General Conditions of Purchase

1. Contractual bases

1.1 Purchases and orders from SCHOLL Apparatebau GmbH & Co. KG (hereinafter referred to as "SCHOLL") are made exclusively in accordance with the

• the above contract text as an individual agreement;
• the following terms and conditions of purchase, even if no express reference is made to them again in the order; this also applies in particular to permanent business relations;
• the statutory provisions of the Federal Republic of Germany, with the exception of those provisions which refer to another national law or the law of international or supranational institutions. This excludes in particular the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.

In the event of deviations, the order of precedence shall be determined by the order of the above list.
1.2 SCHOLL's terms and conditions of purchase are deemed to have been accepted at the latest upon delivery of the goods or provision of the service. Further contract components are not agreed. Any other terms and conditions of the business partner are expressly rejected.

2 Offers, Prices

2.1 Only orders placed by SCHOLL in text form are legally binding. Verbal orders or agreements, in particular those made by telephone, require confirmation by SCHOLL in text form; this also applies to a waiver of the aforementioned form.
2.2 The offers of the business partner are binding for at least three months.
2.3 All prices are fixed prices plus VAT. If the prices have not yet been finally fixed when the order is placed, they shall be announced immediately after receipt of the order. In this case, the order only becomes effective with the price confirmation by SCHOLL. Price increases on the part of the business partner must be notified to SCHOLL in good time, i.e., at least eight weeks in advance, without prejudice to clause 2.2.

3 Delivery dates, Delay in delivery and Partial deliveries

3.1 The agreed delivery dates are fixed in calendar terms and are strictly binding. In the case of delivery dates, the period shall commence with the legally binding order. The arrival of the goods at the place of destination shall be decisive for compliance with delivery dates.
3.2 As soon as the business partner has to assume that it will not be possible for him to deliver on the agreed date, he is obliged to notify SCHOLL of the expected duration of the delay in delivery, giving reasons. SCHOLL is then entitled to set a period of grace and, in the event of failure to comply with the period of grace, either to claim damages or to withdraw from the contract. In cases of delays in delivery due to force majeure, the business partner bears the burden of proof for the existence of the preconditions. If, after the order has been placed, SCHOLL's interest in the performance of the contract ceases to exist as a result of expected continuing operational disruptions or operational disruptions at one of the purchasers as a result of war, epidemic, strike, lockout, currency collapse or similar, as a result of a serious deterioration in the economic situation or as a result of a significant deterioration in assets occurring after the conclusion of the contract, SCHOLL is entitled to withdraw from this contract in addition to the statutory regulations and without prejudice to further provisions, without the need to set a grace period. Alternatively, SCHOLL is also entitled to reduce agreed monthly partial quantities or to extend the delivery period. If SCHOLL makes use of these rights, the business partner is not entitled to claims for damages.
3.3 Partial deliveries are not permitted, unless otherwise agreed in writing. If partial deliveries are accepted by SCHOLL, this does not constitute an independent order or a declaration of waiver. Payment will only be made after fulfilment of the total order.
3.4 Excess or short deliveries are only permissible after prior agreement and confirmation in text form.
3.5 In the event of a delay in delivery, SCHOLL is also entitled to demand lump-sum damages for delay amounting to 3% of the delivery value per completed week, but not more than 10% of the value of the delivery. SCHOLL remains entitled to claim further damages. The business partner has the right to prove that no damage or significantly lower damage than the lump sum has been incurred because of the delay; the claim is then determined according to the reduced amount.

4. Place of delivery, Dispatch and Packaging

4.1 Delivery shall be made DDP (Incoterms® 2010) Zinhainer Weg 4, D-56470 Bad Marienberg, Germany.
4.2 If direct shipment to customers of SCHOLL has been agreed, delivery will also be made DDP to the customer's address. In this case, the business partner ships the goods completely neutrally and on behalf of SCHOLL, but at his own risk (DDP). The necessary shipping documents are to be requested from SCHOLL, invoices and advice notes may only be sent to SCHOLL.
4.3 The business partner is obliged to take back the packaging.

