I. VALIDITY OF THE SCHLEICHER PURCHASING CONDITIONS (SPC)
1. These conditions are valid for all contracts, which Schleicher Fahrzeugteile GmbH & Co. KG, SCHLEICHER in the following, enters into as buyer or as ordering party, unless otherwise explicitly agreed upon in writing. Terms of delivery of suppliers, which deviate from the SPCs, do not become subject of contract, even if SCHLEICHER does not explicitly object. The SPCs are valid, even if SCHLEICHER has accepted a supplier delivery unreservedly, although SCHLEICHER is aware of opposing or deviating supplier conditions regarding the SPCs.
2. The SPCs are also valid in their respectively valid version for future business with the supplier. In case of follow-up orders SCHLEICHER provides the supplier with the updated version.
3. The “Incoterms 2000” are additionally applicable, unless they contradict the SPCs or other agreements between SCHLEICHER and the supplier.
II. CONCLUSION OF A CONTRACT AND CONTRACT MODIFICATIONS
1. The contract is binding by order or SCHLEICHER delivery schedule, if the supplier does not object within one week as of receipt of order and/or the delivery schedule or submission of a counter offer. The receipt of the objection or the counter offer by SCHLEICHER is relevant for the timeliness. If SCHLEICHER does not reject the counter offer within four weeks as of receipt, its content is binding, if it does not deviate substantially from the order and/or the delivery schedule. Substantial deviations are, unless not differently stated in the order and/or the delivery schedule conditions, the change of date of delivery or the time for delivery by more than forty-eight hours, the change of delivery volume by more than five per cent or the change of price. The date of sending by SCHLEICHER is relevant for the timeliness of the refusal of the counter offer; the postmark is considered proof.
2. Subsequent changes and additions of an agreed contract require written confirmation to become effective; the previous paragraph is valid accordingly.
III. EXTENT AND CONTENTS OF THE OBLIGATION TO PERFORM
1. The extent of the obligation to perform of the supplier results from the specifications and performance specifications conveyed at the conclusion of contract or, if such are missing, from the data in offers and brochures of the supplier.
2. All deliveries have to correspond to the currently valid DIN and/or VDE standards as well as the other customary standards and/or European Union standards, unless something else has been explicitly agreed upon in writing.
3. SCHLEICHER only accepts ordered quantities or numbers of items. Over or under-deliveries are only permissible after previous arrangements with SCHLEICHER. If subsets are agreed upon, the supplier is obligated to communicate the residue remaining with each to partial delivery to SCHLEICHER.
IV. CHANGE OF GOODS AND SERVICES
1. If deviations from the originally agreed upon specifications turn out to be necessary or appropriate at the time of the execution of the contract, the supplier has to communicate this to SCHLEICHER immediately. SCHLEICHER it will then announce in writing whether and if necessary which changes the supplier has to make concerning the original order. If thereby the supplier faces changed costs during contract execution, both SCHLEICHER and the supplier are entitled to request an appropriate adjustment of the supplier`s remuneration.
2. SCHLEICHER can request changes of goods and services also after conclusion of contract, as far as these modifications can be reasonably imposed on the supplier. The effects of such contract modifications, in particular those leading to an increase or reduction of costs as well as those regarding the dates of delivery must be considered by both contractual parties.
V. DELIVERY TIME
1. Agreed upon dates and deadlines are obligatory. The adherence to of the date of delivery or the time for delivery is determined by the receipt of the goods and/or services by SCHLEICHER or by a receiving party determined by SCHLEICHER. If „ex works “ (DDU or DDP in accordance with “Incoterms 2000”) delivery has not been agreed upon and if SCHLEICHER has agreed to take over the shipping of goods, the supplier has to provide the goods in time considering the time for loading and dispatch to be co-ordinated with the carrier. In the other cases the supplier is responsible for delays of delivery caused by the carrier in accordance with the conditions of paragraph 4.
2. If the supplier foresees difficulties regarding the adherence to of the date of delivery or similar circumstances, which could prevent a delivery in time or a delivery of goods of the agreed quality, the supplier has to inform SCHLEICHER immediately indicating reasons and prospective duration of the delay.
3. Force majeure, industrial disputes except illegal lockouts, undeserved operational disturbances, unrests, official measures and other inevitable events concerning SCHLEICHER entitle SCHLEICHER to withdraw - notwithstanding any further rights - totally or partly from the contract, unless they are of insignificant duration or lead only to an insignificant decrease of SCHLEICHER`s market.
