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General Terms of Purchasing

No­vember 2022 edition
Karl Georg Scho­bert Prä­zi­sions-Meß­zeug GmbH
Am Gru­ben­teich 3, 63743 Aschaffenburg,
Tel. 06021/31092–0, Fax 06021/31092–22
For use in busi­ness transactions


Ar­ticle 1 – Scope

1. In ad­di­tion to other con­trac­tual agree­ments, these ge­neral terms of purcha­sing shall ex­clu­si­vely apply to all tran­sac­tions bet­ween us and the vendor, sup­plier, con­tractor and ser­vice pro­vider, her­ein­after known as the Sup­plier. We shall not ac­cept any dif­fe­rent pro­vi­sions. These ge­neral terms of purcha­sing shall apply even if we ac­cept the goods or ser­vices when we are aware of the exis­tence of other terms and conditions.
2. The con­clu­sion of a con­tract shall not fail due to con­tra­dic­tory ge­neral terms of busi­ness. In­sofar as col­li­ding ge­neral terms of busi­ness are iden­tical, the mu­tually agreed terms shall apply. In ad­di­tion, the pro­vi­sions set out in our terms of purcha­sing shall be agreed even if non-col­li­ding pro­vi­sions in the Supplier’s ge­neral terms of busi­ness con­tra­dict them. On the other hand, those pro­vi­sions in the Supplier’s ge­neral terms of busi­ness which do not agree with the con­tents of our ge­neral terms of purcha­sing shall not be part of the con­tract. Dis­po­si­tive law shall apply in all other cases.
3. These ge­neral terms of purcha­sing shall also apply to all fu­ture con­tracts with the Sup­plier wi­t­hout them being ex­pressly in­cluded un­less or until we issue new terms of purchasing.
4. These ge­neral terms of purcha­sing shall only apply to en­ter­prises in the sense of Ar­ticle 14 of the German Civil Code [BGB].

Ar­ticle 2 – Quotations

1. Quo­ta­tions and samples shall be free of charge for us. Any dis­crepan­cies from our in­quiry must be cle­arly men­tioned in the quo­ta­tion. The Sup­plier shall be bound to its quo­ta­tion for one month.
2. Our do­cu­ments must be re­turned to us wi­t­hout delay and free of charge if they are no longer needed for ful­fil­ling the contract.
3. Or­ders must be ac­cepted in wri­ting by the Sup­plier, quo­ting our purchase order number, wi­thin one week of the purchase order date.
4. Con­firmed prices shall be re­garded as fixed prices.
5. Un­less they are re­voked by the Sup­plier wi­thin one week of re­ceipt, call or­ders shall then be­come binding.
6. Ske­leton or­ders shall only pro­vide en­tit­le­ment to purchase raw ma­te­rials in the re­quired quantities.
7. The order must not be trans­ferred to or com­pleted by third par­ties, not even in part, wi­t­hout our con­sent. This shall en­title us to cancel the order and to claim compensation.
8. The pro­duc­tion of parts for call or­ders shall not be per­mitted until the call order has been received.

Ar­ticle 3 – Changes

1. We may de­mand that the con­tract be amended be­fore the order is ful­filled. The amend­ments shall be agreed by mu­tual con­sent. We must be no­ti­fied wi­t­hout delay of any re­ser­va­tions con­cer­ning the amend­ments re­quested by us.
2. If it is not pos­sible to reach agree­ment, we shall be en­titled to cancel the con­tract; in this case the Sup­plier shall be paid re­asonable com­pen­sa­tion for its costs.
3. The Sup­plier shall not be per­mitted to amend the order.

Ar­ticle 4 – Terms of de­li­very, price and payment

1. The goods shall be de­li­vered on the basis of the DDP (De­li­vered Duty Paid) clause set out in INCOTERMS 2020.
2. The prices shall be un­ders­tood to in­clude de­li­very to the con­si­gnee ad­dress in euros, in­clu­ding pack­a­ging, freight, tolls, postage, cus­toms du­ties, insu­rance and ex­clu­ding taxes, par­ti­cu­larly value-added tax. Value-added tax must be shown separately.
3. A price shown in the order shall be re­garded as the ma­ximum price. The ac­tual price may be below but not above it.
4. The Sup­plier shall not charge us any higher prices or grant us any worse terms than those used for other com­pa­rable customers.
5. Se­pa­rate in­voices for each purchase order are to be sup­plied im­me­dia­tely on de­li­very of the goods in tri­pli­cate, mar­king the ori­ginal and co­pies. They must con­tain the order re­fe­rence, order number and part number.
6. Un­less other­wise agreed, pay­ments shall be made by us in euros to the German bank ac­count of the Sup­plier at no charge to it.
7. Pay­ments shall be made when the in­voice is due, the goods have been re­ceived in full and in per­fect con­di­tion or the ser­vice has been com­pleted in per­fect form. This shall apply as and where ap­pli­cable if part con­sign­ments have been agreed.
8. De­lays caused by in­cor­rect in­voices shall not ad­ver­sely af­fect the agreed dis­count pe­riods. If dis­count has been agreed, pay­ment shall be made as agreed but at least wi­thin 14 days minus 3% or wi­thin 30 days net from the date of the invoice.
9. We shall not be held in de­fault in the event of ne­gli­gence. Our duty to com­pen­sate for de­fault da­mages shall be rest­ricted to ty­pical damages.
10. If ad­vance pay­ments have been agreed, an un­li­mited ful­filment gua­rantee from a German bank or insu­rance com­pany shall be pro­vided in re­turn for the pay­ment by the Sup­plier for the amount of the ad­vance pay­ment. In the event of de­lays in de­li­very, de­fault in­te­rest at a rate of 9 per­cen­tage points above the base rate shall be de­ducted in ac­cordance with Ar­ticle 247 of the Civil Code. The Sup­plier shall be per­mitted to pro­vide evi­dence that the ac­tual da­mages were lower. Claims of de­fault da­mages by us shall not be af­fected by this provision.
11. If it be­comes ap­pa­rent after the con­clu­sion of the con­tract that the de­li­very of the goods we re­quire is at risk as a re­sult of a lack of ca­pa­city on the part of the Sup­plier we may re­fuse pay­ment and set a re­asonable dead­line for the Sup­plier in which it must supply goods against pay­ment on a re­ciprocal basis or must pro­vide se­cu­rity. If the Sup­plier re­fuses or the dead­line passes fruit­lessly, we shall be en­titled to cancel the con­tract and de­mand compensation.
12. We shall be en­titled to cancel the con­tract if the sol­vency of the Sup­plier de­te­rio­rates to an extent that jeo­par­dises the ful­filment of the con­tract or if the Sup­plier ceases ma­king de­li­veries. This right to cancel may also be exer­cised in part.
13. The Sup­plier shall not be en­titled to as­sign ac­counts re­ceivable from us to third par­ties wi­t­hout our con­sent or to allow third par­ties to collect them. If an ex­tended re­ser­va­tion of title is agreed, this con­sent shall be de­emed to have been granted. If the Sup­plier nevert­heless as­signs ac­counts re­ceivable from us to a third party wi­t­hout our con­sent, we may make pay­ment to either the Sup­plier or the third party to ex­empt our­selves from this obligation.
14. We shall be en­titled to exer­cise set off and re­ten­tion rights wi­thin the sta­tu­tory li­mits. The Sup­plier shall only be en­titled to set-off and re­ten­tion rights if the counter claim on which the ser­vice re­fusal, re­ten­tion or set-off rights are based is un­dis­puted or has been es­tab­lished by a court of law or a de­cision is pen­ding on it.