5. Delivery according to our specifications, drawings and models; order execution

5.1 Samples, drawings, models or other documents provided to the business partner remain the property of SCHOLL. They are to be returned immediately after execution of the contract without being requested to do so and at the business partner's expense; the business partner is liable for any loss or unauthorised use by third parties. The business partner undertakes to use items made available to him only for SCHOLL's orders, to maintain secrecy about their form and content and not to pass them on to third parties without express written permission. Quotations, drawings and all documents describing the service are protected by copyright in relation to the business partner.
5.2 The business partner executes the orders through his own employees at his own premises; he is only entitled to relocate the production to another place - unless agreed with SCHOLL at the time of conclusion of the contract - with the written consent of SCHOLL. Subcontracting to third parties is only permitted with the written consent of SCHOLL.

6. Ownership

Material provided remains the property of SCHOLL. In the event of processing or transformation into a new movable item, the business partner transfers ownership of these items to SCHOLL, also in their respective state of completion. The business partner stores the items for SCHOLL free of charge. The business partner may neither pledge nor encumber the item. In particular, he assures that he will not transfer the item to third parties, either within the framework of a leasing relationship or in any other form, even if only as security, without the written consent of SCHOLL. SCHOLL may demand that the item is marked as its property. In the event of access by third parties (e.g., seizure or similar), the business partner is obliged to point out SCHOLL's ownership and to inform SCHOLL of this immediately in writing. The business partner bears the costs for the defence against the seizure. The business partner insures the object sufficiently for the protection of the owner (at least fire and liability insurance) and assigns in advance the payment of the insurance in case of an insured event to SCHOLL. The business partner may combine the item with a piece of land or a building only for a temporary purpose, and not with another item to form a single item, until transfer of ownership to him or others is permitted by SCHOLL. A right of lien of the business partner is excluded.

7. Property rights 

The business partner assures that the delivery or the business relationship does not infringe any domestic or foreign industrial property rights, in particular no industrial property rights, and warrants this. In the event of non-compliance, the business partner must compensate SCHOLL for any resulting damage on first written request and, in the event of an infringement of industrial property rights by SCHOLL, indemnify SCHOLL against all resulting claims.

8. Safety requirements and Operating instructions

8.1 In order to prevent accidents at work, the business partner has to provide facilities as well as carry out instructions and measures that comply with the general provisions of the accident prevention regulations and the general safety and occupational health rules, in particular the law on making products available on the market (Product Safety Act - GPSG), regulations of the employers' liability insurance associations and other accident prevention regulations. He shall comply with all work regulations. He is obliged to compensate for any damage resulting from the non-observance of such regulations. SCHOLL is entitled at any time, after prior notification, to inspect the production and quality control relating to the delivery item and the quality records of the business partner.
8.2 The business partner declares that he will observe the basic safety and health protection requirements for the design and construction of machines according to the specifications of Directive 2006/42/EC of the European Parliament and of the Council of 17 May 2006 on machinery and amending Directive 95/16/EC and the Ninth Ordinance on the Product Safety Act (9th ProdSV). To this end, the business partner will itself and on its own responsibility request and determine the necessary information for a risk assessment from SCHOLL.
8.3 The business partner shall provide an operating manual which also complies with the provisions of the aforementioned Machinery Directive. This includes, in particular, information on misuse, information on which inspections and maintenance work must be carried out at what intervals for safety reasons, which parts are subject to wear and according to which criteria they must be replaced, instructions on the assembly, installation and connection of the delivery items, including drawings, circuit diagrams and fastening, installation and assembly instructions for reducing noise and vibration, information on commissioning and operation, and, if necessary, information on the training or familiarisation of the operating personnel. Instructions for commissioning and operation and, if necessary, instructions for the training or familiarisation of operating personnel, information on residual risks, instructions for the protective measures to be taken by the user, the essential features of the tools that can be attached to the delivery item, safety instructions for transport, handling and storage, the procedure to be followed in the event of accidents or malfunctions, instructions for safe setting-up and maintenance, including the protective measures to be taken, conditions for stability, procedures to be followed in the event of accidents or malfunctions, safe unblocking, specification of spare parts to be used where these affect the safety and health of operators, and the necessary information on airborne noise emissions. This is without prejudice to the requirements of Article 13 of Directive 2006/42/EC. 