4. In case of the failure of delivery SCHLEICHER is entitled to legal claims.
5. Independently SCHLEICHER is entitled to request a contractual penalty of 0,5% per week, maximally however 5% of the complete order value of the supply starting from the time of failure of delivery. The right to assert further damages remains explicitly reserved. Unless SCHLEICHER explicitly reserves the right of claiming a contractual penalty with acceptance of the late delivery, the resulting contractual penalty can be claimed within a set period of exclusion of ten working-days.
VI. TRANSFER OF RISK, DOCUMENTS
1. The risk is transferred to SCHLEICHER upon delivery of goods to SCHLEICHER or to a receiving party, determined by SCHLEICHER.
2. Each delivery is to be made with delivery note attached. Invoices are to be sent at the same time when the goods are sent to SCHLEICHER including the order number. To avoid invoices are to be sent separately and not be attached to the deliveries; otherwise number VII. 3. is valid accordingly.
VII. PRICES AND PAYMENT
1. The price indicated in the order is binding.
2. The value added tax is not included in the price.
3. If invoices of the supplier neither contain the ordering department of SCHLEICHER and the date of order, nor the order number communicated to the supplier by SCHLEICHER, SCHLEICHER falls behind only forty days after due date and receipt of the return service to the exclusion of art. 286 para. 3 sen. 1 BGB [German Civil Code].
4. In the case of deviating contractual, in particular unsatisfactory, delivery SCHLEICHER is entitled to withhold the payment up to the time of proper fulfilment without loss of discounts, discount payments or similar payment privileges.
5. If no special agreement has been made, the payment takes place either within fourteen calendar days starting from receipt of the invoice minus three per cent of the net price or within thirty calendar days starting from receipt of the invoice and contribution of the return service. The payment takes place under audit reserve.
VIII. WARRANTY CLAIMS AND RECOURSE
1. The supplier is liable for the fact that the contractual item corresponds to the newest technology, legal regulations and the regulations and guidelines of authorities, government organisations and professional associations. If the contractual item should not fulfil these requirements, the supplier has to communicate this to SCHLEICHER in each individual case before delivery to SCHLEICHER indicating the reasons. SCHLEICHER is entitled within a period of ten working-days after receipt starting from the report of this case, to reject the delivery and to claim legal warranty.
2. If the supplier doubts the manner of handling desired by SCHLEICHER, he has to communicate this immediately in writing.
3. The acceptance of the goods takes place under reserve of investigation in particular on faultlessness and completeness. The investigation is carried out on the basis of the delivery note and is limited to the statement of obvious defect. SCHLEICHER will check all deliveries, as soon as possible during normal course of business, examine and immediately inform the supplier accordingly in writing, at the latest within twenty working days; timely dispatch suffices to comply with the time limit. This is valid accordingly for defects, which occur at a later time. To that extent the supplier abstain from the late notice of defect objection.
4. If the supplier does not carry out supplementary delivery immediately upon request by SCHLEICHER, SCHLEICHER is entitled in urgent cases, in particular for the protection from acute dangers or for the avoidance of larger damage, to eliminate or have the defects eliminated by a third party at the cost of the supplier in line with the standard SCHLEICHER remuneration rate. The legal claims acc. to para. 437 No. 2 and No. 3 BGB remain untouched.
5. The defect warranty SCHLEICHER is entitled to, is limited to a period of 24 months, unless a longer warranty period of limitation exists acc. to art. 438 para. 1 and 3 BGB . If the goods are re-sold or used in the production of SCHLEICHER machines or products, the warranty period begins with the product roll-out warranty of the SCHLEICHER product equipped with the respective good, at the latest however six months after delivery of goods to SCHLEICHER.
6. The supplier indemnifies SCHLEICHER from third parties claims regarding defective titles.
7. The limitation warranty is restrained, as long as the goods are under investigation or with the supplier or its designees for rectification of defects.
8. Parts of the delivery, which were repaired within the period of warranty, are re-set to the initial period of warranty beginning with the point of time, in which the supplier completely fulfilled the requirements of SCHLEICHER regarding supplementary delivery.
9. If SCHLEICHER is held liable by a third party due to defect of goods delivered by the supplier, SCHLEICHER is entitled to recourse; the previous paragraphs are valid accordingly. The supplier is obligated to reimburse expenditure, in particular transportation, shipping, work and material costs to SCHLEICHER.
