General Terms and Conditions of Purchase of SCHMIDT-KUPPLUNG GmbH (GTCP)
1. Scope of Application
1. These AEB apply to all business relationships with our suppliers, provided that they are undertakings within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law.
2. These GTCP apply in particular to contracts for the purchase and/or supply of movable goods (“Goods”), irrespective of whether the supplier manufactures the Goods itself or purchases them from subcontractors (Sections 433 and 650 of the German Civil Code (BGB)). Notwithstanding their designation as ‘General Conditions of Purchase’, these GTCP also apply to the manufacture of works by the supplier.
3. The GTCP shall apply exclusively as a matter of principle. Any conflicting terms and conditions of the Supplier shall only apply if we have expressly agreed to their validity in writing. This requirement for consent shall apply in all cases, for example even where the Supplier refers to its general terms and conditions in its order confirmation and we do not expressly object to this.
4. Individual contractual agreements and details specified in our orders shall always take precedence over these GTCP. In cases of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris, in the version valid at the time the contract is concluded.
5. Unless otherwise agreed, the GTCP shall apply in the version valid at the time the contract is concluded. If we have notified the supplier of the GTCP or any amendments thereto in writing, the most recently notified version shall apply in the event of any doubt. These GTCP shall also serve as a framework agreement for all future business relationships with the supplier, even if they are not agreed separately again.
6. References to statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in these GTCP.
2. Orders and Conclusion of Contracts
1. Unless our quotations specify a different period of validity, we shall be bound by them for five working days from the date of the quotation. Timely acceptance shall be determined by the date on which we receive the supplier’s declaration of acceptance in writing. Any late or deviating acceptance shall be deemed a new offer by the supplier and shall require our acceptance. If we place orders in response to an offer from the supplier, the supplier is obliged to confirm our order in writing within five working days of receiving the order.
2. Any deviations by the supplier from our quotations or orders, in particular with regard to quantity, quality, specification, delivery time or price, must be expressly highlighted and visually emphasised in the declaration of acceptance or order confirmation and require our express consent in writing.
3. Contractual documents and technical requirements, deviations
1. The basis for the supply shall be the documents provided by us to the supplier, e.g.:
• drawings, illustrations and descriptions,
• technical specifications,
• CAD data,
• quality agreements.
(collectively: ‘Description of Goods’).
2. The Supplier undertakes to manufacture the goods in accordance with the Description of Goods, the approved initial sample as per Clause 5 and the recognised rules of the art. Where a specific technical standard has been agreed, this shall prevail.
3. The Supplier shall review the Product Specification with the diligence expected of a competent supplier to identify any ambiguities, contradictions and manufacturing risks, and shall notify us of any concerns in writing without delay. In the event of any inconsistencies, the Supplier may only commence manufacture of the goods in question once these inconsistencies have been mutually clarified. Should the clarification and resolution of the inconsistencies have an impact on the delivery time and costs, the parties shall agree by mutual consent on an adjusted delivery time and costs.
4. Any deviations from the specifications set out in clause 3.2, e.g. with regard to materials, manufacturing processes, dimensions, dimensions shown in drawings, tolerances, surfaces, heat treatments, coatings or other technical properties, require our written consent. Our consent to deviations shall apply only to the goods in the relevant delivery. Such consent does not constitute a fundamental amendment to drawings or specifications and shall not apply to future deliveries. Should the Supplier deviate from the specifications set out in clause 3.2 without our consent, we shall be entitled to our statutory and contractual rights and claims.
5. In the case of goods containing digital elements or other digital content, the Supplier shall be obliged to provide and update the digital content to the extent specified in the product descriptions. Any statutory obligations to provide updates remain unaffected.
4. Protection of information, confidentiality
1. We reserve all rights of ownership and copyright in the product descriptions, calculations, data, samples and other documents and information (collectively, ‘Information’) provided by us.
2. The Supplier may use this Information solely for the purpose of fulfilling the contractual obligations owed to us. Reproduction or use of the Information for the Supplier’s own purposes, in particular the manufacture of products for third parties, is not permitted without our prior consent in writing.
3. Upon completion or termination of the contract, the Supplier must, upon request and at our discretion, either return all tangible copies of the Information to us in full or delete them, and confirm compliance in writing. Any copies made by the Supplier must also be destroyed. Where statutory retention obligations apply, copies must be destroyed upon expiry of the retention periods.
4. The Supplier is obliged to keep all information confidential during the term of the contract and even after the termination of the relevant contract, and not to disclose it to third parties; the duty of confidentiality ceases to apply once the information or the associated knowledge has become generally known. The duty of confidentiality shall not apply in relation to courts and public authorities where there is a legal obligation to disclose information. Furthermore, the duty of confidentiality shall not apply to information that is publicly available, to information developed by the Supplier itself, or to information that the Supplier has lawfully received from third parties.