9 Warranty, Guarantee, Warranted characteristics

9.1 The business partner guarantees and assures that the delivered goods have the quality specified in the order, comply with the latest state of the art, the relevant technical regulations and guidelines and regulations of professional associations and trade associations and the requirements of authorities and do not violate any rights of third parties.
9.2 The warranty period is 24 months. It begins with the handover of the delivery item to SCHOLL, or the third party named by SCHOLL at the place of receipt or use specified by SCHOLL. In the case of devices and systems, the warranty period begins with the written declaration of acceptance.
9.3 The business partner's liability also extends to consequential damage, without limitation to a maximum liability sum.
9.4 The business partner waives compliance with the statutory periods for inspection and notification of defects, unless the defects are obvious and easily recognisable. In all cases, the complaint shall still be made in good time within 2 weeks of becoming aware of the defect. The timely dispatch of the notice of defects to the business partner shall be sufficient to comply with the time limit. The payment of the remuneration by SCHOLL does not include the waiver of a notice of defects and of the objection of improper performance. In the case of material defects, SCHOLL also has the right to rectify the defect. For delivery parts that could not remain in operation during the examination of the defect or the rectification of the defect, the warranty period is extended by the time of the interruption of operation. For repaired parts or parts delivered as replacements, the warranty period shall begin anew beyond the statutory suspension.
9.5 The business partner indemnifies SCHOLL from claims for damages and warranty claims of the customers, as far as the claims are based on defects of the delivered goods or fault of the business partner or one of his vicarious agents; this also applies to consequential damages and costs. Insofar as SCHOLL cannot refer customers directly to the business partner for their claims, the indemnification is only made in the internal relationship. The business partner is also obliged to reimburse any expenses in accordance with §§ 683, 670 of the German Civil Code (BGB), which also result from or in connection with a recall campaign carried out by SCHOLL or overhaul and repair work required on SCHOLL's products due to a defect. SCHOLL will inform the business partner - as far as possible and reasonable - of the content and scope of the recall measures/overhaul or repair work to be carried out and give him the opportunity to comment.
9.6 The business partner undertakes to maintain a product liability insurance with a sum insured of € 5 million per personal injury and property damage - lump sum. The benefits from this insurance are assigned to SCHOLL in advance as security in the event of damage, so that claims against SCHOLL can be satisfied. This does not affect SCHOLL's further claims for damages.

10 Invoicing and Payment

10.1 In order to make payment due, invoices are to be submitted separately to SCHOLL in one copy with all associated documents and data after delivery has taken place; the invoices are to be sent by e-mail to info@scholl-gastro.de, if possible. Invoices that are not properly or incompletely submitted are only deemed to have been submitted from the time of proper invoicing and presentation.
10.2 Payments shall be made either within 14 days with a 3% discount or after 30 days net, calculated after delivery/service and receipt of invoice. Depending on automatic payment runs, the deadlines may be exceeded by a maximum of 5 working days without forfeiting the right to a cash discount.
10.3 Payments are made at SCHOLL's discretion in cash, by bank transfer, by crossed cheque or by bill of exchange.
10.4 SCHOLL is entitled to offset all claims of the business partner against due counterclaims (monetary claims) - irrespective of the legal basis - or to exercise a right of retention. In the case of advance payments, the business partner must provide security on request in the form of a bank guarantee from a major German bank or by deposit.
10.5 SCHOLL is not in default of payment as long as the business partner is in default with the fulfilment of his obligations towards SCHOLL, including those from other contracts.
10.6 The business partner can only exercise rights of retention with such claims that are either undisputed or have been legally established.
 

11. Secrecy 

The business partner undertakes to treat as a trade secret all commercial or technical details, whether obvious or secret, which become known to him through the business relationship. Subcontractors shall be bound accordingly in writing.

12. Final provisions 

12.1 The lump-sum compensation claims by the business partner as well as the exclusion of claims by SCHOLL through the business partner's terms and conditions are objected to.
12.2 If a clause of these terms and conditions of purchase is ineffective, it will be replaced by a provision that corresponds to the economic purpose of the ineffective clause. The remainder of the contract and these terms and conditions shall remain binding even if individual clauses are legally ineffective.
12.3 Assignments by the business partner are only effective with the written consent of SCHOLL.
12.4 The place of performance for both parties is D-56470 Bad Marienberg, Germany.
12.5 All disputes arising from or in connection with this contract are to be decided by the courts responsible for SCHOLL's registered office in D- 56470 Bad Marienberg, Germany; this also applies to liabilities arising from bills of exchange and cheques. SCHOLL is also entitled to take legal action before the courts having jurisdiction for the registered office of the business partner.

(Valid from 21.07.2021)