Ar­ticle 5 – Duty to in­spect and complain

1. Con­sign­ments must be in­spected by us on re­ceipt only to check their iden­tity, quan­tity and for ex­tern­ally vi­sible signs of trans­port da­mage. A com­plaint shall be prompt if the Sup­plier is no­ti­fied of it in text­form wi­thin 10 working days of the dis­co­very of a de­fect. To this extent, the Sup­plier waives its right to claim that a com­plaint was made late. A com­plaint by our cus­to­mers shall take pre­ce­dence for goods which are sold on by us.
2. In the event that a ju­s­ti­fied com­plaint is made, we re­serve the right to charge the Sup­plier with the costs of the in­spec­tion and com­plaint. 3. The Sup­plier shall bear the costs and risk of the re­turn trans­port of de­fec­tive goods.

Ar­ticle 6 – De­li­very, de­fault, con­tract pe­nalty, transfer of risk

1. The dead­lines and pe­riods spe­ci­fied in the order or call order shall be bin­ding. We shall not be ob­liged to ac­cept the goods or ser­vices be­fore the de­li­very date.
For the de­li­very of goods, the re­ceipt of the goods at the agreed plant by us or the place of re­ceipt or use spe­ci­fied by us, shall de­cide on whe­ther the pe­riods and dead­lines have been met. The prompt and com­plete pro­vi­sion of the ser­vice shall be de­cisive for dead­lines for ser­vices. The ti­ming of the ac­cep­tance pro­ce­dure shall be de­cisive for con­tract services.
2. Part con­sign­ments and part ser­vices shall only be per­mitted with our consent.
3. The Sup­plier must no­tify us wi­t­hout delay of any dif­fi­cul­ties which pre­vent it from ma­king the de­li­very on sche­dule in the spe­ci­fied quan­tity and qua­lity and ob­tain a de­cision on whe­ther we wish to con­tinue with the order. It shall be liable for any fail­ures to make such no­ti­fi­ca­tion or if no­ti­fi­ca­tion is made late.
4. If the goods are de­li­vered ear­lier than agreed, we re­serve the right to re­turn them at the ex­pense of the Sup­plier or to place them in tem­po­rary sto­rage with third par­ties at the ex­pense of the Sup­plier. If the goods are not re­turned or placed in tem­po­rary sto­rage with third par­ties after being de­li­vered early, the goods shall be stored by us at the ex­pense and risk of the Sup­plier until the de­li­very date. In the event of early de­li­very, we re­serve the right not to make pay­ment until the agreed due date. If the goods are de­li­vered early, the cal­cu­la­tion of the dis­count pe­riod shall com­mence on the agreed de­li­very date or the date of re­ceipt of the in­voice by us, de­pen­ding on which oc­curs later.
5. In the event of the Sup­plier being in de­fault, we shall be en­titled to our sta­tu­tory rights. The ex­clu­sion or li­mi­ta­tion of lia­bi­lity by the Sup­plier shall be excluded.
6. In the event of re­peated late de­li­veries by the Sup­plier, we shall be en­titled to cancel the con­tract or to ter­mi­nate it wi­t­hout no­tice. In the event of a dead­line being missed wi­t­hout fault, we shall be en­titled to cancel the con­tract if missing the dead­line is si­gni­fi­cant and the ur­gency of the de­li­very so re­quires as a re­sult of a dead­line we are fa­cing. In the event of can­cel­la­tion, we may re­tain part con­sign­ments if we pay for them.
7. If the Sup­plier is in de­fault, it shall be ob­liged to comply with a re­quest by us to ship the goods ur­gently (ex­press cou­rier, over­night cou­rier, ex­press parcel, air freight, etc.) at its expense.
8. No re­minder or the set­ting of a dead­line shall be re­quired if a “fixed” de­li­very date has been agreed or if the Sup­plier states that it will be unable to supply the goods wi­thin the lead time.
9. If the Sup­plier is in de­fault, after pro­vi­ding a re­minder we shall be en­titled to de­mand a con­tract pe­nalty of 5% of the net value of the goods or ser­vices per started week, but not ex­cee­ding a total of 20% of the net value of the goods or ser­vices, and to cancel the con­tract. We re­serve the right to de­mand higher com­pen­sa­tion. The Sup­plier shall be per­mitted to pro­vide evi­dence that the ac­tual da­mages were lower. The con­tract pe­nalty shall be set off against any claim for com­pen­sa­tion. The right to de­mand pay­ment of an agreed con­tract pe­nalty shall not be for­feited by the fact that the con­tract pe­nalty was not ex­pressly re­served du­ring the ac­cep­tance of the late de­li­very as long as it is claimed be­fore the final pay­ment is made.
10. If the Sup­plier is in de­fault, we shall be en­titled to purchase goods or ser­vices from an­o­ther sup­plier to cover our needs if such purchases are ex­pe­dient in the cir­cum­s­tances to pre­vent the th­reat of con­se­quen­tial da­mages. The ad­di­tional re­asonable costs we incur as a re­sult of this must be paid by the Supplier.
11. The Sup­plier can only claim that a delay is due to the lack of do­cu­men­ta­tion to be sup­plied by us if it has sent a written re­minder about the do­cu­ments and has not re­ceived them wi­thin a re­asonable pe­riod of time.
12. In the event of a de­layed ac­cep­tance pro­ce­dure we shall only be liable for com­pen­sa­tion if we were to blame.
13. A de­li­very note in du­pli­cate must ac­com­pany every con­sign­ment gi­ving de­tails of all the iden­ti­fiers spe­ci­fied in the order, par­ti­cu­larly the order number, part number, batch number and item number.
Part and re­si­dual con­sign­ments must be spe­ci­ally marked.
The de­li­very note shall be af­fixed to the out­side of the goods either under a sti­cker or under packing paper with the note: “De­li­very note here”.
All the do­cu­ments which must ac­com­pany the goods for im­port con­sign­ments must be in­cluded with the con­sign­ment, in par­ti­cular goods mo­ve­ment cer­ti­fi­cates, ex­press notes, cus­toms con­sign­ment notes, cer­ti­fi­cates of origin and in­voices (de­pen­ding on the ship­ment me­thod and country of destination).
14. We shall be no­ti­fied in ad­vance of all de­li­veries. This no­ti­fi­ca­tion shall in­clude in­for­ma­tion about our order number, quan­tity, di­men­sions, weights, spe­cial re­gu­la­tions for hand­ling the goods, un­loa­ding, trans­port and storage.
De­lays, ad­di­tional costs and da­mage which re­sult from a failure to comply with the ship­ment in­s­truc­tions shall be charged to the Sup­plier. We re­serve the right to re­turn pack­a­ging ma­te­rials to the Supplier.
15. The risk shall not be trans­ferred after de­li­very until after the goods have been un­loaded by the Sup­plier or for­war­ding con­tractor at the con­si­gnee ad­dress spe­ci­fied by us or after the ac­cep­tance pro­ce­dure. This shall apply even if our per­sonnel help with the unloading.
16. The goods may be re­ceived du­ring busi­ness hours or the goods re­cei­ving times spe­ci­fied by us.

