. The place of arbitration shall be Zurich, Swit-zerland. The arbitration proceedings shall be conducted inthe English language. The award rendered by the arbitratorsshall be final and binding upon the parties concerned.

Status: 02.11.2015 (rev. 1)

general conditions of purchase s-vc version 2015

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