5. Any further statutory obligations of confidentiality, e.g. under the Trade Secrets Act, remain unaffected.
6. The Supplier shall oblige any subcontractors to comply with this clause 4.
5. Initial samples and test documentation
1. As agreed, the Supplier shall provide us with an initial sample that complies with the specifications set out in clause 3.2. Unless separate costs for the initial sample have been expressly agreed, the cost of the initial sample is included in the prices for the goods and shall not be payable separately.
2. Agreed test reports, measurement records, material certificates and other quality documentation must be delivered to us free of charge together with the first sample; if no first sample has been agreed, they must be delivered with the goods.
3. If the delivery of a first sample has been agreed, series production may only commence once we have approved the first sample in writing. We shall decide on the approval of the first sample within two weeks of its delivery and the submission of the complete documentation in accordance with clause 5.2. Our approval does not constitute acceptance of the goods within the meaning of Section 640 of the German Civil Code (BGB), does not constitute a waiver of warranty claims and does not release the supplier from the obligation to carry out series production in accordance with the contract.
6. Delivery time and delay
1. Agreed delivery times (delivery dates or deadlines) are binding. If no delivery time has been agreed in the order, it shall be six weeks from the conclusion of the contract, but at least two weeks after approval of the initial sample (where an initial sample has been agreed). The decisive factor is the receipt of the contractual delivery at the agreed place of delivery. Early deliveries require our consent in writing.
2. If the supplier realises that a delivery date cannot be met, they must inform us immediately, stating the reasons and the expected duration of the delay.
3. In the event of a delay in delivery, our rights – in particular to rescind the contract and claim damages – shall be determined in accordance with the statutory provisions. The provisions in paragraph 4 remain unaffected.
4. If the supplier is in default, we may claim lump-sum compensation for the loss incurred as a result of the delay amounting to 1 per cent of the net price of the goods delivered late for each full calendar week, but not exceeding a total of 5 per cent of the net price of the goods delivered late. We reserve the right to prove that greater damage has been incurred. The supplier reserves the right to prove that no damage has been incurred at all or that the damage was significantly less. Statutory claims remain unaffected.
7. Delivery, Transfer of Risk, Retention of Title
1. Delivery shall be made at the Supplier’s expense to the agreed place of delivery, unless otherwise agreed. If no place of delivery has been agreed, delivery shall be made to our registered office in Wolfenbüttel. The place of delivery shall also be the place of performance for the delivery and any subsequent performance (obligation to deliver).
2. Delivery must be made in accordance with the agreed dispatch instructions. Each delivery must be accompanied by a delivery note stating the order number, item number and quantity delivered.
3. Packaging must be such as to prevent damage and any impairment of quality.
4. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of performance, even if a sale by delivery has been agreed in individual cases. Where acceptance has been agreed or is required by law, this shall determine the transfer of risk; the provisions of the law governing contracts for work and services shall apply to such acceptance. Handover or acceptance shall be deemed to have taken place even if we are in default of acceptance.
5. The transfer of ownership of the goods to us shall, as a general rule, take place unconditionally and irrespective of payment of the price. Should we, in individual cases, accept an offer from the supplier for the transfer of ownership that is conditional upon payment, the supplier’s retention of title shall lapse at the latest upon payment for the goods. In the ordinary course of business, we remain authorised to sell the goods prior to payment, with the resulting claim being assigned in advance (alternatively, a simple retention of title extended to cover resale shall apply). All other forms of retention of title are excluded, in particular extended retention of title, transferred retention of title and retention of title extended to cover further processing.
8. Delivery quantities, partial deliveries
1. Agreed delivery quantities are binding. Excess quantities, residual quantities, production allowances, rejects or production surpluses may only be delivered with our prior written consent, even if they are technically necessary. We may reject unauthorised excess quantities, residual quantities, production allowances, rejects or production surpluses, or, after giving the supplier prior notice, return them at the supplier’s expense.
2. The supplier must safeguard any excess quantities, residual quantities, production surpluses, rejects or production overrun manufactured in accordance with our specific specifications as set out in clause 3 against unauthorised use and dispose of them properly once the purpose of the order has ceased to apply, unless otherwise agreed (e.g. in the case of follow-up orders) or required by law.
3. The Supplier must notify us of any apparent discrepancies from the ordered delivery quantity immediately upon discovery.