Ar­ticle 7 – Forces ma­jeures, emer­gency pro­duc­tion right

1. A force ma­jeure is an ex­ternal event that af­fects the par­ties to the con­tract and hin­ders or pre­vents the cor­rect ful­filment of the con­tract wi­t­hout the par­ties to the con­tract ha­ving any in­fluence on it. Forces ma­jeures may in par­ti­cular be the re­sult of war, fire, sick­ness and risks of sick­ness, la­bour dis­putes, busi­ness and traffic pro­blems, of­fi­cial or­ders and a lack of raw ma­te­rials, ma­te­rials or energy.
In the event of im­mi­nent or exis­ting forces ma­jeures, the par­ties to the con­tract shall nego­tiate the amend­ment of their con­trac­tual du­ties. This shall par­ti­cu­larly apply if forces ma­jeures re­sult or may re­sult in da­mages. This may in­volve de­fault da­mages or com­pen­sa­tion claims by cus­to­mers in the down­stream supply chain.
The par­ties shall then in par­ti­cular con­sider the sta­tu­tory di­vi­sion of lia­bi­lity in cases of non or late ful­filment under which com­pen­sa­tion claims are nor­mally de­pen­dent on cul­pa­bi­lity. The nego­tia­tions show in par­ti­cular focus on the ne­ces­sity for tem­po­rary or per­ma­nent non-de­li­very, the pos­si­bi­lity of de­li­ve­ring a lower quan­tity, de­li­ve­ring at a later date or de­li­ve­ring by dif­fe­rent means. De­li­ve­ring by dif­fe­rent means in­cludes ch­anged ma­te­rial spe­ci­fi­ca­tions and a ch­ange of sup­plier or raw ma­te­rials. The par­ties to the con­tract shall in­form each other proac­tively about the start, na­ture and end of the problems.
2. If the Sup­plier or one of its sub­con­trac­tors suf­fers a force ma­jeure which pre­vents the Sup­plier from pro­vi­ding us with the con­tract du­ties it owes us under this con­tract for a pe­riod of more than 4 weeks, we shall be en­titled to ma­nu­fac­ture the con­tract pro­ducts or pro­vide the or­dered ser­vice our­selves or have it ma­nu­fac­tured or pro­vided by third par­ties. The re­qui­re­ment for this, ho­wever, shall be that as a re­sult of the pro­blem, we are unable to comply with our de­li­very or ser­vice pro­vi­sion du­ties to third par­ties and both we and the con­tracted third par­ties have pre­viously con­cluded a con­fi­den­tia­lity agree­ment with the ob­li­ga­tion that any sup­plied con­fi­den­tial in­for­ma­tion can only be used for the ma­nu­fac­ture of the con­tract pro­ducts or the pro­vi­sion of the ser­vice. In this case, the Sup­plier must supply us with all tools re­quired for the ma­nu­fac­ture of the con­tract pro­ducts or the pro­vi­sion of the ser­vice if they are not available on the open market, as well as pro­vi­ding all the re­quired do­cu­ments, dra­wings, samples and other do­cu­ments and in­for­ma­tion wi­t­hout delay at our re­quest and to pro­vide all re­asonable sup­port for the re­lo­ca­tion of the pro­duc­tion or pro­vi­sion of the ser­vice and to grant us li­mited trans­ferable, non-ex­clu­sive, ir­re­vo­cable uti­lity rights free of charge for the pe­riod for which the force ma­jeure lasts plus a re­asonable pe­riod for the start-up of pro­duc­tion by the Supplier.