IX. PRODUCT LIABILITY
1. If SCHLEICHER faces product liability claims, the supplier is obligated to indemnify SCHLEICHER from such claims if and as far as the damage was caused due to a defect of the contractual item supplied by the supplier. This is not applicable in cases of strict liability, as far the good delivered by the supplier is not responsible for the defect. The supplier has to indemnify SCHLEICHER in such case from all costs including the expenditure of required recall actions and the legal costs of required prosecution. Legal regulations apply incidentally.
2. The supplier has to provide a product liability and a recall insurance with a cover sum of at least € 2.500.000 per liability case. He has to maintain the insurance protection also after complete fulfilment of the mutual contractual obligations for the duration of ten years after product rollout by SCHLEICHER at commencement of contract and on demand at any time possible.
3. Unless agreed otherwise, the supplier is obligated to mark his delivery articles in such a way that they are permanently recognizable as his products.
X. PATENT RIGHTS
1. The supplier is liable for the fact that neither the goods supplied by him nor their transmission, - processing or use by SCHLEICHER violate third party patent rights. This includes in particular utility models, patent or license violations.
2. The supplier exempts SCHLEICHER and SCHLEICHER customers from requirements third from any patent right injuries and bears all cost, which develop for SCHLEICHER in this connection.
3. The supplier indemnifies SCHLEICHER and SCHLEICHER customers from all third party claims which arise from the violation of patent rights and from all costs related to such claims.
XI. RESERVATION OF TITLE, SUPPLY, TOOLS
1. SCHLEICHER reserves the property rights for all parts provided to the supplier. Processing or reorganization with the supplier is carried out for SCHLEICHER. If the reserved goods are processed in combination with other goods, which are not property of SCHLEICHER, SCHLEICHER acquires the co-ownership if the new product in the relation to the value of the reserved good at the time of the processing.
2. If a part provided by SCHLEICHER, is damaged or destroyed in the area of responsibility of the supplier, the supplier is also liable for the repair and/or substitution of the part provided.
3. SCHLEICHER reserves all property rights on tools provided or paid by SCHLEICHER. The supplier is obligated to use the tools exclusively for the production of the goods ordered by SCHLEICHER.
1. The contracting parties commit themselves to keep all information regarding their co- operation strictly confidential and to use it exclusively for contractual purposes, as long as this information is not generally available, rightfully acquired or independently compiled by a third party. Among the protected information are in particular technical data, purchase quantities, prices as well as information about products and production developments, about present and future research and development projects and all enterprise data of the respective contractual party.
2. The supplier is beyond that obligated to keep all received illustrations, designs, calculations and other documents strictly confidential and to disclose such information only with the previous written agreement of SCHLEICHER, if the information is not generally available.
3. The supplier has to obligate to subcontractors accordingly if necessary.
4. On demand by SCHLEICHER, however at the latest at termination of contract, all information coming from SCHLEICHER (if necessary including manufactured copies or recordings) including rented articles have to be returned immediately and completely to SCHLEICHER, as far as the supplier does not need these for the fulfilment of his contractual obligations. SCHLEICHER reserves all rights for such confidential information, including copyrights, commercial patent rights, patents, utility models, etc.
5. Products, which are manufactured according to SCHLEICHER drafts, documents, models or similar or according to data marked as confidential, may be used by the supplier only for the contractually presupposed purposes; they must particularly neither be offered nor supplied to third parties.
XIII. FINAL CLAUSES
1. The supplier may not pass on the order or substantial parts on of the order to a third party without previously written agreement from SCHLEICHER.
2. As soon as the supplier fails to make his payments, a provisional insolvency manager is ordered or the insolvency procedure is opened, SCHLEICHER is entitled to withdraw totally or partly from the contract.
3. The contractual relations are exclusively based on German law under exclusion of the law of conflicts and the convention of the United Nations regarding international goods purchase contracts (CISG, UN convention). If individual parts of these purchasing conditions should be legally ineffective, the effectiveness of the remaining articles shall thereby remain unaffected.
4. Court of jurisdiction is the registered office of SCHLEICHER. SCHLEICHER reserves the right of complaint collection at every other permissible area of jurisdiction.
Munich, 28th June 2013
Schleicher Fahrzeugteile GmbH & Co. KG