4. Partial deliveries require our prior consent in writing.
9. Prices and Terms of Payment, Set-off and Retention
1. The agreed prices are binding fixed prices. Any changes to prices require the agreement of both parties. All prices include statutory value added tax, unless this is shown separately.
2. Unless otherwise agreed, the fixed price includes packaging, transport/dispatch, customs duties, insurance and other ancillary costs. At our request, the supplier must take back the packaging at its own expense.
3. Invoices must include the order number and all information required by law.
4. Payments shall be made in accordance with the agreed terms of payment. Unless otherwise agreed, we shall pay within 30 calendar days of receipt of the complete goods in accordance with the contract. If a valid invoice is received by us only after receipt of the goods, the payment period shall commence upon receipt of the invoice. If acceptance of the goods has been agreed or is required by law, we shall carry out such acceptance no later than 15 calendar days after receipt of the goods. Acceptance does not postpone the start of the payment period set out above. Statutory rights in the event of non-conforming performance remain unaffected. If our payment is made within 14 calendar days of the start of the payment period set out above, the supplier shall grant us a 2 per cent discount on the net invoice amount.
5. We shall not be liable for interest on arrears. In the event of late payment, we shall be liable for interest on arrears at a rate of five percentage points above the base rate in accordance with Section 247 of the German Civil Code (BGB).
6. We shall be entitled to rights of set-off and retention, as well as the defence of non-performance of the contract, to the extent permitted by law.
7. The supplier shall only have a right of set-off or retention in respect of counter-claims that have been legally established or are undisputed.
10. Subcontractors, Quality Assurance
1. The Supplier is not authorised to have the services it is obliged to provide carried out by third parties (e.g. subcontractors) without our prior written consent.
2. The supplier undertakes to implement all statutory and other appropriate quality assurance measures and to comply with agreed testing requirements. The supplier shall ensure that the goods are traceable in a manner appropriate to their nature and the risks associated with them, and shall document the implementation of the agreed quality assurance measures. This documentation must be provided to us free of charge upon request.
3. The Supplier shall inform us immediately of any safety risks, defects or quality deviations in the goods of which it is aware and shall cooperate – irrespective of any rights arising from defects – in investigating the matter and implementing the necessary remedial measures.
4. We are entitled, following reasonable prior notice and consultation, to carry out order-related quality inspections at the Supplier’s premises during normal business hours, or to have such inspections carried out by third parties who are bound by confidentiality and do not compete with the Supplier. We shall take into account the Supplier’s operational processes and legitimate confidentiality interests. Our quality inspections neither replace the Supplier’s own quality assurance procedures nor constitute a waiver of any rights arising from defects.
11. Warranty and Liability
1. Our rights in the event of material defects or defects of title in the goods (including incorrect or short deliveries) and in the event of other breaches of duty by the supplier shall be governed by the statutory provisions, subject to the following provisions.
2. The agreed quality shall be deemed to be the requirements for the goods as set out in clause 3.2 and any other agreed product descriptions, irrespective of whether these originate from us or from the supplier. The supplier guarantees that the quality of the goods supplied shall remain consistent.
3. Claims for defects and non-contractual claims for damages arising from defects shall become time-barred 36 months after the transfer of risk or acceptance, unless longer limitation periods or a later commencement of the limitation period apply under statutory provisions or case law.
4. In the case of defects of title, paragraph 3 shall apply, subject to the proviso that, subject to the maximum limit pursuant to Section 202(2) of the German Civil Code (BGB), claims shall not become time-barred as long as third parties can still assert claims against us on account of such defects of title.
5. Rectification shall also include the removal of the defective goods and their re-installation, provided that the goods were, in accordance with their nature and intended use, installed in or attached to another item before the defect became apparent; our statutory right to reimbursement of the corresponding expenses (removal and re-installation costs) remains unaffected. The costs necessary for the purposes of inspection and rectification, in particular transport, travel, labour and material costs, as well as, where applicable, removal and re-installation costs, shall be borne by the supplier even if it transpires that no defect actually existed. Our liability for damages in the event of an unjustified request for rectification of defects remains unaffected; in this respect, however, we shall only be liable if we knew, or through gross negligence failed to recognise, that no defect existed.
6. In the event of a replacement delivery or rectification of defects, the warranty period for replaced and rectified parts shall recommence, unless, based on the supplier’s conduct, we had reason to assume that the supplier did not consider itself obliged to take such action, but carried out the replacement delivery or rectification of defects solely as a gesture of goodwill or for similar reasons.