Ar­ticle 8 – Qua­lity requirements

1. Our mi­nimum ex­pec­ta­tions for the Supplier’s qua­lity ma­nage­ment system shall be its cer­ti­fi­ca­tion under the cur­rent ver­sion of DIN EN ISO 9001.
2. The Sup­plier shall pro­vide the assu­rance that it shall im­ple­ment and use all the sui­table qua­lity assu­rance me­a­sures re­quired to assure the qua­lity of its goods and services.
3. The Sup­plier shall select and mo­nitor its sub­con­trac­tors on the basis of their tech­nical and qua­li­ta­tive capacities.
4. The Sup­plier shall mo­nitor the ap­pli­ca­tion and ef­fec­ti­ve­ness of its pro­cesses and those of its sub­con­trac­tors by means of an­nual au­dits and must give us an op­por­tu­nity to take part in these audits.
5. Qua­lity-re­le­vant re­cords must be ar­chived for at least 30 years after the de­li­very of its products/provision of ser­vices in le­gible form and in a se­cure place where they are pro­tected from ac­cess by third par­ties and must be made available at any time at our request.
6. When it ac­cepts the order, the Sup­plier con­firms that the order can be ma­nu­fac­tured or com­pleted on the basis of the agreed terms and conditions.
7. To ve­rify its stable qua­lity level, it shall con­duct an an­nual re­qua­li­fi­ca­tion audit, starting from the date on which the in­itial samples are approved.

Ar­ticle 9 – Ma­te­rial and legal defects

1. The sta­tu­tory de­fi­ni­tion of de­fect shall apply. The Sup­plier shall in par­ti­cular war­rant that its pro­ducts and ser­vices comply with the sta­tu­tory and of­fi­cial re­qui­re­ments and with the re­le­vant tech­nical stan­dards, they are state of the art and also comply with the agreed pro­per­ties in text and dra­wing as well as being sui­table for their in­tended pur­pose, with which the Sup­plier is familiar.
2. The Sup­plier shall pro­vide in­for­ma­tion about the pur­pose of its pro­ducts, ser­vices and con­tract services.
3. The Sup­plier shall no­tify us wi­t­hout delay of mo­di­fi­ca­tions to its pro­ducts, its ca­pa­city to supply them, pos­sible uses or qua­lity re­sul­ting from sta­tu­tory re­gu­la­tions and shall coor­di­nate sui­table me­a­sures with us in each in­di­vi­dual case. The same shall apply as soon as and in as far as the Sup­plier rea­lises that such mo­di­fi­ca­tions will be necessary.
4. The Sup­plier must label its items in such a way that they can be iden­ti­fied as its pro­ducts and the tracea­bi­lity of the pro­ducts by it is guaranteed.
5. The Sup­plier shall supply fac­tory in­spec­tion cer­ti­fi­cates and safety data sheets with its goods.
6. The Sup­plier shall also war­rant that the ser­vices and goods sup­plied by it are not co­vered by the rights of third par­ties, and in par­ti­cular that they do not breach any do­me­stic or for­eign in­tellec­tual pro­perty rights held by third parties.
7. On re­quest, it shall pro­vide us with de­tails of all ap­pli­ca­tions for in­tellec­tual pro­perty rights which it uses in re­la­tion to the pro­ducts or ser­vices it sup­plies. If it rea­lises that it is in breach of in­tellec­tual pro­perty rights or in­tellec­tual pro­perty right ap­pli­ca­tions, it must no­tify us of this wi­t­hout delay and wi­t­hout ha­ving to be re­quested to do so and pro­vide us with all the in­for­ma­tion we re­quire for de­fen­ding the claim and sup­port us in the de­fence of the claims wi­thin re­ason at its own expense.