7. We are entitled to our statutory claims for reimbursement of expenses and recourse within a supply chain (supplier recourse pursuant to Sections 445a et seq. of the German Civil Code (BGB)) in addition to our claims for defects. In particular, we are entitled to require the supplier to provide the form of subsequent performance (repair or replacement) that we are obliged to provide to our customer in the specific case. This does not restrict our statutory right of choice (Section 439(1) of the German Civil Code (BGB)). Our claims arising from supplier recourse shall apply even if the defective goods have been combined with another product or otherwise further processed by us, our customer or a third party, e.g. through fitting, attachment or installation.
8. Liability under the Product Liability Act remains unaffected.
12. Product liability
1. Where the Supplier is liable for product damage, it shall be obliged to indemnify us against claims for damages by third parties to the extent that the cause lies within its sphere of control and organisation and it is itself liable vis-à-vis third parties.
2. Within this framework, the Supplier is also obliged to reimburse any expenses arising from or in connection with claims by third parties, including product recalls carried out by us, provided that the claim does not arise under Sections 830 and 840 of the German Civil Code (BGB) in conjunction with Sections 426 and 254 BGB. We shall inform the Supplier – as far as possible and reasonable – of the content and scope of the recall measures to be carried out and give them the opportunity to comment.
3. The Supplier shall, at their own expense, take out and maintain product liability insurance with a lump-sum sum insured of at least EUR 10 million per claim for personal injury or property damage. The supplier shall, upon request, provide us with a copy of the liability insurance policy at any time. The insurance does not limit our warranty and liability claims against the supplier.
13. Notification of defects
1. The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial duty to inspect and give notice of defects, subject to the following condition: Our obligation to inspect is limited to defects that become apparent during our incoming goods inspection upon external examination, including the delivery documents (e.g. transport damage, incorrect or short deliveries), or that are detectable during our quality control by means of random sampling. Where acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an inspection is practicable in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered at a later date remains unaffected.
2. Notwithstanding our obligation to inspect, our notice of defect shall in any event be deemed to have been given without delay and in good time if it is dispatched within ten calendar days of discovery or, in the case of obvious defects, from the date of delivery.
3. Upon receipt by the supplier of our written notice of defects, the limitation period for warranty claims shall be suspended until the supplier rejects our claims, declares the defect to have been rectified, or otherwise refuses to continue negotiations regarding our claims.
4. The commercial duty to inspect and give notice of defects does not apply to contracts for work and services.
14. Third-party intellectual property rights
1. In accordance with this clause 14.1, the Supplier warrants that the goods supplied by it do not infringe any third-party intellectual property rights or copyright in countries of the European Union or in other countries in which the Supplier manufactures the goods or has them manufactured. The Supplier is obliged to indemnify us against all claims brought against us by third parties on account of such an infringement of intellectual property rights and to reimburse us for all necessary expenses incurred in connection with such claims. This shall not apply insofar as the Supplier proves that he is neither responsible for the infringement of industrial property rights nor, having exercised due commercial care, should have been aware of it at the time of delivery.
2. Our further statutory claims arising from defects in title in the goods remain unaffected.
15. Ownership of tools and equipment
1. Any tools, jigs, models, drawings or other equipment supplied by us shall remain our property. Tools, jigs, models or other equipment manufactured by the supplier or third parties and invoiced to us by the supplier shall become our property. The same applies to the initial sample as set out in clause 5, irrespective of whether separate remuneration has been agreed for the initial sample.
2. The Supplier must handle our property with due care and use it exclusively for the performance of the contracts concluded with us. Upon request, the Supplier is obliged to return the items owned by us to us in good condition if they are no longer required for the performance of the contracts concluded with us.
3. The supplier shall mark the items owned by us as our property and shall store them separately from its own property, insofar as this is practically possible. The supplier shall inform us immediately of any imminent claims by third parties or damage to the property.
16. Legal requirements
1. The Supplier undertakes to comply with all applicable legal provisions, in particular in the areas of labour law and health and safety at work, environmental law, competition law and product safety. The Supplier shall comply with all anti-corruption and anti-money laundering laws.
2. The Supplier shall ensure that the goods meet all relevant requirements for placing them on the market in the European Union and the European Economic Area. Upon request, the Supplier must provide evidence of compliance by submitting appropriate documentation.
3. The Supplier shall make reasonable efforts to ensure that any subcontractors engaged also meet these requirements.
17. Final Provisions
1. These General Terms and Conditions of Business and any contracts into which they are incorporated shall be governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions applicable irrespective of the choice of law shall remain unaffected.
2. If the Supplier is a trader, a legal person governed by public law or a special fund under public law, the exclusive place of jurisdiction – including for international disputes – for all disputes arising from or in connection with the relevant contract shall be Wolfenbüttel. Mandatory statutory provisions, in particular exclusive jurisdictions, remain unaffected.
Effective November 2026