Ar­ticle 10 – De­fects and com­pen­sa­tion claims

1. Com­plaints re­sult in ad­di­tional costs. For this re­ason we re­serve the right to charge an ad­mi­nis­tra­tive fee of EUR 150.00 per ju­s­ti­fied com­plaint. The Sup­plier shall be en­titled to pro­vide evi­dence that we in­curred lower ex­pen­diture and we shall be en­titled to pro­vide evi­dence that we in­curred higher expenditure.
2. We shall be en­titled, at our dis­cre­tion, to de­mand re-ful­filment from the Sup­plier, cancel the con­tract or re­duce the purchase price and de­mand com­pen­sa­tion or reim­bur­se­ment of our costs in ac­cordance with the sta­tu­tory regulations.
As part of the re-ful­filment pro­ce­dure we shall be en­titled to de­mand either de­fect rec­ti­fi­ca­tion or the de­li­very of per­fect goods.
The Sup­plier un­der­takes to bear all the ex­penses for the pur­poses of de­fect rec­ti­fi­ca­tion, re­pla­ce­ment de­li­very or da­mage rec­ti­fi­ca­tion, in par­ti­cular trans­port, travel, la­bour, ma­te­rial and re­pla­ce­ment costs.
The pro­vi­sions of Ar­ticle 445a of the German Civil Code re­la­ting to com­pen­sa­tion for ex­penses under the pro­viso of Ar­ticle 439 of the German Civil Code shall apply as and where ap­pro­priate, even if we have sup­plied our cus­tomer with de­fec­tive overall goods and the de­fect wi­thin the overall goods was caused by a pro­duct from our Supplier.
3. If the Sup­plier does not com­plete the de­fect rec­ti­fi­ca­tion work or re­pla­ce­ment de­li­very by a re­asonable dead­line set by us or if the de­fect rec­ti­fi­ca­tion work is im­pos­sible or fails, we shall be en­titled to cancel the con­tract and de­mand com­pen­sa­tion in­s­tead of fulfilment.
If, due to spe­cial ur­gency, it is no longer pos­sible to no­tify the Sup­plier of the de­fect and po­ten­tial losses and to set it a dead­line for this work, al­beit a short one, we shall be en­titled to rec­tify the de­fect at the ex­pense of the Sup­plier our­selves or to have it rec­ti­fied by a third party.
4. If the same goods are sup­plied re­pea­tedly in de­fec­tive form, we shall be en­titled to cancel the con­tract, in­clu­ding for the non-ful­filled part of the order, after gi­ving a written war­ning, if fur­ther de­fec­tive goods are supplied.
5. Our de­fect rec­ti­fi­ca­tion or com­pen­sa­tion claims shall be­come sta­tute-barred after a pe­riod of 36 months after the date of de­li­very of the pro­ducts ma­nu­fac­tured by us using the goods pro­vided by the Sup­plier, but at the la­test after a pe­riod of 60 months from the date of de­li­very to us and, for ser­vices and con­tract ser­vices, after a pe­riod of 60 months after the ac­cep­tance of the ser­vices and con­tract ser­vices. This shall only apply if the law does not spe­cify a longer sta­tute of li­mi­ta­tions or one which starts at a later date.
If the ac­cep­tance pro­ce­dure is de­layed at no fault of the Sup­plier, the war­ranty pe­riod shall be a ma­ximum of 60 months from the date on which the goods were ready for the ac­cep­tance procedure.
The pro­vi­sions of Ar­ticle 445 b of the German Civil Code re­la­ting to the sta­tute of li­mi­ta­tions under the con­tract shall apply as and where ap­pro­priate, even if we have sup­plied our cus­tomer with de­fec­tive overall goods and the de­fect wi­thin the overall goods was caused by a pro­duct from our Sup­plier. The sta­tute of li­mi­ta­tions in these cases shall be three years.
The war­ranty pe­riod for de­fects on parts for buil­dings shall be 60 months from the date on which they were ac­cepted or commissioned.
For com­pon­ents which do not re­main ope­ra­tional du­ring the pe­riod of reful­filment or da­mage rec­ti­fi­ca­tion work or other­wise cannot be used for their in­tended pur­pose, the war­ranty pe­riod shall be ex­tended by the pe­riod of the break in ope­ra­tion or use.
The sta­tute of li­mi­ta­tions set out above shall apply even in the event that the Sup­plier has ac­cepted a gua­rantee for its pro­ducts, work or services.
6. Claims against the Sup­plier based on legal flaws con­cer­ning the pro­ducts, ser­vices or con­tract ser­vices shall be­come sta­tute-barred five years after de­li­very to us or ac­cep­tance by us. This shall only apply if the law does not spe­cify a longer sta­tute of li­mi­ta­tions or one which starts at a later date.
7. If the Sup­plier is cle­arly not only ac­ting with good­will or with the in­tent of fin­ding an ami­cable sett­le­ment of a dis­pute but in the know­ledge that it has a duty to rec­tify the de­fect whe­rein the scope, du­ra­tion and costs of the de­fect rec­ti­fi­ca­tion work must be given par­ti­cular con­side­ra­tion, the sta­tute of li­mi­ta­tions shall re­start for any new com­pon­ents sup­plied from the date on which the re­pla­ce­ments were de­li­vered. The sta­tute of li­mi­ta­tions shall re­start for com­pon­ents re­fi­nished du­ring the war­ranty pe­riod only in re­spect of the ori­ginal de­fect and the con­se­quences of the re­fi­nis­hing work.
8. On re­quest, the Sup­plier shall in­dem­nify us from com­pen­sa­tion claims by third par­ties based on de­fects in the goods or ser­vices if it (the Sup­plier) is re­spon­sible for the da­mage. If we are sued by third par­ties as a re­sult of lia­bi­lity which is in­de­pen­dent of cul­pa­bi­lity on the basis of man­da­tory law, the Sup­plier shall take our place to the extent that it would also be di­rectly liable. The prin­ci­ples of Ar­ticle 254 of the Civil Code shall apply as and where ap­pli­cable to com­pen­sa­tion bet­ween us and the Supplier.
9. The Sup­plier shall in­dem­nify us from claims by third par­ties for legal flaws if it is re­spon­sible for such flaws.
10. The sta­tute of li­mi­ta­tions for in­dem­ni­fi­ca­tion claims shall be three years. It shall start at the end of the year in which the claim is lodged and we have be­come aware of the cir­cum­s­tances on which the claim is based and the iden­tity of the debtor or should have be­come aware of this in­for­ma­tion or should have be­come aware of it if we had not been guilty of gross ne­gli­gence. Any longer sta­tute of li­mi­ta­tions under the law shall take precedence.
11. The Sup­plier un­der­takes to reim­burse us with any costs and ex­pen­diture in­curred by a re­call or re­turn ac­tion com­pleted to pre­vent death, phy­sical in­jury and pro­perty da­mage as a re­sult of the goods, the ser­vice or the con­tract ser­vice being defective.

Ar­ticle 11 – Insu­rance cover

1. The Sup­plier un­der­takes to take out and main­tain com­pany and pro­duct lia­bi­lity insu­rance cover with an insured sum of at least EUR 3 mil­lion for phy­sical in­jury and for pro­perty and pro­duct da­mage and, to cover sup­plies to the au­to­mo­tive in­dustry, re­call cost insu­rance cover for au­to­mo­tive parts, and if not, ge­neral re­call costs insu­rance cover, each with an insured sum of at least EUR 1.5 million
2. The scope of the pro­duct lia­bi­lity insu­rance po­licy must ex­tend to the co­verage forms of the so-called Ex­tended Pro­duct Lia­bi­lity Insu­rance, in­clu­ding so-called op­tional co­verage types. The cover must also ex­tend to claims in other count­ries. Fur­ther­more, the Sup­plier must en­sure that its insu­rance also co­vers the re­m­oval and in­stal­la­tion costs re­lated to its sta­tu­tory duty of refulfilment.
3. The Sup­plier should submit these ge­neral terms of purcha­sing to its pro­duct lia­bi­lity insurer to en­sure cover for the com­plaints pro­ce­dure de­scribed in Ar­ticle 5 of these ge­neral terms of purcha­sing and the sta­tute of li­mi­ta­tions pe­riods spe­ci­fied in Ar­ticle 10 of these ge­neral terms of purcha­sing  and the in­dem­ni­fi­ca­tion duty con­tained in Ar­ticle 10, pa­ra­graph 8 or should ask its insurer to con­firm that these pro­vi­sions do not af­fect its co­verage under number 7.3 of its Ge­neral insu­rance con­di­tions for lia­bi­lity insu­rance [AHB] and no­tify us if the insurer re­fuses this.
4. To ve­rify the exis­tence of the above insu­rance po­li­cies, the Sup­plier shall pro­vide us with con­fir­ma­tion from its insurer of the scope of co­verage de­scribed above (Cer­ti­fi­cate of insu­rance) at the la­test when the con­tract is concluded.

Ar­ticle 12 – Confidentiality

1. The par­ties to the con­tract un­der­take to treat all aspects of the busi­ness re­la­ti­onship in con­fi­dence. In par­ti­cular, they shall treat all com­mer­cial and tech­nical de­tails, which are not part of the pu­blic do­main and which come to their at­ten­tion as a re­sult of the busi­ness re­la­ti­onship, as con­fi­den­tial. In­for­ma­tion or aspects of the busi­ness re­la­ti­onship which were al­ready part of the pu­blic do­main at the time of their dis­clo­sure shall not come under the con­fi­den­tia­lity ob­li­ga­tion nor shall in­for­ma­tion or aspects of the busi­ness re­la­ti­onship for which the Sup­plier can pro­vide evi­dence to the ef­fect that it was al­ready aware of the in­for­ma­tion be­fore the dis­clo­sure of it by us.
2. We re­serve title and co­py­right to il­lus­tra­tions, dra­wings, cal­cu­la­tions and other do­cu­ments. Our do­cu­ments may only be made available to those per­sons who com­plete our order. The Sup­plier shall en­sure that its per­sonnel also take care of our ju­s­ti­fied con­fi­den­tia­lity interests.
3. The Sup­plier un­der­takes to main­tain this con­fi­den­tia­lity even after the end of the busi­ness relationship.
All items pro­vided by us shall be re­turned to us after the re­jec­tion or com­ple­tion of the order.
4. The do­cu­ments and in­for­ma­tion pro­vided to the Sup­plier may only be co­pied if re­quired for ope­ra­tional re­asons and in ac­cordance with co­py­right regulations.
5. All in­for­ma­tion re­la­ting to the busi­ness re­la­ti­onship shall not be dis­c­losed to third par­ties. The dis­clo­sure, even in part, of our order to third par­ties shall only be pos­sible with our prior written con­sent; the Sup­plier shall sub­ject the third par­ties to a con­fi­den­tia­lity agree­ment of the same type and scope.
6. The Sup­plier may only ad­ver­tise this busi­ness re­la­ti­onship with our prior written consent.
7. Items which we pro­vide to the Sup­plier shall re­main our pro­perty. Items ma­nu­fac­tured on our be­half shall be­come our pro­perty. Such items may only be sup­plied to third par­ties with our ex­press prior written consent.
8. The order may not be sub­con­tracted to a third party wi­t­hout our con­sent. This shall en­title us to cancel the order and to claim compensation.
9. The Sup­plier un­der­takes not to con­duct busi­ness si­milar to the sub­ject of our order with our cus­to­mers either di­rectly or indirectly.
10. Pro­ducts which comply with our purchase order and are not ma­nu­fac­tured to a ge­neral spe­ci­fi­ca­tion but for a spe­cific ap­pli­ca­tion must not be sup­plied to third parties.

Ar­ticle 13 – Pro­duc­tion equipment

1. Pro­duc­tion equip­ment pro­vided, planned or paid for by us such as mo­dels, dies, tem­plates, samples and tools shall re­main or be­come our pro­perty. It may not be used for goods sup­plied to third par­ties, co­pied, sold, title to it trans­ferred by way of se­cu­rity, pledged or dis­posed of by other means. The same shall apply to goods ma­nu­fac­tured using this pro­duc­tion equip­ment. The Sup­plier un­der­takes to use this pro­duc­tion equip­ment only for the pro­duc­tion of con­tract goods or­dered by us.
2. If items owned by us are seized by third par­ties, the Sup­plier un­der­takes to no­tify us in wri­ting wi­t­hout delay. Du­ring the ac­tual sei­zure pro­cess the Sup­plier must no­tify the en­force­ment body of the ow­ner­ship si­tua­tion re­la­ting to the items.
3. The Sup­plier un­der­takes to insure items owned by us at new value at its (the Supplier’s) ex­pense with pro­perty insu­rance with as wide-ran­ging cover as pos­sible (all-risk co­verage, ex­tended co­verage). The Sup­plier hereby as­signs its com­pen­sa­tion claims from this insu­rance po­licy to us.
4. The Sup­plier shall be ob­liged to con­duct any ser­vicing and in­spec­tion work re­quired on the goods pro­vided by us and all main­ten­ance and re­pair work on them promptly and at its own expense.
5. If we pro­vide items our­selves, we re­serve title to them. Con­trac­tually agreed pro­ces­sing or mo­di­fi­ca­tion work by the Sup­plier shall be car­ried out on our be­half. If the re­served title goods are pro­cessed, con­nected or mixed with other items which do not be­long to us, we shall ac­quire co-title to the new item pro­por­tio­nate to the value of our re­served title items to the other items at the time of the pro­ces­sing, con­nec­tion or mi­xing pro­ce­dure. If the pro­ces­sing, con­nec­tion or mi­xing pro­ce­dure takes place in such a way that the Supplier’s item must be re­garded as the main item, it is hereby agreed that the Sup­plier shall transfer pro­por­tio­nate co-title to us.
This pro­vi­sion shall apply even if we re­fuse to ac­cept goods be­cause they are late or de­fec­tive or if we do not place any fur­ther orders.
In these cases, the items pro­vided by us must be made available to us free of charge. Set­ting off shall not be possible.
6. Ad­di­tional costs due to ma­te­rial flaws and di­men­sion in­ac­cu­ra­cies on the cus­tomer-sup­plied raw ma­te­rials may only be charged to us with our prior written con­sent for these costs.
7. The Sup­plier un­der­takes to in­spect the items pro­vided by us for ob­vious de­fects, such as iden­tity, quan­tity and trans­port da­mage when they are re­ceived and to no­tify us wi­t­hout delay of any de­fects. We must be no­ti­fied of any de­fects dis­co­vered when working on the pro­vided items wi­t­hout delay after their discovery.
8. If the se­cured rights ex­ceed the purchase price of all un­paid re­served title goods by more than 15%, we shall re­lease an ap­pro­priate part of the se­cu­rity rights at the re­quest of the Supplier.

Ar­ticle 14 – Re­ser­va­tion of title

We shall not re­co­g­nise any ex­ten­sion of a re­ser­va­tion of title which goes beyond the simple re­ser­va­tion of title of the Sup­plier to an un­pro­cessed Supplier’s pro­duct stored at our pre­mises, in par­ti­cular after its pro­ces­sing, con­nec­tion or mi­xing with other goods, and after the sale of the Supplier’s pro­duct un­less any such ex­ten­sion has been agreed with us in a se­pa­rate contract.

Ar­ticle 15 – EU REACH Directive

The Sup­plier shall en­sure that all the sub­s­tances used, which are co­vered by the EU REACH Di­rec­tive, comply with said Di­rec­tive and are re­gis­tered and ap­proved for the type of use in­tended by this con­tract. This shall also apply to sup­pliers lo­cated out­side the EU. At our re­quest, the Sup­plier shall pro­vide sui­table evi­dence that this duty has been satisfied.

Ar­ticle 16 – Sta­tu­tory mi­nimum wage, Posted Workers Act

1. The Sup­plier un­der­takes to en­sure that the per­sonnel used by it or its sub­con­trac­tors to fulfil con­tracts re­ceive the sta­tu­tory mi­nimum wage or, if the ser­vices to be pro­vided are car­ried out in the ter­ri­tory co­vered by a Eu­ro­pean Pos­ting Di­rec­tive and/or the Posted Workers Act [AEntG], par­ti­cu­larly for pos­tings from other count­ries or to other count­ries, the spe­ci­fied working con­di­tions are sa­tis­fied, de­pen­ding on the du­ra­tion of the work. It must also sa­tisfy the other coll­ec­tive wage-bar­gai­ning agree­ment and sta­tu­tory du­ties to pay con­tri­bu­tions to so­cial se­cu­rity or­ga­ni­sa­tions, pro­fes­sional as­so­cia­tions and other or­ga­ni­sa­tions and, if sub­con­trac­tors are used, to en­sure by means of do­cu­men­tary evi­dence that the cur­rent re­qui­re­ments are sa­tis­fied by these subcontractors.
2. If ju­s­ti­fied claims are made against us due to a failure to comply with the Supplier’s ob­li­ga­tions listed in pa­ra­graph 1, it must in­dem­nify us from said claims on re­quest and reim­burse us with any costs we incur as a result.

Ar­ticle 17 – Ex­port and cus­toms regulations

1. The Sup­plier un­der­takes to no­tify us of any li­cen­sing ob­li­ga­tions for (re)exports of its goods pur­suant to German, Eu­ro­pean and US ex­port and cus­toms re­gu­la­tions as well as the cus­toms and ex­port re­gu­la­tions of the country of origin of its pro­ducts in its busi­ness documents.
The Sup­plier shall at least pro­vide the fol­lo­wing in­for­ma­tion for the re­le­vant goods in its quo­ta­tions, order con­fir­ma­tions and in­voices: Ex­port list num­bers pur­suant to Annex AL to the German For­eign Trade Re­gu­la­tion or equi­va­lent list items on re­le­vant ex­port lists;
the ECCN (Ex­port Con­trol Clas­si­fi­ca­tion Number) for US goods pur­suant to the US Ex­port Ad­mi­nis­tra­tion Re­gu­la­tions (EAR); the tra­ding po­licy origin of its goods and the com­pon­ents of its goods, in­clu­ding tech­no­logy and soft­ware; whe­ther the goods have been trans­ported th­rough the USA, ma­nu­fac­tured or stored in the USA or ma­nu­fac­tured with the help of US tech­no­logy; the sta­tis­tical goods number (HS code) of its goods and a contact in its com­pany for cla­ri­fying any ques­tions we may have.
2. At our re­quest, the Sup­plier un­der­takes to no­tify us in wri­ting of all other for­eign trade data re­la­ting to its goods and their com­pon­ents and to no­tify us wi­t­hout delay of all mo­di­fi­ca­tions to the exis­ting data be­fore the de­li­very of any pro­ducts af­fected by this.
3. The Sup­plier shall also con­firm in com­pli­ance with the Anti-Ter­ro­rism Re­gu­la­tions of the EC and EU No. 2580/2001 and No. 881/2002 as well as No. 753/2011 that it has no busi­ness cont­acts with com­pa­nies, firms, fi­nan­cial in­sti­tu­tions, or­ga­ni­sa­tions or per­sons who are on the EU and/or US sanc­tions lists. This shall also apply to the Supplier’s sub­si­dia­ries and branch of­fices as well as to hol­dings in third party com­pa­nies in Ger­many and el­se­where. The Sup­plier also un­der­takes to pro­vide us wi­t­hout delay with written no­ti­fi­ca­tion of any po­si­tive re­sults found du­ring a re­view of these sanc­tions lists.
In the event that the Sup­plier has any such cont­acts after an ap­pro­priate re­view, we shall be en­titled to ter­mi­nate this con­tract and all other con­tracts with the Sup­plier and to ter­mi­nate any exis­ting busi­ness re­la­ti­onships wi­t­hout the Sup­plier being able to claim com­pen­sa­tion as a result.
4. The Sup­plier shall no­tify us wi­t­hout delay if a con­sign­ment is sub­ject in full or in part to ex­port rest­ric­tions under German or any other law.
Ar­ticle 18 – Proof of origin

1. The Sup­plier shall pro­vide us with any proofs of origin we re­quest with all the re­quired de­tails and si­gned cor­rectly wi­t­hout delay.
2. The Sup­plier shall no­tify us in wri­ting wi­t­hout delay and wi­t­hout this ha­ving to be re­quested if the de­tails in the proofs of origin no longer apply to the sup­plied goods.
3. The same shall apply for value-added tax do­cu­ments for over­seas con­sign­ments and those wi­thin the Single Market.
4. The Sup­plier shall no­tify us wi­t­hout delay if a con­sign­ment is sub­ject in full or in part to ex­port rest­ric­tions under German or any other law.

Ar­ticle 19 – So­cial and eco­lo­gical responsibility

1. So­cial and eco­lo­gical re­spon­si­bi­lity play a major role in our cor­po­rate ac­ti­vi­ties. Our sup­pliers the­r­e­fore un­der­take to comply with the sta­tu­tory re­gu­la­tions for dealing with per­sonnel, en­vi­ron­mental pro­tec­tion and in­dus­trial safety and to make every ef­fort to re­duce ne­ga­tive ef­fects on people and the en­vi­ron­ment of their ac­ti­vi­ties. The aim is that our sup­pliers es­tab­lish and de­velop a ma­nage­ment system which com­plies with ISO 14001.
Our sup­pliers are also com­mitted to the prin­ci­ples of the UN Global Com­pact In­itia­tive, par­ti­cu­larly in terms of the pro­tec­tion of in­ter­na­tional human rights, the right to coll­ec­tive wage bar­gai­ning, the ab­oli­tion of forced la­bour and child la­bour, the eli­mi­na­tion of dis­cri­mi­na­tion in em­ploy­ment and oc­cu­pa­tion, re­spon­si­bi­lity for the en­vi­ron­ment and the pre­ven­tion of cor­rup­tion. Fur­ther in­for­ma­tion about the UN Global Com­pact In­itia­tive is available at
2. The Sup­plier must the­r­e­fore comply with the prin­ci­ples listed above and to pass them on wi­thin its supply chain and to no­tify us wi­t­hout delay of any brea­ches of them.
3. In the event that the Sup­plier re­pea­tedly brea­ches these prin­ci­ples, we shall be en­titled to cancel any exis­ting con­tracts or to ter­mi­nate them wi­t­hout no­tice for a ma­te­rial reason.

Ar­ticle 20 – Place of ju­ris­dic­tion, place of ful­filment, ap­pli­cable law

1. The place of ju­ris­dic­tion shall be the court with ju­ris­dic­tion for our re­gis­tered of­fice or the place of ju­ris­dic­tion of the Sup­plier at our discretion.
2. The place of ful­filment shall be the place to which the goods must be sup­plied as set out in the order. The place of ful­filment for pay­ments shall be our re­gis­tered office.
3. The laws of the Fe­deral Re­pu­blic of Ger­many shall be ex­clu­si­vely ap­pli­cable to busi­ness re­la­ti­onships bet­ween us and our sup­pliers. The United Na­tions Con­ven­tion on Con­tracts for the In­ter­na­tional Sale of Goods dated 11 April 1980 (UN CISG) shall apply to cross-border deliveries.
4. If in­di­vi­dual parts of these ge­neral terms of purcha­sing are in­valid, this shall not af­fect the va­li­dity of the other provisions.

Ar­ticle 21 – Data protection

We shall pro­cess all the Supplier’s data ex­clu­si­vely for the pur­poses of con­duc­ting busi­ness and on the basis of the spe­ci­fi­ca­tions of the re­le­vant data pro­tec­tion re­gu­la­tions. If it sub­mits a written re­quest, the Sup­plier shall also be en­titled to in­for­ma­tion about its per­sonal data coll­ected, pro­cessed and used by us.

Ar­ticle 22 – Contact data

Karl Georg Scho­bert Prä­zi­sions-Mess­zeug GmbH
Am Gru­ben­teich 3
63743 Aschaffenburg

Ma­na­ging Di­rec­tors: Mi­chael Scho­bert, Ha­rald Orth

Phone: 0049 6021–31092–0
Fax: 0049 6021–31092–22

Com­mer­cial Re­gister: Aschaf­fen­burg Local Court HRB 4407
VAT re­gis­tra­tion No. DE 132090540